Documents
Resources
Learning Center
Upload
Plans & pricing Sign in
Sign Out

Domain Name License Agreement - KONGZHONG CORP - 6-4-2004

VIEWS: 18 PAGES: 146

									EXHIBIT 10.14 DOMAIN NAME LICENSE AGREEMENT This Domain Name License Agreement (the "Agreement") is entered into as of March 31st, 2004 by and between the following two parties in Beijing. The Licensor: KONGZHONG INFORMATION TECHNOLOGY (BEIJING) CO., LTD. The Licensee: BEIJING BOYA WUJI TECHNOLOGIES CO., LTD. WHEREAS, the Licensor, a wholly foreign-owned enterprise registered in Beijing under the laws of People's Republic of China (for the purpose of this Agreement, not including Hong Kong, Macau and Taiwan, hereinafter called "China"), which owns the domain names listed in the Exhibit 1 of this Agreement; WHEREAS, the Licensee, a limited liability company sponsored by natural persons in China registered in Beijing under the laws of the People's Republic of China (the"PRC" or "China"), is licensed to engage in the business of providing Internet information and the telecom value-added services; WHEREAS, the Licensor agrees to license the said Domain Names to the Licensee in accordance with the terms and conditions set forth herein and the Licensee as well agrees to accept the license on the terms and conditions set forth herein; NOW THEREFORE, on the basis of mutual benefit and friendly negotiation, the parties agree as follows: 1. Grant of License 1.1 The Domain Names Under the terms and conditions hereinafter set forth, the Licensor hereby grants to the Licensee and the Licensee accepts from the Licensor parts of or all parts of the Domain Names listed in Exhibit 1, and the Licensee may deal its business with these domain names. Such license is non-monopolized, 1

non-exclusive and non-transferable. 1.2 Scope 1.2.1 The use of the domain names licensed by the Licensor to the Licensee extends only to the business operated by the Licensee. The Licensee agrees that it will not use, or authorize any use, direct or indirect, of the licensed Domain Names by any other means without the Licensor's consent. 1.2.2 The License in this Agreement is effective within the territory of China and other areas as may be granted from time to time by the Licensor in writing. Licensee agrees that Licensee shall not directly or indirectly use or authorize any use of the said domain name in other areas. 1.3 Standards The Licensee shall comply with any standards and criteria the Licensor requests from time to time when the Licensee uses the said domain names. 1.4 Licensee's confirmation

non-exclusive and non-transferable. 1.2 Scope 1.2.1 The use of the domain names licensed by the Licensor to the Licensee extends only to the business operated by the Licensee. The Licensee agrees that it will not use, or authorize any use, direct or indirect, of the licensed Domain Names by any other means without the Licensor's consent. 1.2.2 The License in this Agreement is effective within the territory of China and other areas as may be granted from time to time by the Licensor in writing. Licensee agrees that Licensee shall not directly or indirectly use or authorize any use of the said domain name in other areas. 1.3 Standards The Licensee shall comply with any standards and criteria the Licensor requests from time to time when the Licensee uses the said domain names. 1.4 Licensee's confirmation The Licensee confirms that the Licensee does not enjoy any rights, titles and interests of the said domain names except the rights, titles and interests in the said domain names under this Agreement 2. PAYMENT The Licensee agrees to pay the Licensor the license fee, the details of the calculation method and method of payment is set forth in Exhibit 2 to this Agreement. 3. GOODWILL The Licensee recognizes the value of the goodwill associated with the Domain Names and the relevant rights, and acknowledges that the Domain Names therein and goodwill (including but not limited to the goodwill occurs from the Licensee's use) pertaining thereto shall be the sole and exclusive property of the Licensor. . 4. CONFIDENTIALITY 4.1 By accepting the granting of the Domain Name licenses from the Licensor, the Licensee agrees to protect and maintain the confidentiality of any and all confidential data and information acknowledged or received by the Licensee 2

(collectively the "Confidential Information"). Upon termination or expiration of this Agreement, the Licensee shall, at the Licensor's option, return any and all documents, information or software containing such Confidential Information to the Licensor or destroy and delete such Confidential Information from any memory devices and cease to use them. The Licensee shall not disclose, grant or transfer any Confidential Information to any third party and will not use the Confidential Information without the Licensor's written consent. Licensee shall disclose the protected Confidential Information to the necessary employees, agents or consultants by the necessary measures, and shall urge the necessary employees, agents or consultants to observe the obligations under this Agreement. 4.2 The above limitations shall not apply to the situations as follows: 4.2.1 The materials which can be obtained in public in the time of disclosure ; 4.2.2 The public materials disclosed not due to the mistake of Licensee; 4.2.3 The Licensee may prove that before the disclosure the materials were under its title and were not obtained

(collectively the "Confidential Information"). Upon termination or expiration of this Agreement, the Licensee shall, at the Licensor's option, return any and all documents, information or software containing such Confidential Information to the Licensor or destroy and delete such Confidential Information from any memory devices and cease to use them. The Licensee shall not disclose, grant or transfer any Confidential Information to any third party and will not use the Confidential Information without the Licensor's written consent. Licensee shall disclose the protected Confidential Information to the necessary employees, agents or consultants by the necessary measures, and shall urge the necessary employees, agents or consultants to observe the obligations under this Agreement. 4.2 The above limitations shall not apply to the situations as follows: 4.2.1 The materials which can be obtained in public in the time of disclosure ; 4.2.2 The public materials disclosed not due to the mistake of Licensee; 4.2.3 The Licensee may prove that before the disclosure the materials were under its title and were not obtained directly or indirectly from the other resources; 4.2.4 Upon the legal demands of any party, the Confidential Information shall be disclosed to the government authorities, security exchange agent, and etc.; and upon the general operation needs, the above Confidential Information shall be disclosed to direct legal consultants and financial advisor. 4.3 With the consent of both parties, no matter whether this Agreement is modified, rescinded, or terminated, this Article is still effective. 5. REPRESENTATIONS AND WARRANTIES 5.1 The Licensor represents and warrants as follows: 5.1.1 the Licensor is a company duly registered and in good standing under the applicable laws of the China. 5.1.2 the Licensor, within its business scope, has full corporate, power and authority and has taken all corporate actions and has obtained all necessary approvals and authorizations from third parties and government authorities to execute and perform the obligations under this Agreement, which will not constitute or result in a violation of any enforceable and effective laws or agreements. 3

5.1.3 the Agreement will constitute a legal, valid and binding agreement of the Licensor and will be enforceable against the Licensor in accordance with its terms upon its execution. 5.1.4 the Licensor legally hold the said domain names under this Agreement. 5.2 The Licensee makes to the Licensor the following representation and warranties: 5.2.1 the Licensee is a company duly registered and in good standing under the applicable laws of the China, and is approved by the relevant authorities to provide the internet information services and the value-added telecom service. 5.2.2 the Licensee, within its business scope, has full corporate, power and authority and has taken all corporate actions and has obtained all necessary approvals and authorizations from third parties and government authorities to execute and perform the obligations under this Agreement, which will not constitute or result in a violation of any enforceable and effective laws or agreements. 5.2.3 the Licensee will timely subscribe the files and the cases pertaining to the domain name, which the Licensor considered shall be subscribed or dealt with.

5.1.3 the Agreement will constitute a legal, valid and binding agreement of the Licensor and will be enforceable against the Licensor in accordance with its terms upon its execution. 5.1.4 the Licensor legally hold the said domain names under this Agreement. 5.2 The Licensee makes to the Licensor the following representation and warranties: 5.2.1 the Licensee is a company duly registered and in good standing under the applicable laws of the China, and is approved by the relevant authorities to provide the internet information services and the value-added telecom service. 5.2.2 the Licensee, within its business scope, has full corporate, power and authority and has taken all corporate actions and has obtained all necessary approvals and authorizations from third parties and government authorities to execute and perform the obligations under this Agreement, which will not constitute or result in a violation of any enforceable and effective laws or agreements. 5.2.3 the Licensee will timely subscribe the files and the cases pertaining to the domain name, which the Licensor considered shall be subscribed or dealt with. 5.2.5 the Agreement will constitute a legal, valid and binding agreement of the Licensor and will be enforceable against the Licensor in accordance with its terms upon its execution. 6. The Licensee further makes to the Licensor the following representation and warranties: 6.1 The Licensee agrees that it will not, during the term of this Agreement, or thereafter, challenge the title or any rights of the Licensor in and to the Domain Names or challenge the validity of this Agreement, and shall not perform or un-perform any act, which the Licensor may deem impairing the interest in the above rights or the license. 6.2 The Licensee agrees to assist the Licensor to the extent necessary in the procurement of any protection or to protect any of the Licensor's rights to the Domain Names, and the Licensor, if it so desires, may commence or prosecute any 4

claims or lawsuits in its own name or in the name of the Licensee or join the Licensee as a party thereto. The Licensee shall promptly notify the Licensor in writing of any infringements of the Domain Names to its acknowledgement that may come to the Licensee's attention, and the Licensor shall have the sole right to determine whether or not any action shall be taken on account of any such infringements. 6.3 The Licensee further agrees to use the Domain Names only in accordance with this Agreement and shall not use the Domain Names in any way that, in the opinion of the Licensor, is deceptive, misleading or in any way damaging to such Domain Names or the reputation of the Licensor. 7. QUALITY The Licensee shall make every effort to improve its service quality as to protect the goodwill represented by the said domain name. 8. PROMOTION In all cases where the Licensee produces promotional material involving the Domain Name, the production cost of such material thereof shall be borne by the Licensee. All copyrights or other intellectual property rights of such material concerning the Domain Name thereto shall be the sole and exclusive property of the Licensor whether developed by the Licensor or the Licensee. The Licensee agrees that the Licensee shall not promote or advertise the said domain names under this Agreement in any radio, TV, newspapers, magazine, internet or any other media unless the prior consent and approval from the Licensor in writing has acquired.

claims or lawsuits in its own name or in the name of the Licensee or join the Licensee as a party thereto. The Licensee shall promptly notify the Licensor in writing of any infringements of the Domain Names to its acknowledgement that may come to the Licensee's attention, and the Licensor shall have the sole right to determine whether or not any action shall be taken on account of any such infringements. 6.3 The Licensee further agrees to use the Domain Names only in accordance with this Agreement and shall not use the Domain Names in any way that, in the opinion of the Licensor, is deceptive, misleading or in any way damaging to such Domain Names or the reputation of the Licensor. 7. QUALITY The Licensee shall make every effort to improve its service quality as to protect the goodwill represented by the said domain name. 8. PROMOTION In all cases where the Licensee produces promotional material involving the Domain Name, the production cost of such material thereof shall be borne by the Licensee. All copyrights or other intellectual property rights of such material concerning the Domain Name thereto shall be the sole and exclusive property of the Licensor whether developed by the Licensor or the Licensee. The Licensee agrees that the Licensee shall not promote or advertise the said domain names under this Agreement in any radio, TV, newspapers, magazine, internet or any other media unless the prior consent and approval from the Licensor in writing has acquired. 9. EFFECTIVE DATE AND TERM 9.1 This Agreement has been duly executed as of the date first set froth above and shall be effective simultaneously. The term of this Agreement is 10 (ten) years unless earlier terminated pursuant to this Agreement. 9.2 Unless any other provisions set forth in written form, this Agreement shall be applicable to any other domain names licensed to the Licensee during the term of this Agreement. After the execution of this Agreement, the Licensor and Licensee shall review this Agreement every 3 months to determine whether to modify or renew this Agreement under specific circumstances. 5

9.3 This Agreement may be automatically extended for 10 (ten) years unless otherwise terminated by the Licensor by a written notice to the Licensee three (3) months before the expiration of this Agreement. However, the Licensee has no right to confirm such extension. 10. REGISTRATION Within three (3) months of the execution of Agreement, both parties shall, in accordance with the law of China, file the licensed domain names with the relevant domain name administrative authorities (if applicable). Both parties agree to execute or furnish the relevant documents necessary for such filing based on the principals set forth in this Agreement and requirements under relevant laws. 11. TERMINATION 11.1 This Agreement shall expire on the date due or when the license right in possession of Licensor is terminated (the earlier date is preferred) unless this Agreement is extended as set forth above. 11.2 Without prejudice to any legal rights or remedies, which are based on any laws or causes, of the party who asks for termination of this Agreement after the termination of this Agreement, any party has the right to terminate this Agreement immediately with written notice to the other party in the event the other party materially breaches this Agreement including but not limited to the provisions in Section 6.1, 6.2 and 6.3 of this Agreement and fails to cure its breach within 30 days from the date it receives written notice of its breach from the non-breaching party.

9.3 This Agreement may be automatically extended for 10 (ten) years unless otherwise terminated by the Licensor by a written notice to the Licensee three (3) months before the expiration of this Agreement. However, the Licensee has no right to confirm such extension. 10. REGISTRATION Within three (3) months of the execution of Agreement, both parties shall, in accordance with the law of China, file the licensed domain names with the relevant domain name administrative authorities (if applicable). Both parties agree to execute or furnish the relevant documents necessary for such filing based on the principals set forth in this Agreement and requirements under relevant laws. 11. TERMINATION 11.1 This Agreement shall expire on the date due or when the license right in possession of Licensor is terminated (the earlier date is preferred) unless this Agreement is extended as set forth above. 11.2 Without prejudice to any legal rights or remedies, which are based on any laws or causes, of the party who asks for termination of this Agreement after the termination of this Agreement, any party has the right to terminate this Agreement immediately with written notice to the other party in the event the other party materially breaches this Agreement including but not limited to the provisions in Section 6.1, 6.2 and 6.3 of this Agreement and fails to cure its breach within 30 days from the date it receives written notice of its breach from the non-breaching party. 11.3 During the term of this Agreement, the Licensor may terminate this Agreement at any time with a written notice to the Licensee, which shall be effective 30 days after sending. The Licensee shall not terminate this Agreement in prior. 11.4 Article 3, 4, 6, 15 and 16 shall survive after the termination or expiration of this Agreement. 12. FORCE MAJEURE 12.1 Force Majeure means any event that is beyond the party's reasonable control and cannot be prevented with reasonable care including but not limited to the acts of 6

governments, nature, fire, explosion, typhoon, flood, earthquake, tide, lightning and war. However, any shortage of credit, capital or finance shall not be regarded as an event of Force Majeure. The party affected by Force Majeure shall notify the other party as soon as possible. 12.2 In the event that the affected party is delayed in or prevented from performing its obligations under this Agreement by Force Majeure, only within the scope of such delay or prevention, the affected party will not be responsible for any damage by reason of such a failure or delay of performance. The affected party shall take appropriate measures to minimize or remove the effects of Force Majeure and attempt to resume performance of the obligations delayed or prevented by the event of Force Majeure, and the affected party will not be responsible to such performance and will only be responsible to the delayed parts of performance. After the event of Force Majeure is removed, both parties agree to resume the performance of this Agreement with their best efforts. 13. NOTICES Notice or other communications required to be given by any party pursuant to this Agreement shall be written in English and Chinese and shall be deemed to be duly given when it is delivered personally or sent by registered mail or postage prepaid mail or by a recognized courier service or by facsimile transmission to the address set forth below. The Licensor: KONGZHONG INFORMATION TECHNOLOGY (BEIJING) CO., LTD.

governments, nature, fire, explosion, typhoon, flood, earthquake, tide, lightning and war. However, any shortage of credit, capital or finance shall not be regarded as an event of Force Majeure. The party affected by Force Majeure shall notify the other party as soon as possible. 12.2 In the event that the affected party is delayed in or prevented from performing its obligations under this Agreement by Force Majeure, only within the scope of such delay or prevention, the affected party will not be responsible for any damage by reason of such a failure or delay of performance. The affected party shall take appropriate measures to minimize or remove the effects of Force Majeure and attempt to resume performance of the obligations delayed or prevented by the event of Force Majeure, and the affected party will not be responsible to such performance and will only be responsible to the delayed parts of performance. After the event of Force Majeure is removed, both parties agree to resume the performance of this Agreement with their best efforts. 13. NOTICES Notice or other communications required to be given by any party pursuant to this Agreement shall be written in English and Chinese and shall be deemed to be duly given when it is delivered personally or sent by registered mail or postage prepaid mail or by a recognized courier service or by facsimile transmission to the address set forth below. The Licensor: KONGZHONG INFORMATION TECHNOLOGY (BEIJING) CO., LTD. Legal Address: Room 809, Tower A, Yue Tan Building, 2#, Yue Tan Bei Jie, Xi Cheng District, Beijing Fax: (86) 10-68083118 Tel.:(86) 10-68081818 Receiver: Yunfan Zhou The Licensee: BEIJING BOYA WUJI TECHNOLOGIES CO., LTD. Legal Address: Room 809, Tower A, Yue Tan Building, 2#, Yue Tan Bei Jie, Xi Cheng District, Beijing Fax: (86) 10-68083118 7

Tel.: (86) 10-68081818 Receiver: Yang Zha 14. RE-TRANSFER, RE-LICENSE Without the written consents of the Licensor, the rights and obligation licensed of or under this Agreement shall not be transferred, leased, or pledged to any third party. 15. DISPUTE RESOLUTION 15.1 The parties shall strive to settle any disputes arising from the interpretation or performance through negotiation in good faith. In the event that no settlement can be reached through negotiation within 30 days after one party issues a negotiating notice, either party can submit such matter to China International Economic and Trade Arbitration Commission (the "CIETAC"). The arbitration shall follow the current rules of CIETAC, and the arbitration proceedings shall be conducted in Chinese and shall take place in Beijing. The arbitration award shall be final and binding upon the parties and shall be enforceable in accordance with its terms. 15.2 Except the dispute issues, all parties shall perform their own duties pursuant to the provisions in good faith.

Tel.: (86) 10-68081818 Receiver: Yang Zha 14. RE-TRANSFER, RE-LICENSE Without the written consents of the Licensor, the rights and obligation licensed of or under this Agreement shall not be transferred, leased, or pledged to any third party. 15. DISPUTE RESOLUTION 15.1 The parties shall strive to settle any disputes arising from the interpretation or performance through negotiation in good faith. In the event that no settlement can be reached through negotiation within 30 days after one party issues a negotiating notice, either party can submit such matter to China International Economic and Trade Arbitration Commission (the "CIETAC"). The arbitration shall follow the current rules of CIETAC, and the arbitration proceedings shall be conducted in Chinese and shall take place in Beijing. The arbitration award shall be final and binding upon the parties and shall be enforceable in accordance with its terms. 15.2 Except the dispute issues, all parties shall perform their own duties pursuant to the provisions in good faith. 16. APPLICABLE LAW The execution, validity, interpretation, implementation and disputes of this Agreement shall be governed by the laws of the PRC. 17. AMENDMENT AND SUPPLEMENT This Agreement shall not be amended, modified, or supplemented except by a written instrument signed by both parties. The amendment or supplement duly executed by both parties shall constitute part of this Agreement and shall have the same legal effect as this Agreement. 18. SEVERABILITY Any provision of this Agreement which is invalid or unenforceable due to the violation of relevant laws in any jurisdiction shall, as to that jurisdiction, be ineffective or void of binding force only to the extent of such invalidity or unenforceability, without affecting in any way the remaining provisions hereof. 8

19. WAIVER Any party cannot perform the rights, power, or privileges under this Agreement shall not be deemed as waiver. Any wholly or partly performance of the rights, power, or privileges shall not exclude the performance of any other rights, power, or privileges. 20. EXHIBITS The Exhibits referred to in this Agreement are an integral part of this Agreement and have the same legal effect as this Agreement. IN WITNESS THEREOF the parties hereto have caused this Agreement to be duly executed by a duly authorized representative each on behalf of the party here to as of the date first set forth above. 9

[Signature page, no Agreement]

19. WAIVER Any party cannot perform the rights, power, or privileges under this Agreement shall not be deemed as waiver. Any wholly or partly performance of the rights, power, or privileges shall not exclude the performance of any other rights, power, or privileges. 20. EXHIBITS The Exhibits referred to in this Agreement are an integral part of this Agreement and have the same legal effect as this Agreement. IN WITNESS THEREOF the parties hereto have caused this Agreement to be duly executed by a duly authorized representative each on behalf of the party here to as of the date first set forth above. 9

[Signature page, no Agreement] The Licensor: KONGZHONG INFORMATION TECHNOLOGY (BEIJING) CO., LTD.
Authorized Representative: /s/ Nick Yang

The Licensee: BEIJING BOYA WUJI TECHNOLOGIES CO., LTD.
Authorized Representative: /s/ Yang Zha

10

EXHIBIT 1 LIST OF LICENSED DOMAIN NAMES 11

EXHIBIT 2 CALCULATION METHOD AND PAYMENT METHOD OF THE LICENSE FEE The license fee under this Agreement shall be 5% of the total income of the Licensee, the license fee shall be calculated on a quarterly basis and the Licensee shall pay the Licensor within 15 days after the end of each quarter, if the licensor considers it is helpful to the business of the Licensee, the Licensor is entitled to reduce or exempt whole or part of the license fee. 12

[Translation of Chinese original] EXHIBIT 10.15 BUSINESS OPERATIONS AGREEMENT

[Signature page, no Agreement] The Licensor: KONGZHONG INFORMATION TECHNOLOGY (BEIJING) CO., LTD.
Authorized Representative: /s/ Nick Yang

The Licensee: BEIJING BOYA WUJI TECHNOLOGIES CO., LTD.
Authorized Representative: /s/ Yang Zha

10

EXHIBIT 1 LIST OF LICENSED DOMAIN NAMES 11

EXHIBIT 2 CALCULATION METHOD AND PAYMENT METHOD OF THE LICENSE FEE The license fee under this Agreement shall be 5% of the total income of the Licensee, the license fee shall be calculated on a quarterly basis and the Licensee shall pay the Licensor within 15 days after the end of each quarter, if the licensor considers it is helpful to the business of the Licensee, the Licensor is entitled to reduce or exempt whole or part of the license fee. 12

[Translation of Chinese original] EXHIBIT 10.15 BUSINESS OPERATIONS AGREEMENT This Business Operations Agreement (the "Agreement") is entered into on the day of March 31, 2004 (the "Effective Date") in Beijing by and among the following parties: PARTY A: KONGZHONG INFORMATION TECHNOLOGY (BEIJING) CO., LTD. PARTY B: BEIJING BOYA WUJI TECHNOLOGIES CO., LTD. PARTY C: YUNFAN ZHOU PARTY D: ZHEN HUANG WHEREAS: 1. Party A is a wholly foreign-owned enterprise registered in the People's Republic of China (the "PRC", excluding Hong Kong Special Administration District, Macao Special Administration District and Taiwan area, for the purpose of this "Agreement");

EXHIBIT 1 LIST OF LICENSED DOMAIN NAMES 11

EXHIBIT 2 CALCULATION METHOD AND PAYMENT METHOD OF THE LICENSE FEE The license fee under this Agreement shall be 5% of the total income of the Licensee, the license fee shall be calculated on a quarterly basis and the Licensee shall pay the Licensor within 15 days after the end of each quarter, if the licensor considers it is helpful to the business of the Licensee, the Licensor is entitled to reduce or exempt whole or part of the license fee. 12

[Translation of Chinese original] EXHIBIT 10.15 BUSINESS OPERATIONS AGREEMENT This Business Operations Agreement (the "Agreement") is entered into on the day of March 31, 2004 (the "Effective Date") in Beijing by and among the following parties: PARTY A: KONGZHONG INFORMATION TECHNOLOGY (BEIJING) CO., LTD. PARTY B: BEIJING BOYA WUJI TECHNOLOGIES CO., LTD. PARTY C: YUNFAN ZHOU PARTY D: ZHEN HUANG WHEREAS: 1. Party A is a wholly foreign-owned enterprise registered in the People's Republic of China (the "PRC", excluding Hong Kong Special Administration District, Macao Special Administration District and Taiwan area, for the purpose of this "Agreement"); 2. Party B is a wholly domestic-owned company registered in the PRC and is approved by relevant governmental authorities to engage in the business of Internet information provision services and value-added telecommunication services; 3. A business relationship has been established between Party A and Party B by entering into Exclusive Technical Consulting and Services Agreement, under which Party B shall make all the payments to Party A and so the daily operation of Party B will bear a material impact on its capacity to pay the payables to Party A; 4. Party C is a shareholder of Party B who owns 50% equity in Party B; Party D is a shareholder of Party B who owns 50% equity in Party B. Party A, Party B, Party C and Party D, through friendly negotiation in the principle of equality and common interest, hereby jointly agree the following to abide by: 1. NON-BEHAVIOR OBLIGATION

EXHIBIT 2 CALCULATION METHOD AND PAYMENT METHOD OF THE LICENSE FEE The license fee under this Agreement shall be 5% of the total income of the Licensee, the license fee shall be calculated on a quarterly basis and the Licensee shall pay the Licensor within 15 days after the end of each quarter, if the licensor considers it is helpful to the business of the Licensee, the Licensor is entitled to reduce or exempt whole or part of the license fee. 12

[Translation of Chinese original] EXHIBIT 10.15 BUSINESS OPERATIONS AGREEMENT This Business Operations Agreement (the "Agreement") is entered into on the day of March 31, 2004 (the "Effective Date") in Beijing by and among the following parties: PARTY A: KONGZHONG INFORMATION TECHNOLOGY (BEIJING) CO., LTD. PARTY B: BEIJING BOYA WUJI TECHNOLOGIES CO., LTD. PARTY C: YUNFAN ZHOU PARTY D: ZHEN HUANG WHEREAS: 1. Party A is a wholly foreign-owned enterprise registered in the People's Republic of China (the "PRC", excluding Hong Kong Special Administration District, Macao Special Administration District and Taiwan area, for the purpose of this "Agreement"); 2. Party B is a wholly domestic-owned company registered in the PRC and is approved by relevant governmental authorities to engage in the business of Internet information provision services and value-added telecommunication services; 3. A business relationship has been established between Party A and Party B by entering into Exclusive Technical Consulting and Services Agreement, under which Party B shall make all the payments to Party A and so the daily operation of Party B will bear a material impact on its capacity to pay the payables to Party A; 4. Party C is a shareholder of Party B who owns 50% equity in Party B; Party D is a shareholder of Party B who owns 50% equity in Party B. Party A, Party B, Party C and Party D, through friendly negotiation in the principle of equality and common interest, hereby jointly agree the following to abide by: 1. NON-BEHAVIOR OBLIGATION In order to ensure Party B's performance of the agreements between Party A and Party B and all its obligations born to Party A, Party B together with its shareholders Party C, and Party D hereby jointly confirm and agree that Party B shall not conduct any transaction which may materially affect its assets, obligations, rights or the company's operation unless a prior written consent from Party A or another Party appointed by Party A, 1

[Translation of Chinese original] EXHIBIT 10.15 BUSINESS OPERATIONS AGREEMENT This Business Operations Agreement (the "Agreement") is entered into on the day of March 31, 2004 (the "Effective Date") in Beijing by and among the following parties: PARTY A: KONGZHONG INFORMATION TECHNOLOGY (BEIJING) CO., LTD. PARTY B: BEIJING BOYA WUJI TECHNOLOGIES CO., LTD. PARTY C: YUNFAN ZHOU PARTY D: ZHEN HUANG WHEREAS: 1. Party A is a wholly foreign-owned enterprise registered in the People's Republic of China (the "PRC", excluding Hong Kong Special Administration District, Macao Special Administration District and Taiwan area, for the purpose of this "Agreement"); 2. Party B is a wholly domestic-owned company registered in the PRC and is approved by relevant governmental authorities to engage in the business of Internet information provision services and value-added telecommunication services; 3. A business relationship has been established between Party A and Party B by entering into Exclusive Technical Consulting and Services Agreement, under which Party B shall make all the payments to Party A and so the daily operation of Party B will bear a material impact on its capacity to pay the payables to Party A; 4. Party C is a shareholder of Party B who owns 50% equity in Party B; Party D is a shareholder of Party B who owns 50% equity in Party B. Party A, Party B, Party C and Party D, through friendly negotiation in the principle of equality and common interest, hereby jointly agree the following to abide by: 1. NON-BEHAVIOR OBLIGATION In order to ensure Party B's performance of the agreements between Party A and Party B and all its obligations born to Party A, Party B together with its shareholders Party C, and Party D hereby jointly confirm and agree that Party B shall not conduct any transaction which may materially affect its assets, obligations, rights or the company's operation unless a prior written consent from Party A or another Party appointed by Party A, 1

including but not limited to the following contents, has been obtained: 1.1 To conduct any business which is beyond the normal business area; 1.2 To borrow money or incur any debt from any third party; 1.3 To change or dismiss any directors or to dismiss and replace any high officials; 1.4 To sell to or acquire from any third party any assets or rights exceeding 200,000RMB, including but not limited to any intellectual property rights;

including but not limited to the following contents, has been obtained: 1.1 To conduct any business which is beyond the normal business area; 1.2 To borrow money or incur any debt from any third party; 1.3 To change or dismiss any directors or to dismiss and replace any high officials; 1.4 To sell to or acquire from any third party any assets or rights exceeding 200,000RMB, including but not limited to any intellectual property rights; 1.5 To provide guarantee for any third party with its assets or intellectual property rights or to provide any other guarantee or to set any other obligations over its assets; 1.6 To amend the Articles of Association of the company or to change its business area; 1.7 To change the normal business process or modify any material inside bylaws; 1.8 To assign rights and obligations under this Agreement herein to any third party. 2. MANAGEMENT OF OPERATION AND ARRANGEMENTS OF HR 2.1 Party B together with its shareholders Party C and Party D hereby jointly agree to accept and strictly enforce the proposals in respect of the employment and dismissal of its employees, the daily business management and financial management, etc., provided by Party A from time to time. 2.2 Party B together with its shareholders Party C and Party D hereby jointly agree that Party B, Party C and Party D shall only appoint the personnel designated by Party A as the directors of Party B in accordance with the procedures regulated by laws and regulations and the Article of Association of the company, and urge the chosen directors to elect the Chairman of the company according to the persons designated by Party A, and Party B shall engage Party A's senior officers as Party B's General Manager, Chief Financial Officer, and other senior officers. 2.3 If any of the above officers quits or is dismissed by Party A, he or she will lose the qualification to undertake any positions in Party B and therefore Party B, Party C and Party D shall appoint other candidates designated by Party A to assume such position. 2.4 For the purpose of the above-mentioned 2.3, Party B, Party C and Party D shall take all the necessary inside and outside procedures to accomplish the above dismissal and engagement in accordance with relevant laws, the Articles of 2

Association of the company and this Agreement. 2.5 Party C and Party D hereby agree to, upon the execution of this Agreement, simultaneously sign Powers of Attorneys pursuant to which Party C and Party D shall authorize personnel designated by Party A to exercise their shareholders' rights and their full voting rights of shareholders on Party B's shareholders' meetings. Party C and Party D further agree to replace the authorized person appointed in the above mentioned Power of Attorney at any moment pursuant to the requirements of Party A. 3. OTHER AGREEMENTS 3.1 In the event that any of the agreements between Party A and Party B terminates or expires, Party A shall be entitled to terminate all agreements between Party A and Party B including but not limited to Exclusive Technical and Consulting Services Agreement.

Association of the company and this Agreement. 2.5 Party C and Party D hereby agree to, upon the execution of this Agreement, simultaneously sign Powers of Attorneys pursuant to which Party C and Party D shall authorize personnel designated by Party A to exercise their shareholders' rights and their full voting rights of shareholders on Party B's shareholders' meetings. Party C and Party D further agree to replace the authorized person appointed in the above mentioned Power of Attorney at any moment pursuant to the requirements of Party A. 3. OTHER AGREEMENTS 3.1 In the event that any of the agreements between Party A and Party B terminates or expires, Party A shall be entitled to terminate all agreements between Party A and Party B including but not limited to Exclusive Technical and Consulting Services Agreement. 3.2 Whereas the business relationship between Party A and Party B has been establishes through the Exclusive Technical Consulting and Services Agreement and other agreements and the daily business activities of Party B shall bear a material impact on its capacity to pay the payables to Party A, Party C and Party D jointly agree that they will immediately and unconditionally pay or transfer to Party A any bonus, dividends or any other incomes or benefits (no matter what kind of form it is in) obtained from Party B as shareholders of Party B at the time such payables occur. 4. ENTIRE AGREEMENT AND MODIFICATIONS 4.1 This Agreement together with all the other agreements and/or documents mentioned or specifically included in this Agreement will be part of the whole agreements concluded in respect of the object matters in this Agreement and shall replace all the other prior oral and written agreements, contracts, understandings and communications among all the parties involving this object matters. 4.2 Any modification of this Agreement shall take effect only after it is executed by each Party. The amendment and supplement duly executed by each Party shall be part of this Agreement and shall have the same legal effect as this Agreement. 5. GOVERNING LAW The execution, validity, performance, interpretation and disputes of this Agreement shall be governed by and construed in accordance with the PRC law. 3

6. DISPUTE RESOLUTION 6.1 The parties shall strive to settle any dispute arising from the interpretation or performance through negotiation in good faith. In case no settlement can be reached through consultation, each party can submit such matter to China International Economic and Trade Arbitration Commission ("CIETAC") for arbitration in accordance with the current rules of CIETAC. The arbitration proceedings shall take place in Beijing and shall be conducted in Chinese. The arbitration award shall be final and binding upon all the parties. 6.2 Each Party shall continue to perform its obligations in good faith according to the provisions of this Agreement except for the matters in dispute. 7. NOTICE 7.1 Any notice that is given by the party/parties hereto for the purpose of performing the rights and obligations hereunder shall be in written form. Where such notice is delivered personally, the actual delivery time is regarded as notice time; where such notice is transmitted by telex or facsimile, the notice time is the time when such notice is transmitted. If such notice does not reach the addressee on business date or reaches the addressee after the business time, the next business day following such day is the date of notice. The written form includes facsimile

6. DISPUTE RESOLUTION 6.1 The parties shall strive to settle any dispute arising from the interpretation or performance through negotiation in good faith. In case no settlement can be reached through consultation, each party can submit such matter to China International Economic and Trade Arbitration Commission ("CIETAC") for arbitration in accordance with the current rules of CIETAC. The arbitration proceedings shall take place in Beijing and shall be conducted in Chinese. The arbitration award shall be final and binding upon all the parties. 6.2 Each Party shall continue to perform its obligations in good faith according to the provisions of this Agreement except for the matters in dispute. 7. NOTICE 7.1 Any notice that is given by the party/parties hereto for the purpose of performing the rights and obligations hereunder shall be in written form. Where such notice is delivered personally, the actual delivery time is regarded as notice time; where such notice is transmitted by telex or facsimile, the notice time is the time when such notice is transmitted. If such notice does not reach the addressee on business date or reaches the addressee after the business time, the next business day following such day is the date of notice. The written form includes facsimile and telex. 7.2 Any notice or other correspondence hereunder provided shall be delivered to the following addresses in accordance with the above terms: PARTY A: KONGZHONG INFORMATION TECHNOLOGY (BEIJING) CO., LTD.
Address: Fax: Tele: Addressee: PARTY B: Address: Fax: Tele: Addressee: PARTY C: Room 809, Tower A, Yue Tan Building, No. 2, Yue Tan North Street, Xi Cheng District, Beijing (86) 10-68083118 (86) 10-68081818 Yunfan Zhou BEIJING BOYA WUJI TECHNOLOGIES CO., LTD. Room 809, Tower A, Yue Tan Building, No. 2, Yue Tan North Street, Xi Cheng District, Beijing (86) 10-68083118 (86) 10-68081818 Yang Zha YUNFAN ZHOU 4

Address: Fax: Tele: Addressee: PARTY D: Address: Fax: Tele: Addressee:

13 A, No. 9 Building, Guan Cheng South Garden, Ma Dian, Hai Dian District, Beijing

Yunfan Zhou ZHEN HUANG 13 A, No. 9 Building, Guan Cheng South Garden, Ma Dian, Hai Dian District, Beijing

Zhen Huang

8. EFFECT, TERM AND OTHER ABOUT THIS AGREEMENT 8.1 This Agreement shall be executed by a duly authorized representative of each party as of the Effective Date first written above and become effective simultaneously. The term of this agreement is ten years unless early termination occurs in accordance with the relevant provisions herein. This Agreement may extend automatically

Address: Fax: Tele: Addressee: PARTY D: Address: Fax: Tele: Addressee:

13 A, No. 9 Building, Guan Cheng South Garden, Ma Dian, Hai Dian District, Beijing

Yunfan Zhou ZHEN HUANG 13 A, No. 9 Building, Guan Cheng South Garden, Ma Dian, Hai Dian District, Beijing

Zhen Huang

8. EFFECT, TERM AND OTHER ABOUT THIS AGREEMENT 8.1 This Agreement shall be executed by a duly authorized representative of each party as of the Effective Date first written above and become effective simultaneously. The term of this agreement is ten years unless early termination occurs in accordance with the relevant provisions herein. This Agreement may extend automatically for another ten years except Party A give notice of no extension in written three months prior to expiration of the term of this Agreement. 8.2 Party B, Party C and Party D shall not terminate this Agreement within the term of this Agreement. Notwithstanding the above stipulation, Party A shall have the right to terminate this Agreement at any time by issuing a prior written notice to Party B, Party C and Party D thirty (30) days before the termination. 8.3 In case any terms and stipulations in this Agreement is regarded as illegal or can not be performed in accordance with the applicable law, it shall be deemed to be deleted from this Agreement and lose its effect and this Agreement shall be treated as without it from the very beginning. However, the rest stipulations will remain effective. Each Party shall replace the deleted stipulations with those lawful and effective ones, which are acceptable to each Party, through mutual negotiation. 8.4 Any non-exertion of any rights, powers or privileges hereunder shall not be regarded as the waiver thereof. Any single or partial exertion of such rights, powers or privileges shall not exclude each party from exerting any other rights, powers or privileges. IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed by a duly authorized representative each on behalf of the party as of the Effective Date first written above. 5

(No text on this page) PARTY A: KONGZHONG INFORMATION TECHNOLOGY (BEIJING) CO., LTD.
Authorized Representative: /s/ Nick Yang _________________

PARTY B: BEIJING BOYA WUJI TECHNOLOGIES CO., LTD.
Authorized Representative: /s/ Yang Zha _________________

PARTY C: YUNFAN ZHOU
Signature: /s/ Yunfan Zhou _________________

(No text on this page) PARTY A: KONGZHONG INFORMATION TECHNOLOGY (BEIJING) CO., LTD.
Authorized Representative: /s/ Nick Yang _________________

PARTY B: BEIJING BOYA WUJI TECHNOLOGIES CO., LTD.
Authorized Representative: /s/ Yang Zha _________________

PARTY C: YUNFAN ZHOU
Signature: /s/ Yunfan Zhou _________________

PARTY D: ZHEN HUANG
Signature: /s/ Zhen Huang __________________

6

[Translation of Chinese original] Exhibit 10.16 SHARE PLEDGE AGREEMENT This Share Pledge Agreement ("this Agreement") is entered into on March 31, 2004 in Beijing by and between the following parties:
PLEDGEE: BEIJING) And PLEDGORS: YUNFAN ZHOU, ZHEN HUANG (THE PLEDGORS) KONGZHONG INFORMATION TECHNOLOGY (BEIJING) CO., LTD (KONGZHONG

WHEREAS, 1. The Pledgors, Yunfan Zhou and Zhen Huang, are citizens of the People's Republic of China ("PRC", excluding Hong Kong Special Administration District, Macao Special Administration District and Taiwan area, for the purpose of this Agreement), and each of Yunfan Zhou and Zhen Huang respectively owns 50% equity interest in Beijing Boya Wuji Technologies Co., Ltd. ("Beijing Boya Wuji"). 2. Beijing Boya Wuji is a limited liability company registered in Beijing engaging in the business of Internet information provision services, value-added telecommunication services, etc. 3. The Pledgee, a wholly foreign-owned company registered in Beijing, PRC, has been licensed by the PRC relevant government authority to carry on the business of computer software products, internet products development, sale and services of own products, etc. The Pledgee and the Pledgors-owned Beijing Boya Wuji

[Translation of Chinese original] Exhibit 10.16 SHARE PLEDGE AGREEMENT This Share Pledge Agreement ("this Agreement") is entered into on March 31, 2004 in Beijing by and between the following parties:
PLEDGEE: BEIJING) And PLEDGORS: YUNFAN ZHOU, ZHEN HUANG (THE PLEDGORS) KONGZHONG INFORMATION TECHNOLOGY (BEIJING) CO., LTD (KONGZHONG

WHEREAS, 1. The Pledgors, Yunfan Zhou and Zhen Huang, are citizens of the People's Republic of China ("PRC", excluding Hong Kong Special Administration District, Macao Special Administration District and Taiwan area, for the purpose of this Agreement), and each of Yunfan Zhou and Zhen Huang respectively owns 50% equity interest in Beijing Boya Wuji Technologies Co., Ltd. ("Beijing Boya Wuji"). 2. Beijing Boya Wuji is a limited liability company registered in Beijing engaging in the business of Internet information provision services, value-added telecommunication services, etc. 3. The Pledgee, a wholly foreign-owned company registered in Beijing, PRC, has been licensed by the PRC relevant government authority to carry on the business of computer software products, internet products development, sale and services of own products, etc. The Pledgee and the Pledgors-owned Beijing Boya Wuji entered into Exclusive Technical Consulting and Services Agreement, [Trademark Licensing Agreement] and Domain Name Licensing Agreement on March 31, 2004. 4. In order to make sure that the Pledgee collect technical service fees under Exclusive Technical Consulting and Services Agreement, [Trademark Licensing Agreement] and Domain Name Licensing Agreement from Pledgorsowned Beijing Boya Wuji, the Pledgors are willing to severally and jointly pledge all their equity interest in Beijing Boya Wuji to the Pledgee as a security for the Pledgee to collect the above-mentioned fees. In order to define each Party's rights and obligations, the Pledgee and the Pledgors 1

through mutual negotiations hereby enter into this Agreement based upon the following terms: 1. DEFINITIONS Unless otherwise provided in this Agreement, the following terms shall have the following meanings: 1.1 Pledge means the full content of Article 2 hereunder. 1.2 Equity Interest means all the 100% equity interests in Beijing Boya Wuji legally and jointly held by the Pledgors and all the present and future rights and benefits based on such equity interest. 1.3 Service Agreement means the Exclusive Technical Consulting and Services Agreement entered into by and between Beijing Boya Wuji and the Pledgee on March 31, 2004. 1.4 Licensing Agreement means the Trademark Licensing Agreement and Domain Name Licensing Agreement entered into by and between Beijing Boya Wuji and the Pledgee on March 31, 2004.

through mutual negotiations hereby enter into this Agreement based upon the following terms: 1. DEFINITIONS Unless otherwise provided in this Agreement, the following terms shall have the following meanings: 1.1 Pledge means the full content of Article 2 hereunder. 1.2 Equity Interest means all the 100% equity interests in Beijing Boya Wuji legally and jointly held by the Pledgors and all the present and future rights and benefits based on such equity interest. 1.3 Service Agreement means the Exclusive Technical Consulting and Services Agreement entered into by and between Beijing Boya Wuji and the Pledgee on March 31, 2004. 1.4 Licensing Agreement means the Trademark Licensing Agreement and Domain Name Licensing Agreement entered into by and between Beijing Boya Wuji and the Pledgee on March 31, 2004. 1.5 Event of Default means any event in accordance with Article 7 hereunder. 1.6 Notice of Default means the notice of default issued by the Pledgee in accordance with this Agreement. 2. PLEDGE 2.1 The Pledgors agree to pledge all their Equity Interest in Beijing Boya Wuji to the Pledgee to ensure the Pledgee collect the services fees under the Service Agreement. 2.2 The Pledge under this Agreement refers to all the fees (including legal fees), expenses and losses that Beijing Boya Wuji shall pay to the Pledgee under the Service Agreement and Licensing Agreement, and the civil liability to the Pledgee that Beijing Boya Wuji shall bear in case the Service Agreement and/or Licensing Agreement wholly or partially nullify due to any reason. 2.3 The Pledge under this Agreement refers to the rights owned by the Pledgee who shall be entitled to have priority in receiving payment by evaluation, or proceeds from the auction, or sale of the Equity Interest pledged by the Pledgors to the Pledgee. 2

2.4 Unless otherwise agreed in written by the Pledgee after the execution of this Agreement, the pledge under this Agreement shall be terminated only upon Beijing Boya Wuji's full performance of all its obligations and liabilities under the Servicing Agreement and Licensing Agreement and subject to written consent by the Pledgee. If Beijing Boya Wuji does not fully perform all or part of its obligations or liabilities under the Servicing Agreement and Licensing Agreement upon expiration of such agreements, the Pledgee shall maintain the Pledge hereunder up to the date all such obligations and liabilities are fully performed. 3. EFFECT 3.1 This Agreement shall take effect as of the date when the equity shares pledged are recorded in the Name List of Shareholders of Beijing Boya Wuji. 3.2 The Pledgee is entitled to dispose the pledge hereunder if Beijing Boya Wuji fails to pay the fees in accordance with the Servicing Agreement and Licensing Agreement during the Pledge. 4. PHYSICAL POSSESSION OF DOCUMENTS 4.1 During the term of Pledge under this Agreement, the Pledgors shall deliver the physical possession of the Certificate of Distribution (original) of Beijing Boya Wuji and provide the evidence of the proper record of such Pledge on the Name List of Shareholders of Beijing Boya Wuji to the Pledgee within one week as of the date of

2.4 Unless otherwise agreed in written by the Pledgee after the execution of this Agreement, the pledge under this Agreement shall be terminated only upon Beijing Boya Wuji's full performance of all its obligations and liabilities under the Servicing Agreement and Licensing Agreement and subject to written consent by the Pledgee. If Beijing Boya Wuji does not fully perform all or part of its obligations or liabilities under the Servicing Agreement and Licensing Agreement upon expiration of such agreements, the Pledgee shall maintain the Pledge hereunder up to the date all such obligations and liabilities are fully performed. 3. EFFECT 3.1 This Agreement shall take effect as of the date when the equity shares pledged are recorded in the Name List of Shareholders of Beijing Boya Wuji. 3.2 The Pledgee is entitled to dispose the pledge hereunder if Beijing Boya Wuji fails to pay the fees in accordance with the Servicing Agreement and Licensing Agreement during the Pledge. 4. PHYSICAL POSSESSION OF DOCUMENTS 4.1 During the term of Pledge under this Agreement, the Pledgors shall deliver the physical possession of the Certificate of Distribution (original) of Beijing Boya Wuji and provide the evidence of the proper record of such Pledge on the Name List of Shareholders of Beijing Boya Wuji to the Pledgee within one week as of the date of execution of this Agreement. 4.2 The Pledgors shall be entitled to collect the incomes (such as, including but not limited to, any dividends and profits) from the Equity Interest, which shall become the assurance for the debt of Beijing Boya Wuji, within the term of this Agreement, except for written consent of the Pledgee. 5 WARRANTIES AND REPRESENTATION OF THE PLEDGORS The Pledgors hereby make the following representation and warranties to the Pledgee and confirm that the Pledgee execute such Agreement in reliance of such representation and warranties: 5.1 The Pledgors are the legal owner of the Equity Interest hereunder and are entitled to create pledge on such shares; 5.2 The Pledgee shall not be interfered by any others at any time once the Pledgee exercises the rights of the Pledge in accordance with this Agreement. 3

5.3 The Pledgee shall be entitled to exercise the Pledge in accordance with relevant laws and this Agreement. 5.4 The execution and performance of this Agreement by the Pledgors has gained all necessary authorization and shall not violate any applicable laws and regulations. The representative who signs this Agreement shall be lawfully and effectively authorized. 5.5 Except the Pledge hereunder, the Equity Interest owned by the Pledgors shall not burden any other liabilities (including but not limited to pledge). 5.6 The Pledgors warrant that there is no on-going civil, administrative or criminal litigation or administrative punishment or arbitration related with the Equity Interest hereunder and have no idea about those in future at the date of execution of this Agreement. 5.7 There are no outstanding taxes, fees or unfinished legal procedures related with the Equity Interest hereunder at the date of execution of this Agreement. 5.8 Each stipulation hereunder is the expression of the Pledgors' true intention and shall be binding upon to the Pledgors.

5.3 The Pledgee shall be entitled to exercise the Pledge in accordance with relevant laws and this Agreement. 5.4 The execution and performance of this Agreement by the Pledgors has gained all necessary authorization and shall not violate any applicable laws and regulations. The representative who signs this Agreement shall be lawfully and effectively authorized. 5.5 Except the Pledge hereunder, the Equity Interest owned by the Pledgors shall not burden any other liabilities (including but not limited to pledge). 5.6 The Pledgors warrant that there is no on-going civil, administrative or criminal litigation or administrative punishment or arbitration related with the Equity Interest hereunder and have no idea about those in future at the date of execution of this Agreement. 5.7 There are no outstanding taxes, fees or unfinished legal procedures related with the Equity Interest hereunder at the date of execution of this Agreement. 5.8 Each stipulation hereunder is the expression of the Pledgors' true intention and shall be binding upon to the Pledgors. 6 COVENANT OF THE PLEDGORS 6.1 During the effective term of this Agreement, the Pledgors covenant to the Pledgee that the Pledgors shall:
6.1.1 not transfer the Equity Interest, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from the Pledgee except for transfer to the Pledgee or the person designated by the Pledgee as required by the Pledgee; comply with and implement relevant laws and regulations, present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within five days upon receiving such notices, orders or suggestions and take actions in accordance with the reasonable instruction of the Pledgee; timely notify the Pledgee of any events or any received notices which may affect the Pledgors' Equity Interest or any part of its

6.1.2

6.1.3

4

right, and any events or any received notices which may change the Pledgors' any covenant and obligation under this Agreement or which may affect the Pledgors' performance of its obligations under this Agreement, take actions in accordance with the reasonable instruction of the Pledgee; 6.2 The Pledgors agrees that the Pledgee's right of exercising the Pledge obtained from this Agreement shall not be suspended or hampered by the Pledgors or any successors of the Pledgors or any person authorized by the Pledgors or any other person. 6.3 The Pledgors warrants to the Pledgee that in order to protect or perfect the security over the payment of the technical consulting and service fees under the Service Agreement and the licensing fees under the Licensing Agreement, the Pledgors shall execute in good faith and cause other parties who have interests in the pledge to execute all the title certificates, contracts, and /or perform and cause other parties who have interests to take action as required by the Pledgee and make access to exercise the rights and authorization vested in the Pledgee under this Agreement, and execute all the documents with respect to the changes of certificate of equity interests with the Pledgee or another party designated by the Pledgee, and provides the Pledgee with all the documents

right, and any events or any received notices which may change the Pledgors' any covenant and obligation under this Agreement or which may affect the Pledgors' performance of its obligations under this Agreement, take actions in accordance with the reasonable instruction of the Pledgee; 6.2 The Pledgors agrees that the Pledgee's right of exercising the Pledge obtained from this Agreement shall not be suspended or hampered by the Pledgors or any successors of the Pledgors or any person authorized by the Pledgors or any other person. 6.3 The Pledgors warrants to the Pledgee that in order to protect or perfect the security over the payment of the technical consulting and service fees under the Service Agreement and the licensing fees under the Licensing Agreement, the Pledgors shall execute in good faith and cause other parties who have interests in the pledge to execute all the title certificates, contracts, and /or perform and cause other parties who have interests to take action as required by the Pledgee and make access to exercise the rights and authorization vested in the Pledgee under this Agreement, and execute all the documents with respect to the changes of certificate of equity interests with the Pledgee or another party designated by the Pledgee, and provides the Pledgee with all the documents regarded as necessary to the Pledgee within the reasonable time. 6.4 The Pledgors warrants to the Pledgee that the Pledgors will comply with and perform all the guarantees, covenants, agreements, representations and conditions for the benefits of the Pledgee. The Pledgors shall compensate for all the losses suffered by the Pledgee for the reasons that the Pledgors does not perform or fully perform their guarantees, covenants, agreements, representations and conditions. 7 EVENT OF DEFAULT
7.1 The following events shall be regarded as an event of default: 7.1.1 Beijing Boya Wuji or its successor or trustee fails to make full payment of service fees or licensing fees under the Servicing Agreement and Licensing Agreement as scheduled there under; The Pledgors makes any material misleading or fraudulent representations or warranties under Article 5 herein, and/or the Pledgors is in violation of any warranties under Article 5 herein; The Pledgors violates the warrants under Article 5 and the covenants under Article 6 herein;

7.1.2

7.1.3

5
7.1.4 The Pledgors seriously violates any terms and conditions herein; The Pledgors waives the pledged Equity Interest or transfers or assigns the pledged Equity Interest without prior written consent from the Pledgee except otherwise agreed under Article 6.1.1 herein; The Pledgors' any external loan, security, compensation, covenants or any other compensation liabilities (1) are required to be repaid or performed prior to the scheduled date; or (2) are due but can not be repaid or performed as scheduled and thereby cause the Pledgee to deem that the Pledgors' capacity to perform the obligations herein is affected; The Pledgors is incapable of repaying the general debt or other debt; This Agreement is illegal for the reason of the promulgation of any related laws or the Pledgors' incapability of continuing to perform the obligations herein;

7.1.5

7.1.6

7.1.7

7.1.8

7.1.4

The Pledgors seriously violates any terms and conditions herein; The Pledgors waives the pledged Equity Interest or transfers or assigns the pledged Equity Interest without prior written consent from the Pledgee except otherwise agreed under Article 6.1.1 herein; The Pledgors' any external loan, security, compensation, covenants or any other compensation liabilities (1) are required to be repaid or performed prior to the scheduled date; or (2) are due but can not be repaid or performed as scheduled and thereby cause the Pledgee to deem that the Pledgors' capacity to perform the obligations herein is affected; The Pledgors is incapable of repaying the general debt or other debt; This Agreement is illegal for the reason of the promulgation of any related laws or the Pledgors' incapability of continuing to perform the obligations herein; Any approval, permits, licenses or authorization from the competent authority of the government needed to perform this Agreement or validate this Agreement are withdrawn, suspended, invalidated or materially amended; The property of the Pledgors is adversely changed and cause the Pledgee to deem that the capability of the Pledgors to perform the obligations herein is affected; Other circumstances whereby the Pledgee is incapable of exercising the right to dispose the Pledge in accordance with the related laws.

7.1.5

7.1.6

7.1.7

7.1.8

7.1.9

7.1.10

7.1.11

7.2 The Pledgors shall immediately give a written notice to the Pledgee if the Pledgors are aware of or find that any event under Article 7.1 herein or any events that may result in the foregoing events have happened or is going on. 7.3 Unless the event of default under Article 7.1 herein has been solved to the Pledgee's satisfaction, the Pledgee, at any time when the event of default happens or thereafter, may give a written notice of default to the Pledgors and require the Pledgors to immediately make full payment of the outstanding fees under the Service Agreement and the Licensing Agreement, and other payables or exercise the Pledge in accordance with Article 8 herein. 6

8 EXERCISE OF THE RIGHT OF THE PLEDGE 8.1 The Pledgors shall not transfer or assign the pledge without prior written approval from the Pledgee prior to the full repayment of the fees under the Service Agreement and the Licensing Agreement. 8.2 The Pledgee shall give a notice of default to the Pledgors when the Pledgee exercises the right of pledge. 8.3 Subject to Article 7.3, the Pledgee may exercise the right to exercise the Pledge at any time or after the Pledgee gives a notice of default in accordance with Article 7.3 or thereafter. 8.4 The Pledgee is entitled to have priority in receiving payment by the evaluation or proceeds from the auction or sale of whole or part of the share pledged herein in accordance with legal procedure until the outstanding fees under the Servicing Agreement and the Licensing Agreement and all other payables there under are repaid.

8 EXERCISE OF THE RIGHT OF THE PLEDGE 8.1 The Pledgors shall not transfer or assign the pledge without prior written approval from the Pledgee prior to the full repayment of the fees under the Service Agreement and the Licensing Agreement. 8.2 The Pledgee shall give a notice of default to the Pledgors when the Pledgee exercises the right of pledge. 8.3 Subject to Article 7.3, the Pledgee may exercise the right to exercise the Pledge at any time or after the Pledgee gives a notice of default in accordance with Article 7.3 or thereafter. 8.4 The Pledgee is entitled to have priority in receiving payment by the evaluation or proceeds from the auction or sale of whole or part of the share pledged herein in accordance with legal procedure until the outstanding fees under the Servicing Agreement and the Licensing Agreement and all other payables there under are repaid. 8.5 The Pledgors shall not hinder the Pledgee from exercising the Pledge in accordance with this Agreement and shall give necessary assistance so that the Pledgee could perfect his Pledge. 9 TRANSFER OR ASSIGNMENT 9.1 The Pledgors shall not assign or transfer his rights and/or obligations to any third party herein without prior consent from the Pledgee. 9.2 This Agreement shall be binding upon the Pledgors and his successors and be effective to the Pledgee and his each successor and assignee. 9.3 The Pledgee may transfer or assign his all or any rights and obligations under the Service Agreement and/or the Licensing Agreement to any third party at any time. In this case, the assignee shall enjoy and undertake the same rights and obligations herein of the Pledgee as if the assignee is a party hereto. When the Pledgee transfers or assigns the rights and obligations under the Service Agreement and/or the Licensing Agreement, at the request of the Pledgee, the Pledgors shall execute the relevant agreements and/or documents with respect to such transfer or assignment. 9.4 After the Pledgee's change resulting from the transfer or assignment, the new parties to the pledge shall reexecute a pledge contract. 7

10 TERMINATION This Agreement shall not be terminated until the fees under the Service Agreement and the Licensing Agreement are paid off and Beijing Boya Wuji will not undertake any obligations under the Service Agreement and the Licensing Agreement any more, and the Pledgee shall cancel or terminate this Agreement within reasonable time as soon as practicable. 11 FEES AND OTHER CHARGES 11.1 The Pledgors shall be responsible for all the fees and actual expenditures in relation to this Agreement including but not limited to legal fees, cost of production, stamp tax and any other taxes and charges. If the Pledgee pays the relevant taxes in accordance with the laws, the Pledgors shall fully indemnify such taxes paid by the Pledgee. 11.2 The Pledgors shall be responsible for all the fees (including but not limited to any taxes, formalities fees, management fees, litigation fees, attorney's fees, and various insurance premiums in connection with exercising of Pledge) incurred by the Pledgors for the reason that (1) The Pledgors fails to pay any payable taxes, fees or charges in accordance with this Agreement; or (2) The Pledgee has recourse to any foregoing taxes, charges or fees by any means for other reasons.

10 TERMINATION This Agreement shall not be terminated until the fees under the Service Agreement and the Licensing Agreement are paid off and Beijing Boya Wuji will not undertake any obligations under the Service Agreement and the Licensing Agreement any more, and the Pledgee shall cancel or terminate this Agreement within reasonable time as soon as practicable. 11 FEES AND OTHER CHARGES 11.1 The Pledgors shall be responsible for all the fees and actual expenditures in relation to this Agreement including but not limited to legal fees, cost of production, stamp tax and any other taxes and charges. If the Pledgee pays the relevant taxes in accordance with the laws, the Pledgors shall fully indemnify such taxes paid by the Pledgee. 11.2 The Pledgors shall be responsible for all the fees (including but not limited to any taxes, formalities fees, management fees, litigation fees, attorney's fees, and various insurance premiums in connection with exercising of Pledge) incurred by the Pledgors for the reason that (1) The Pledgors fails to pay any payable taxes, fees or charges in accordance with this Agreement; or (2) The Pledgee has recourse to any foregoing taxes, charges or fees by any means for other reasons. 12 FORCE MAJEURE 12.1 If this Agreement is delayed in or prevented from performing in the Event of Force Majeure ("Event of Force Majeure"), only within the limitation of such delay or prevention, the affected party is absolved from any liability under this Agreement. Force Majeure, which includes acts of governments, acts of nature, fire, explosion, geographic change, flood, earthquake, tide, lightning, war, means any unforeseen events beyond the prevented party's reasonable control and cannot be prevented with reasonable care. However, any shortage of credit, capital or finance shall not be regarded as an event beyond a Party's reasonable control. The Party affected by Force Majeure who claims for exemption from performing any obligations under this Agreement or under any Article herein shall promptly notify the other party of such exemption promptly and advice him of the steps to be taken for completion of the performance. 12.2 The party affected by Force Majeure shall not assume any liability under this Agreement. However, subject to the Party affected by Force Majeure having taken its reasonable and practicable efforts to perform this Agreement, the Party claiming for exemption of the liabilities may only be 8

exempted from performing such liability as within limitation of the part performance delayed or prevented by Force Majeure. Once causes for such exemption of liabilities are rectified and remedied, both parties agree to resume performance of this Agreement with their best efforts. 13 APPLICABLE LAW AND DISPUTE RESOLUTION 13.1 The execution, validity, performance and interpretation of this Agreement shall be governed by and construed in accordance with the PRC law. 13.2 The parties shall strive to settle any dispute arising from the interpretation or performance through friendly consultation. In case no settlement can be reached through consultation, each party can submit such matter to China International Economic and Trade Arbitration Commission ("CIETAC") for arbitration. The arbitration shall follow the current rules of CIETAC, and the arbitration proceedings shall be conducted in Chinese and shall take place in Beijing. The arbitration award shall be final and binding upon the parties. 13.3 Each Party shall continue performance of this Agreement in good faith according to the stipulations herein except the matters in dispute. 14 NOTICE

exempted from performing such liability as within limitation of the part performance delayed or prevented by Force Majeure. Once causes for such exemption of liabilities are rectified and remedied, both parties agree to resume performance of this Agreement with their best efforts. 13 APPLICABLE LAW AND DISPUTE RESOLUTION 13.1 The execution, validity, performance and interpretation of this Agreement shall be governed by and construed in accordance with the PRC law. 13.2 The parties shall strive to settle any dispute arising from the interpretation or performance through friendly consultation. In case no settlement can be reached through consultation, each party can submit such matter to China International Economic and Trade Arbitration Commission ("CIETAC") for arbitration. The arbitration shall follow the current rules of CIETAC, and the arbitration proceedings shall be conducted in Chinese and shall take place in Beijing. The arbitration award shall be final and binding upon the parties. 13.3 Each Party shall continue performance of this Agreement in good faith according to the stipulations herein except the matters in dispute. 14 NOTICE Any notice or correspondence, which is given by the Party as stipulated hereunder, shall be in Chinese and English writing and shall be delivered in person or by registered or prepaid mail or recognized express service, or be transmitted by facsimile to the following addresses: PLEDGEE: KONGZHONG INFORMATION TECHNOLOGY (BEIJING) CO. LTD Registered Address: Room 809, Tower A, Yue Tan Building, Yue Tan North Street, Xi Cheng District, Beijing Fax: (86) 10-68083118 Tele:(86) 10-68081818 Addressee: Yunfan Zhou YUNFAN ZHOU Address: Room 13A, No.9 Building, Guan Cheng Nan Yuan, Ma Dian, Hai Dian District, Beijing Fax: Tele: Addressee: Yunfan Zhou 9

ZHEN HUANG Address: Room 13A, No.9 Building, Guan Cheng South Garden, Ma Dian, Hai Dian District, Beijing Fax: Tele: Addressee: Zhen Huang 15 APPENDICES

ZHEN HUANG Address: Room 13A, No.9 Building, Guan Cheng South Garden, Ma Dian, Hai Dian District, Beijing Fax: Tele: Addressee: Zhen Huang 15 APPENDICES The appendices to this Agreement are entire and integral part of this Agreement. 16 WAIVER The Pledgee's non-exercise or delay in exercise of any rights, remedies, power or privileges hereunder shall not be deemed as the waiver of such rights, remedies, power or privileges. Any single or partial exercise of the rights, remedies, power and privileges shall not exclude the Pledgee from exercising any other rights, remedies, power and privileges. The rights, remedies, power and privileges hereunder are accumulative and shall not exclude the application of any other rights, remedies, power and privileges stipulated by laws. 17 MISCELLANEOUS 17.1 Any amendments, modifications or supplements to this Agreement shall be in writing and come into effect upon being executed and sealed by the parties hereto. 17.2 In case any terms and stipulations in this Agreement is regarded as illegal or can not be performed in accordance with the applicable law, such terms and stipulations shall be deemed to lose effect and enforcement within the scope governed by the applicable law, and the rest stipulations will remain effective. 17.3 This Agreement is written in Chinese and there are 5 original copies. 10

(No text on this page) PLEDGEE: KONGZHONG INFORMATION TECHNOLOGY (BEIJING) CO., LTD.
Authorized Representative: /s/ Nick Yang ------------------

PLEDGORS: YUNFAN ZHOU
Signature: /s/ Yunfan Zhou -------------------

PLEDGORS: ZHEN HUANG
Signature: /s/ Zhen Huang ------------------

11

(No text on this page) PLEDGEE: KONGZHONG INFORMATION TECHNOLOGY (BEIJING) CO., LTD.
Authorized Representative: /s/ Nick Yang ------------------

PLEDGORS: YUNFAN ZHOU
Signature: /s/ Yunfan Zhou -------------------

PLEDGORS: ZHEN HUANG
Signature: /s/ Zhen Huang ------------------

11

APPENDICES 1. Name List of Shareholders of Beijing Boya Wuji Technologies Co., Ltd. 2. Certificate of Capital Contribution of Beijing Boya Wuji Technologies Co., Ltd. 12

EXHIBIT 10.17 OPTION AGREEMENT THIS OPTION AGREEMENT ("Agreement") is made on this 31st day of March 2004 in Beijing, People's Republic of China ("PRC") among (1) KONGZHONG INFORMATION TECHNOLOGY (BEIJING) CO., LTD. (Chinese Characters) ("KongZhong Beijing") (2) ZHOU, YUNFAN, a PRC citizen whose PRC identification number is 110102197411102374, and whose residential address is 13A, No. 9 Building, Guang Cheng South Garden, Ma Dian, Beijing, PRC("Zhou") and (3) HUANG, ZHEN, a PRC citizen whose PRC identification number is 610104780219162, and whose residential address is 13A, No. 9 Building, Guang Cheng South Garden, Ma Dian, Beijing, PRC ("Huang") (Each of Zhou and Huang is hereinafter referred to as a "Grantor" and collectively the "Grantors") WHEREAS A. KongZhong Beijing is a wholly foreign-owned enterprise, duly established and registered in Beijing under the laws of the PRC.

APPENDICES 1. Name List of Shareholders of Beijing Boya Wuji Technologies Co., Ltd. 2. Certificate of Capital Contribution of Beijing Boya Wuji Technologies Co., Ltd. 12

EXHIBIT 10.17 OPTION AGREEMENT THIS OPTION AGREEMENT ("Agreement") is made on this 31st day of March 2004 in Beijing, People's Republic of China ("PRC") among (1) KONGZHONG INFORMATION TECHNOLOGY (BEIJING) CO., LTD. (Chinese Characters) ("KongZhong Beijing") (2) ZHOU, YUNFAN, a PRC citizen whose PRC identification number is 110102197411102374, and whose residential address is 13A, No. 9 Building, Guang Cheng South Garden, Ma Dian, Beijing, PRC("Zhou") and (3) HUANG, ZHEN, a PRC citizen whose PRC identification number is 610104780219162, and whose residential address is 13A, No. 9 Building, Guang Cheng South Garden, Ma Dian, Beijing, PRC ("Huang") (Each of Zhou and Huang is hereinafter referred to as a "Grantor" and collectively the "Grantors") WHEREAS A. KongZhong Beijing is a wholly foreign-owned enterprise, duly established and registered in Beijing under the laws of the PRC. B. Zhou and Huang established Beijing Boya Wuji Technology Co., Ltd. ("Beijing Boyawuji"), a limited liability company, with a registered capital of RMB 1,000,000, on March 29th, 2004 in accordance with PRC law. C. Zhou and Huang together hold 100% of the registered capital of Beijing Boyawuji (the "Equity Interests") and respectively, Zhou holds 50% and Huang holds 50%. D. Grantors have agreed to grant exclusively to KongZhong Beijing an option to purchase the Equity Interests, subject to the terms and conditions set forth below. THE PARTIES THEREFORE AGREE AS FOLLOWS: 1

ARTICLE 1: GRANT OF THE OPTION 1.1 Purchase Option Each of Zhou and Huang hereby grants to KongZhong Beijing an option (each and "Option" and collectively the "Options") to Purchase their respective Equity Interests at the purchase price of RMB ten thousand (10,000) per one (1) percent of the registered capital of Beijing Boyawuji, each of such option shall become vested as of the date of this Agreement.

EXHIBIT 10.17 OPTION AGREEMENT THIS OPTION AGREEMENT ("Agreement") is made on this 31st day of March 2004 in Beijing, People's Republic of China ("PRC") among (1) KONGZHONG INFORMATION TECHNOLOGY (BEIJING) CO., LTD. (Chinese Characters) ("KongZhong Beijing") (2) ZHOU, YUNFAN, a PRC citizen whose PRC identification number is 110102197411102374, and whose residential address is 13A, No. 9 Building, Guang Cheng South Garden, Ma Dian, Beijing, PRC("Zhou") and (3) HUANG, ZHEN, a PRC citizen whose PRC identification number is 610104780219162, and whose residential address is 13A, No. 9 Building, Guang Cheng South Garden, Ma Dian, Beijing, PRC ("Huang") (Each of Zhou and Huang is hereinafter referred to as a "Grantor" and collectively the "Grantors") WHEREAS A. KongZhong Beijing is a wholly foreign-owned enterprise, duly established and registered in Beijing under the laws of the PRC. B. Zhou and Huang established Beijing Boya Wuji Technology Co., Ltd. ("Beijing Boyawuji"), a limited liability company, with a registered capital of RMB 1,000,000, on March 29th, 2004 in accordance with PRC law. C. Zhou and Huang together hold 100% of the registered capital of Beijing Boyawuji (the "Equity Interests") and respectively, Zhou holds 50% and Huang holds 50%. D. Grantors have agreed to grant exclusively to KongZhong Beijing an option to purchase the Equity Interests, subject to the terms and conditions set forth below. THE PARTIES THEREFORE AGREE AS FOLLOWS: 1

ARTICLE 1: GRANT OF THE OPTION 1.1 Purchase Option Each of Zhou and Huang hereby grants to KongZhong Beijing an option (each and "Option" and collectively the "Options") to Purchase their respective Equity Interests at the purchase price of RMB ten thousand (10,000) per one (1) percent of the registered capital of Beijing Boyawuji, each of such option shall become vested as of the date of this Agreement. 1.2 Term This Agreement shall take effect as of the date of signing by the parties hereto and shall remain in full force and effect until the earlier of (1) the date on which all of the Equity Interests have been purchased by KongZhong Beijing and (2) the tenth anniversary of the date hereof. ARTICLE 2: EXERCISE OF THE OPTION AND ITS CLOSING

ARTICLE 1: GRANT OF THE OPTION 1.1 Purchase Option Each of Zhou and Huang hereby grants to KongZhong Beijing an option (each and "Option" and collectively the "Options") to Purchase their respective Equity Interests at the purchase price of RMB ten thousand (10,000) per one (1) percent of the registered capital of Beijing Boyawuji, each of such option shall become vested as of the date of this Agreement. 1.2 Term This Agreement shall take effect as of the date of signing by the parties hereto and shall remain in full force and effect until the earlier of (1) the date on which all of the Equity Interests have been purchased by KongZhong Beijing and (2) the tenth anniversary of the date hereof. ARTICLE 2: EXERCISE OF THE OPTION AND ITS CLOSING
2.1 Timing of Exercise 2.1.1 Each of the Grantors agrees that KongZhong Beijing in its sole discretion may at any time, and from time to time after the date hereof, exercise the Options, in whole or in part, to acquire all or any portion of their respective Equity Interests, subject only to applicable laws of the PRC, including any restrictions on foreign investment. For the avoidance of doubt, each of the holders hereby agrees that KongZhong Beijing shall be entitled to exercise the Option for an unlimited number of times, until all of the Equity Interests have been acquired by KongZhong Beijing. The Grantors agree that KongZhong Beijing may designate in its sole discretion any third party to exercise the Options on its behalf, in which case KongZhong Beijing shall provide written notice to the Grantor at the time the Option granted by such Grantor is exercised.

2.1.2

2.1.3

2.2

Transfer

The Grantors agree that the Option shall be freely transferable, in whole or in part, by KongZhong Beijing to any third party, and that, upon such transfer, the Option may be exercised by such third party upon the terms and conditions set forth herein, as if such third party were a party to this Agreement, and that such 2

third party shall assume the rights and obligations of KongZhong Beijing hereunder.
2.3 Notice Requirement 2.3.1 To exercise an Option, KongZhong Beijing shall send an written notice to the Grantor such Option is to be exercised by no later than ten (10) days prior to each Closing Date (as defined below),specifying therein: 2.3.1.1 The date of the effective closing of such purchase (a "Closing Date"); the name of the person in which the Equity Interests shall be registered; the amount of Equity Interests to be purchased from such Grantor; the type of payment; and

2.3.1.2

2.3.1.3

2.3.1.4

third party shall assume the rights and obligations of KongZhong Beijing hereunder.
2.3 Notice Requirement 2.3.1 To exercise an Option, KongZhong Beijing shall send an written notice to the Grantor such Option is to be exercised by no later than ten (10) days prior to each Closing Date (as defined below),specifying therein: 2.3.1.1 The date of the effective closing of such purchase (a "Closing Date"); the name of the person in which the Equity Interests shall be registered; the amount of Equity Interests to be purchased from such Grantor; the type of payment; and a letter of authorization, where a third party has been designated to exercise the Option.

2.3.1.2

2.3.1.3

2.3.1.4 2.3.1.5

2.3.2

For the avoidance of doubt, it is expressly agreed among the parties that KongZhong Beijing shall have the right to exercise the Options and elect to register the Equity Interests in the name of another person as it may designates from time to time.

2.4

Closing

On each Closing Date, KongZhong Beijing shall pay to the relevant Grantor the applicable purchase price for the Equity Interests to be purchased on such Closing Date as provided in Article 1 above. ARTICLE 3: COMPLETION 3.1 Assignment Agreement Concurrently with the execution and delivery of this Agreement, and from time to time upon the request of KongZhong Beijing, each of the Grantors shall execute and deliver one or more assignments, each in the form and content substantially satisfactory to KongZhong Beijing (each an "Assignment") together with any other documents necessary to give effect to the transfer to 3

KongZhong Beijing or its designated party of all or any part of the Equity Interests upon an exercise of an Option by KongZhong Beijing (the " Ancillary Documents"). Each Assignment and the Ancillary Documents are to be held in KongZhong Beijing. 3.2 Board Resolution Notwithstanding Section 3.1 above, concurrently with the execution and delivery of this Agreement, and from time to time upon the request of KongZhong Beijing, each of Grantors shall execute and deliver one or more resolutions of the board of directors and/or shareholders of Beijing Boyawuji, approving the following:
3.2.1 The transfer by the Grantor of all or part of the Equity Interests to KongZhong Beijing or its designated party; and any other matters as KongZhong Beijing may reasonably request.

3.2.2

Each Resolution is to be held in KongZhong Beijing.

KongZhong Beijing or its designated party of all or any part of the Equity Interests upon an exercise of an Option by KongZhong Beijing (the " Ancillary Documents"). Each Assignment and the Ancillary Documents are to be held in KongZhong Beijing. 3.2 Board Resolution Notwithstanding Section 3.1 above, concurrently with the execution and delivery of this Agreement, and from time to time upon the request of KongZhong Beijing, each of Grantors shall execute and deliver one or more resolutions of the board of directors and/or shareholders of Beijing Boyawuji, approving the following:
3.2.1 The transfer by the Grantor of all or part of the Equity Interests to KongZhong Beijing or its designated party; and any other matters as KongZhong Beijing may reasonably request.

3.2.2

Each Resolution is to be held in KongZhong Beijing. ARTICLE 4: REPRESENTATIONS AND WARRANTIES 4.1 Representations and Warranties Each of Grantors severally represents and warrants to KongZhong Beijing that:
4.1.1 it has the full power and authority to enter into, and perform under, this Agreement; its signing of this Agreement or fulfilling of any its obligations hereunder does not violate any laws, regulations and contracts to which it is bound, or require any government authorization or approval; there is no lawsuit, arbitration or other legal or government procedures pending which, based on its knowledge, shall materially and adversely affect this Agreement and the performance thereof; it has disclosed to KongZhong Beijing all documents issued by any government department that might cause a material adverse effect on the performance of its obligations under this Agreement; it has not been declared bankrupt by a count of competent jurisdiction;

4.1.2

4.1.3

4.1.4

4.1.5

4
4.1.6 its equity shareholding will remain free and clear from all liens, encumbrances and third party rights; it will not transfer, donate, pledge, or otherwise dispose of its equity shareholdings in any way unless otherwise agreed by KongZhong Beijing; the Option granted to KongZhong Beijing shall be exclusive, and neither Grantor shall grant the Option or any similar rights to a third party by any means whatsoever.

4.1.7

Zhou further represents and warrants to KongZhong Beijing that it owns 50% of the Equity Interests of Beijing Boya Wuji and Huang further represents and warrants to KongZhong Beijing that it owns 50% of the Equity Interests of Beijing Beijing Boya Wuji. The Parties hereby agree that representations and warranties set forth in Sections 4.1.1, 4.1.2, 4.1.3, 4.1.4, 4.1.5,4.1.6 and 4.1.7 shall be deemed to be repeated as of each Closing Date as if such representations and warrants were make on and as of such Closing Date.

4.1.6

its equity shareholding will remain free and clear from all liens, encumbrances and third party rights; it will not transfer, donate, pledge, or otherwise dispose of its equity shareholdings in any way unless otherwise agreed by KongZhong Beijing; the Option granted to KongZhong Beijing shall be exclusive, and neither Grantor shall grant the Option or any similar rights to a third party by any means whatsoever.

4.1.7

Zhou further represents and warrants to KongZhong Beijing that it owns 50% of the Equity Interests of Beijing Boya Wuji and Huang further represents and warrants to KongZhong Beijing that it owns 50% of the Equity Interests of Beijing Beijing Boya Wuji. The Parties hereby agree that representations and warranties set forth in Sections 4.1.1, 4.1.2, 4.1.3, 4.1.4, 4.1.5,4.1.6 and 4.1.7 shall be deemed to be repeated as of each Closing Date as if such representations and warrants were make on and as of such Closing Date. 4.2 Covenants and Undertaking Each of Grantors covenants and undertakes to KongZhong Beijing that:
4.2.1 he/she will bear all costs arising from executing each Assignment, the Ancillary Documents and any other relevant documents required therefore, and will complete all such formalities as are necessary to make KongZhong Beijing or its designated party a full and proper shareholder of Beijing Boya Wuji. Such formalities include, but are not limited to, assisting KongZhong Beijing with the obtaining of necessary approvals of the equity transfer from relevant government authorities (if any), the submission of the Assignment to the relevant administrative department of industry and commerce for the purpose of amending the Articles of Association, changing the list of shareholders and undertaking any other changes. he/she will, upon request by KongZhong Beijing, establish a domestic entity to hold the interests in Beijing Boya Wuji as a Chinese party in case Beijing Boya Wuji is restructured to an FIE.

4.2.2

ARTICLE 5: TAXES Each of the Parties undertakes to pay its portion of any taxes and duties that might arise from the execution and performance of this Agreement. 5

ARTICLE 6: BREACH In the event of a breach by any Party of its respective representations, warranties, covenants or obligations under this Agreement, the breaching Party shall compensate the non-breaching Parties for any actual losses arising therefrom. ARTICLE 7: GOVERNING LAW AND DISPUTE SETTLEMENT 7.1 Governing Law The execution, effectiveness, interpretation and performance of this Agreement shall be governed by the laws of the PRC. 7.2 Friendly Consultation

ARTICLE 6: BREACH In the event of a breach by any Party of its respective representations, warranties, covenants or obligations under this Agreement, the breaching Party shall compensate the non-breaching Parties for any actual losses arising therefrom. ARTICLE 7: GOVERNING LAW AND DISPUTE SETTLEMENT 7.1 Governing Law The execution, effectiveness, interpretation and performance of this Agreement shall be governed by the laws of the PRC. 7.2 Friendly Consultation If a dispute arises in connection with the interpretation or performance of this Agreement, the Parties shall attempt to resolve such dispute through friendly consultations between them or mediation by a neutral third party. If the dispute cannot be resolved in the aforesaid manner within thirty (30) days after the commencement of such discussions, either Party may submit the dispute to arbitration. 7.3 Arbitration Any dispute arising in connection with this Agreement shall be submitted to the China International Economic and Trade Arbitration Commission in Beijing for arbitration in accordance with its rules. The arbitral award shall be final and binding upon the Parties. ARTICLE 8: CONFIDENTIALITY 8.1 Confidential Information The contents of this Agreement and the Annexes hereof (if any) shall be kept confidential. No Party shall disclose any such information to any third party (except for the purpose described in Article 2.2 and by a prior written agreement among the Parties). Each Party's obligations under this clause shall survive after the termination of this Agreement. 8.2 Exceptions If a disclosure is explicitly required by law, any courts, arbitration tribunals, or 6

administrative authorities, such a disclosure by any Party shall not be deemed a violation of Article 8.1 above. ARTICLE 9: MISCELLANEOUS 9.1 Extension Unless KongZhong send a written termination notice three (3) months prior to the expiration, this Agreement shall be extended with a term of ten (10) years.
9.2 Entire Agreement 9.2.1 This Agreement constitutes the entire agreement and understanding among the Parties in respect of the subject matter hereof and supersedes all prior discussions, negotiations and agreements among them. This Agreement shall only be amended by a written instrument signed by all the Parties.

administrative authorities, such a disclosure by any Party shall not be deemed a violation of Article 8.1 above. ARTICLE 9: MISCELLANEOUS 9.1 Extension Unless KongZhong send a written termination notice three (3) months prior to the expiration, this Agreement shall be extended with a term of ten (10) years.
9.2 Entire Agreement 9.2.1 This Agreement constitutes the entire agreement and understanding among the Parties in respect of the subject matter hereof and supersedes all prior discussions, negotiations and agreements among them. This Agreement shall only be amended by a written instrument signed by all the Parties. The Annexes attached hereto shall constitute an integral part of this Agreement and shall have the same legal effect as this Agreement.

9.2.2

9.3

Notices 9.3.1 Unless otherwise designate by the other Party, any notices or other correspondences among the Parties in connection with the Performance of this Agreement shall be delivered in person, by express mail, e-mail, facsimile or registered mail to the following correspondence addresses and fax numbers: KongZhong Beijing Address : : KongZhong Information Technology (Beijing) Co., Ltd. Room 809, Tower A, No. 2 Yuetan North Street, Xicheng District, Beijing, China 100045 (86 10) 68083188 (86 10) 68083118 Chief Executive Officer

Zip code Telephone Facsimile Contact Person Zhou, Yunfan Address

: : : :

: :

Zip code

:

Zhou, Yunfan 13A, No. 9 Building, Guang Cheng South Garden,Ma Dian, Beijing, China 100088

7
Telephone Facsimile Huang, Zhen Address : : : : (86 10) 62077989 (86 10) 62077989 Huang, Zhen 13A, No. 9 Building, Guang Cheng South Garden, Ma Dian, Beijing, China 100088 (86 10) 62077989 (86 10) 62077989

Zip Code Telephone Facsimile 9.3.2

: : :

Notices and correspondences shall be deemed to have been effectively delivered: 9.3.2.1 at the exact time displayed in the corresponding transmission record, if delivered by facsimile, unless such facsimile is sent after 5:00 pm or on a non-business day in the place where it is received, in which case the date of receipt shall be deemed to be the following business day;

Telephone Facsimile Huang, Zhen Address

: : : :

(86 10) 62077989 (86 10) 62077989 Huang, Zhen 13A, No. 9 Building, Guang Cheng South Garden, Ma Dian, Beijing, China 100088 (86 10) 62077989 (86 10) 62077989

Zip Code Telephone Facsimile 9.3.2

: : :

Notices and correspondences shall be deemed to have been effectively delivered: 9.3.2.1 at the exact time displayed in the corresponding transmission record, if delivered by facsimile, unless such facsimile is sent after 5:00 pm or on a non-business day in the place where it is received, in which case the date of receipt shall be deemed to be the following business day; on the date that the receiving Party signs for the document, if delivered in person (including express mail); on the fifteenth (15th) day after the date shown on the registered mail receipt, if sent by registered mail; on the successful printing by the sender of a transmission report evidencing the delivery of the relevant e-mail, if sent by e-mail.

9.3.2.2

9.3.2.3

9.3.2.4

9.4 Binding Effect This Agreement shall be binding on the Parties and their successors and assigns. 9.5 Language and Counterparts This Agreement shall be executed in Three (3) originals in English, with one (1) original for KongZhong Beijing, one (1) original each for Grantors. 9.6 Days and Business Day A reference to a day herein is to a calendar day. A reference to a business day herein is to a day on which commercial banks are open for business in the PRC. 9.7 Headings 8
The headings contained herein are inserted for reference purposes only and shall not affect the meaning or interpretation of any part of this Agreement. 9.8 Singular and Plural Where appropriate, the plural includes the singular and vice versa. 9.9 Unspecified Matter Any matter not specified in this Agreement shall be handled through discussions among the Parties and resolved in accordance with PRC law. 9.10 Survival of Representations, Warranties, covenants and Obligations The respective representations, warranties, covenants and obligations of the Parties, as set forth in this Agreement or made by or on behalf

The headings contained herein are inserted for reference purposes only and shall not affect the meaning or interpretation of any part of this Agreement. 9.8 Singular and Plural Where appropriate, the plural includes the singular and vice versa. 9.9 Unspecified Matter Any matter not specified in this Agreement shall be handled through discussions among the Parties and resolved in accordance with PRC law. 9.10 Survival of Representations, Warranties, covenants and Obligations The respective representations, warranties, covenants and obligations of the Parties, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Party, and shall survive the delivery and payment for the Equity Interests.

This Agreement has been signed by the Parties or their duly authorized representatives on the date first specified above. (the rest of this page is intentionally left blank) 9

KONGZHONG INFORMATION TECHNOLOGY (BEIJING) CO., LTD. (SEAL) (Chinese Characters)
By: /s/ Nick Yang ---------------------------Signature:

ZHOU, YUNFAN
Signature: /s/ Yunfan Zhou ----------------------------

HUANG, ZHEN
Signature: /s/ Zhen Huang ----------------------------

10

EXHIBIT 10.18 Date: May 10, 2004 To: KongZhong Corporation We, KongZhong Information Technologies (Beijing) Co., Ltd. ("KongZhong Beijing"), hereby irrevocably agree and confirm that prior consultation with KongZhong Corporation ("KongZhong") shall take place and prior

KONGZHONG INFORMATION TECHNOLOGY (BEIJING) CO., LTD. (SEAL) (Chinese Characters)
By: /s/ Nick Yang ---------------------------Signature:

ZHOU, YUNFAN
Signature: /s/ Yunfan Zhou ----------------------------

HUANG, ZHEN
Signature: /s/ Zhen Huang ----------------------------

10

EXHIBIT 10.18 Date: May 10, 2004 To: KongZhong Corporation We, KongZhong Information Technologies (Beijing) Co., Ltd. ("KongZhong Beijing"), hereby irrevocably agree and confirm that prior consultation with KongZhong Corporation ("KongZhong") shall take place and prior written approval of the board of directors of KongZhong shall be obtained with respect to individuals to be designated by KongZhong Beijing for appointment by the shareholders of Beijing AirInbox Information Technologies Co., Ltd ("Beijing AirInBox") and/or Beijing Boya Wuji Technologies Co., Ltd ("Beijing Boya Wuji") as their respective proxies for the exercise of their rights and powers as shareholders so long as we have the power to designate any individuals for such appointment under the business operation agreements, as amended from time to time, entered into between KongZhong Beijing as one party, and Beijing AirInbox and its shareholders, or Beijing Boya Wuji and its shareholders, as other parties. KongZhong Information Technologies (Beijing) Co., Ltd.
/s/ Yunfan Zhou Name: Yunfan Zhou Title: Legal Representative

EXHIBIT 10.19 COOPERATION AGREEMENT ON MONTERNET WAP SERVICES

EXHIBIT 10.18 Date: May 10, 2004 To: KongZhong Corporation We, KongZhong Information Technologies (Beijing) Co., Ltd. ("KongZhong Beijing"), hereby irrevocably agree and confirm that prior consultation with KongZhong Corporation ("KongZhong") shall take place and prior written approval of the board of directors of KongZhong shall be obtained with respect to individuals to be designated by KongZhong Beijing for appointment by the shareholders of Beijing AirInbox Information Technologies Co., Ltd ("Beijing AirInBox") and/or Beijing Boya Wuji Technologies Co., Ltd ("Beijing Boya Wuji") as their respective proxies for the exercise of their rights and powers as shareholders so long as we have the power to designate any individuals for such appointment under the business operation agreements, as amended from time to time, entered into between KongZhong Beijing as one party, and Beijing AirInbox and its shareholders, or Beijing Boya Wuji and its shareholders, as other parties. KongZhong Information Technologies (Beijing) Co., Ltd.
/s/ Yunfan Zhou Name: Yunfan Zhou Title: Legal Representative

EXHIBIT 10.19 COOPERATION AGREEMENT ON MONTERNET WAP SERVICES Party A:China Mobile Telecommunications Group Corporation Party B: Beijing AirInBox Information Technologies Co.,Ltd According to the principal of equality and mutual benefits, through friendly negotiation, both parties agrees to build up a cooperation relationship with each other. In order to regulate the rights and obligations between two parties, this Agreement is established. This Agreement is effective and binding upon both parties. 1. Cooperation Principles Based on the common interests and the mutual benefits, in the field of mobile data WAP services, both parties shall perform this Agreement in good faith and cooperate another party's task. 2. Cooperation Projects Party A, as the network operator, shall provide the platform for MMS and communications services, and also provide to Party B the standards for Monternet(TM) WAP service and technical standards for interfacing; Party B, as the service provider, shall develop and provide application content services in accordance with the standards provided by Party A. Party B may connect to Party A's MMS platform to provide WAP service, subject to Party A's testing and approval., viz. Http://wap.monternet.com. The cooperation started from September 1, 2002, the term of the cooperation considered by both parties is from September 1, 2002 to August 31, 2003. 3. Obligation

EXHIBIT 10.19 COOPERATION AGREEMENT ON MONTERNET WAP SERVICES Party A:China Mobile Telecommunications Group Corporation Party B: Beijing AirInBox Information Technologies Co.,Ltd According to the principal of equality and mutual benefits, through friendly negotiation, both parties agrees to build up a cooperation relationship with each other. In order to regulate the rights and obligations between two parties, this Agreement is established. This Agreement is effective and binding upon both parties. 1. Cooperation Principles Based on the common interests and the mutual benefits, in the field of mobile data WAP services, both parties shall perform this Agreement in good faith and cooperate another party's task. 2. Cooperation Projects Party A, as the network operator, shall provide the platform for MMS and communications services, and also provide to Party B the standards for Monternet(TM) WAP service and technical standards for interfacing; Party B, as the service provider, shall develop and provide application content services in accordance with the standards provided by Party A. Party B may connect to Party A's MMS platform to provide WAP service, subject to Party A's testing and approval., viz. Http://wap.monternet.com. The cooperation started from September 1, 2002, the term of the cooperation considered by both parties is from September 1, 2002 to August 31, 2003. 3. Obligation (1). Party A's obligation (a) Party A shall take advantage of the media it controls to promote and advertise the main site of Monternet as to abstract the consumer to log on this site. (b) Party A shall provide Party B with the Monternet WAP services criteria and the technical interface standards to insure Party B may successfully connect to the main site of Monternet. (c) Upon the requirement from Party B, Party A shall provide the necessary training for Party B. (d) Considering the WAP system firewall of Party A and the interface of Party B

as the boundary, Party A shall be responsible for all the equipment's maintenance at its side and insure the daily services of these equipment. (e) Party A shall provide the services supplied by Party B and tested by Party A itself on the Monternet WAP main site. (f) Party A shall be responsible for the daily maintenance of the WAP network platform and the equipment technical troubles caused by Party A to insure the appliance services can run normally. (g) Party A shall provide the network interface services for Party B without any charges, and assist Party B to connect the application services with the WAP network platform.

as the boundary, Party A shall be responsible for all the equipment's maintenance at its side and insure the daily services of these equipment. (e) Party A shall provide the services supplied by Party B and tested by Party A itself on the Monternet WAP main site. (f) Party A shall be responsible for the daily maintenance of the WAP network platform and the equipment technical troubles caused by Party A to insure the appliance services can run normally. (g) Party A shall provide the network interface services for Party B without any charges, and assist Party B to connect the application services with the WAP network platform. (h) Party B shall be responsible to establish the criteria and standards for the WAP operation, notice Party B the criteria and standards entirely and without diverges, and furnish a reasonable period to Party B to realize these criteria and standards. (i) Party A shall be responsible for the user's register, logon, authentication, and right appraisal, and shall response the relevant data to Party B. (j) Party A shall be responsible to calculate the visit amount, and upon the demand of Party B shall provide the relevant visit data for Party B. (k) Respect to the services Party B provides on the Monternet main site, Party A shall, according to the calculation materials provided by Party B, charge Party A's customers information fees who enjoy Party B's services, and pursuant to Article 6 pay Party B the relevant money. (l) Party A shall be responsible to provide the consultant and customers services, to treat the customers' complaints, and shall immediately solve the problems caused by Party A with regard to the network, net gate, and the operation platform, meanwhile, Party A shall notice the relevant situations to Party B to request Party B to treat it as soon as possible if the problems are caused by Party B. (2) Party B's obligation (a) Party B shall take advantage of its controlled media (including web sites, WAP sites, plane, TV, and etc.) to assist China Mobile to introduce the WAP main site of Monternet (wap.monternet.com) and the relevant application services in order that more customers to log on this site to enjoy this service. After the written confirm of Party A, Party B may make use of the cooperation name or service name to advertise the Monternet WAP services. Without the written authorization of Party A, Party B shall not advertise the WAP services foreign to the Monternet in the name of "China Mobile" and "Mobile Monternet" (b) Party B shall, in accordance to the project to both parties, furnish the WAP application sever, application software, information resources, special data line, and the other necessary equipment, and insure these equipment to run normally as Party A required.

(c) Party B shall actively assist Party A to test the interface, insure to connect to the Mobile Monternet WAP main site in accordance with the Monternet WAP services criteria and the technical interface standards. (d) Considering the WAP system firewall of Party A and the interface of Party B as the boundary, Party B shall be responsible for all the equipment's maintenance at its side and insure the daily services of these equipment. (e) The network performance capability provided by Party B shall reach the standards as follows, which shall be tested and recorded by Party A (i) the successful link ratio in traffic time shall not be less than 98% (ii) the network delay( indicating to the delay pinging from the WTBS to the SP server ) shall not be higher than

(c) Party B shall actively assist Party A to test the interface, insure to connect to the Mobile Monternet WAP main site in accordance with the Monternet WAP services criteria and the technical interface standards. (d) Considering the WAP system firewall of Party A and the interface of Party B as the boundary, Party B shall be responsible for all the equipment's maintenance at its side and insure the daily services of these equipment. (e) The network performance capability provided by Party B shall reach the standards as follows, which shall be tested and recorded by Party A (i) the successful link ratio in traffic time shall not be less than 98% (ii) the network delay( indicating to the delay pinging from the WTBS to the SP server ) shall not be higher than 100ms (iii) the response delay (indicating to the delay from when the WTBS sends out its service request to when the WTBS responses the receipt of the services) (f) Party B shall immediately solve the application service problems caused by Party B and take any necessary measures to insure that there be no similar problems occurring anymore. And Party B shall indemnify the damages of Party A or the customers thereof caused by Party B. (g) Party B shall be responsible to negotiate with and subscribe the business agreement with the direct provider of the application services content. Party B guarantees the information and the services provided will not violate the related policies and regulations of P.R.C., and will not infringe the consumers' interests and the third party's intellectual properties. With regards to the information services, which shall be renewed, Party B shall be responsible for the contents exam and its setting out on the website. (h) Party B shall assure its customers may smoothly use any services provided on the Mobile Monternet WAP main site by Party A. Unless receive the acknowledgement from Party A, Party B shall not ask for the users, who log on the Mobile Monternet WAP main site, to register or to qualify, and shall not ask the users to register on the site except for Mobile Monternet WAP main site. (i) Party B shall insure that the provided contents be valuable to users and immediately update it every time. (j) Party B shall not unilaterally supply any other service, which does not ratified by Party A, through the WAP site, without the written consent of Party A. (k) The application contents Party B provides for Party A, no matter what the carrier of these application services is, shall not be supplied to the other communication operator or WAP sites, or else Party A has its right to terminate the application services provided by Party B on the WAP main site of Party A and cancel the payment to Party B.

(l) Party B shall not provide its own toll service on its own WAP site, or else Party A may terminate the application services provided by Party B on the WAP main site of Party A and cancel the payment to Party B. (m) If, prior to the cooperation with Party A, Party B has supplied its own service on the site of its own or of Party A's branch companies in provinces, Party B shall terminate such services principle. Party B may add a Mobile Monternet link in the place of the original service. Or else, Party A may Party A may terminate the application services provided by Party B on the WAP main site of Party A and cancel the payment to Party B. (n) Party B shall add a link of Mobile Monternet WAP main site's homepage (http://wap.monternet.com) on its own WAP site, and recommend users to use the application services on the Mobile Monternet WAP main site. (o) Party B may select to provide national services on the Mobile Monternet WAP main site or local services on the province branch companies' WAP site; however, with respect to services of the same kind, Party B only can

(l) Party B shall not provide its own toll service on its own WAP site, or else Party A may terminate the application services provided by Party B on the WAP main site of Party A and cancel the payment to Party B. (m) If, prior to the cooperation with Party A, Party B has supplied its own service on the site of its own or of Party A's branch companies in provinces, Party B shall terminate such services principle. Party B may add a Mobile Monternet link in the place of the original service. Or else, Party A may Party A may terminate the application services provided by Party B on the WAP main site of Party A and cancel the payment to Party B. (n) Party B shall add a link of Mobile Monternet WAP main site's homepage (http://wap.monternet.com) on its own WAP site, and recommend users to use the application services on the Mobile Monternet WAP main site. (o) Party B may select to provide national services on the Mobile Monternet WAP main site or local services on the province branch companies' WAP site; however, with respect to services of the same kind, Party B only can select one of these two options, which means the local services shall not be re-supplied in the nation wide services and the nation-wide services shall not be re-provided in the local services; the services provided for provinces shall not be overlapped, and Party B shall not provide WAP connecting services in several provinces in order to reach the aim of nation-wide service, or else Party B's nation-wide services will be terminated. (p) Without the written consent of Party A, the brand or the brand logo of Party B shall not appear in the application services provided by Party B on the Party A's WAP website, and the logo of Mobile Monternet shall be used. (q) Any redirection to the third party's or Party B's URL address links shall not appear in the services provided by Party B on the Party A's WAP website; and all the services shall add a link to the homepage of Monternet (http://wap.monternet.com). (r) Party B shall clearly and without diverges furnish to Party A any materials that business income calculation needs, shall take all economic and legal responsibilities. 4. Both Parties' Rights (1) Rights of Party A (a)Party A has right to inspect by itself or by the authorized third party the content and the information Party B provided, and to exam whether or not the content is timely. (b) Party A may refuse to release, delete the information which contains the inappropriate content in violate with the statues, regulations, policies of P.R.C. If any economic damages to Party A or any impairment of the goodwill to Party A occur, Party A may ask for Party B to compensate. (c) Party A is entitled to modify, amend, or delete the content which it considers

be modified, amended, or deleted. (d) Party A has its right to establish the standards to exam the application services provided by Party B, and upon such standards to estimate the services Party B provided. With respect to the application services that disqualified for continuously 3 months, Party A may ask Party B to adjust or modify the related services, if the services still cannot reach the requirement of Party A after such adjustment and modification, the services qualification of Party B shall be canceled. (e) Party A has the right to determine the order of application services on the WAP main site of Party A provided by Party B. (f) Party A is entitled to guide or inspect Party A's fee criteria. (g) Party A shall have the right to obtain its reasonable income. (the detailed income distribution pls. See Article 6

be modified, amended, or deleted. (d) Party A has its right to establish the standards to exam the application services provided by Party B, and upon such standards to estimate the services Party B provided. With respect to the application services that disqualified for continuously 3 months, Party A may ask Party B to adjust or modify the related services, if the services still cannot reach the requirement of Party A after such adjustment and modification, the services qualification of Party B shall be canceled. (e) Party A has the right to determine the order of application services on the WAP main site of Party A provided by Party B. (f) Party A is entitled to guide or inspect Party A's fee criteria. (g) Party A shall have the right to obtain its reasonable income. (the detailed income distribution pls. See Article 6 of this Agreement) (2) Rights of Party B (a) Party B may select to provide national services on the Mobile Monternet WAP main site or local services on the local branch companies' WAP site; if nation-wide service, Party B may make an application to Party A; if local services, Party B may make an application to the local branch of Party A. However, the fee settlement of the local services is not provided by Party A but is made by the sole agreement with the local branch company. (b) The scope of services provided by Party B shall be consistent with the scope recorded on its value-added services business license. (c) Under the guide of Party A, Party B is entitled to determine the fee standards and whether the provided services shall be charged. (d) Party B is entitled to obtain the statistics arising from the user's visit to the provided information and the application data. (e) Without the written consent of Party B, Party A shall not transfer, announce, or re-sell the product information of Party B to any third party. (f) Party B has its right to acquire a reasonable part of revenue of the service (the allocation of the revenue refers to Article 6 this Agreement). (g) If the statistics from Party B and that from Party A is different far away, Party B may ask Party A to furnish the statistics in detail to check. 5. Confidentiality (1) For purpose of this Agreement, "Proprietary Information" means any information obtained by one party from the other party ("DISCLOSING PARTY") during their cooperation which is developed, created or discovered by the Disclosing Party, or be available to or transferred to the Disclosing Party that are commercially

valuable to the Disclosing Party's business. Proprietary Information includes without limitation trade secrets, computer program, design technology, idea, know-how, technique, data, business and product development plan, customer's information and other information related to the business of the Disclosing Party, or confidential information obtained by the Disclosing Party from others. The Parties acknowledge that the Disclosing Party shall own Proprietary Information, and such Proprietary Information is of significant importance to such Disclosing Party. The cooperation relationship between the Parties hereto has generated the relationship of confidence and trust related to Proprietary Information between the parties hereto. (2) Without prior written consent of the Disclosing Party, the other party shall keep any of Proprietary

valuable to the Disclosing Party's business. Proprietary Information includes without limitation trade secrets, computer program, design technology, idea, know-how, technique, data, business and product development plan, customer's information and other information related to the business of the Disclosing Party, or confidential information obtained by the Disclosing Party from others. The Parties acknowledge that the Disclosing Party shall own Proprietary Information, and such Proprietary Information is of significant importance to such Disclosing Party. The cooperation relationship between the Parties hereto has generated the relationship of confidence and trust related to Proprietary Information between the parties hereto. (2) Without prior written consent of the Disclosing Party, the other party shall keep any of Proprietary Information in confidence and may not use or disclose to any person or entity such Proprietary Information, except for normal performance of the obligations provided hereunder. (3) Both Parties shall bear non-disclosure responsibility for this cooperation and the details of this Agreement. Without the prior written consent of the other party, either party shall not disclose such cooperation and details of this Agreement to any third party. 6. Revenue Sharing and Fee Settlement (1) Party A and Party B cooperate to provide WAP service to Party A's customers, and both parties are entitled to reasonable revenue. The settlement shall be counted according to the statistics from Party A's charging system. (2) This fee settlement is limited to the services provided by Party B on the WAP main site of Party A, not including the local services provided by Party B in the local area of Party B. (3) The communication fee arising from the customers for their use of WAP service on the network of Party A shall be possessed by Party A. (4) The term of fee settlement shall be started from the beginning of this project and ended when this agreement is expired or terminated. (5) Party A shall figure out the information fee receivable from its customers for use of Party B's services, 15% of which shall be taken by Party A, while the remaining 85% shall be paid to Party B. (6) Party A shall notify Party B of the income last month before 20th day of every month (deducting the information fee receivable by Party A). Party B shall make out an "service" invoice to Party A in accordance with such income. (7) After receipt of the invoice, Party A shall remit the fee receivable by Party B to its appointed bank account within 5 working days, pursuant to information provided by Party B.

(8) Party A and Party B shall pay taxes arising out of the WAP service revenue respectively. (9) Fee settlement is depending upon Party A's calculating system. If Party B dissents to the calculation result, Party A may supply the detail communication list to Party B and assist Party B to exam the reasons of problems, however, the fee settlement of this month will not be adjusted. (10) Party B shall provide Party A with its accurate bank account and related information: Name of Beneficiary: Beijing AirInBox Information Technologies Co.,Ltd Opening Bank: De Wai sub-branch, Xin Jie Kou Branch, Industrial and Business Bank of China. Account No.:0200001309006796982 7. Liability for Breach

(8) Party A and Party B shall pay taxes arising out of the WAP service revenue respectively. (9) Fee settlement is depending upon Party A's calculating system. If Party B dissents to the calculation result, Party A may supply the detail communication list to Party B and assist Party B to exam the reasons of problems, however, the fee settlement of this month will not be adjusted. (10) Party B shall provide Party A with its accurate bank account and related information: Name of Beneficiary: Beijing AirInBox Information Technologies Co.,Ltd Opening Bank: De Wai sub-branch, Xin Jie Kou Branch, Industrial and Business Bank of China. Account No.:0200001309006796982 7. Liability for Breach (1) If any party's breach of this Agreement causes this Agreement unenforceable, the non-breaching party shall be entitled to terminate this Agreement and require compensation for any losses thus incurred. (2) If any party's breach causes adverse social impact or economic losses on the other party, the non-breach party shall be entitled to hold the breaching party liable and demand corresponding economic compensation, or even terminate this Agreement. 8. Disputes Settlement (1) If any dispute arises relating the performance of this Agreement, the parties shall settle it through friendly consultation. (2) If the consultation fails to resolve the dispute, either party may file to the Beijing Arbitration Commission upon its arbitration rule. The award of the arbitration shall be final and with binding force upon both parties. 9. Term of This Agreement (1) This Agreement shall become effective as of the date of subscription, and the expiration date is September 30, 2003. (2) The term of this Agreement may be automatically renewable for another year unless otherwise terminated by one party giving a written notice to the other party at least one month prior to its expiration.

(3) This Agreement may be automatically terminated upon agreement by both parties during the term of this Agreement. (4) If the occurrence of any force majeure events makes it impossible to continue performance of this Agreement, this Agreement may be automatically terminated upon settlement of all outstanding bills by both parties. (5) If the occurrence of a certain event makes it impossible for one party to continue performance of this Agreement, and if such event is foreseeable, such party shall notify such event to the other party within five working days after its reasonable forecast of such event, and cooperate with the other party to complete all outstanding matters. If such party fails to notify the other party of such event and thus make the other party suffer losses, such party shall indemnify the other party correspondingly. 10. Miscellaneous (1) Attachment to this Agreement, SP Cooperation Administrative Measures, WAP Handbook, has the same legal effect with this Agreement.

(3) This Agreement may be automatically terminated upon agreement by both parties during the term of this Agreement. (4) If the occurrence of any force majeure events makes it impossible to continue performance of this Agreement, this Agreement may be automatically terminated upon settlement of all outstanding bills by both parties. (5) If the occurrence of a certain event makes it impossible for one party to continue performance of this Agreement, and if such event is foreseeable, such party shall notify such event to the other party within five working days after its reasonable forecast of such event, and cooperate with the other party to complete all outstanding matters. If such party fails to notify the other party of such event and thus make the other party suffer losses, such party shall indemnify the other party correspondingly. 10. Miscellaneous (1) Attachment to this Agreement, SP Cooperation Administrative Measures, WAP Handbook, has the same legal effect with this Agreement. (2) Any outstanding matter shall be addressed by both parties through friendly negotiation. (3) This Agreement is made in duplicate and each party shall hold one copy. Each copy shall have the same legal effect. Party A:China Mobile Telecommunications Group Corporation Authorized Agent: (signature)
/s/ Ye Bing Date:

Party B: Beijing AirInBox Information Technologies Co.,Ltd Authorized Agent: (signature)
/s/ Li Luyi Date:

EXHIBIT 10.20 COOPERATION AGREEMENT ON MONTERNET MULTIMEDIA MESSAGING SERVICES Party A: China Mobile Telecommunications Group Corporation. Party B: Beijing AirInBox Information Technologies Co., Ltd According to the principal of equality and mutual benefits, through friendly negotiation, both parties agree to build up a cooperation relationship with each other. In order to regulate the rights and obligations between two parties, this Agreement is established. This Agreement is effective and binding upon both parties.

EXHIBIT 10.20 COOPERATION AGREEMENT ON MONTERNET MULTIMEDIA MESSAGING SERVICES Party A: China Mobile Telecommunications Group Corporation. Party B: Beijing AirInBox Information Technologies Co., Ltd According to the principal of equality and mutual benefits, through friendly negotiation, both parties agree to build up a cooperation relationship with each other. In order to regulate the rights and obligations between two parties, this Agreement is established. This Agreement is effective and binding upon both parties. 1. Cooperation Principles Based on the common interests and the mutual benefits, in the field of mobile data WAP services, both parties shall perform this Agreement in good faith and cooperate another party's task. 2. Cooperation Projects "MMS" refers to the multimedia messaging services provided by China Mobile. Its most significant feature is its support of multimedia functions and its capacity to deliver full-functional content and information, which includes the information in multimedia format such as word, picture, voice and data. Party A, as the network operator, shall provide the platform for MMS and communications services, and also provide to Party B the standards for Monternet(TM) MMS service and technical standards for interfacing; Party B, as the service provider, shall develop and provide application content services in accordance with the standards provided by Party A. Party B may connect to Party A's MMS platform to provide MMS service, subject to Party A's testing and approval. 3. Obligation (1). Party A's obligation (a) Party A shall take advantage of the media, eg. TV advertisement and posters etc. it controls to promote and advertise the main site of Monternet so as to absorb the consumer to log on this site. (b) Party A shall provide Party B with the Monternet MMS services criteria and the technical interface standards to insure Party B may successfully connect to the main site of Monternet. (c) Upon the requirement from Party B, Party A shall provide the necessary

training for Party B. (d) Considering the MMSC system firewall of Party A and the interface of Party B as the boundary, Party A shall be responsible for all the equipment's maintenance at its side and insure the daily services of these equipment. (e) Party A shall be responsible for the daily maintenance of the MMS network platform and the equipment technical troubles caused by Party A to insure the appliance services can run normally. (f) Party A shall provide the network interface services for Party B without any charges, and assist Party B to connect the application services with the MMS network platform.

training for Party B. (d) Considering the MMSC system firewall of Party A and the interface of Party B as the boundary, Party A shall be responsible for all the equipment's maintenance at its side and insure the daily services of these equipment. (e) Party A shall be responsible for the daily maintenance of the MMS network platform and the equipment technical troubles caused by Party A to insure the appliance services can run normally. (f) Party A shall provide the network interface services for Party B without any charges, and assist Party B to connect the application services with the MMS network platform. (g) Party B shall be responsible to establish the criteria and standards for the MMS operation, notice Party B the criteria and standards entirely and without diverges, and furnish a reasonable period to Party B to realize these criteria and standards. (h) For the services provided by Party B at the MMS network platform, Party A shall collect fees from its customers for their use of Party B's services pursuant to the pricing information provided by Party B and confirmed by Party A, and settle the fee with Party B pursuant to relevant provisions under Section 6 of this Agreement. (i) Party A shall be responsible to provide the consultant and customers services, to treat the customers' complaints, and shall immediately solve the problems caused by Party A with regard to the network, the operation platform, and charging problems, meanwhile, Party A shall notice the relevant situations to Party B to request Party B to treat it as soon as possible if the problems are caused by Party B. (2) Party B's obligation (a) Party B shall be subject to the cooperation requirements and obligations specified in Monternet(TM) SP Cooperation Administrative Measures, MMS Business Handbook, which forms an attachment to this Agreement. (b) Party B shall use all kinds of promotional media (including WEB site, WAP site, plane media and TV) to promote MMS service. Party B shall secure prior consent from Party A before Party B uses Party A's name and business mark in promotion of Monternet(TM) MMS service; without prior written consent of Party A, Party B shall not use the name of "China Mobile" or "Monternet(TM)" to conduct promotional activity unrelated to Monternet(TM) in any media. (c) Party B shall be responsible to provide application server, application software, information source, special line for application data and other necessary equipment to the satisfactory of Party A on the basis of the parties' cooperation project. (d) Party B shall provide active collaboration in Party A's testing of connection point, and undertake to provide MMS service in accordance with MMS network platform business standards and connection point technical standards provided by

Party A. (e) Using the connection point of Party A's MMSC system firewall with Party B as the boundary, Party B shall be responsible for the maintenance of all equipment on its own side, and to ensure smooth operation of such equipment. (f) Party B shall immediately address the breakdown of application service caused by itself, and take practical measures to prevent re-occurrence of such breakdown. Party B shall be liable for any economic losses incurred by Party A or the customer of Party A's MMS service caused by Party B.

Party A. (e) Using the connection point of Party A's MMSC system firewall with Party B as the boundary, Party B shall be responsible for the maintenance of all equipment on its own side, and to ensure smooth operation of such equipment. (f) Party B shall immediately address the breakdown of application service caused by itself, and take practical measures to prevent re-occurrence of such breakdown. Party B shall be liable for any economic losses incurred by Party A or the customer of Party A's MMS service caused by Party B. (g) Party B shall negotiate and handle commercial arrangement with direct providers of the application contents (such as the owner of image or music copyright). Party B shall ensure the compliance of its information and service with applicable state policies and regulations, cause no harm to consumers' interest or infringe any intellectual property rights or relevant interest of any third party. Party B shall be solely liable for the litigation thus incurred. (h) Party B shall not unilaterally provide other services not confirmed by Party A to Party A's customers without Party A's prior written consent. (i) Party B shall not provide to any other telecommunications service operator the same content with those provided to Party A without regard to the transmission means of the application service; otherwise, Party A may terminate the application services provided by Party B on Party A's MMS & network platform and cease making fee payments to Party B. (j) Party B shall provide Party A with all clear and indiscriminate information required for fee calculation for the services provided by Party B, and shall assume all economic and legal liabilities related thereto. (k) Party B shall provide Party A with all statistical information relating to the consumption of Party B's MMS services by Party A's customers. 4. Rights of Parties (1) Rights of Party A (a) Party A shall be entitled to review or entrust qualified institution to review the information provided by Party B and the content of Party B's application services. (b) Party A shall be entitled to refuse to transmit any information which contravenes to state directives, regulations and policies and other contents that Party A deems inappropriate, and demand compensation from Party B for any adverse impact on Party A's business and reputation. (c) Party A shall be entitled to demand Party B to amend, modify and delete those contents which Party A deems necessary to do so. (d) Party A shall be entitled to formulate targets for the application services provided by Party B, and evaluate Party B's performance in accordance with such

targets. The evaluation methods are detailed in the attachment to this Agreement - Chapter 9 of the Monternet(TM) SP Cooperation Administrative Measures, MMS Business Handbook. (e) Party A shall be entitled to give guidance and supervision of the pricing policy of Party B's service. (f) Party A shall be entitled to reasonable revenue. (See Section 6 of this Agreement for detailed revenue sharing). (2) Rights of Party B

targets. The evaluation methods are detailed in the attachment to this Agreement - Chapter 9 of the Monternet(TM) SP Cooperation Administrative Measures, MMS Business Handbook. (e) Party A shall be entitled to give guidance and supervision of the pricing policy of Party B's service. (f) Party A shall be entitled to reasonable revenue. (See Section 6 of this Agreement for detailed revenue sharing). (2) Rights of Party B (a) Party B shall be entitled to determine the pricing of its services under Party A's guidance. (b) Party B shall be entitled to obtain statistical data regarding customer visits to the Party B's information and application service contents through the network platform. (c) Without Party B's consent or written authorization, Party A shall not transfer, release or resell any information products provided by Party B to any third party unrelated to this Agreement by any means. (d) Party B shall be entitled to a reasonable share of the business revenue. See Section 6 of this Agreement for detailed revenue sharing. (e) In case of significant discrepancy between the statistics of Party A and Party B, Party B may require Party A to provide detailed phone bills for verification, the details of which are set forth in Chapter 6 of the Monternet (TM) SP Cooperation Administrative Measures, MMS Business Handbook. 5. Confidentiality (1) For purpose of this Agreement, "Proprietary Information" means any information obtained by one party from the other party ("DISCLOSING PARTY") during their cooperation which is developed, created or discovered by the Disclosing Party, or be available to or transferred to the Disclosing Party that are commercially valuable to the Disclosing Party's business. Proprietary Information includes without limitation trade secrets, computer program, design technology, idea, know-how, technique, data, business and product development plan, customer's information and other information related to the business of the Disclosing Party, or confidential information obtained by the Disclosing Party from others. The Parties acknowledge that the Disclosing Party shall own Proprietary Information, and such Proprietary Information is of significant importance to such Disclosing Party. The cooperation relationship between the Parties hereto has generated the relationship of confidence and trust related to Proprietary Information between the parties hereto. (2) Without prior written consent of the Disclosing Party, the other party shall

keep any of Proprietary Information in confidence and may not use or disclose to any person or entity such Proprietary Information, except for normal performance of the obligations provided hereunder. (3) Both Parties shall bear non-disclosure responsibility for this cooperation and the details of this Agreement. Without the prior written consent of the other party, either party shall not disclose such cooperation and details of this Agreement to any third party. 6. Revenue Sharing and Fee Settlement (1) Party A and Party B cooperate to provide MMS service to Party A's customers, and both parties are entitled to reasonable revenue. (2) Telecommunications fee generated by use of Party A's network resources to access Party B's services shall be solely owned by Party A. (3) Party A shall, on behalf of Party B, collect service fee from its customers accordingly for their use of Party B's

keep any of Proprietary Information in confidence and may not use or disclose to any person or entity such Proprietary Information, except for normal performance of the obligations provided hereunder. (3) Both Parties shall bear non-disclosure responsibility for this cooperation and the details of this Agreement. Without the prior written consent of the other party, either party shall not disclose such cooperation and details of this Agreement to any third party. 6. Revenue Sharing and Fee Settlement (1) Party A and Party B cooperate to provide MMS service to Party A's customers, and both parties are entitled to reasonable revenue. (2) Telecommunications fee generated by use of Party A's network resources to access Party B's services shall be solely owned by Party A. (3) Party A shall, on behalf of Party B, collect service fee from its customers accordingly for their use of Party B's services charge from such service. (4) Party A shall figure out the information fee receivable from its customers for use of Party B's services, 15% of which shall be taken by Party A, while the remaining 85% shall be paid to Party B. (5) The basis of settlement: Monternet service fee bill shall be the basis of settlement. (6) Party B may, pursuant to the fee settlement bill issued by Party A, conduct fee settlement with Party A's local subsidiary without entering into separate agreement with Party A's local provincial subsidiary. (7) Settlement period: China Mobile settles with Party B monthly. (8) Fee calculation standards and settlement process are described in Chapter 6 of Monternet(TM) SP Cooperation Administrative Measures, MMS Business Handbook. (9) Party A and Party B shall pay taxes arising out of the MMS service revenue respectively. (10) Party B shall provide Party A with its accurate bank account and related information: Name of Beneficiary: Beijing AirInBox Information Technologies Co.,Ltd Opening Bank: Xin Jie Kou Branch, Industrial and Business Bank of China Account No.:0200001309006796982 7. Liability for Breach

(1) If any party's breach of this Agreement causes this Agreement unenforceable, the non-breaching party shall be entitled to terminate this Agreement and require compensation for any losses thus incurred. (2) If any party's breach causes adverse social impact or economic losses on the other party, the non-breach party shall be entitled to hold the breaching party liable and demand corresponding economic compensation, or even terminate this Agreement. 8. Disputes Settlement (1) If any dispute arises relating the performance of this Agreement, the parties shall settle it through friendly consultation; (2) If the consultation fails to resolve the dispute, either party may file to the Beijing Arbitration Commission upon

(1) If any party's breach of this Agreement causes this Agreement unenforceable, the non-breaching party shall be entitled to terminate this Agreement and require compensation for any losses thus incurred. (2) If any party's breach causes adverse social impact or economic losses on the other party, the non-breach party shall be entitled to hold the breaching party liable and demand corresponding economic compensation, or even terminate this Agreement. 8. Disputes Settlement (1) If any dispute arises relating the performance of this Agreement, the parties shall settle it through friendly consultation; (2) If the consultation fails to resolve the dispute, either party may file to the Beijing Arbitration Commission upon its arbitration rule. The award of the arbitration shall be final and with binding force upon both parties. 9. Term of This Agreement (1) This Agreement shall become effective as of the date of its execution and be effective for one year. (2) The term of this Agreement may be automatically renewable for another year unless otherwise terminated by one party giving a written notice to the other party at least one month prior to its expiration. (3) This Agreement may be automatically terminated upon agreement by both parties during the term of this Agreement. (4) If the occurrence of any force majeure events makes it impossible to continue performance of this Agreement, this Agreement may be automatically terminated upon settlement of all outstanding bills by both parties. (5) If the occurrence of a certain event makes it impossible for one party to continue performance of this Agreement, and if such event is foreseeable, such party shall notify such event to the other party within five working days after its reasonable forecast of such event, and cooperate with the other party to complete all outstanding matters. If such party fails to notify the other party of such event and thus make the other party suffer losses, such party shall indemnify the other party correspondingly. 10. Miscellaneous (1) Attachment to this Agreement, Monternet(TM). SP Cooperation Administrative Measures, MMS Business Handbook, has the same legal effect with this Agreement.

(2) Any outstanding matter shall be addressed by both parties through friendly negotiation. (3) If any dispute arises relating the content or performance of this Agreement, the parties shall settle it through friendly consultation; if the consultation fails to resolve the dispute, either party may bring lawsuit before a Chinese court with due jurisdiction. (4) This Agreement is made in duplicate and each party shall hold one copy. Each copy shall have the same legal effect. Party A: China Mobile Telecommunications Group Corporation. Authorized Agent: (signature)
Date: /s/ Ye Bing

Party B: Beijing AirInBox Information Technologies Co., Ltd

(2) Any outstanding matter shall be addressed by both parties through friendly negotiation. (3) If any dispute arises relating the content or performance of this Agreement, the parties shall settle it through friendly consultation; if the consultation fails to resolve the dispute, either party may bring lawsuit before a Chinese court with due jurisdiction. (4) This Agreement is made in duplicate and each party shall hold one copy. Each copy shall have the same legal effect. Party A: China Mobile Telecommunications Group Corporation. Authorized Agent: (signature)
Date: /s/ Ye Bing

Party B: Beijing AirInBox Information Technologies Co., Ltd Authorized Agent: (signature)
Date: /s/ Yunfan Zhou

EXHIBIT 10.21 BUSINESS COOPERATION AGREEMENT ON MONTERNET SHORT-MESSAGING SERVICES Agreement code: Execution date: PARTY A: BEIJING MOBILE TELECOMMUNICATIONS CO., LTD
Legal representative: Mail address: Tel: Fax: Opening bank: Yuejia Sha No. 58, Dong Zhong Street, Dongcheng District, Beijing, 100027, China 65546699 65541330

Bank account: PARTY B: BEIJING AIRINBOX INFORMATION TECHNOLOGIES CO., LTD Legal representative: Yunfan Zhou
Mail address: Tel: Fax: Opening bank: Bank account: Yuetan Tower A-809, No. 2, North Yuetan Street, Xicheng District, Beijing, 100047, China 68081818 68083118 Xinjiekou Branch, Dewai office of ICBC 0200001309006796982

BEIJING MOBILE TELECOMMUNICATIONS CO., LTD (hereinafter referred to as "Party A"), as the mobile communication operator and mobile data service operator, provides open and premium-based communication channels for the application providers. BEIJING AIRINBOX INFORMATION

EXHIBIT 10.21 BUSINESS COOPERATION AGREEMENT ON MONTERNET SHORT-MESSAGING SERVICES Agreement code: Execution date: PARTY A: BEIJING MOBILE TELECOMMUNICATIONS CO., LTD
Legal representative: Mail address: Tel: Fax: Opening bank: Yuejia Sha No. 58, Dong Zhong Street, Dongcheng District, Beijing, 100027, China 65546699 65541330

Bank account: PARTY B: BEIJING AIRINBOX INFORMATION TECHNOLOGIES CO., LTD Legal representative: Yunfan Zhou
Mail address: Tel: Fax: Opening bank: Bank account: Yuetan Tower A-809, No. 2, North Yuetan Street, Xicheng District, Beijing, 100047, China 68081818 68083118 Xinjiekou Branch, Dewai office of ICBC 0200001309006796982

BEIJING MOBILE TELECOMMUNICATIONS CO., LTD (hereinafter referred to as "Party A"), as the mobile communication operator and mobile data service operator, provides open and premium-based communication channels for the application providers. BEIJING AIRINBOX INFORMATION TECHNOLOGIES CO., LTD (hereinafter referred to as "Party B"), as a company engaged in the value-added communication services approved by the competent telecom authorities, provides value-added short-message services to MP users of China Mobile. To provide better application services to users,

the parties agree as follows as to the joint development of Monternet short-message services upon adequate consultation in the principle of equality, mutual benefit and concerted growth. ARTICLE 1 BASIC DESCRIPTION OF COOPERATION 1. Party B shall be fully compliant with the requirement of Internet Content/Application Service Management Methods of the State Council Order (No.292), be granted with License for the Value-added Telecommunications Services (business scope defined as Wireless Network Value-added Telecommunications Services) and License for Telecommunications and Information Services (business scope defined as Internet Information Services), be able to provide comprehensive after service system, and have legal and reliable information/message sources and other legal business operation conditions. 2. In case Party B is the local partner of Party A, Party B shall provide Monternet short-message services only to China Mobile MP users in Beijing region via the short-message channels of Party A. 3. Party B shall conduct its short-message value-added services in compliance with the Monternet SP Cooperation Regulations (including but not limited to the Short-Message Value-added Services SP Cooperation Administration Guideline promulgated by Beijing Mobile and China Mobile Telecommunications Group Corp.).

the parties agree as follows as to the joint development of Monternet short-message services upon adequate consultation in the principle of equality, mutual benefit and concerted growth. ARTICLE 1 BASIC DESCRIPTION OF COOPERATION 1. Party B shall be fully compliant with the requirement of Internet Content/Application Service Management Methods of the State Council Order (No.292), be granted with License for the Value-added Telecommunications Services (business scope defined as Wireless Network Value-added Telecommunications Services) and License for Telecommunications and Information Services (business scope defined as Internet Information Services), be able to provide comprehensive after service system, and have legal and reliable information/message sources and other legal business operation conditions. 2. In case Party B is the local partner of Party A, Party B shall provide Monternet short-message services only to China Mobile MP users in Beijing region via the short-message channels of Party A. 3. Party B shall conduct its short-message value-added services in compliance with the Monternet SP Cooperation Regulations (including but not limited to the Short-Message Value-added Services SP Cooperation Administration Guideline promulgated by Beijing Mobile and China Mobile Telecommunications Group Corp.). 4. Party A shall conduct regular evaluation of Party B based on the Monternet SP Cooperation Regulations, and is entitled to terminate the cooperation with Party B in case that Party B fails to pass such examination. ARTICLE 2 RIGHTS AND OBLIGATIONS 1. Party A's rights and obligations 1.1 Party A allows Party B to provide short-message value-added services to users via the short-message gateway of Party A. Party A is entitled to adjust the short-message traffic volume according to the capacity of the short-message center. If such adjustment shall impact on the business of Party B, Party A shall promptly notify Party B thereof.

1.2 Party A shall provide comprehensive GSM mobile communication system, and ensure smooth and stable information transmission. Upon the notification of Party B of any communication failure, Party A shall promptly settle the failure to avoid impairment of Party B's business. 1.3 Party A shall make available the technical protocol, standard and interface standard relevant to the shortmessage gateway platform to Party B. Party A shall provide the technical documentation for mutual communication, and promptly address communication problems of Party B. 1.4 Party A shall supply the hardware/software system for the short-message platform, and bear the relevant operation cost. 1.5 Party A shall renovate its own billing system, including the commission-based collection system of the banks, and bear the cost of necessary hardware and software. 1.6 Party A shall undertake the billing and payment collection on behalf of Party B. Party A is entitled to check the business of Party B to ensure the accurate billing data. Party A shall issue explicit information premium invoice to users and the information premium bill at the request of the user. 1.7 When applicable, Party A shall provide the relevant data of Monternet invalid users (number canceling, service discontinuance and overdue information premium) to Party B to facilitate Party B to dispose of such invalid Monternet users promptly. 1.8 Party A shall be responsible for the handling of customer enquiries and complaints resulted from telecommunications network failures.

1.2 Party A shall provide comprehensive GSM mobile communication system, and ensure smooth and stable information transmission. Upon the notification of Party B of any communication failure, Party A shall promptly settle the failure to avoid impairment of Party B's business. 1.3 Party A shall make available the technical protocol, standard and interface standard relevant to the shortmessage gateway platform to Party B. Party A shall provide the technical documentation for mutual communication, and promptly address communication problems of Party B. 1.4 Party A shall supply the hardware/software system for the short-message platform, and bear the relevant operation cost. 1.5 Party A shall renovate its own billing system, including the commission-based collection system of the banks, and bear the cost of necessary hardware and software. 1.6 Party A shall undertake the billing and payment collection on behalf of Party B. Party A is entitled to check the business of Party B to ensure the accurate billing data. Party A shall issue explicit information premium invoice to users and the information premium bill at the request of the user. 1.7 When applicable, Party A shall provide the relevant data of Monternet invalid users (number canceling, service discontinuance and overdue information premium) to Party B to facilitate Party B to dispose of such invalid Monternet users promptly. 1.8 Party A shall be responsible for the handling of customer enquiries and complaints resulted from telecommunications network failures. 2. Party B's rights and obligations 2.1 Party B shall undertake the building and maintenance of its own software and hardware, including but not limited to all hardware, system commissioning, cutover, system maintenance, routine business management and marketing efforts/cost of the subject project. 2.2 Party B shall provide the agreed contents and application services to China Mobile users. Party B shall ensure the legal, prompt and reliable information sources. Party B shall guarantee that its information and content are compliant with applicable policies, laws and regulations, and be liable for any consequence arising out of illegal contents. 2.3 Party B's Website with customization interface for users is:

http://www.kongzhong.com, inform users of the contents and service provided by Party B. The customization interface of Party B shall provide basic service functions like authentication, adding, deleting, modifying and searching, and allow users to inquire about the information premium list. Party B shall provide explicit premium standards to users with the premium standard changing frequency not less than 6 months. That is to say, the premium standard of a service (new service or changed service) shall not be changed within the first 6 months. Party B shall keep complete use records of all users of at least 3 months, keep the user ordering data permanently, and provide the interface to Party A to inquire about the service records. 2.4 Party B shall take necessary measures to effectively control invalid Monternet users. To ensure normal operation of Monternet business, Party B shall not send any information to invalid Monternet users it get to know. 2.5 In case the system failure of Party B impairs the communication system of Party A, Party B shall submit to the adjustment arrangement of Party A to the short-message traffic volume to ensure normal and stable shortmessage service, and settle any user complaint thus incurred at its own cost. 2.6 Party B shall not send ads and other irrelevant information to users via the communication channels of Party A during the term of this agreement. Party B shall strengthen the check of the short-message contents, restrict the group-calling numbers (at most 2 each time) and sending times in each time unit (not over 100 each hour). Party

http://www.kongzhong.com, inform users of the contents and service provided by Party B. The customization interface of Party B shall provide basic service functions like authentication, adding, deleting, modifying and searching, and allow users to inquire about the information premium list. Party B shall provide explicit premium standards to users with the premium standard changing frequency not less than 6 months. That is to say, the premium standard of a service (new service or changed service) shall not be changed within the first 6 months. Party B shall keep complete use records of all users of at least 3 months, keep the user ordering data permanently, and provide the interface to Party A to inquire about the service records. 2.4 Party B shall take necessary measures to effectively control invalid Monternet users. To ensure normal operation of Monternet business, Party B shall not send any information to invalid Monternet users it get to know. 2.5 In case the system failure of Party B impairs the communication system of Party A, Party B shall submit to the adjustment arrangement of Party A to the short-message traffic volume to ensure normal and stable shortmessage service, and settle any user complaint thus incurred at its own cost. 2.6 Party B shall not send ads and other irrelevant information to users via the communication channels of Party A during the term of this agreement. Party B shall strengthen the check of the short-message contents, restrict the group-calling numbers (at most 2 each time) and sending times in each time unit (not over 100 each hour). Party B shall take technical measures against illegal attack, unauthorized use of passwords, unauthorized convoking of web pages and other illegal acts impairing Monternet business information security. 2.7 Party B shall be responsible for the handling of customer enquiries as to bills, of customer enquiries and complaints with regards to the contents and/or application services provided by Party B, and such handling should be finished within a stated time frame with a fair and honest solution. 2.8 During the term of this Agreement, Party B is obligated to furnish the monthly report within the first 5 days each month as requested by Party A to Party A, stating the user development, user categories, user habits, business forecast and others, the monthly report format as set out in Exhibit 1 hereto. Party A shall keep the confidentiality of such data according to Article 8 hereto. 2.9 Party B is obligated to market and promote Monternet services.

ARTICLE 3 DISTRIBUTION OF RIGHTS AND OBLIGATIONS 1 Party B shall address the user disputes arising out of contents, services or transmission failure between the parties. Party A shall address the user disputes arising out of the short-message gateway and center, with the maintenance labor-division as follows: (Graph omitted) 2 The contents or applications provided by Party B shall be within the business scope mutually agreed, otherwise Party A is entitled to terminate this Agreement with Party B liable to the default penalty. Party A is entitled to supervise the business development of Party B, Party B shall assist the efforts of Party A in this regard in an effort to avoid negative impact on normal business of Party A by the business of Party B. In case the business development of Party B negatively impairs the normal business of Party A due to the violation against this Agreement, Party A is entitled to terminate this Agreement with Party B liable for the default liability. 3 Party B shall apply to Party A in writing or through SP Management Website, with the official request chopped with company seal prior to adding or withdrawing any services hereunder or changing the price of some services. In case of approving the change of certain service prices, Party A shall notify Party B of such approval in writing or through SP Management Website. In case of Party A's written consent of adding certain services by Party B, Party B shall test the added services and submit to Party A test reports. Party B shall not provide such new services to users prior to Party A's acceptance of the sophistication of such services. Details refer to Exhibit 1 hereto. ARTICLE 4 REVENUES OF THE PARTIES 1 Party A shall charge mobile phones users communication premium generated while using short-message

ARTICLE 3 DISTRIBUTION OF RIGHTS AND OBLIGATIONS 1 Party B shall address the user disputes arising out of contents, services or transmission failure between the parties. Party A shall address the user disputes arising out of the short-message gateway and center, with the maintenance labor-division as follows: (Graph omitted) 2 The contents or applications provided by Party B shall be within the business scope mutually agreed, otherwise Party A is entitled to terminate this Agreement with Party B liable to the default penalty. Party A is entitled to supervise the business development of Party B, Party B shall assist the efforts of Party A in this regard in an effort to avoid negative impact on normal business of Party A by the business of Party B. In case the business development of Party B negatively impairs the normal business of Party A due to the violation against this Agreement, Party A is entitled to terminate this Agreement with Party B liable for the default liability. 3 Party B shall apply to Party A in writing or through SP Management Website, with the official request chopped with company seal prior to adding or withdrawing any services hereunder or changing the price of some services. In case of approving the change of certain service prices, Party A shall notify Party B of such approval in writing or through SP Management Website. In case of Party A's written consent of adding certain services by Party B, Party B shall test the added services and submit to Party A test reports. Party B shall not provide such new services to users prior to Party A's acceptance of the sophistication of such services. Details refer to Exhibit 1 hereto. ARTICLE 4 REVENUES OF THE PARTIES 1 Party A shall charge mobile phones users communication premium generated while using short-message services according to information charges standard. In principle, Party B shall determine the information service premium for the services hereunder used by the MP users subject to the approval of China Mobile Corporation. Party A suggests the upper threshold of the information service premium (maximum RMB 2 yuan/message, RMB 30 yuan/month for monthly services). Party B shall submit the premium standards to the price administration

authorities, and promptly notify Party A accordingly. 2 Party A shall provide the billing service and premium collection service to Party B. All information service premium of Beijing region users of each billing month shall be the due information service premium in Beijing. Party A shall pay 85% of the due information service premium of Beijing to Party B, and be liable to the risk of overdue payment of local users. In case Party B is the full-network partner of Party A, i.e. Party B provide Monternet short-message value-added services to nationwide China Mobile users in China, then all information service premium of non-Beijing users recorded in each billing month shall be the due information service premium of non-Beijing regions, which shall be collected by local subsidiaries of China Mobile. Relevant local subsidiaries of China Mobile will credit 85% local due information service premium to Party A, which shall then be transferred to Party B by Party A in full. 3 In case the monthly short-message entries (downlink) sent by Party B to nationwide users as recorded in the gateway billing data exceeds those sent by users to Party B (uplink), thus resulting in ill-balanced communication premium of Party B (the balance of downlink messages and uplink messages is the ill-balance communication), Party A shall charge RMB 0.05-0.10 yuan/message for the ill-balance communication as follows:
------------------------------------------------------------------------------------------------------Ill-balanced downlink SM traffic Premium standard Calculation methods (messages/month) (RMB yuan/message) X=(MT-MO) message/month ------------------------------------------------------------------------------------------------------Below 100,000 0.08 X*0.08, at least RMB 2000 yuan ------------------------------------------------------------------------------------------------------100,000-300,000 0.07 (X-100,000)*0.07+100,000*0.08 ------------------------------------------------------------------------------------------------------300,000-1 million 0.06 (X-300,000)*0.06+200,000*0.07+100,000*0.08 ------------------------------------------------------------------------------------------------------Over 1 million 0.05 (X-1.million)*0.05+700,000*0.06+200,000*0.07+100,000*0.08 -------------------------------------------------------------------------------------------------------

authorities, and promptly notify Party A accordingly. 2 Party A shall provide the billing service and premium collection service to Party B. All information service premium of Beijing region users of each billing month shall be the due information service premium in Beijing. Party A shall pay 85% of the due information service premium of Beijing to Party B, and be liable to the risk of overdue payment of local users. In case Party B is the full-network partner of Party A, i.e. Party B provide Monternet short-message value-added services to nationwide China Mobile users in China, then all information service premium of non-Beijing users recorded in each billing month shall be the due information service premium of non-Beijing regions, which shall be collected by local subsidiaries of China Mobile. Relevant local subsidiaries of China Mobile will credit 85% local due information service premium to Party A, which shall then be transferred to Party B by Party A in full. 3 In case the monthly short-message entries (downlink) sent by Party B to nationwide users as recorded in the gateway billing data exceeds those sent by users to Party B (uplink), thus resulting in ill-balanced communication premium of Party B (the balance of downlink messages and uplink messages is the ill-balance communication), Party A shall charge RMB 0.05-0.10 yuan/message for the ill-balance communication as follows:
------------------------------------------------------------------------------------------------------Ill-balanced downlink SM traffic Premium standard Calculation methods (messages/month) (RMB yuan/message) X=(MT-MO) message/month ------------------------------------------------------------------------------------------------------Below 100,000 0.08 X*0.08, at least RMB 2000 yuan ------------------------------------------------------------------------------------------------------100,000-300,000 0.07 (X-100,000)*0.07+100,000*0.08 ------------------------------------------------------------------------------------------------------300,000-1 million 0.06 (X-300,000)*0.06+200,000*0.07+100,000*0.08 ------------------------------------------------------------------------------------------------------Over 1 million 0.05 (X-1.million)*0.05+700,000*0.06+200,000*0.07+100,000*0.08 -------------------------------------------------------------------------------------------------------

ARTICLE 5 SETTLEMENT MODEL 1 Settlement point: determined by Party A. 2 Settlement methods 2.1 Party B shall link with the short-message center of Party A via the short-message

gateway of Party A, which shall record the billing data as final. The monthly settlement from the 15th day to the 20th day each month shall cover the premium of the last month from the 1st day to the last day. After the normal billing accounting period, Party A shall calculate the current-month information service premium of Party B and the ill-balance communication premium payable to Party A, which shall serve as the basis of settlement between the parties. 2.2 The parties shall make the account settlement of the current-month information service premium according to the records of the billing system of Party A, Party A shall pay the balance of 85% information service premium minus the ill-balance communication against the formal service invoices. In case the balance is above zero, Party A shall pay the balance to Party B. In case the balance is below zero, Party B shall pay the balance to Party A against the invoices furnished by Party A. The payment collecting party shall mail the invoice within three (3) days after the receipt of the payment (by local post stamp). 2.3 The parties shall make the settlement and payment strictly according to the regulations of settlement model and schedule. In case either party delays the due payment beyond the stipulated time (the 20th day each month), the party shall pay to the other party the delay penalty at the daily rate of 1% of the delayed payment. In case either party fails to make payment overdue for over 2 months after the notice of the other party, the conforming party is entitled to lodge an action against the default party with the legal liability borne by the default party.

gateway of Party A, which shall record the billing data as final. The monthly settlement from the 15th day to the 20th day each month shall cover the premium of the last month from the 1st day to the last day. After the normal billing accounting period, Party A shall calculate the current-month information service premium of Party B and the ill-balance communication premium payable to Party A, which shall serve as the basis of settlement between the parties. 2.2 The parties shall make the account settlement of the current-month information service premium according to the records of the billing system of Party A, Party A shall pay the balance of 85% information service premium minus the ill-balance communication against the formal service invoices. In case the balance is above zero, Party A shall pay the balance to Party B. In case the balance is below zero, Party B shall pay the balance to Party A against the invoices furnished by Party A. The payment collecting party shall mail the invoice within three (3) days after the receipt of the payment (by local post stamp). 2.3 The parties shall make the settlement and payment strictly according to the regulations of settlement model and schedule. In case either party delays the due payment beyond the stipulated time (the 20th day each month), the party shall pay to the other party the delay penalty at the daily rate of 1% of the delayed payment. In case either party fails to make payment overdue for over 2 months after the notice of the other party, the conforming party is entitled to lodge an action against the default party with the legal liability borne by the default party. ARTICLE 6 MARKETING AND PROMOTION 1 The parties shall engage in joint marketing and promotion with their respective resources in the principle of mutual benefit. 2 Party A in general shall market/promote Monternet and the major categories of application services instead of the cooperative Monternet services separately. 3 Party B shall market/promote its brand and relevant Monternet services as well as the brand of Monternet. Party B shall strictly abide by the brand/marks regulations of Party A in use of Monternet LOGO without unauthorized distortion or color change with prior approval of Party A prior to any use thereof. 4 Party B shall not use Monternet brand for any purpose other than the marketing/promotion of Monternet services, otherwise Party A is entitled to require Party B to stop the use thereof and bear any liability thus incurred, or even claim the legal liability for severe violations.

5 Party B must obviously mark the customer service phone or customer service Website, compliant email on any promotional material and media ads. of Monternet business. Party B shall not adopt the similar products of China Mobile rivals as the promotional gifts of Monternet business. ARTICLE 7 CUSTOMER SERVICES 1 The Monternet short messages received by users must be those upon their request or customization. Party B shall ensure the wholesomeness and legality of the short messages sent to users, Party A is entitled to supervise the short message contents of Party B, and strengthen the management thereof, specific regulations as provided for in Exhibit 2. 2 Party B shall fully inform users of the basic elements of Monternet services prior to any ordering, including price, sending frequency/times, use model, major contents and etc. 3 Party A's customer service center 1860 and the major outlets will handle the customer inquiries and complaints about Monternet services, and transfer any customer problem about information content and services to the customer service center of Party B. 4 Party B shall maintain 7x24 hotlines, both a direct-dialing fixed line and a mobile one, while the fixed line can't be an extension line and the mobile phone can't be switched off or to be diverted. Numbers of such hotlines should be given to customers through Web pages or marketing materials.

5 Party B must obviously mark the customer service phone or customer service Website, compliant email on any promotional material and media ads. of Monternet business. Party B shall not adopt the similar products of China Mobile rivals as the promotional gifts of Monternet business. ARTICLE 7 CUSTOMER SERVICES 1 The Monternet short messages received by users must be those upon their request or customization. Party B shall ensure the wholesomeness and legality of the short messages sent to users, Party A is entitled to supervise the short message contents of Party B, and strengthen the management thereof, specific regulations as provided for in Exhibit 2. 2 Party B shall fully inform users of the basic elements of Monternet services prior to any ordering, including price, sending frequency/times, use model, major contents and etc. 3 Party A's customer service center 1860 and the major outlets will handle the customer inquiries and complaints about Monternet services, and transfer any customer problem about information content and services to the customer service center of Party B. 4 Party B shall maintain 7x24 hotlines, both a direct-dialing fixed line and a mobile one, while the fixed line can't be an extension line and the mobile phone can't be switched off or to be diverted. Numbers of such hotlines should be given to customers through Web pages or marketing materials. 5 Party B shall assign regular staff to handle user complaints, and respond to customer complaint within one (1) day thereafter. 6 To ensure the users' understanding of Party B's services, Party B must process the service recommendations, customer service instructions and the downlink information of user passwords free of charge, and send the service prompt information (e.g. price, customization confirmation, customer service hotline, subscription cancellation and etc.) free of information service premium. 7 The subscription for customized short-message services shall take effect 72 hours after the submission of the subscription. Charges for services within 72 hours could be done on per message basis, no monthly-payment service fees should be charged unless customers re-subscribe for monthly-payment short-message services.

8 For monthly-payment short-message services, Party B may charge the monthly premium at the user for the use of the service between half a month to a month, and charge no premium at the user for the use of the service below half a month. 9 For users in request of customized services via Internet, Party B shall obviously mark the basic business information on the Web page prior to the user confirmation of the customization. After successful customization, Party B shall send the prompt information to users, stating "thanks to you", "successful confirmation of the customization", "service information premium standard", "sending frequency/times", "order withdrawal method", "customer service phone/Website". 10 For users of customized services via mobile phones, Party B shall return the prompt information via short message to the users (including premium users and third-party users) immediately, stating "thanks to you", "successful confirmation of the customization", "service information premium standard", "sending frequency/times", "order withdrawal method", "customer service phone", "Website" (optional). 11 To the initial ordering intentions acquired in the non-online marketing (e.g. filling out forms), Party B shall send the second confirmation message (basic service information), and confirm the actual order after user confirmation of the password. ARTICLE 8 TERMINATION OF CORPORATION 1. Party B shall not send any information to invalid Monternet users. In case Party B knowingly send information

8 For monthly-payment short-message services, Party B may charge the monthly premium at the user for the use of the service between half a month to a month, and charge no premium at the user for the use of the service below half a month. 9 For users in request of customized services via Internet, Party B shall obviously mark the basic business information on the Web page prior to the user confirmation of the customization. After successful customization, Party B shall send the prompt information to users, stating "thanks to you", "successful confirmation of the customization", "service information premium standard", "sending frequency/times", "order withdrawal method", "customer service phone/Website". 10 For users of customized services via mobile phones, Party B shall return the prompt information via short message to the users (including premium users and third-party users) immediately, stating "thanks to you", "successful confirmation of the customization", "service information premium standard", "sending frequency/times", "order withdrawal method", "customer service phone", "Website" (optional). 11 To the initial ordering intentions acquired in the non-online marketing (e.g. filling out forms), Party B shall send the second confirmation message (basic service information), and confirm the actual order after user confirmation of the password. ARTICLE 8 TERMINATION OF CORPORATION 1. Party B shall not send any information to invalid Monternet users. In case Party B knowingly send information to invalid Monternet users, Party A is entitled to require Party B to indemnify the economic loss incurred from user overdue payment, and is entitled to terminate this Agreement and the cooperation hereunder. 2. Party B is obligated to ensure the compliance of its information content with Telecom Regulations of PRC, Internet Information Service Regulations and other applicable laws, regulations and policies, not distribute any illegal and obscene information undermining the national security and interest, Party B shall ensure that its information content shall not impair the corporate image of China Mobile. Without written consent of Party A, Party B shall not send ads and other irrelevant information to mobile users via the short-message

ports furnished by Party A. Otherwise, Party B shall indemnify Party A for any loss thus incurred, and Party A is entitled to terminate this Agreement and the cooperation hereunder. 3. Upon the receipt of user complaint for receiving any un-requested message from Party B, Party A shall notify Party B accordingly, and Party B shall investigate the reasons. In this case, Party A shall not charge user any premium, and return any premium collected back to the users, and Party A is entitled to terminate this Agreement and the cooperation hereunder according to the current-month severity of customer complaints. 4. In case Party A transfers customer complaints to Party B, Party B shall respond to the customer service department of Party A within two (2) hours with an initial reply, and investigate the reasons/handle the complaint within one (1) working day. For legitimate complaints caused by Party B, Party A is entitled to deduct RMB 500 yuan per each customer complaint from the current-month due payment to Party B as the default compensation; for complaints submitted to the relevant authorities or media, Party A is entitled to deduct no less than RMB 10,000 yuan per each customer complaint as the default compensation. And, Party A is entitled to terminate this Agreement and the cooperation hereunder according to the default severity. 5. Party B shall ensure that a 100% response rate as to monthly customer complaints (complaints handled by Party B and transferred back to Party A/total complaints transferred to Party B by Party A = 100%) shall be achieved, that complaints caused by SP are less than the standard number of complaints ( which equals to Beijing Mobile's monthly number of users of Monternet short-message services x 1.5 /10000 x Party B's monthly number of users of Monternet short-message services/Monthly accumulated number of users of Monternet shortmessage services of SPs accessed through Beijing Mobile), that customer satisfaction (number of complaints settled with customers' satisfaction/total number of complaints transferred to Party B by Party A) is over 80%. Party A shall conduct monthly evaluation as to Party B's handling of complaints. In case Party B fails in such

ports furnished by Party A. Otherwise, Party B shall indemnify Party A for any loss thus incurred, and Party A is entitled to terminate this Agreement and the cooperation hereunder. 3. Upon the receipt of user complaint for receiving any un-requested message from Party B, Party A shall notify Party B accordingly, and Party B shall investigate the reasons. In this case, Party A shall not charge user any premium, and return any premium collected back to the users, and Party A is entitled to terminate this Agreement and the cooperation hereunder according to the current-month severity of customer complaints. 4. In case Party A transfers customer complaints to Party B, Party B shall respond to the customer service department of Party A within two (2) hours with an initial reply, and investigate the reasons/handle the complaint within one (1) working day. For legitimate complaints caused by Party B, Party A is entitled to deduct RMB 500 yuan per each customer complaint from the current-month due payment to Party B as the default compensation; for complaints submitted to the relevant authorities or media, Party A is entitled to deduct no less than RMB 10,000 yuan per each customer complaint as the default compensation. And, Party A is entitled to terminate this Agreement and the cooperation hereunder according to the default severity. 5. Party B shall ensure that a 100% response rate as to monthly customer complaints (complaints handled by Party B and transferred back to Party A/total complaints transferred to Party B by Party A = 100%) shall be achieved, that complaints caused by SP are less than the standard number of complaints ( which equals to Beijing Mobile's monthly number of users of Monternet short-message services x 1.5 /10000 x Party B's monthly number of users of Monternet short-message services/Monthly accumulated number of users of Monternet shortmessage services of SPs accessed through Beijing Mobile), that customer satisfaction (number of complaints settled with customers' satisfaction/total number of complaints transferred to Party B by Party A) is over 80%. Party A shall conduct monthly evaluation as to Party B's handling of complaints. In case Party B fails in such evaluations, Party A is entitled to deduct default compensation from the due payment to Party B according to the default severity; if Party B fails such evaluations for three (3) consecutive months, then Party A is entitled to terminate this Agreement and the cooperation.

6. To ensure the normal marketing of Monternet services, Party B shall not directly or indirectly provide crossoperator short-message services, including domestic cross-operator short-message services and international short-message services, and shall not carry out commission-based premium collection services (referring to using Monternet short-message network to collect premiums that are not generated or realized through such network) via the short-message system of Party A. Otherwise, Party B shall indemnify Party A for any loss thus incurred, and Party A is entitled to terminate this Agreement and the cooperation hereunder. 7. In the event Party B fails to pay Party A the due payment for three consecutive months and fails to pay off the unpaid balance and default compensation, with 15 days of the delivery of past due notice, Party A shall have the right to close the short message gateway, and terminate this Agreement and the cooperation hereunder. 8. In the event that Party B fails to correct any breach of this Agreement or any violation of relevant measures (including but not limited to Short-Message Value- Added Services SP Cooperation Administration Guideline promulgated by Party A and China Mobile Telecommunications Group Corp.), after warning or request by Party A, Party A shall have the right to close the short message gateway, and terminate this Agreement and the cooperation hereunder. 9. In the event that this Agreement is terminated pursuant to any of the above provisions, Party B shall be responsible for all damages sustained by any third party. ARTICLE 9 CONFIDENTIALITY 1 Proprietary Information refers to any valuable information developed, created, found or disclosed to the receiving party by the disclosing party. Proprietary Information includes but not limited to the trade secrets, intellectual property rights (IPR) and technical secrets. 2 The parties shall protect the IPR and other Proprietary Information among other trade secrets of its own and

6. To ensure the normal marketing of Monternet services, Party B shall not directly or indirectly provide crossoperator short-message services, including domestic cross-operator short-message services and international short-message services, and shall not carry out commission-based premium collection services (referring to using Monternet short-message network to collect premiums that are not generated or realized through such network) via the short-message system of Party A. Otherwise, Party B shall indemnify Party A for any loss thus incurred, and Party A is entitled to terminate this Agreement and the cooperation hereunder. 7. In the event Party B fails to pay Party A the due payment for three consecutive months and fails to pay off the unpaid balance and default compensation, with 15 days of the delivery of past due notice, Party A shall have the right to close the short message gateway, and terminate this Agreement and the cooperation hereunder. 8. In the event that Party B fails to correct any breach of this Agreement or any violation of relevant measures (including but not limited to Short-Message Value- Added Services SP Cooperation Administration Guideline promulgated by Party A and China Mobile Telecommunications Group Corp.), after warning or request by Party A, Party A shall have the right to close the short message gateway, and terminate this Agreement and the cooperation hereunder. 9. In the event that this Agreement is terminated pursuant to any of the above provisions, Party B shall be responsible for all damages sustained by any third party. ARTICLE 9 CONFIDENTIALITY 1 Proprietary Information refers to any valuable information developed, created, found or disclosed to the receiving party by the disclosing party. Proprietary Information includes but not limited to the trade secrets, intellectual property rights (IPR) and technical secrets. 2 The parties shall protect the IPR and other Proprietary Information among other trade secrets of its own and the other party. Without written consent of the other party, either party shall keep the confidentiality of the Proprietary Information of the other party, and shall not disclose any Proprietary Information involving with

the trade secrets and technical secrets of the other party to any third party. 3 The parties shall keep the confidentiality of this cooperation and this Agreement. Without prior written consent of the other party, either party shall disclose the details of the cooperation and this Agreement to any third party. ARTICLE 10 DEFAULT LIABILITY Failure of either party to perform any provision hereunder shall be deemed as default. Upon receipt of the other party's written notice of the default, the default party, if confirming the default, shall correct the default within twenty (20) days thereafter with written notice to the other party. It the notified party denies the default, it shall inform the other party thereof within twenty (20) days or sate the reasons therefor. In this case, the parties shall settle the dispute via consultation, or resort to the dispute settlement provisions hereunder for any dispute failing friendly consultation, the default party shall be liable for the loss thus incurred to the conforming party. ARTICLE 11 LIABILITY LIMITATION In case both party or either party fails to perform, partly or as a whole, the obligations hereunder due to force majeure event, neither party shall be held liable for the default liability. However, the affected party or the parties shall notify the other party within fifteen (15) days thereafter and furnish relevant supporting evidence. Either party or both parties shall resume the performance of this Agreement after the elimination of the force majeure. ARTICLE 12 DISPUTE SETTLEMENT The parties may settle the dispute arising out of the performance hereunder via friendly consultation. Either party may submit the dispute failing friendly consultation to Beijing Arbitration Committee for arbitration according to its rules. The arbitration award is final and binding upon the parties.

the trade secrets and technical secrets of the other party to any third party. 3 The parties shall keep the confidentiality of this cooperation and this Agreement. Without prior written consent of the other party, either party shall disclose the details of the cooperation and this Agreement to any third party. ARTICLE 10 DEFAULT LIABILITY Failure of either party to perform any provision hereunder shall be deemed as default. Upon receipt of the other party's written notice of the default, the default party, if confirming the default, shall correct the default within twenty (20) days thereafter with written notice to the other party. It the notified party denies the default, it shall inform the other party thereof within twenty (20) days or sate the reasons therefor. In this case, the parties shall settle the dispute via consultation, or resort to the dispute settlement provisions hereunder for any dispute failing friendly consultation, the default party shall be liable for the loss thus incurred to the conforming party. ARTICLE 11 LIABILITY LIMITATION In case both party or either party fails to perform, partly or as a whole, the obligations hereunder due to force majeure event, neither party shall be held liable for the default liability. However, the affected party or the parties shall notify the other party within fifteen (15) days thereafter and furnish relevant supporting evidence. Either party or both parties shall resume the performance of this Agreement after the elimination of the force majeure. ARTICLE 12 DISPUTE SETTLEMENT The parties may settle the dispute arising out of the performance hereunder via friendly consultation. Either party may submit the dispute failing friendly consultation to Beijing Arbitration Committee for arbitration according to its rules. The arbitration award is final and binding upon the parties. ARTICLE 13 EFFECTIVENESS, MODIFICATION, TERMINATION AND RENEWAL OF AGREEMENT

1 This Agreement shall become effective on May 1, 2004 and expire on October 31, 2004; provided however, this Agreement shall not become effective prior to procurement by Party B of qualifications contemplated in section 1 of Article 1 of this Agreement. In case the parties do not terminate this Agreement upon the expiration, this Agreement shall automatically renew for another 6 months. The party rejecting the renewal shall notify the other party thirty (30) days in advance of the expiration in writing or through email thereabout. 2 This Agreement, 14 pages, is made in four (4) copies with each party holding two (2) copies of equal validity. It shall take effect upon execution and stamp of the duly authorized representatives of the parties. 3 The exhibits hereto constitute an integral part of this Agreement with equal legal validity. 4 During the term of this Agreement, the parties may modify the provision hereunder or terminate this Agreement upon friendly consultation. Either party intending to change or modify this Agreement shall notify the other party in writing thirty (30) days in advance. The party unilaterally terminating this Agreement shall indemnify all loss thus incurred to the other party.
Party A (seal): /s/ Xu Suming

Beijing Mobile Telecommunications Co., Ltd. Party B (seal): /s/ Li Luyi

Beijing AirInBox Information Technologies Co., Ltd.

1 This Agreement shall become effective on May 1, 2004 and expire on October 31, 2004; provided however, this Agreement shall not become effective prior to procurement by Party B of qualifications contemplated in section 1 of Article 1 of this Agreement. In case the parties do not terminate this Agreement upon the expiration, this Agreement shall automatically renew for another 6 months. The party rejecting the renewal shall notify the other party thirty (30) days in advance of the expiration in writing or through email thereabout. 2 This Agreement, 14 pages, is made in four (4) copies with each party holding two (2) copies of equal validity. It shall take effect upon execution and stamp of the duly authorized representatives of the parties. 3 The exhibits hereto constitute an integral part of this Agreement with equal legal validity. 4 During the term of this Agreement, the parties may modify the provision hereunder or terminate this Agreement upon friendly consultation. Either party intending to change or modify this Agreement shall notify the other party in writing thirty (30) days in advance. The party unilaterally terminating this Agreement shall indemnify all loss thus incurred to the other party.
Party A (seal): /s/ Xu Suming

Beijing Mobile Telecommunications Co., Ltd. Party B (seal): /s/ Li Luyi

Beijing AirInBox Information Technologies Co., Ltd.

EXHIBIT 10.22 COOPERATION AGREEMENT MOBILE CONTENT This Agreement are finally subscribed on the subscription (effective) date by the two parties as follows: Party A: Motorola (China) Co., Ltd. Address: 108# Jian Guo Road, Chao Yang District, Beijing Party B: Beijing AirInBox Information Technologies Co., Ltd Address: Room 809, Block A, Yue Tan Building, Yue Tan Bei Jie, Xi Cheng District, Beijing Whereas Party A and Party B agree to take advantage of resources of each Party to establish a strategic cooperation friendship. In the principle of equality, mutual benefits and development, advantage sharing, and making compensation for equal value, regards to the mobile short message, MMS message, Java, and other wireless content, both parties enter into a cooperation agreement as below: Scope of Cooperation Party B shall supply to the mobile phone users of Party A the services as follows: 1) Wireless contents, including short message and the other wireless contents; 2) Wireless value-added services. The Appendix of this Agreement provided the cooperation scope (viz. wireless contents and wireless value-added services). Party A shall provide Party B with the training of mobile application download and the technical support. The detailed rules of this training and technical support refer to Appendix 2 of this Agreement. The Rights and Obligations of Both Parties Party A may promote and advertise the wireless content and the wireless value-added services provided by

EXHIBIT 10.22 COOPERATION AGREEMENT MOBILE CONTENT This Agreement are finally subscribed on the subscription (effective) date by the two parties as follows: Party A: Motorola (China) Co., Ltd. Address: 108# Jian Guo Road, Chao Yang District, Beijing Party B: Beijing AirInBox Information Technologies Co., Ltd Address: Room 809, Block A, Yue Tan Building, Yue Tan Bei Jie, Xi Cheng District, Beijing Whereas Party A and Party B agree to take advantage of resources of each Party to establish a strategic cooperation friendship. In the principle of equality, mutual benefits and development, advantage sharing, and making compensation for equal value, regards to the mobile short message, MMS message, Java, and other wireless content, both parties enter into a cooperation agreement as below: Scope of Cooperation Party B shall supply to the mobile phone users of Party A the services as follows: 1) Wireless contents, including short message and the other wireless contents; 2) Wireless value-added services. The Appendix of this Agreement provided the cooperation scope (viz. wireless contents and wireless value-added services). Party A shall provide Party B with the training of mobile application download and the technical support. The detailed rules of this training and technical support refer to Appendix 2 of this Agreement. The Rights and Obligations of Both Parties Party A may promote and advertise the wireless content and the wireless value-added services provided by Party B under this Agreement to the extent of Party A's operation. Party B shall be responsible for the smooth access to the wireless channel, technical maintenance, system enlargement, fee settlement, customer services and the market promotion not stipulated in Article 2.1.Party B guarantees that the wireless

content and the wireless services be in compliance with the related laws, regulations, decrees and administrative orders, and solely assume the corresponding legal liability. Party B shall provide Party A with the special massage code (335511) when supplying the wireless content and the wireless value-added services, and shall submit users' statistics of the wireless content and the wireless valueadded services to Party A in a fix time every month (the detailed requirement of statistics refer to Appendix 4). Party B shall supply to Party A its search interface to the fee calculation platform (only including the short message services currently) as to insure Party A may search the detailed income and outcome information of users from use the wireless content and the wireless value-added services in any time by multi-method, say time, information category, users' mobile number and etc. Party A is entitled to keep all the materials as the auditing basis. Party B shall be responsible to supply all customers' services relating to the wireless content and the wireless value-added services, including but not limited to consultation through hot line or on the Internet. Party B is responsible for all user complains arising from the operation of this Agreement. Income Allocation

content and the wireless services be in compliance with the related laws, regulations, decrees and administrative orders, and solely assume the corresponding legal liability. Party B shall provide Party A with the special massage code (335511) when supplying the wireless content and the wireless value-added services, and shall submit users' statistics of the wireless content and the wireless valueadded services to Party A in a fix time every month (the detailed requirement of statistics refer to Appendix 4). Party B shall supply to Party A its search interface to the fee calculation platform (only including the short message services currently) as to insure Party A may search the detailed income and outcome information of users from use the wireless content and the wireless value-added services in any time by multi-method, say time, information category, users' mobile number and etc. Party A is entitled to keep all the materials as the auditing basis. Party B shall be responsible to supply all customers' services relating to the wireless content and the wireless value-added services, including but not limited to consultation through hot line or on the Internet. Party B is responsible for all user complains arising from the operation of this Agreement. Income Allocation Based on the cooperation of this agreement, both parties will allocate the income arising from the wireless content and the wireless value-added services stipulated in Article 1.1. This Article will be survived after the expiration or termination of this Agreement. The detailed income allocation is provided in Appendix 3 of this Agreement. Both parties shall assume all taxes, not including Party A's sales tax (5.5%) arising from this Agreement, which are levied by P.R.C. Government, or any authorized agent, or any local tax agent pursuant to the tax law. If necessary, Party B shall be on behalf of the tax authorities to deduct a corresponding amount from the income allocation to Party A and on behalf of Party A to pay such taxes. Technology Test Both parties shall test and debug all the related technologies and contents under this cooperation Agreement. The standards and the training of the technology test and acceptance are stipulated in the Appendix 2 of this Agreement.

Audit Party A may audit the operation records of wireless contents and wireless value-added services provided by Party B when the notice reaches Party three days in advance. Party A is entitled to select an independent qualified audit office to audit the said records. If the user number or the charge amount as indicated in the auditing result is less than the user number or the charge amount reported by Party B, and if the deficiency exceeds 5% of the actual user number or the charge amount, Party B shall assume all the expenses in Party A's auditing, and Party B shall refund Party A in the amount equal to two times of such deficiency. Intellectual Property Any party of this Agreement shall not hold or posses the copyright, patent, trademark or any other intellectual property rights belonging to the other party due to the subscription of this Agreement. Unless the prior written notice from the counter-party, any party of this Agreement shall not use the name, trademark, logo, design, or commercial packaging belonging to the other party, including the commercial or corporation name, trade or service logo. Guarantee, Indemnity, Waiver, Limited Liability Party B shall guarantee it posses the legal right and competency to provide the wireless contents and the wireless

Audit Party A may audit the operation records of wireless contents and wireless value-added services provided by Party B when the notice reaches Party three days in advance. Party A is entitled to select an independent qualified audit office to audit the said records. If the user number or the charge amount as indicated in the auditing result is less than the user number or the charge amount reported by Party B, and if the deficiency exceeds 5% of the actual user number or the charge amount, Party B shall assume all the expenses in Party A's auditing, and Party B shall refund Party A in the amount equal to two times of such deficiency. Intellectual Property Any party of this Agreement shall not hold or posses the copyright, patent, trademark or any other intellectual property rights belonging to the other party due to the subscription of this Agreement. Unless the prior written notice from the counter-party, any party of this Agreement shall not use the name, trademark, logo, design, or commercial packaging belonging to the other party, including the commercial or corporation name, trade or service logo. Guarantee, Indemnity, Waiver, Limited Liability Party B shall guarantee it posses the legal right and competency to provide the wireless contents and the wireless value-added services, which shall not infringe any third party's intellectual property and not violate the related laws or regulations. And Party B meanwhile guarantee to provide the wireless contents and the wireless valueadded services upon the standards both parties agree. If any action arises from the wireless contents and the wireless value-added services, which infringe the copyright or any other intellectual property right, Party B shall, in the event of notification of this action to Party B, agree to defend for Party A and assume the litigation fees and to pay any expense and indemnity fees judged in this action, and guarantee Party A shall not be damaged. Under the request of and in the expenses of Party B, Party A shall reasonably assist Party B in the litigation. If, according to the result of the judgment, the wireless content and the wireless value-added services stipulated in this agreement are forbidden, Party B may select to provide Party A's user with the free wireless content and the free wireless value-added services, or may provide Party A's user with the equal and substituted wireless content and wireless value-added services, and the above guarantee shall be extended to this substituted wireless content and wireless value-added services.

Parties shall announce and guarantee (1) the party be authorized to reach this agreement and unnecessary to acquire the ratification and agreement otherwise;(2) the representatives assigned by each party are authorized and subscribe this agreement in its duty;(3) the party know the articles under this agreement are enforceable. Parties announces to its counter-party that the information related to this Agreement known and believed by him is actual and accurate, however, no party will assume the liability not due to its willful fault or absence. Except for the above announcement and guarantees, any information in this agreement shall be provided originally, any party will not make any express or implied announcement or guarantee to such information. In order for the unrestrictive purpose to establish a sample, any party shall not announce or guarantee the merchantability of the information for the special purpose and the non-infringement of the information to any intellectual property rights. Unless violating the confidential clause or breach of the agreement, any party shall not assume the collateral, special, indirect, resulting or penitentiary indemnity, including but not limited to the loss or the income reduction, regardless of breach or tort. Term and Expiration The effective period of this Agreement is one year. Both parties may negotiate the renew or the modification of this Agreement within 30 days before the expiration date.

Parties shall announce and guarantee (1) the party be authorized to reach this agreement and unnecessary to acquire the ratification and agreement otherwise;(2) the representatives assigned by each party are authorized and subscribe this agreement in its duty;(3) the party know the articles under this agreement are enforceable. Parties announces to its counter-party that the information related to this Agreement known and believed by him is actual and accurate, however, no party will assume the liability not due to its willful fault or absence. Except for the above announcement and guarantees, any information in this agreement shall be provided originally, any party will not make any express or implied announcement or guarantee to such information. In order for the unrestrictive purpose to establish a sample, any party shall not announce or guarantee the merchantability of the information for the special purpose and the non-infringement of the information to any intellectual property rights. Unless violating the confidential clause or breach of the agreement, any party shall not assume the collateral, special, indirect, resulting or penitentiary indemnity, including but not limited to the loss or the income reduction, regardless of breach or tort. Term and Expiration The effective period of this Agreement is one year. Both parties may negotiate the renew or the modification of this Agreement within 30 days before the expiration date. If any party (unperformed party) cannot perform its main duty under this agreement, except for any other executable remedies, the other party (performed party) may terminate this Agreement by written notification to the unperformed party, which shall be sent out no less than 7 days in prior and indicate the breach of the unperformed party unless the breach act is redressed and acknowledged by the performed party. If the Agreement is terminated upon this Article, the unperformed party is responsible to minimize the users' loss, and shall assume the liabilities thereof. The expiration or termination of this Agreement shall not affect the rights provided in Article 3 of this Agreement. When this Agreement is terminated and expired, based on the provision of Article 10 of this Agreement, any party shall return the confidential information in its possession to the other party immediately.

Confidentiality Confidential information indicates to the information disclosed by one party (discloser) to the other party (receiver). If the information is tangible, it shall be marked with the words as "Confidential" or "Exclusive Possession". If it is the visual or the oral information, which is said to be confidential when disclosing, the discloser shall make a written summery and deliver it to the receiver in 30 days after the initial disclosure. Within 5 years after the initial disclosure of the confidential information by discloser, the receiver shall not disclose to any third party this confidential information, unless it is necessary for the employee, consultant, or contract party of the receiver (the precondition is that employee, consultant, or contract party agrees to protect this confidential information in writing) to know or understand such confidential information, but such information shall be protected as the own confidential information by the means of reasonable protection measures. Receiver agrees not to split, edit, or counter-engineer any confidential information of Motorola. The receiver understands the use or the release of Motorola's confidential information without authorization will cause economic loss to Motorola. The duty provided in this article will be effective for 5 years after the termination or expiration of this Agreement. Any party will not be responsible for the disclosure of confidential information in the following situations: The receiver obtains the confidential information in the case that there is no duty of confidentiality for him. The confidential information is known to the public, and that knowledge is not coming from any act of receiver.

Confidentiality Confidential information indicates to the information disclosed by one party (discloser) to the other party (receiver). If the information is tangible, it shall be marked with the words as "Confidential" or "Exclusive Possession". If it is the visual or the oral information, which is said to be confidential when disclosing, the discloser shall make a written summery and deliver it to the receiver in 30 days after the initial disclosure. Within 5 years after the initial disclosure of the confidential information by discloser, the receiver shall not disclose to any third party this confidential information, unless it is necessary for the employee, consultant, or contract party of the receiver (the precondition is that employee, consultant, or contract party agrees to protect this confidential information in writing) to know or understand such confidential information, but such information shall be protected as the own confidential information by the means of reasonable protection measures. Receiver agrees not to split, edit, or counter-engineer any confidential information of Motorola. The receiver understands the use or the release of Motorola's confidential information without authorization will cause economic loss to Motorola. The duty provided in this article will be effective for 5 years after the termination or expiration of this Agreement. Any party will not be responsible for the disclosure of confidential information in the following situations: The receiver obtains the confidential information in the case that there is no duty of confidentiality for him. The confidential information is known to the public, and that knowledge is not coming from any act of receiver. The discloser agrees in writing that such information shall not be kept in secret. The information comes from the third party without the duty of confidentiality. The confidential information is developed solely and independently by the receiver. The information is disclosed upon the order of authorities. The receiver only releases the information the order require to disclose, and the receiver shall notify the discloser of the order of authorities so as that the protection order may be obtained from the related authorities by discloser. If this Agreement is terminated by any reasons, both parties may immediately return to the other party or destroy the confidential information and make a written confirm.

General Rules This Agreement including appendixes thereof constitute the entire Agreement, which will substitute the prior written or oral communication, negotiation, understandings, agreement or express. Both parties recognize that they have sufficient chances to acquire the legal assist and this Agreement is the result of the negotiation by two parties. Any party shall not be deemed as the initial drafter of this Agreement. Any ambiguity of the agreement shall not be deemed as the reason to oppose the other party. Unless the formal authorized representatives ratifies and subscribes in writing, no modification or amendment shall be made. This Agreement is governed and interpreted by the law of P.R.C. Both parties shall make best effort to settle the disputes through friendly negotiation, if any disputes are arising from this Agreement, or the appendix thereto. If the disputes cannot be settled by friendly negotiation within 90 days after the written notice of the disputes is sent out, any party may file the disputes to the China International Economic and Trade Arbitration Commission to arbitrate under its arbitration rules. The forum comprises three arbitrators, two of which are appointed by each

General Rules This Agreement including appendixes thereof constitute the entire Agreement, which will substitute the prior written or oral communication, negotiation, understandings, agreement or express. Both parties recognize that they have sufficient chances to acquire the legal assist and this Agreement is the result of the negotiation by two parties. Any party shall not be deemed as the initial drafter of this Agreement. Any ambiguity of the agreement shall not be deemed as the reason to oppose the other party. Unless the formal authorized representatives ratifies and subscribes in writing, no modification or amendment shall be made. This Agreement is governed and interpreted by the law of P.R.C. Both parties shall make best effort to settle the disputes through friendly negotiation, if any disputes are arising from this Agreement, or the appendix thereto. If the disputes cannot be settled by friendly negotiation within 90 days after the written notice of the disputes is sent out, any party may file the disputes to the China International Economic and Trade Arbitration Commission to arbitrate under its arbitration rules. The forum comprises three arbitrators, two of which are appointed by each party respectively. And the third arbitrator is elected by these two parties as the chief arbitrator. Arbitrators shall consider the intents of both parties. The award shall be made upon the applicable law of P.R.C. and the standards and guideline accepted by the international arbitration forum when treating the similar cases. The arbitration award is final and binding to both parties, and any party shall not bring action to the court afterwards. Both parties shall perform the arbitration award without any delay. The findings shall include the fee, expenses, and the related issues. The arbitration fee shall be paid by the party indicated in the final arbitration award. During the arbitration, except for the parts affected by the arbitration, the provisions and appendixes are still effective, and both parties shall still perform this agreement. The title used in this Agreement is only for the convenience of agreement writing, and shall not be used to interpret the rights and obligations under this agreement. Without the written consent of the counter-party, any party shall not disclose any clauses or conditions in this Agreement to the third party. Neither party will be responsible for the delivery or performance delay caused by the following events out of human beings' control: War or military acts; Natural calamity, including but not limited to flood, drought, typhoon, earthquake, fire and etc;

Strikes or riots; International boycott; Any other unforeseeable act or event; All the notices, requests, requirements, claims and any other communication related to this Agreement shall be made in written forms, and may deliver personally or send by express, registered mail or confirmed facsimiles and get the return receipt. The delivery to the following address is deemed as receipt. Party A: Motorola(China) Co., Ltd.

Strikes or riots; International boycott; Any other unforeseeable act or event; All the notices, requests, requirements, claims and any other communication related to this Agreement shall be made in written forms, and may deliver personally or send by express, registered mail or confirmed facsimiles and get the return receipt. The delivery to the following address is deemed as receipt. Party A: Motorola(China) Co., Ltd. Address: 108# Jian Guo Road, Chao Yang District, Beijing Post Code:100022 Liaison Officer: Hanqiu Luo Tel.: 010-65642475 Fax.:010-65668466 Party B: Beijing AirInBox Information Technologies Co., Ltd Address: Room 809, Block A, Yue Tan Building, Yue Tan Bei Jie, Xi Cheng District, Beijing Post Code:100022 Liaison Officer: Xin Liu Tel.: 010-68081818 Fax.:010-68083118 Either party may change its address after the written notice is made. Without the consent of the counter-party, neither party shall transfer or sub-transfer this Agreement or the rights and obligations under this agreement. This Agreement can be subscribed for one original copy or may have several copies of duplicates, and the facsimile subscription will have the equal effect to the original subscription. Both parties shall be the independent Agreement party. The partnership, cooperation, joint venture or any other legal relationship does not occurs under this agreement. Neither party may restrict the other party so as to assume the responsibility of the third party. If any provisions under this agreement cannot be deemed to be effective and enforceable due to any reason, the other provisions in this Agreement shall not be affected. If the modification and substitution to the ineffective and unenforceable

provisions are deemed as depriving one party's main interest, the Agreement shall be terminated as soon as possible, and the ineffective and unenforceable provisions shall be substituted by the effective and enforceable provisions, which may actually reflect the intents of both parties. This Agreement becomes effective on the date of the subscription by the authorized representatives hereby

provisions are deemed as depriving one party's main interest, the Agreement shall be terminated as soon as possible, and the ineffective and unenforceable provisions shall be substituted by the effective and enforceable provisions, which may actually reflect the intents of both parties. This Agreement becomes effective on the date of the subscription by the authorized representatives hereby Party A: Authorized Agent: (signature)
Name: /s/ C So Title: Date:

Party B: Authorized Agent: (signature)
Name: /s/ Li Luyi Title: Date:

Appendix 1 The Wireless Content and the Wireless Value-added Services
-----------------------------------------------------------------------------------------------------Name of Corporation Motorola and KongZhong Network -----------------------------------------------------------------------------------------------------Cooperation Scope Wireless Value-added Services -----------------------------------------------------------------------------------------------------Income Allocation WAP 60% ----------------------------------------------------------Percentage (receivable by Motorola) SMS 50% ----------------------------------------------------------MMS 50% -----------------------------------------------------------------------------------------------------Cooperative Mobile Phone Type T720, A760, V290, E380, and the new types etc. -----------------------------------------------------------------------------------------------------Content of Cooperation 1 To subscribe the services of WAP, SMS, MMS and JAVA through WAP -----------------------------------------------------------------------------------------------------2 To promote the above services in the guide book packaged with the mobile phone -----------------------------------------------------------------------------------------------------3 To subscribe the above services through presenting the Java client in the CD-ROM in the package of the mobile phone or presetting the Java client in the mobile phone -----------------------------------------------------------------------------------------------------4 Miscellaneous -----------------------------------------------------------------------------------------------------Subscription Date of Memorandum of Understandings -----------------------------------------------------------------------------------------------------Subscription Date of Cooperation Agreement ------------------------------------------------------------------------------------------------------

Appendix 1 The Wireless Content and the Wireless Value-added Services
-----------------------------------------------------------------------------------------------------Name of Corporation Motorola and KongZhong Network -----------------------------------------------------------------------------------------------------Cooperation Scope Wireless Value-added Services -----------------------------------------------------------------------------------------------------Income Allocation WAP 60% ----------------------------------------------------------Percentage (receivable by Motorola) SMS 50% ----------------------------------------------------------MMS 50% -----------------------------------------------------------------------------------------------------Cooperative Mobile Phone Type T720, A760, V290, E380, and the new types etc. -----------------------------------------------------------------------------------------------------Content of Cooperation 1 To subscribe the services of WAP, SMS, MMS and JAVA through WAP -----------------------------------------------------------------------------------------------------2 To promote the above services in the guide book packaged with the mobile phone -----------------------------------------------------------------------------------------------------3 To subscribe the above services through presenting the Java client in the CD-ROM in the package of the mobile phone or presetting the Java client in the mobile phone -----------------------------------------------------------------------------------------------------4 Miscellaneous -----------------------------------------------------------------------------------------------------Subscription Date of Memorandum of Understandings -----------------------------------------------------------------------------------------------------Subscription Date of Cooperation Agreement ------------------------------------------------------------------------------------------------------

Appendix 2 Detailed Rules of Training and the Technical Support In order to complete the cooperation of two parties in the field of mobile wireless application, Party A shall supply to Party B the technical support and services as follows: Party A provide Party B with the technical materials necessary to the information services development of Party A, including the end equipment, memory capability, technical size, the supported format of ring, screen saver, wallpaper and etc. In order to assist Party B to debug the program, Party A shall provide Party B the sample files of ring, screen saver, wallpaper and etc. for test and debug. In order to assist Party B to develop the information services based on Party A's end equipment, Party A shall provide Party B with develop tools, including Java program software package, TEHME, file transfer and production tools for ring, screen saver, wallpaper. Party A shall provide Party B the testing phone, and the handbook thereof. After obtaining the technique materials, tool software and the testing phone, Party A will train the engineers from Party B. During the development of the information services of Party B, Party A shall supply the consultation to the

Appendix 2 Detailed Rules of Training and the Technical Support In order to complete the cooperation of two parties in the field of mobile wireless application, Party A shall supply to Party B the technical support and services as follows: Party A provide Party B with the technical materials necessary to the information services development of Party A, including the end equipment, memory capability, technical size, the supported format of ring, screen saver, wallpaper and etc. In order to assist Party B to debug the program, Party A shall provide Party B the sample files of ring, screen saver, wallpaper and etc. for test and debug. In order to assist Party B to develop the information services based on Party A's end equipment, Party A shall provide Party B with develop tools, including Java program software package, TEHME, file transfer and production tools for ring, screen saver, wallpaper. Party A shall provide Party B the testing phone, and the handbook thereof. After obtaining the technique materials, tool software and the testing phone, Party A will train the engineers from Party B. During the development of the information services of Party B, Party A shall supply the consultation to the engineers from Party B, if necessary, shall assist the engineers from Party B to test or debug the application program.

Appendix 3 Income Allocation 1. Party B agrees to pay Party A according to the "Percentage of Income Allocation" stipulated in appendix 1 the part that shall be received by Party A from the total income of wireless content and wireless value-added services. 2. Both parties agree that after the termination or expiration of this agreement, if the users in the term of this Agreement still use the wireless content and wireless value-added services, and Party B still have the income from them, Party B shall pay Party A according to Article 3 of this Agreement, and Party A will enjoy all the rights in this appendix. 3. Both parties agree to calculate the total income in the method as follows: 3.1 Total income of SMS=the base income value of Party B(according to the success state report responded by operator, 98% recorded) *the Allocation Ratio between Party B and operator Where The Allocation Ratio between Party B and operator (1) China Mobile: 85% China Unicom: not applicable by this agreement 3.2 Total income of WAP=All the bookkeeping account receivable of Party B's WAP*95%* The Allocation Ratio between Party B and operator

Appendix 3 Income Allocation 1. Party B agrees to pay Party A according to the "Percentage of Income Allocation" stipulated in appendix 1 the part that shall be received by Party A from the total income of wireless content and wireless value-added services. 2. Both parties agree that after the termination or expiration of this agreement, if the users in the term of this Agreement still use the wireless content and wireless value-added services, and Party B still have the income from them, Party B shall pay Party A according to Article 3 of this Agreement, and Party A will enjoy all the rights in this appendix. 3. Both parties agree to calculate the total income in the method as follows: 3.1 Total income of SMS=the base income value of Party B(according to the success state report responded by operator, 98% recorded) *the Allocation Ratio between Party B and operator Where The Allocation Ratio between Party B and operator (1) China Mobile: 85% China Unicom: not applicable by this agreement 3.2 Total income of WAP=All the bookkeeping account receivable of Party B's WAP*95%* The Allocation Ratio between Party B and operator Where The Allocation Ratio between Party B and operator (1) China Mobile: 85% China Unicom: not applicable by this agreement 3.3 Total income of MMS= the base income value of Party B(according to the success state report responded by operator, 90% recorded) *the Allocation Ratio between Party B and operator Where The Allocation Ratio between Party B and operator (1) China Mobile: 85% China Unicom: not applicable by this agreement 3.4 The total income of Party B is the sum of the above income deducting the sales tax

4. Both parties agree to balance the income every month. Within 30 days after the end of the month, Party B shall pay Party A's money to the account appointed by Party A, and Party A shall make out an invoice to Party B. After Party B received the bills from China Mobile and China Unicom, the fee list of the cooperation project (this fee list is calculated by Party B according to the bills provided by China Mobile and China Unicom, so Party B shall supply vouchers as basis) and the copy of the bills from China Mobile and China Unicom (to verify the

4. Both parties agree to balance the income every month. Within 30 days after the end of the month, Party B shall pay Party A's money to the account appointed by Party A, and Party A shall make out an invoice to Party B. After Party B received the bills from China Mobile and China Unicom, the fee list of the cooperation project (this fee list is calculated by Party B according to the bills provided by China Mobile and China Unicom, so Party B shall supply vouchers as basis) and the copy of the bills from China Mobile and China Unicom (to verify the actual fee settlement ratio between Party and China Mobile or China Unicom) shall be sent to Party A for verifying. If China Mobile and China Unicom cannot provide the fee bills, the data from Party B shall be used, and Party A may audit any data Party B provide. If the fee standards of China Mobile and China Unicom are changed, Party B shall immediately notify Party A in written form. Both parties shall confirm the income allocation calculating method in writings pursuant to the related provisions of China Mobile or China Unicom. The new method of calculation shall be executed from the next month when Party A received notice from Party B.

EXHIBIT 10.23 COOPERATION AGREEMENT ON SHORT-MESSAGING SERVICES PARTY A: GUANGDONG MOBILE TELECOMMUNICATIONS CORPORATION PARTY B: BEIJING AIRINBOX INFORMATION TECHNOLOGIES CO., LTD Guangdong Mobile Telecommunications Corporation (hereinafter referred to as "Party A") is a network operation company that has been approved by the Chinese authority in charge of information industry under the State Council to provide mobile network telephone services (including voice message, data and multimedia) to the general public within Guangdong province. Beijing AirInBox Information Technologies Co.,Ltd. (hereinafter referred to as the "Party B") uses wireless interconnections as its major platform to provide a range of mobile message services to customers who can access the Internet via mobile terminals or PCs. For the purposes of giving full play of the advantage of each Party in its service area and providing Monternet WAP services to its subscribers in Guangdong and other users permitted by Party A, the parties have reached the following agreement with respect to SMS cooperation in accordance with the principles of equal benefit, advantage sharing, and mutual development. ARTICLE 1 CONTENT OF THE COOPERATION PROJECT 1. As a provider of the platform for the delivery of SMS, Party A will provide networking channel to Party B for a fee. 2. Party B shall, through Party A's SMS platform, provide the following information and application services to Party A's subscribers of Gotone and M-Zone in Guangdong and other subscribers agreed by Party A. Party B shall, according to

subscribers' customization requirements, provide subscribers with timely information services with sound quality and quantity. 3. Party A shall use its billing and business supporting system to provide Party B with paid business billing and fee collection service.

EXHIBIT 10.23 COOPERATION AGREEMENT ON SHORT-MESSAGING SERVICES PARTY A: GUANGDONG MOBILE TELECOMMUNICATIONS CORPORATION PARTY B: BEIJING AIRINBOX INFORMATION TECHNOLOGIES CO., LTD Guangdong Mobile Telecommunications Corporation (hereinafter referred to as "Party A") is a network operation company that has been approved by the Chinese authority in charge of information industry under the State Council to provide mobile network telephone services (including voice message, data and multimedia) to the general public within Guangdong province. Beijing AirInBox Information Technologies Co.,Ltd. (hereinafter referred to as the "Party B") uses wireless interconnections as its major platform to provide a range of mobile message services to customers who can access the Internet via mobile terminals or PCs. For the purposes of giving full play of the advantage of each Party in its service area and providing Monternet WAP services to its subscribers in Guangdong and other users permitted by Party A, the parties have reached the following agreement with respect to SMS cooperation in accordance with the principles of equal benefit, advantage sharing, and mutual development. ARTICLE 1 CONTENT OF THE COOPERATION PROJECT 1. As a provider of the platform for the delivery of SMS, Party A will provide networking channel to Party B for a fee. 2. Party B shall, through Party A's SMS platform, provide the following information and application services to Party A's subscribers of Gotone and M-Zone in Guangdong and other subscribers agreed by Party A. Party B shall, according to

subscribers' customization requirements, provide subscribers with timely information services with sound quality and quantity. 3. Party A shall use its billing and business supporting system to provide Party B with paid business billing and fee collection service. ARTICLE 2 PARTY A'S RIGHTS AND OBLIGATIONS 1. Party A shall have the right to verify operation license for internet information services or operation license for telecom value-added services, credit certificate, business license, source of information and bank account and other materials relating to the normal operation of business provided by Party B. 2. Party A shall provide Party B with the connection point for SMS service and SMS service volume control. Party A has the right to adjust SMS service volume according to the capacity of its SMS center. 3. Any expansion of Party B's business offerings or its application to alter its business shall be subject to Party A's review within 10 days upon submission of related materials by Party B. 4. Party A shall have the ownership of its subscribers and the right to know about Party B's business. Party A has the right to request Party B to provide Party A with customer information, business profile, log and statistics relating to Party B's Monternet services. 5. Party A shall have the right to stipulate measures for the management of the Monternet services and to examine

subscribers' customization requirements, provide subscribers with timely information services with sound quality and quantity. 3. Party A shall use its billing and business supporting system to provide Party B with paid business billing and fee collection service. ARTICLE 2 PARTY A'S RIGHTS AND OBLIGATIONS 1. Party A shall have the right to verify operation license for internet information services or operation license for telecom value-added services, credit certificate, business license, source of information and bank account and other materials relating to the normal operation of business provided by Party B. 2. Party A shall provide Party B with the connection point for SMS service and SMS service volume control. Party A has the right to adjust SMS service volume according to the capacity of its SMS center. 3. Any expansion of Party B's business offerings or its application to alter its business shall be subject to Party A's review within 10 days upon submission of related materials by Party B. 4. Party A shall have the ownership of its subscribers and the right to know about Party B's business. Party A has the right to request Party B to provide Party A with customer information, business profile, log and statistics relating to Party B's Monternet services. 5. Party A shall have the right to stipulate measures for the management of the Monternet services and to examine the performance standards and the documentation with respect to customer services; Party A also have the right to require Party B to observe and implement the above mentioned measures and standards. Party A shall carry out 1-2 performance reviews on Party B each year according to the management requirements mentioned above. 6. Party A shall provide Party B with a system to identify and verify user registration and log-on information, which system shall be connected with Party B's content service system, and the subscriber data recorded by such system shall be the controlling information on the subscribers' usage of Party B's services. 7. Party A shall provide Party B with a customer service number for the customer to make complaint and enquiry calls. Party A's customer service center shall be the party to make final confirmation and distribution of Monternet customer service problems, Party B's customer service personnel or customer service system shall

assist Party A to analyze and deal with complaints and enquiries relating to relevant customer services. Party A has the right to forward such customer complaints and enquiries not arising from network communication problems. Party A shall be liable for such customer enquiries and complaints due to network communication problems. 8. Party A shall collect the service fee from subscribers for Party B based on Party A's billing information. 9. Party A shall provide to Party B volume information at its SMS gateway recording the amount of SMS sent by Party B; Party A's information will be the basis for the settlement of SMS communication network fee. 10. Party A has the right to verify the profit forecast of the parties provided by Party B to Party A prior to the activation of the service to be provided by Party A. 11. Party A and Party B can jointly engage in marketing and customer advertisement. Party A has the right to request Party B to identify the brand of "MONTERNET" upon Party A's examination and approval. In the event that Party B's promotion and advertisement involves the corporate name and other brand specifications of Party A, it shall be subject to Party A's prior examination and approval. ARTICLE 3 PARTY B'S RIGHTS AND OBLIGATIONS: 1. Party B shall provide Party A with true and reliable operation license for internet information services or

assist Party A to analyze and deal with complaints and enquiries relating to relevant customer services. Party A has the right to forward such customer complaints and enquiries not arising from network communication problems. Party A shall be liable for such customer enquiries and complaints due to network communication problems. 8. Party A shall collect the service fee from subscribers for Party B based on Party A's billing information. 9. Party A shall provide to Party B volume information at its SMS gateway recording the amount of SMS sent by Party B; Party A's information will be the basis for the settlement of SMS communication network fee. 10. Party A has the right to verify the profit forecast of the parties provided by Party B to Party A prior to the activation of the service to be provided by Party A. 11. Party A and Party B can jointly engage in marketing and customer advertisement. Party A has the right to request Party B to identify the brand of "MONTERNET" upon Party A's examination and approval. In the event that Party B's promotion and advertisement involves the corporate name and other brand specifications of Party A, it shall be subject to Party A's prior examination and approval. ARTICLE 3 PARTY B'S RIGHTS AND OBLIGATIONS: 1. Party B shall provide Party A with true and reliable operation license for internet information services or operation license for telecom value-added services, credit certificate, business license, source of information and bank account and other materials relating to the normal operation of business, and guarantee that the billing for such information services is in compliance with relevant provisions of the State pricing authority. 2. Party B shall ensure content compliance with regulations and the nine categories of illegal information listed in Information Source Networking Information Safety and Security Liability Statement (Exhibit 4). Party B shall be responsible for filtering the content (including the information edited by the user through Party A's network) of information provided by users, prohibiting any kinds of unhealthy and illegal information. 3. Party B shall provide Party A with its preliminary response within 2 hours of receiving customer complaints and verify the reasons for the problems underlying such complaints within one working day.

4. Party B shall verify the true identity of users and display calling number along with the SMS. Any information directly being sent to other users' Mobile phone only with anonymous and pet name will not be allowed (excluding the chatting business of fictitious community). 5. Party B shall strictly control the function of group SMS service and ensure a piece of SMS can be reached by at most 1-2 calling numbers. 6. During the term of this agreement, Party B shall not provide any third parties the same information services that it provides to Party A through any channels or any means; Party B must create a separate database for Party A's subscribers(135 -- 139) that is separate from that for the subscribers of any third parties. Further, Party B shall not provide any Monternet services to any third parties any time through any means (including chatting through SM, self-editing SM and sending SM through network). 7. Party B shall not publish advertisement or other non-relevant information on its website. Any supplement to Party B's business and application for business alteration shall be subject to Party A's review and approval, and shall be verified by Party A's billing examination. Party B shall timely deliver to Party A such business materials that require Party B's resolution. (As of the date of this Agreement, basic information provided by Party B are listed as Exhibit 3 hereto.) 8. Party B shall provide Party A with reports on the customer development, customer category, customer habit, business forecast and subscriber information necessary for the administration of Party B's services, and ensure timely upgrade of Party A's customer database. Party A shall keep such information confidential in accordance with Article 7 "Confidential Information." Party B shall be responsible for providing system to keep a log of the

4. Party B shall verify the true identity of users and display calling number along with the SMS. Any information directly being sent to other users' Mobile phone only with anonymous and pet name will not be allowed (excluding the chatting business of fictitious community). 5. Party B shall strictly control the function of group SMS service and ensure a piece of SMS can be reached by at most 1-2 calling numbers. 6. During the term of this agreement, Party B shall not provide any third parties the same information services that it provides to Party A through any channels or any means; Party B must create a separate database for Party A's subscribers(135 -- 139) that is separate from that for the subscribers of any third parties. Further, Party B shall not provide any Monternet services to any third parties any time through any means (including chatting through SM, self-editing SM and sending SM through network). 7. Party B shall not publish advertisement or other non-relevant information on its website. Any supplement to Party B's business and application for business alteration shall be subject to Party A's review and approval, and shall be verified by Party A's billing examination. Party B shall timely deliver to Party A such business materials that require Party B's resolution. (As of the date of this Agreement, basic information provided by Party B are listed as Exhibit 3 hereto.) 8. Party B shall provide Party A with reports on the customer development, customer category, customer habit, business forecast and subscriber information necessary for the administration of Party B's services, and ensure timely upgrade of Party A's customer database. Party A shall keep such information confidential in accordance with Article 7 "Confidential Information." Party B shall be responsible for providing system to keep a log of the required information mentioned above and shall keep historical records for at least one month. 9. Party B shall ensure that customers are informed of the price, content and the manner through which its services are provided prior to the delivery of its services. 10. Party B shall obtain customer's consent before providing its services and shall, according to subscribers' customization requirements, provide subscribers with timely, quality and the correct quantity of information services. 11. Party B shall observe Party A's measures with respect to the management of the Monternet services and standards of customer service and documentation; in addition, Party B shall be subject to Party A's inspection and supervision. If, for

whatever reason, Party B withdraws from providing WAP services to Party A, Party B must provide a onemonth grace period to continue its service and make a website announcement on its website (WWW/WAP) or other channels to keep Party A's subscribers informed. 12. Party B shall handle customer enquiries and complaints not resulting from network communication problems and establish effective channels for complaints that will be directed to Party A's customer service center. Party B shall assume the ultimate liability to customers for such customer complaints for which neither Party A nor Party B can give a reasonable explanation. 13. Party B shall fill out the number of billable characters in each delivered message as required by Party A, and the form of the bill must conform to the date format provided by Party A. 14. Party B shall be solely liable for tax payment on its profit. 15. Party B shall issue a formal invoice to Party A for such information service fees collected from Party A. 16. Party B shall actively engage itself in marketing and customer promotion. The content of Party B's promotion and advertisement materials shall include the "MONTERNET" brand as required by Party A. 17. Within 6 months after the effectiveness of the Agreement, Party B shall not conduct the same or similar WAP

whatever reason, Party B withdraws from providing WAP services to Party A, Party B must provide a onemonth grace period to continue its service and make a website announcement on its website (WWW/WAP) or other channels to keep Party A's subscribers informed. 12. Party B shall handle customer enquiries and complaints not resulting from network communication problems and establish effective channels for complaints that will be directed to Party A's customer service center. Party B shall assume the ultimate liability to customers for such customer complaints for which neither Party A nor Party B can give a reasonable explanation. 13. Party B shall fill out the number of billable characters in each delivered message as required by Party A, and the form of the bill must conform to the date format provided by Party A. 14. Party B shall be solely liable for tax payment on its profit. 15. Party B shall issue a formal invoice to Party A for such information service fees collected from Party A. 16. Party B shall actively engage itself in marketing and customer promotion. The content of Party B's promotion and advertisement materials shall include the "MONTERNET" brand as required by Party A. 17. Within 6 months after the effectiveness of the Agreement, Party B shall not conduct the same or similar WAP services within Guangdong province with any third party. ARTICLE 4 MAINTENANCE RESPONSIBILITIES 1. Responsibilities for maintenance shall be divided at the point where the equipment of the parties connects; each Party shall perform its respective obligations to ensure the normal operation of their services. 2. Detailed responsibilities of the parties are listed in Exhibit 1 hereto. ARTICLE 5 BILLING AND SETTLEMENT 1. Party A shall be entitled to the network fees arising from customers' use of SMS services. Party A and Party B together shall share in the information service fees paid by customers in accordance with a pre-determined percentage. 2. If subscribers refuse to pay the information service fees due to problems with the

quality of Party B's service, such unpaid amount shall be deducted from Party B's share of the information fees. 3. If Party B fails to transmit its information services in accordance with the format requirements of Party A (i.e., by including in each message certain wordings regarding information service fees), Party A will not include such amount in the information fees collected for Party B and Party B shall be solely liable for any consequence arising therefore. 4. Detailed method for billing and settlement is set forth in Exhibit 2 hereto. ARTICLE 6 REWARD AND PUNISHMENT PROVISIONS 1. With the occurrence of any of the following circumstances, Party A has the right to require Party B to reform and reorder immediately, and even has the right to deduct from the information service fee collected by Party A according to different circumstances. Party A has the right to terminate the agreement immediately in very serious circumstances. 1.1 Party B is in violation of laws, regulations, measures or policies concerning China's telecommunications or Internet information.

quality of Party B's service, such unpaid amount shall be deducted from Party B's share of the information fees. 3. If Party B fails to transmit its information services in accordance with the format requirements of Party A (i.e., by including in each message certain wordings regarding information service fees), Party A will not include such amount in the information fees collected for Party B and Party B shall be solely liable for any consequence arising therefore. 4. Detailed method for billing and settlement is set forth in Exhibit 2 hereto. ARTICLE 6 REWARD AND PUNISHMENT PROVISIONS 1. With the occurrence of any of the following circumstances, Party A has the right to require Party B to reform and reorder immediately, and even has the right to deduct from the information service fee collected by Party A according to different circumstances. Party A has the right to terminate the agreement immediately in very serious circumstances. 1.1 Party B is in violation of laws, regulations, measures or policies concerning China's telecommunications or Internet information. 1.2 The content provided by Party B is in violation of applicable laws, regulations and policies of state, Party B send illegal information set forth in Information Source Access Network Safeguard Duty (Schedule 4) through the Party's A system. 1.3 Party B acts substantially reckless in the collection of fees from the users. 1.4 Severe complaint from customers with respect to the quality of Party B's services. 1.5 Party B fails to observe the standards in using Party A's corporate name and other brands as provided in this Agreement and such failure has resulted in bad influence on the society. 1.6 Realizing inter-connection by using data application services provided by Party A, or causing inter-connection between third parties using Monternet services using services including short-messaging chatting, self-edited short-messaging or Internet disseminated short-messageing.

1.7 Party A's network system is damaged due to Party B's system testing, activation and modification. Other conduct of Party B in violation of this Agreement. 1.8 Party B's customers are seriously affected by Party B's system testing, activation and modification, which results in strong complaints from the customers. 1.9 Other behavior violated the agreement committed by Party B. 2. With the occurrence of any of the following circumstances, Party A has the right to terminate the corporation or deny to renew the agreement. 1) Party B fails to provide Party A with true and reliable operation license for internet information services or operation license for telecom value-added services, credit certificate, business license, source of information and bank account and other materials relating to the normal operation of business, and the billing for such information services isn't in compliance with relevant provisions of the State pricing authority. 2) Party lies in the late 5 for consecutive two times during Party A's review, and the reform has no effect. 3) Party A's written warn has no effect when Party B fails to prior deliver the expected revenue date of both parties during the period of corporation. 4) Party B has other serious fraud behavior during the period of corporation.

1.7 Party A's network system is damaged due to Party B's system testing, activation and modification. Other conduct of Party B in violation of this Agreement. 1.8 Party B's customers are seriously affected by Party B's system testing, activation and modification, which results in strong complaints from the customers. 1.9 Other behavior violated the agreement committed by Party B. 2. With the occurrence of any of the following circumstances, Party A has the right to terminate the corporation or deny to renew the agreement. 1) Party B fails to provide Party A with true and reliable operation license for internet information services or operation license for telecom value-added services, credit certificate, business license, source of information and bank account and other materials relating to the normal operation of business, and the billing for such information services isn't in compliance with relevant provisions of the State pricing authority. 2) Party lies in the late 5 for consecutive two times during Party A's review, and the reform has no effect. 3) Party A's written warn has no effect when Party B fails to prior deliver the expected revenue date of both parties during the period of corporation. 4) Party B has other serious fraud behavior during the period of corporation. 3. If Party B lies in the top 10 for the Party A's review, Party A will prevail to provide resources and assist Party B for advertising, and will firstly take Party B's other requirement into consideration. 4. If Party B has effectively performed the obligations under the agreement, and the claims rate from users is relatively law, then Party A will prevail to consider to renew the agreement with Party B. ARTICLE 7 CONFIDENTIALITY 1. Both parties shall be responsible to keep confidential all the customer materials obtained from such services. 2. Proprietary information received by one Party from the other Party (the "Disclosing Party") that is developed, created, discovered or learned by the Disclosing Party, or transferred to the Disclosing Party, and is of commercial

value to the business of the Disclosing Party, including but not limited to relevant commercial secret, computer program, design techniques, idea, know-how, process, data, business and product development plan, customer information relating to the business of the Disclosing Party and other information, or confidential information that the Disclosing Party receives from another party, shall remain the property of the Disclosing Party, the other Party shall keep confidential any and all proprietary information, and without prior written consent of the Disclosing Party, shall not use or disclose such proprietary information to any individual or entity, except for the purpose of normal performance of the obligations hereunder. 3. Both parties shall be responsible to keep confidential this cooperation and the terms and conditions of this Agreement. Without prior written consent of the other Party, neither Party shall disclose to any third party details of the cooperation between the parties and the terms and conditions of this Agreement. ARTICLE 8 LIABILITY FOR BREACH 1. If this Agreement cannot be performed due to any Party's violation of this Agreement, the other Party shall have the right to terminate this Agreement. 2. If any party breaches any obligations under this Agreement and incurs bad social impact or economic losses to the other party, the other party shall have the right to hold the breaching party responsible for such breach,

value to the business of the Disclosing Party, including but not limited to relevant commercial secret, computer program, design techniques, idea, know-how, process, data, business and product development plan, customer information relating to the business of the Disclosing Party and other information, or confidential information that the Disclosing Party receives from another party, shall remain the property of the Disclosing Party, the other Party shall keep confidential any and all proprietary information, and without prior written consent of the Disclosing Party, shall not use or disclose such proprietary information to any individual or entity, except for the purpose of normal performance of the obligations hereunder. 3. Both parties shall be responsible to keep confidential this cooperation and the terms and conditions of this Agreement. Without prior written consent of the other Party, neither Party shall disclose to any third party details of the cooperation between the parties and the terms and conditions of this Agreement. ARTICLE 8 LIABILITY FOR BREACH 1. If this Agreement cannot be performed due to any Party's violation of this Agreement, the other Party shall have the right to terminate this Agreement. 2. If any party breaches any obligations under this Agreement and incurs bad social impact or economic losses to the other party, the other party shall have the right to hold the breaching party responsible for such breach, requires the breaching party to reverse such impact and make corresponding compensations, and to terminate this Agreement. ARTICLE 9 FORCE MAJEURE Any party hereto shall not be held responsible for the other party's economic losses or the failure or delay to perform all or any part of this Agreement due to force majeure events that could not be predicted and the result of which cannot be controlled or prevented. However, the party affected by such force majeure events shall promptly provide the other party with written notice of such occurrence and, within 15 days thereafter, send a valid certificate issued by the relevant authority explaining the details of such events and the reason for its failure or delay to perform all or any part of this Agreement. Both Parties shall negotiate the performance or termination of this

Agreement according to the degree of impact on the performance hereof caused by such events. ARTICLE 10 AMENDMENT OR MODIFICATION 1. During the cooperation between the parties, relevant business management requirements and relevant customer management requirements stipulated by Party A for the Monternet shall be incorporated as a supplement hereto. If there is any conflict between the provisions of this Agreement and the management requirements, the management requirements shall prevail. Both parties agree to negotiate on the conflicting provisions, and execute a supplemental agreement. 2. If any party hereof intends to modify or terminate this Agreement, it shall provide written notice to the other party at least 15 day prior thereto. Notice in oral form shall be invalid. Any dispute arising from the termination of this Agreement shall be negotiated in order to reach a resolution between the parties. 3. Any issues not included in this Agreement shall, upon agreement through amicable negotiations between the parties, be included as a written supplement hereto. 4. This Agreement shall be governed by the laws of the People's Republic of China. If the Parties hereto fail to reach an agreement in the event of any dispute, either Party may file a lawsuit before the court of the place where Party A is located. 5. This Agreement shall become effective after it is signed by the representative of the Parties and affixed with the official seal of the Parties, the term hereof shall be one year, which is renewable upon agreement by both Party A and Party B through consultation.

Agreement according to the degree of impact on the performance hereof caused by such events. ARTICLE 10 AMENDMENT OR MODIFICATION 1. During the cooperation between the parties, relevant business management requirements and relevant customer management requirements stipulated by Party A for the Monternet shall be incorporated as a supplement hereto. If there is any conflict between the provisions of this Agreement and the management requirements, the management requirements shall prevail. Both parties agree to negotiate on the conflicting provisions, and execute a supplemental agreement. 2. If any party hereof intends to modify or terminate this Agreement, it shall provide written notice to the other party at least 15 day prior thereto. Notice in oral form shall be invalid. Any dispute arising from the termination of this Agreement shall be negotiated in order to reach a resolution between the parties. 3. Any issues not included in this Agreement shall, upon agreement through amicable negotiations between the parties, be included as a written supplement hereto. 4. This Agreement shall be governed by the laws of the People's Republic of China. If the Parties hereto fail to reach an agreement in the event of any dispute, either Party may file a lawsuit before the court of the place where Party A is located. 5. This Agreement shall become effective after it is signed by the representative of the Parties and affixed with the official seal of the Parties, the term hereof shall be one year, which is renewable upon agreement by both Party A and Party B through consultation. 6. This Agreement and Exhibits hereto are in four originals, each of Party A and Party B holds two originals thereof, with the equal legal effect. EXHIBIT 1: MAINTENANCE RESPONSIBILITIES EXHIBIT 2: BILLING AND SETTLEMENT EXHIBIT 3: PARTY B'S BUSINESS AND PRICE EXHIBIT 4: INFORMATION SOURCE NETWORKING INFORMATION SAFETY AND

PARTY A:

GUANGDONG MOBILE TELECOMMUNICATIONS CORPORATION

/s/ Lin Zhenhui

PARTY B:

BEIJING AIRINBOX INFORMATION TECHNOLOGIES CO., LTD.

/s/ Yunfan Zhou

STATEMENT HEREBY, WE PROVE THAT THE RENEWAL OF SMS COOPERATION AGREEMENT BETWEEN OUR CORPORATION AND BEIJING AIRINBOX INFORMATION TECHNOLOGIES CO.,LTD IS STILL IN PROCESS, AND THE COORATION IS STILL EFFECITIVE. GUANGDONG MOBILE COMMUNICATIONS CORPORATION (SEAL)

EXHIBIT 10.24 LEASE AGREEMENT OF YUETAN BUILDING This Agreement is entered into by and between two parties as of August 30, 2002, in Beijing.

PARTY A:

GUANGDONG MOBILE TELECOMMUNICATIONS CORPORATION

/s/ Lin Zhenhui

PARTY B:

BEIJING AIRINBOX INFORMATION TECHNOLOGIES CO., LTD.

/s/ Yunfan Zhou

STATEMENT HEREBY, WE PROVE THAT THE RENEWAL OF SMS COOPERATION AGREEMENT BETWEEN OUR CORPORATION AND BEIJING AIRINBOX INFORMATION TECHNOLOGIES CO.,LTD IS STILL IN PROCESS, AND THE COORATION IS STILL EFFECITIVE. GUANGDONG MOBILE COMMUNICATIONS CORPORATION (SEAL)

EXHIBIT 10.24 LEASE AGREEMENT OF YUETAN BUILDING This Agreement is entered into by and between two parties as of August 30, 2002, in Beijing. Lessor (Party A) Name: Beijing Yue Tan Building Real Estate Development Co. Ltd. Registered Country: China Registered Address: 2# Yue Tan Bei Jie, Xi Cheng District, Beijing Tel.: 68083100 Fax: 68083333 Legal Representative: Rong Jiang Lessee (Party B) Name: KongZhong Information Technology (Beijing) Co.,Ltd Registered Country: China Registered Address: 12th floor, No 6, Zhong Guan Cun Nan Da Jie, Hai Dian District, Beijing Tel.: 62016505 Fax: 62012955 Legal Representative: Yunfan Zhou Through friendly negotiation, regarding to the leasing and renting of the real estate, which is located in Room 809, 8th floor, Block A, 2# Yue Tan Bei Jie, Xi Cheng District, Beijing, Party A and Party B reach an Agreement as below. Article 1 The Room

STATEMENT HEREBY, WE PROVE THAT THE RENEWAL OF SMS COOPERATION AGREEMENT BETWEEN OUR CORPORATION AND BEIJING AIRINBOX INFORMATION TECHNOLOGIES CO.,LTD IS STILL IN PROCESS, AND THE COORATION IS STILL EFFECITIVE. GUANGDONG MOBILE COMMUNICATIONS CORPORATION (SEAL)

EXHIBIT 10.24 LEASE AGREEMENT OF YUETAN BUILDING This Agreement is entered into by and between two parties as of August 30, 2002, in Beijing. Lessor (Party A) Name: Beijing Yue Tan Building Real Estate Development Co. Ltd. Registered Country: China Registered Address: 2# Yue Tan Bei Jie, Xi Cheng District, Beijing Tel.: 68083100 Fax: 68083333 Legal Representative: Rong Jiang Lessee (Party B) Name: KongZhong Information Technology (Beijing) Co.,Ltd Registered Country: China Registered Address: 12th floor, No 6, Zhong Guan Cun Nan Da Jie, Hai Dian District, Beijing Tel.: 62016505 Fax: 62012955 Legal Representative: Yunfan Zhou Through friendly negotiation, regarding to the leasing and renting of the real estate, which is located in Room 809, 8th floor, Block A, 2# Yue Tan Bei Jie, Xi Cheng District, Beijing, Party A and Party B reach an Agreement as below. Article 1 The Room 1.1 The total acreage of this room is 900.57 sq.m. 1.2 The ichnography of this room pls. refers to Appendix 1 of this Agreement. Article 2 The Use of the Room

EXHIBIT 10.24 LEASE AGREEMENT OF YUETAN BUILDING This Agreement is entered into by and between two parties as of August 30, 2002, in Beijing. Lessor (Party A) Name: Beijing Yue Tan Building Real Estate Development Co. Ltd. Registered Country: China Registered Address: 2# Yue Tan Bei Jie, Xi Cheng District, Beijing Tel.: 68083100 Fax: 68083333 Legal Representative: Rong Jiang Lessee (Party B) Name: KongZhong Information Technology (Beijing) Co.,Ltd Registered Country: China Registered Address: 12th floor, No 6, Zhong Guan Cun Nan Da Jie, Hai Dian District, Beijing Tel.: 62016505 Fax: 62012955 Legal Representative: Yunfan Zhou Through friendly negotiation, regarding to the leasing and renting of the real estate, which is located in Room 809, 8th floor, Block A, 2# Yue Tan Bei Jie, Xi Cheng District, Beijing, Party A and Party B reach an Agreement as below. Article 1 The Room 1.1 The total acreage of this room is 900.57 sq.m. 1.2 The ichnography of this room pls. refers to Appendix 1 of this Agreement. Article 2 The Use of the Room

2.1 Party B agrees only to utilize this room as office room. Article 3 The Term of the Leasing 3.1 Time Period of the term Both parties agree that the term of this Agreement is 2 year(s), leasing from the date of September 10, 2002. Party A deliver this room to Party from the leasing date as above. 3.2 Free Leasing Period

2.1 Party B agrees only to utilize this room as office room. Article 3 The Term of the Leasing 3.1 Time Period of the term Both parties agree that the term of this Agreement is 2 year(s), leasing from the date of September 10, 2002. Party A deliver this room to Party from the leasing date as above. 3.2 Free Leasing Period After the subscription of this Agreement, the free leasing period is calculating from the date of September 10, 2002. The total free leasing Period is 2 months, viz. from the date of September 10, 2002 to November 9, 2002. During the free leasing period, Party A shall not ask for renting fee, meanwhile Party B shall pay the related fee (refer to the Appendix 2 of this Agreement) according to the provisions of the Party A's authorized agent (Real Estate Management Company) 3.3 Reletting This Agreement is terminated when the term is expired. If Party B desires to relet the room, with the consent of Party A, Party B shall put forward its request 3 months before expiration and renew this Agreement. Article 4 Renting Fee and Payment 4.1 Party B agrees to pay Party A the renting fee 17.8 USD/Month/Sq.M. according to the structure acreage (including the management fee 3.2 USD/Month/Sq.M.), the total amount of each month in words is ONE HUNDRED THIRTY TWO THOUSAND SEVEN HUNDRED TWENTY NINE YUAN AND SIX JIAO RMB (viz. RMB 132729.6 Yuan) 4.2 The renting fee shall be prepaid in USD each month, and Party B shall pay Party A the renting fee 5 working days after every leasing date monthly into the banking account appointed by Party A or attorney authorized by Party A. The first payment shall be paid to Party A before the date of September 10, 2002. If Party B desires to pay the renting fee in RMB, the payment shall be based on the middle price of the exchange ratio between USD and RMB announced by the People's Bank of China. Name of the Company: Beijing Yue Tan Building Real Estate Development Co. Ltd. Bank of Deposit: Xuanwu Subbranch Bank, Beijing Branch Bank, Pudong Development Bank of Shanghai

Account: 6214135001106 Article 5 Down Payment for Agreement Establishment. 5.1 Party B agrees to pay THIRTY THOUSAND RMB in words before the date of subscription, viz. August 30, 2002, as the down payment to the room leasing. The renting fee payment will be offset from the down payment in the first renting fee payment. Article 6 Guaranty Money 6.1 Party B agrees to pay into the banking account appointed by Party A three-month renting fee before the date of September 10, 2002, totally in words THREE HUNDRED NINETY EIGHT THOUSAND ONE HUNDRED EIGHTY EIGHT YUAN AND EIGHT JIAO RMB (viz. RMB 398188.8 Yuan ), which shall be kept by Party A to the end of expiration.(the exchange ratio refers to Article 4 section 2) 6.2 During the time of the leasing period, if Party B violates the provisions and cause damages to Party A, Party

Account: 6214135001106 Article 5 Down Payment for Agreement Establishment. 5.1 Party B agrees to pay THIRTY THOUSAND RMB in words before the date of subscription, viz. August 30, 2002, as the down payment to the room leasing. The renting fee payment will be offset from the down payment in the first renting fee payment. Article 6 Guaranty Money 6.1 Party B agrees to pay into the banking account appointed by Party A three-month renting fee before the date of September 10, 2002, totally in words THREE HUNDRED NINETY EIGHT THOUSAND ONE HUNDRED EIGHTY EIGHT YUAN AND EIGHT JIAO RMB (viz. RMB 398188.8 Yuan ), which shall be kept by Party A to the end of expiration.(the exchange ratio refers to Article 4 section 2) 6.2 During the time of the leasing period, if Party B violates the provisions and cause damages to Party A, Party A (or the authorized agent of Party A) shall have right to deduct parts of or entire down payment in accordance to this Agreement, and shall notice Party B in writing after the deduction date. If the down payment is not sufficient, Party A may notify Party B to make up the margin, and Party B shall remit such amount to the banking account appointed by Party B in 15 days. 6.3 Where this agreement is expired, Party B shall deliver the room to Party A (or the Party A's authorized agent) neat and tidy, and shall return the down payment to Party B in 20 working days after Party B pays up all the expenses, renting fees, and damages; if Party B cannot pay up the expenses, renting fees and damages under the items of this Agreement, Party A is entitled to return the balance of down payment to Party B, after deducting the relevant fees therefrom. Article 7 Real Estate Management and Fees Related 7.1 Pursuant to the provisions of the authorized agent (the real estate management company) and the requirement of other department, Party B shall timely pay the real estate management fees, energy fees, telephone line leasing guaranty money, telephone expenses and other expenses arising from the house leasing during such leasing period. 7.2 The taxes arising from the house leasing shall be born respectively by each party according to the provisions of the related department. The insurance of relevant properties in this room shall be determined by Party B itself.

Article 8 Rights and Obligations of Party B 8.1 Party B shall pay the down payment and renting fees according to this Agreement. 8.2 Party B shall provide its business license (photocopy thereof) and its introduction for Party B. 8.3 If the room is damaged by Party B during utilization, management, and maintenance, Party B shall immediately notice Party A or its authorized agent (real estate management company) and assume the mending expenses and compensation fees. 8.4 Without Party A's written consent, Party B shall not transfer to, relet to, exchange or share with the others the house. 8.5 Without Party A's written consent, Party B shall not make any restructure to the house, shall not move or remove any fix fittings or equipment in the room, and shall not allocate, pile up, or hang any objects, whose weight is out of the bearing limit of the house. The arrangement by Party B shall not damage the structure or the equipment. 8.6 Party B agrees that Party A (or the its authorized agent), with the prior notice (or without any notice in case

Article 8 Rights and Obligations of Party B 8.1 Party B shall pay the down payment and renting fees according to this Agreement. 8.2 Party B shall provide its business license (photocopy thereof) and its introduction for Party B. 8.3 If the room is damaged by Party B during utilization, management, and maintenance, Party B shall immediately notice Party A or its authorized agent (real estate management company) and assume the mending expenses and compensation fees. 8.4 Without Party A's written consent, Party B shall not transfer to, relet to, exchange or share with the others the house. 8.5 Without Party A's written consent, Party B shall not make any restructure to the house, shall not move or remove any fix fittings or equipment in the room, and shall not allocate, pile up, or hang any objects, whose weight is out of the bearing limit of the house. The arrangement by Party B shall not damage the structure or the equipment. 8.6 Party B agrees that Party A (or the its authorized agent), with the prior notice (or without any notice in case of urgency), may enter into the room to inspect or exam conditions of the house or treat with the urgent cases in any reasonable time. If anything shall be repaired by Party B, Party B shall pay the related fees and mend them in accordance with the demand of Party A or its authorized agent, or else Party A has right to repair instead and Party B shall assume the fees related. 8.7 Any delinquency, breach, infringement, which is caused by the employee, visitor, and licensee during the use, management, and maintenance of the house, shall be deemed as the act of Party B itself, and the liability related shall be born by Party B. If the above acts affect the daily work of Party A or causes any damages to Party A, Party B shall compensate all the loss. Article 9 Rights and Obligations of Party A 9.1 Party A agrees that Party B may arrange on the roof of the building no more than eight sets of airconditioner's out-setting machine, which is necessary for Party B to use this house. However, Party B shall pay the real estate management company RMB 6000 Yuan as management fees. If the air-conditioner's out-setting machine is unnecessary to fit, such fees will not be paid. 9.2 If the ceiling, main structure, drainpipe, cable, and any other fix fittings and equipment are damaged not due to Party B, Party A shall be responsible to bear the related mending fees. However, if any damages occurs, Party B shall

immediately notify Party A's authorized agent, and the real estate management company will arrange the repairs. 9.3 Party A has right to appoint its agent and the authorized agent may deliver and take back the house, receive the renting fees, or any other rights entitled by Party A. 9.4 If Party B has not clearly put forward its request to relet or purchase the house, Party A may accompany the personnel, who desire to lease or purchase the house, to enter into the house for visit three months before the expiration of the Agreement. 9.5 Party A shall insure the safety of the house. If Party A's authorized agent (the real estate company) causes any personal harm, property damages, or other situations that are affected the daily work of Party B by the reason of itself, the real estate company shall compensate all losses. 9.6 If Party B does not move its own property, equipment or any other objects out of the house within 10 days after the expiration or termination of this Agreement, which is deemed as the disposal right abandon, Party A or its authorized agent(real estate management company) has right to assign some persons to dispose the said

immediately notify Party A's authorized agent, and the real estate management company will arrange the repairs. 9.3 Party A has right to appoint its agent and the authorized agent may deliver and take back the house, receive the renting fees, or any other rights entitled by Party A. 9.4 If Party B has not clearly put forward its request to relet or purchase the house, Party A may accompany the personnel, who desire to lease or purchase the house, to enter into the house for visit three months before the expiration of the Agreement. 9.5 Party A shall insure the safety of the house. If Party A's authorized agent (the real estate company) causes any personal harm, property damages, or other situations that are affected the daily work of Party B by the reason of itself, the real estate company shall compensate all losses. 9.6 If Party B does not move its own property, equipment or any other objects out of the house within 10 days after the expiration or termination of this Agreement, which is deemed as the disposal right abandon, Party A or its authorized agent(real estate management company) has right to assign some persons to dispose the said property and objects without any compensation to Party B. 9.7 Party A shall, as soon as practicable, deal with any matters which Party shall be responsible for maintaining or repairing after coming to knowledge or receipt of notice by Party B. Article 10 Breach Liabilities 10.1 Both parties shall observe the provisions under this Agreement, any party who violates the provisions shall assume the liabilities. If any damages occurs, the compensation shall be made within 5 days. 10.2 If Party A terminates this Agreement unilaterally from the time of subscription to the leasing date, Party A shall return the double payment as the down payment stipulated in Article 5. If Party B terminates this Agreement unilaterally, the down payment will not be returned. 10.3 If Party A terminates this Agreement unilaterally after the leasing date, Party A shall return the double payment as guaranty money provided in Article 6 Section 1. If Party B terminates this Agreement unilaterally, the guaranty money will not be returned. 10.4 If Party A cannot deliver the house to Party B within 30 days after the leasing date, Party B has right to rescind this Agreement or ask for postponing the leasing date. If Party B choose to cancel this Agreement, Party A shall pay back Party B all the money and interests (calculating upon call rate) within 20 days after receipt of written notice.

10.5 If Party B delay to pay the renting fee or the guaranty money, Party B shall pay Party A 0.5% of such amount per delaying day. If Party B does not pay such amount of the delayed payment fee, or does not make up such margin after 20 days when receive the notice, unless the renting fee or the guaranty money is supplemented, Party A shall have right to cancel this Agreement, which is deemed as the unilateral termination of this Agreement, and the guaranty money will not return. 10.6 If Party B transfer, relet to or exchange with the third party the house, without Party A's consent, the Party B shall pay Party A 3-month renting fees as the breach of contract damages, and the Party A shall have right to rescind this Agreement, unless such income returns to Party A. 10.7 If Party B violates the provisions under this Agreement and does not correct after the written notice is received, Party A shall have right to rescind this Agreement (the date of rescinding the Agreement is the date when the written notice from Party A or its authorized agent serves to Party B), which is deemed as the unilateral termination of this Agreement. Where Party A cancels this Agreement due to Party B's fault, Party A shall pay back Party B's payment deducting the leasing fees, expenses, compensation, and breach of contract damages (calculating as the 3-month renting fee) within 10 days after this Agreement is canceled. If the guaranty money paid by Party B cannot make up the margin receivable by Party A, Party A has its right to recourse from Party B.

10.5 If Party B delay to pay the renting fee or the guaranty money, Party B shall pay Party A 0.5% of such amount per delaying day. If Party B does not pay such amount of the delayed payment fee, or does not make up such margin after 20 days when receive the notice, unless the renting fee or the guaranty money is supplemented, Party A shall have right to cancel this Agreement, which is deemed as the unilateral termination of this Agreement, and the guaranty money will not return. 10.6 If Party B transfer, relet to or exchange with the third party the house, without Party A's consent, the Party B shall pay Party A 3-month renting fees as the breach of contract damages, and the Party A shall have right to rescind this Agreement, unless such income returns to Party A. 10.7 If Party B violates the provisions under this Agreement and does not correct after the written notice is received, Party A shall have right to rescind this Agreement (the date of rescinding the Agreement is the date when the written notice from Party A or its authorized agent serves to Party B), which is deemed as the unilateral termination of this Agreement. Where Party A cancels this Agreement due to Party B's fault, Party A shall pay back Party B's payment deducting the leasing fees, expenses, compensation, and breach of contract damages (calculating as the 3-month renting fee) within 10 days after this Agreement is canceled. If the guaranty money paid by Party B cannot make up the margin receivable by Party A, Party A has its right to recourse from Party B. Article 11 Priorities 11.1 Within three months before the expiration, Party B may request to renew the lease. If Party A plans to relet this house and Party B does not materially breach the contract in the term of this agreement, under the equal condition, Party B shall have the right of priority to subscribe the leasing agreement at least one year. 11.2 If Party A needs to sell this house and Party B does not materially breach the contract Within the leasing period or after the expiration, under the equal condition, Party B shall have the right of priority to purchase. 11.3 If Party A sell the house to the third party within the leasing period, Party A shall be responsible to urge the buyer to reach a written agreement with Party B as to accept this Agreement. If this buyer does not accept this agreement, Party A shall compensate Party B's losses based on the agreement of both parties. Article 12 Force Majeure 12.1 In the event of earthquake, typhoon, rainstorm, conflagration, war, and any other events , which are beyond the party's reasonable control and cannot be prevented or escape from with reasonable care, if any party cannot perform this

Agreement, this party shall notify the other party by telegram or facsimile, and provide the details and the authentication files that can prove the impossibility of performance, partly impossibility of performance and the performance delay within 15 days. These file shall be supplied by authentic agent in the area where force majeure occurs. To the extent of its affect, parties shall determine to cancel, to reduce the parts of the performance liabilities, or to postpone this Agreement. Article 13 Applicable Law 13.1 The establishment, effectiveness, interpretation, performance, dispute settlement of this Agreement shall be governed by current laws of P.R.C. Article 14 Disputes Settlement 14.1 Any disputes arising from the performance of this agreement, both parties shall be settle the disputes through friendly negotiation. If not, any party may file the action to the people's court in the jurisdiction where the real estate located. Article 15 Miscellaneous

Agreement, this party shall notify the other party by telegram or facsimile, and provide the details and the authentication files that can prove the impossibility of performance, partly impossibility of performance and the performance delay within 15 days. These file shall be supplied by authentic agent in the area where force majeure occurs. To the extent of its affect, parties shall determine to cancel, to reduce the parts of the performance liabilities, or to postpone this Agreement. Article 13 Applicable Law 13.1 The establishment, effectiveness, interpretation, performance, dispute settlement of this Agreement shall be governed by current laws of P.R.C. Article 14 Disputes Settlement 14.1 Any disputes arising from the performance of this agreement, both parties shall be settle the disputes through friendly negotiation. If not, any party may file the action to the people's court in the jurisdiction where the real estate located. Article 15 Miscellaneous 15.1 The notice under this agreement shall be sent in writings except for some provisions stipulated otherwise. The notice can be served by fax, post, deliver face to face to the address set forth in this Agreement above (the post to Party B as well may be sent to this address). If the service is made by facsimile, the time when the fax sends out shall be the service date; if the service is made by face-to-face delivery, the time of receipt shall be the service date; if the service is made by post (including the express delivery), the 15th day after the post delivers shall be the service date. 15.2 Chinese shall be prevailing language in this agreement, any other language shall only be deemed to be the reference. 15.3 This Agreement is effective on the date of subscription. 15.4 There are 4 original copies of this Agreement, each party hold one copy, and the other two copies shall be files to the related administrative department for records.

PARTY A: BEIJING YUE TAN BUILDING REAL ESTATE DEVELOPMENT CO. LTD.
LEGAL REPRESENTATIVE (SIGNATURE): /s/ Rong Jiang --------------------CORPORATION SEAL: DATE:

PARTY B:
LEGAL REPRESENTATIVE (SIGNATURE): /s/ Yunfan Zhou ---------------------CORPORATION SEAL: DATE:

EXHIBIT 10.25

PARTY A: BEIJING YUE TAN BUILDING REAL ESTATE DEVELOPMENT CO. LTD.
LEGAL REPRESENTATIVE (SIGNATURE): /s/ Rong Jiang --------------------CORPORATION SEAL: DATE:

PARTY B:
LEGAL REPRESENTATIVE (SIGNATURE): /s/ Yunfan Zhou ---------------------CORPORATION SEAL: DATE:

EXHIBIT 10.25 No.: TD0131 Lease Agreement LESSOR: BEIJING GAOLING ESTATE DEVELOPMENT CO., LTD LESSEE: KONGZHONG INFORMATION TECHNOLOGIES (BEIJING) CO., LTD The Tengda Building to be rented by the lessee is owned by the lessor. Through friendly negotiation and according to < The Contract Law of The People's Republic of China> and related regulations, the two parties reach the agreement as below to define the rights and obligations of the lessor and lessee. Article 1 Renting Fee, Real Estate Management Fee and Guaranty Money 1.1 The lessor agrees to lease to the lessee the rooms on 35th Floor of Tengda Building admitted by the parties (for short "the house" as follows) with the total acreage of 1,504 sq.m to be utilized as office room.( The ichnography of this room pls. refers to Appendix 1 of this Agreement for details , the ichnography is simply supplied to confirm the location.) 1.2 The term of the lease is 2 years, leasing from the date of May 28, 2004 to May 27, 2006. 1.3 The renting fee is USD 14.9 dollars/Month/Sq.M. (RMB 4.12 YUAN/Day/Sq.M) while the Management Fee is USD 3.6 dollars /Month/Sq.M. (RMB 1 Yuan/Day/Sq. M). So the total amount (including the management fee) of each month is USD 27,824.00 dollars (RMB 230,939.20 Yuan). Every month is calculated as 30 days in this agreement. The renting fee and management fee shall be prepaid every month, which means the lessee shall pay the renting fee and management fee of next month on the 18th day of every previous month. The payment shall be made in RMB and effected by the time of the receipt by the lessor. 1.4 When the term of the agreement is more than 2 years, the lessor reserves the right to adjust the renting fee and management fee after two years.

1.5 The lessee shall give three months' renting fee and management fee to the lessor , which amount to USD

EXHIBIT 10.25 No.: TD0131 Lease Agreement LESSOR: BEIJING GAOLING ESTATE DEVELOPMENT CO., LTD LESSEE: KONGZHONG INFORMATION TECHNOLOGIES (BEIJING) CO., LTD The Tengda Building to be rented by the lessee is owned by the lessor. Through friendly negotiation and according to < The Contract Law of The People's Republic of China> and related regulations, the two parties reach the agreement as below to define the rights and obligations of the lessor and lessee. Article 1 Renting Fee, Real Estate Management Fee and Guaranty Money 1.1 The lessor agrees to lease to the lessee the rooms on 35th Floor of Tengda Building admitted by the parties (for short "the house" as follows) with the total acreage of 1,504 sq.m to be utilized as office room.( The ichnography of this room pls. refers to Appendix 1 of this Agreement for details , the ichnography is simply supplied to confirm the location.) 1.2 The term of the lease is 2 years, leasing from the date of May 28, 2004 to May 27, 2006. 1.3 The renting fee is USD 14.9 dollars/Month/Sq.M. (RMB 4.12 YUAN/Day/Sq.M) while the Management Fee is USD 3.6 dollars /Month/Sq.M. (RMB 1 Yuan/Day/Sq. M). So the total amount (including the management fee) of each month is USD 27,824.00 dollars (RMB 230,939.20 Yuan). Every month is calculated as 30 days in this agreement. The renting fee and management fee shall be prepaid every month, which means the lessee shall pay the renting fee and management fee of next month on the 18th day of every previous month. The payment shall be made in RMB and effected by the time of the receipt by the lessor. 1.4 When the term of the agreement is more than 2 years, the lessor reserves the right to adjust the renting fee and management fee after two years.

1.5 The lessee shall give three months' renting fee and management fee to the lessor , which amount to USD 83,472.00 dollars (RMB 692,817.60 Yuan, totally in words SIX HUNDRED AND NINETY TWO THOUSAND AND EIGHT HUNDRED AND SEVENTEEN YUAN AND SIXTY CENTS, to serve as guaranty for duly performance of the agreement .(hereafter as "guaranty money"). 1.6 The lessee can rescind the agreement by written notice if the lessor, without any fault or negligence, cannot deliver the house to lessee after two months since the leasing date. Under such circumstances, the lessor shall return the renting fee and management fee having received back to the lessee.(the interests not included ) 1.7 During the period of the lease, if the lessee violates the provisions and conditions of the agreement(including defaulting renting fee, management fee ,damages and defective performance of the agreement ) and cause damages to the lessor , the lessor shall have right to deduct part of or entire guaranty money to compensate the loss the lessor has suffered and the expense the lessee shall have paid. If the guaranty money is less than the amount required in Clause 5 above, the lessee shall make it up within three days since receiving the written notice of the lessor, Otherwise, the lessor has right to take such measures as shutting off power and telephone, even releasing the agreement and claiming for the losses it has suffered for the insufficient guaranty money. 1.8 On condition that lessee fully performs provisions of agreement , the lessor shall return the entire guaranty money to the lessee in 30 days since the house is returned and the related fees are all paid up. 1.9 Without the consent of the lessor, the lessee cannot assign the right of claim for the return of the guaranty money to a third party or serve it as guaranty

1.5 The lessee shall give three months' renting fee and management fee to the lessor , which amount to USD 83,472.00 dollars (RMB 692,817.60 Yuan, totally in words SIX HUNDRED AND NINETY TWO THOUSAND AND EIGHT HUNDRED AND SEVENTEEN YUAN AND SIXTY CENTS, to serve as guaranty for duly performance of the agreement .(hereafter as "guaranty money"). 1.6 The lessee can rescind the agreement by written notice if the lessor, without any fault or negligence, cannot deliver the house to lessee after two months since the leasing date. Under such circumstances, the lessor shall return the renting fee and management fee having received back to the lessee.(the interests not included ) 1.7 During the period of the lease, if the lessee violates the provisions and conditions of the agreement(including defaulting renting fee, management fee ,damages and defective performance of the agreement ) and cause damages to the lessor , the lessor shall have right to deduct part of or entire guaranty money to compensate the loss the lessor has suffered and the expense the lessee shall have paid. If the guaranty money is less than the amount required in Clause 5 above, the lessee shall make it up within three days since receiving the written notice of the lessor, Otherwise, the lessor has right to take such measures as shutting off power and telephone, even releasing the agreement and claiming for the losses it has suffered for the insufficient guaranty money. 1.8 On condition that lessee fully performs provisions of agreement , the lessor shall return the entire guaranty money to the lessee in 30 days since the house is returned and the related fees are all paid up. 1.9 Without the consent of the lessor, the lessee cannot assign the right of claim for the return of the guaranty money to a third party or serve it as guaranty Article 2 The Release of the Agreement by the Lessee in the Term of validity of the Agreement The lessee could release the agreement during the term of validity of the agreement with written notice to the lessor, on the condition that the lessee has paid up all the guaranty money to the lessor.

Article 3 The Equipments and Reconstruction of the Rented House 3.1 The lessor shall furnish the house with the following equipments: 1. Central air-conditioner and ceiling (including intake, automatic smoke sensor, gushing machine, daylight lamp) 2. 220v electrical source, communication circuitry, faucet for antenna of secondary planet TV. 3.2 Before making any fitments and reconstruction of the house, the lessee shall produce the blueprint and scheme for the lessor, as well as the introduction of the construction enterprises and its personnel. The construction enterprise is obligated to pay management fee RMB 30000.00 Yuan (as words: RMB thirty thousand Yuan) to the lessor. Only after the payment of guaranty money for construction and management fee could the construction enterprise get the written consent from the lessor to make the construction. The construction will be inspected and accepted by the lessor to confirm that it is carried out according to the blueprint and budget approved by the lessor without any ruin on the establishment and equipments of the building. The guaranty money will not return to the construction enterprise until the check and acceptance of the lessor. The cost of the construction and taxes on the additional fitments and equipments by the lessee shall be borne by the lessee, without reference to the name on the bill or its nominal name. 3.3 In case that the lessee rents the beeline telephone number (open an account in the name of the lessor in the telecom company) from the lessor who will pay the telephone fee instead of the lessee, the lessee should pay RMB 5,000Yuan/each line (as words: RMB five thousand Yuan each line)as guaranty money of the telephone fee and RMB 300 Yuan /Year/Line(as words :RMB three hundred Yuan every year for each line) as circuitry maintenance fee . The lessee has right to choose the number of the telephone after the payment of the above fees. The lessor shall take charge of the affairs of the installations. The telephone fee should be paid by the lessee within in 7 days after receipt of the written notice from the lessor. The guaranty money will be returned back to the lessee without any interests after expiration. In case that the lessee brings the beeline telephone number itself or open an account in the name of the itself in the

Article 3 The Equipments and Reconstruction of the Rented House 3.1 The lessor shall furnish the house with the following equipments: 1. Central air-conditioner and ceiling (including intake, automatic smoke sensor, gushing machine, daylight lamp) 2. 220v electrical source, communication circuitry, faucet for antenna of secondary planet TV. 3.2 Before making any fitments and reconstruction of the house, the lessee shall produce the blueprint and scheme for the lessor, as well as the introduction of the construction enterprises and its personnel. The construction enterprise is obligated to pay management fee RMB 30000.00 Yuan (as words: RMB thirty thousand Yuan) to the lessor. Only after the payment of guaranty money for construction and management fee could the construction enterprise get the written consent from the lessor to make the construction. The construction will be inspected and accepted by the lessor to confirm that it is carried out according to the blueprint and budget approved by the lessor without any ruin on the establishment and equipments of the building. The guaranty money will not return to the construction enterprise until the check and acceptance of the lessor. The cost of the construction and taxes on the additional fitments and equipments by the lessee shall be borne by the lessee, without reference to the name on the bill or its nominal name. 3.3 In case that the lessee rents the beeline telephone number (open an account in the name of the lessor in the telecom company) from the lessor who will pay the telephone fee instead of the lessee, the lessee should pay RMB 5,000Yuan/each line (as words: RMB five thousand Yuan each line)as guaranty money of the telephone fee and RMB 300 Yuan /Year/Line(as words :RMB three hundred Yuan every year for each line) as circuitry maintenance fee . The lessee has right to choose the number of the telephone after the payment of the above fees. The lessor shall take charge of the affairs of the installations. The telephone fee should be paid by the lessee within in 7 days after receipt of the written notice from the lessor. The guaranty money will be returned back to the lessee without any interests after expiration. In case that the lessee brings the beeline telephone number itself or open an account in the name of the itself in the

telecom company, it shall pay the lessor RMB 200Yuan/each line (as words: RMB two hundred Yuan each line) at one time as circuitry occupation fee , RMB 5 Yuan/each line (as words: RMB five Yuan each line) as transfer fee and RMB 100Yuan/each line (as words: RMB one hundred Yuan each line) as circuitry maintenance fee. The lessor shall produce assistance for the installation. Article 4 the Renewal of the Lease After the expiry of the lease, the lessee has the right of priority to extend the term of the agreement in the same circumstances. The lessee shall notify the lessor in written notice three months before the expiry of the agreement, although the terms and conditions for the renewal shall be negotiated by the partied (the range for the adjustments of the price shall be made according to the rise or drop of Beijing real estate index and the general leasing price of the whole building). If the lessee does not make the above notification in that period, it will be regarded that it will not lease the house any more and shall move out of the house before the termination date of the agreement. Article 5 the Return of the House 5.1 After the expiry of the agreement, the lessee shall return the house according to the time notified by the lessor. If the house cannot be returned on time for the reason of the lessee and there exists a new lessee, the lessor has right to request the lessee to leave the house in 3 days and deduct part of or entire guaranty money of the lessee. In case the guaranty money is not sufficient for the compensation of the losses, which the lessor has suffered, the lessor is entitled to claiming for the insufficient part. If the house has not been rented to other lessees, the lessor will deem that the lessee will renew the house. In this case, the renewal procedure shall be made by the lessee; otherwise the lessor will have right to request the lessee to leave the house and deduct part of or entire guaranty money. 5.2 When the lessee returns the house after expiration, the rented house shall be in good state. (natural abrasion excepted);The lessor has right to deduct the guaranty money to compensate the corresponding losses when it

telecom company, it shall pay the lessor RMB 200Yuan/each line (as words: RMB two hundred Yuan each line) at one time as circuitry occupation fee , RMB 5 Yuan/each line (as words: RMB five Yuan each line) as transfer fee and RMB 100Yuan/each line (as words: RMB one hundred Yuan each line) as circuitry maintenance fee. The lessor shall produce assistance for the installation. Article 4 the Renewal of the Lease After the expiry of the lease, the lessee has the right of priority to extend the term of the agreement in the same circumstances. The lessee shall notify the lessor in written notice three months before the expiry of the agreement, although the terms and conditions for the renewal shall be negotiated by the partied (the range for the adjustments of the price shall be made according to the rise or drop of Beijing real estate index and the general leasing price of the whole building). If the lessee does not make the above notification in that period, it will be regarded that it will not lease the house any more and shall move out of the house before the termination date of the agreement. Article 5 the Return of the House 5.1 After the expiry of the agreement, the lessee shall return the house according to the time notified by the lessor. If the house cannot be returned on time for the reason of the lessee and there exists a new lessee, the lessor has right to request the lessee to leave the house in 3 days and deduct part of or entire guaranty money of the lessee. In case the guaranty money is not sufficient for the compensation of the losses, which the lessor has suffered, the lessor is entitled to claiming for the insufficient part. If the house has not been rented to other lessees, the lessor will deem that the lessee will renew the house. In this case, the renewal procedure shall be made by the lessee; otherwise the lessor will have right to request the lessee to leave the house and deduct part of or entire guaranty money. 5.2 When the lessee returns the house after expiration, the rented house shall be in good state. (natural abrasion excepted);The lessor has right to deduct the guaranty money to compensate the corresponding losses when it finds that the house and equipments is tainted for the reason of the lessee. The lessee is

obligated to make up the margin in case that the guaranty money is insufficient for the losses. 5.3 As to accession made by the lessee to the house(shall be approved by the lessor), the lessor is not certainly to request the lessee to restore it to the original conditions. The lessor shall not pay the expenses back for the accession even if the lessee does not make the restoration. Article 6 the Obligations of the Lessee The lessee agrees to abide by the following provisions: 6.1 The lessee shall abide by all the rules and regulations stipulated by the lessor and its authorized agent. 6.2 The lessee cannot take and allow others intentionally take any activities that will make the insurance of the house and the building invalid or possibly invalid, or will increase the insurance premium. Within the term prescribed by the lessor, the lessee shall make payment of the corresponding increase for the premium and other related expenses for the violation of the stipulations of this clause which induce the repurchase of the insurance by the lessor. 6.3 The lessee shall not take the following activities 1. To utilize the house for illegal activities. 2. To assign the rights of lessee under the agreement to others or use the rights as guaranty. 3. To lease part of or the entire house to others or let others use the house. 4. To use the house with a third party (not including affiliated enterprises of the lessee which means the parent

obligated to make up the margin in case that the guaranty money is insufficient for the losses. 5.3 As to accession made by the lessee to the house(shall be approved by the lessor), the lessor is not certainly to request the lessee to restore it to the original conditions. The lessor shall not pay the expenses back for the accession even if the lessee does not make the restoration. Article 6 the Obligations of the Lessee The lessee agrees to abide by the following provisions: 6.1 The lessee shall abide by all the rules and regulations stipulated by the lessor and its authorized agent. 6.2 The lessee cannot take and allow others intentionally take any activities that will make the insurance of the house and the building invalid or possibly invalid, or will increase the insurance premium. Within the term prescribed by the lessor, the lessee shall make payment of the corresponding increase for the premium and other related expenses for the violation of the stipulations of this clause which induce the repurchase of the insurance by the lessor. 6.3 The lessee shall not take the following activities 1. To utilize the house for illegal activities. 2. To assign the rights of lessee under the agreement to others or use the rights as guaranty. 3. To lease part of or the entire house to others or let others use the house. 4. To use the house with a third party (not including affiliated enterprises of the lessee which means the parent company, subsidiary, branch company of the lessee or the company which shares the common investment party and legal representative with the lessee) or make the disclosure in others' names. 5. To transfer the ownerships of the ornaments, equipments and articles in the house to the third party or use them as security. 6.4 The lessor shall take charge of the safety during the term of the lease while the loss and damages of the articles in the house shall be borne by the lessee. In

case of fire, the lessee shall make compensation according to its corresponding liabilities under the specific circumstances. Article 7 the Obligations of the Lessor The lessor agrees to abide by the following provisions: 7.1 The lessor shall guaranteed the public establishments (including illumination, air-conditioner, automatic smoke sensor, shower, WC and elevator, etc.) are in good conditions. The repairs shall be made immediately after receiving the written notice of the lessee in case of any trouble. 7.2 Twenty-four hours' security measures shall be strictly implemented. 7.3 The lessor shall bear the corresponding losses, which the lessee has suffered, if the house cannot be ordinarily used for the reason of quality. (the cases stipulated in Article 9 of this agreement and the losses incurred by the quality for the reason of reconstruction by the lessee is not included) Article 8 Damages and Breaching Liabilities 8.1 If the lessor suffers losses for the reason of the lessee or because of the intentional or negligent act of the

case of fire, the lessee shall make compensation according to its corresponding liabilities under the specific circumstances. Article 7 the Obligations of the Lessor The lessor agrees to abide by the following provisions: 7.1 The lessor shall guaranteed the public establishments (including illumination, air-conditioner, automatic smoke sensor, shower, WC and elevator, etc.) are in good conditions. The repairs shall be made immediately after receiving the written notice of the lessee in case of any trouble. 7.2 Twenty-four hours' security measures shall be strictly implemented. 7.3 The lessor shall bear the corresponding losses, which the lessee has suffered, if the house cannot be ordinarily used for the reason of quality. (the cases stipulated in Article 9 of this agreement and the losses incurred by the quality for the reason of reconstruction by the lessee is not included) Article 8 Damages and Breaching Liabilities 8.1 If the lessor suffers losses for the reason of the lessee or because of the intentional or negligent act of the lessee's agent or employee during performance of the obligations, the lessee must compensate the corresponding losses. On the other side, if the lessee suffers losses for the reason of the lessee or because of the intentional or negligent act of the lessor's agent or employee during performance of the obligations, the lessee must compensate the corresponding losses. 8.2 If the lessee breaches the agreement and stipulations in the appendixes and supplementary agreement and cannot make the rectification within 7 days since the lessor issues the written notice, the agreement is automatically terminated within 14 days since the written notice is issued. The lessee shall leave the house within 5 days since the issues of the written notice after the agreement is automatically terminated; at the same time, the lessor is entitled to claim for damages with the amount of three months' renting fees and management fees; the lessee also agrees to bear losses and expenses incurred. The lessor shall deduct the guaranty money for the compensation if the amount of the guaranty money the lessee has paid is the same as the damages. Otherwise, the lessee is obligated to make up the margin. The measures prescribed here are not the

solitary measures. The lessor is entitled to take other measures in case of the breach. Article 9 Exemption from Liabilities The lessor is exempted from liabilities in the following cases: 1. The temporary ceasing for the utilization of the public establishments for the necessary maintenance of the building or not for the reason of the lessor. 2. The loss the lessee suffers is incurred in the event of the earthquake, typhoon and other events which belong to Force Majeure. 3. The lessee suffers the losses for the reason of other lessees or the third parties (but the lessor is responsible to assist the lessee for the reimbursement from the infringers). Article 10 Abandonment of the Rights The abandonment for any right stipulated by the agreement shall be based on the written signature of the lessor. The facts that the renting fee or other items the lessee paid is insufficient to the amounts stipulated by the agreement, or with the consent of the lessor, do not have any influence on the right of the lessor to claim for the arrearage and the rights to take other measures according to the agreement or laws and regulations.

solitary measures. The lessor is entitled to take other measures in case of the breach. Article 9 Exemption from Liabilities The lessor is exempted from liabilities in the following cases: 1. The temporary ceasing for the utilization of the public establishments for the necessary maintenance of the building or not for the reason of the lessor. 2. The loss the lessee suffers is incurred in the event of the earthquake, typhoon and other events which belong to Force Majeure. 3. The lessee suffers the losses for the reason of other lessees or the third parties (but the lessor is responsible to assist the lessee for the reimbursement from the infringers). Article 10 Abandonment of the Rights The abandonment for any right stipulated by the agreement shall be based on the written signature of the lessor. The facts that the renting fee or other items the lessee paid is insufficient to the amounts stipulated by the agreement, or with the consent of the lessor, do not have any influence on the right of the lessor to claim for the arrearage and the rights to take other measures according to the agreement or laws and regulations. Article 11 the Service of the Notice All the notices required by the agreement shall be issued in written form. The invoices, bill of documents and other notices issued by the lessor to the lessee shall be marked with the lessee as addressee. The written notice is regarded as having served if it is delivered to the leased house, sent by the registered mail or delivered to the address of the lessee in Beijing. The notice issued by the lessee to the lessor will be regarded as having served if it is delivered to the following address and accepted with signature: Beijing Gaoling Real Estate Development Co.Ltd, No.168, Xi Zhi Men Wai Avenue, Hai Dian District, Beijing, China

Article 12 Disputes The agreement shall be governed and explained by the law of PRC. Any party may file the action to the people's court in the jurisdiction if the lessor and lessee cannot settle the disputes which arise from the agreement with negotiation. Article 13 Business License and Language The lessee shall produce business license and the authorization letter for the authorized representative to sign the agreement on behalf of the lessee. The copy of the duplicate of the business license and the original authorization letter will be enclosed of the agreement. As an important part of the agreement, the appendix will be effective at the same time and have the same legal effect with the agreement. The agreement and its appendix shall be written in Chinese or English with the same legal effect. The agreement has two original copies while the lessor and lessee will hold one of them. Article 14 Supplementary Agreement The parties of the agreement can conclude supplementary agreement through negotiation on other related matters. The supplementary agreement with the same legal effect of the agreement will be annexed to the agreement as an important part of the agreement. The agreement is effective on the date of the subscription as well as the guaranty The agreement is effective on the date of the subscription as well as the guaranty is fully paid.

Article 12 Disputes The agreement shall be governed and explained by the law of PRC. Any party may file the action to the people's court in the jurisdiction if the lessor and lessee cannot settle the disputes which arise from the agreement with negotiation. Article 13 Business License and Language The lessee shall produce business license and the authorization letter for the authorized representative to sign the agreement on behalf of the lessee. The copy of the duplicate of the business license and the original authorization letter will be enclosed of the agreement. As an important part of the agreement, the appendix will be effective at the same time and have the same legal effect with the agreement. The agreement and its appendix shall be written in Chinese or English with the same legal effect. The agreement has two original copies while the lessor and lessee will hold one of them. Article 14 Supplementary Agreement The parties of the agreement can conclude supplementary agreement through negotiation on other related matters. The supplementary agreement with the same legal effect of the agreement will be annexed to the agreement as an important part of the agreement. The agreement is effective on the date of the subscription as well as the guaranty The agreement is effective on the date of the subscription as well as the guaranty is fully paid. Appendix One: Ichnography of the Leased House Appendix Two: <Clients Handbook> Appendix Three: Supplementary Agreement LESSOR: BEIJING GAOLING ESTATE DEVELOPMENT CO., LTD ADDRESS: NO. 168, XI ZHI MEN WAI AVENUE, HAI DIAN DISTRICT, BEIJING, CHINA POST CODE: 100044

LEGAL REPRESENTATIVE OR AUTHORIZED REPRESENTATIVE (SIGNATURE): /s/ Chuanhui Xu TEL: 8838-3388 ACCOUNTING BANK: DATE: May 27, 2004

LESSEE: KONGZHONG INFORMATION TECHNOLOGIES (BEIJING) CO., LTD ADDRESS: POST CODE:
LEGAL REPRESENTATIVE OR AUTHORIZED REPRESENTATIVE (SIGNATURE): /s/ Guijun Wang TEL: ACCOUNTING BANK: DATE: May 27, 2004

LEGAL REPRESENTATIVE OR AUTHORIZED REPRESENTATIVE (SIGNATURE): /s/ Chuanhui Xu TEL: 8838-3388 ACCOUNTING BANK: DATE: May 27, 2004

LESSEE: KONGZHONG INFORMATION TECHNOLOGIES (BEIJING) CO., LTD ADDRESS: POST CODE:
LEGAL REPRESENTATIVE OR AUTHORIZED REPRESENTATIVE (SIGNATURE): /s/ Guijun Wang TEL: ACCOUNTING BANK: DATE: May 27, 2004

THE SUPPLEMENTARY AGREEMENT TO LEASE AGREEMENT. NUM. TD 0131 LESSOR: BEIJING GAOLING ESTATE DEVELOPMENT CO., LTD LESSEE: KONGZHONG INFORMATION TECHNOLOGIES (BEIJING) CO., LTD The lessor and lessee reach the following supplementary agreement as to <Lease Agreement>. Num. TD 0131 (hereafter simplified as <the Agreement>): 1. Free Leasing Period: 3 months and a half altogether, in the following period. (1) May 28, 2004 to July 27.2004 (2) May 28.2005 to June 27. 2005 (3) May 13.2006 to May 27.2006 During the free leasing period, the lessee shall only pay 1.00 Yuan/day/Sq.M. as the management fee and other related fees. If <the Agreement >is terminated before the expiration, the free period after the termination date will not come into effect any more and the lessor shall not make compensation to the lessee. The lessee shall make up for all the renting fee according to the stipulations of <the Agreement> if the renting term is less than one year. 2. A piece of addition is made to the Article 1.1: The renting fee and management fee should be calculated in USD and received in RMB, the exchange rate between the USD and RMB is fixed at 1:8.3. 3. The lessor agrees to add roof-inhaled air-condition while the specific construction method shall be approved in advance by the lessor. The expenses of the reconstruction for the air-condition shall be borne by the lessee. When the lessee remove the ceiling and air-condition at the time of the termination of <the Agreement> and returns the rented house, the lessee shall restore the ceiling and air-condition system back to the original state while the expenses shall be borne by the lessee. 4. The lessee shall produce blueprint in advance to the lessor and get the consent from the lessor and the fire control department for carrying out the construction if the lessee plans to make secondary fitments and reconstructions to the rented house. The lessee should not tie up the fire control channels and alter the fire control subarea of the rented house. The modification for the liquid, ventilation and fire control system shall be carried out

THE SUPPLEMENTARY AGREEMENT TO LEASE AGREEMENT. NUM. TD 0131 LESSOR: BEIJING GAOLING ESTATE DEVELOPMENT CO., LTD LESSEE: KONGZHONG INFORMATION TECHNOLOGIES (BEIJING) CO., LTD The lessor and lessee reach the following supplementary agreement as to <Lease Agreement>. Num. TD 0131 (hereafter simplified as <the Agreement>): 1. Free Leasing Period: 3 months and a half altogether, in the following period. (1) May 28, 2004 to July 27.2004 (2) May 28.2005 to June 27. 2005 (3) May 13.2006 to May 27.2006 During the free leasing period, the lessee shall only pay 1.00 Yuan/day/Sq.M. as the management fee and other related fees. If <the Agreement >is terminated before the expiration, the free period after the termination date will not come into effect any more and the lessor shall not make compensation to the lessee. The lessee shall make up for all the renting fee according to the stipulations of <the Agreement> if the renting term is less than one year. 2. A piece of addition is made to the Article 1.1: The renting fee and management fee should be calculated in USD and received in RMB, the exchange rate between the USD and RMB is fixed at 1:8.3. 3. The lessor agrees to add roof-inhaled air-condition while the specific construction method shall be approved in advance by the lessor. The expenses of the reconstruction for the air-condition shall be borne by the lessee. When the lessee remove the ceiling and air-condition at the time of the termination of <the Agreement> and returns the rented house, the lessee shall restore the ceiling and air-condition system back to the original state while the expenses shall be borne by the lessee. 4. The lessee shall produce blueprint in advance to the lessor and get the consent from the lessor and the fire control department for carrying out the construction if the lessee plans to make secondary fitments and reconstructions to the rented house. The lessee should not tie up the fire control channels and alter the fire control subarea of the rented house. The modification for the liquid, ventilation and fire control system shall be carried out by the construction company appointed by the lessor. The fitments and modification to the common area of the building shall be restored to the original state at the time of leave. And the lessee shall bear the expenses. 5. The lessor shall increase the electric power. The modification for electric power in the rented area shall be organized and performed by the lessor. The lessee shall bear the related expenses which will be paid by the lessor before the modification is carried out. 6. The lessee shall fully paid up the item "for three months' fee as guaranty money and one month's fee as payment" within in 3 working days since the conclusion of the agreement , totally as RMB 923,756.80 Yuan (as words:

RMB NINE HUNDRED AND TWENTY THREE THOUSAND SEVEN HUNDRED AND FIFTY SIX YUAN AND EIGHTY CENTS) 7. The supplementary agreement is the supplements and alteration for < the Agreement > and has the same legal effect with < the Agreement >. This agreement will prevail as to any conflict between the supplementary agreement and < the Agreement >. Others will be executed by < the Agreement >. 8. The agreement has two original copies while the lessor and lessee will hold one of them. The agreement is effective on the date of the subscription.

RMB NINE HUNDRED AND TWENTY THREE THOUSAND SEVEN HUNDRED AND FIFTY SIX YUAN AND EIGHTY CENTS) 7. The supplementary agreement is the supplements and alteration for < the Agreement > and has the same legal effect with < the Agreement >. This agreement will prevail as to any conflict between the supplementary agreement and < the Agreement >. Others will be executed by < the Agreement >. 8. The agreement has two original copies while the lessor and lessee will hold one of them. The agreement is effective on the date of the subscription. LESSOR: BEIJING GAOLING ESTATE DEVELOPMENT CO., LTD
LEGAL REPRESENTATIVE OR AUTHORIZED REPRESENTATIVE (SIGNATURE): /s/ Chuanhui Xu DATE: May 27, 2004

LESSEE: KONGZHONG INFORMATION TECHNOLOGIES (BEIJING) CO., LTD
LEGAL REPRESENTATIVE OR AUTHORIZED REPRESENTATIVE (SIGNATURE): /s/ Guijun Wang DATE: May 27, 2004

EXHIBIT 10.26 No.: TD0130 Lease Agreement LESSOR: BEIJING GAOLING ESTATE DEVELOPMENT CO., LTD LESSEE: BEIJING AIRINBOX INFORMATION TECHNOLOGIES CO., LTD The Tengda Building to be rented by the lessee is owned by the lessor. Through friendly negotiation and according to <Contract Law of the People's Republic of China> and related regulations, the two parties reach the agreement as below to define the rights and obligations of the lessor and lessee. Article 1 Renting Fee, Real Estate Management Fee and Guaranty Money 1.1 The lessor agrees to lease to the lessee the rooms on 32nd Floor and 33rd Floor of Tengda Building admitted by the parties (for short "the house" as follows) with the total acreage of 4, 600 square meters to be utilized as office room. (The ichnography of this room please refer to Appendix 1 of this Agreement for details, the ichnography is simply supplied to confirm the location.) 1.2 The term of the lease is 2 years, leasing from the date of May 28, 2004 to May 27, 2006. 1.3 The renting fee is USD 14.9 dollars/Month/Sq. M. (RMB 4.12 YUAN/Day/Sq.M) while the Management Fee is USD 3.6 dollars/Month/Sq. M. (RMB 1 Yuan/Day/Sq. M). So the total amount (including the management fee) of each month is USD 57,276.00 dollars (RMB 475,390.80). Every month is calculated as 30 days in this agreement. The renting fee and management fee shall be prepaid every month, which means the lessee shall pay the renting fee and management fee of next month on the 18th day of every previous month.

EXHIBIT 10.26 No.: TD0130 Lease Agreement LESSOR: BEIJING GAOLING ESTATE DEVELOPMENT CO., LTD LESSEE: BEIJING AIRINBOX INFORMATION TECHNOLOGIES CO., LTD The Tengda Building to be rented by the lessee is owned by the lessor. Through friendly negotiation and according to <Contract Law of the People's Republic of China> and related regulations, the two parties reach the agreement as below to define the rights and obligations of the lessor and lessee. Article 1 Renting Fee, Real Estate Management Fee and Guaranty Money 1.1 The lessor agrees to lease to the lessee the rooms on 32nd Floor and 33rd Floor of Tengda Building admitted by the parties (for short "the house" as follows) with the total acreage of 4, 600 square meters to be utilized as office room. (The ichnography of this room please refer to Appendix 1 of this Agreement for details, the ichnography is simply supplied to confirm the location.) 1.2 The term of the lease is 2 years, leasing from the date of May 28, 2004 to May 27, 2006. 1.3 The renting fee is USD 14.9 dollars/Month/Sq. M. (RMB 4.12 YUAN/Day/Sq.M) while the Management Fee is USD 3.6 dollars/Month/Sq. M. (RMB 1 Yuan/Day/Sq. M). So the total amount (including the management fee) of each month is USD 57,276.00 dollars (RMB 475,390.80). Every month is calculated as 30 days in this agreement. The renting fee and management fee shall be prepaid every month, which means the lessee shall pay the renting fee and management fee of next month on the 18th day of every previous month.

The payment shall be made in RMB and effected by the time of the receipt by the lessor. 1.4 When the term of the agreement is more than 2 years, the lessor reserves the right to adjust the renting fee and management fee after two years. 1.5 The lessee shall give three months' renting fee and management fee to the lessor , which amount to USD 171,828.00 dollars(RMB 1,426,172.40 Yuan, totally in words ONE MILLION FOUR HUNDRED AND TWENTY SIX THOUSAND AND ONE HUNDRED SEVENTY TWO YUAN AND FORTY CENTS, to serve as guaranty for duly performance of the agreement .(hereafter as "guaranty money"). 1.6 The lessee can rescind the agreement by written notice if the lessor, without any fault or negligence, cannot deliver the house to lessee after two months since the leasing date. Under such circumstances, the lessor shall return the renting fee and management fee having received back to the lessee. (the interests not included) 1.7 During the period of the lease, if the lessee violates the provisions and conditions of the agreement (including defaulting renting fee, management fee, damages and defective performance of the agreement ) and cause damages to the lessor , the lessor shall have right to deduct part of or entire guaranty money to compensate the loss, which the lessor has suffered, and the expense, which the lessee shall have paid. If the guaranty money is less than the amount required in Clause 5 above, the lessee shall make it up within three days since receiving the written notice of the lessor, Otherwise, the lessor has right to take such measures as shutting off power and telephone, even releasing the agreement and claiming for the losses it has suffered for the insufficient guaranty money. 1.8 On condition that lessee fully performs provisions of the agreement, the lessor shall return the entire guaranty money to the lessee in 30 days since the house is returned and the related fees are all paid up.

The payment shall be made in RMB and effected by the time of the receipt by the lessor. 1.4 When the term of the agreement is more than 2 years, the lessor reserves the right to adjust the renting fee and management fee after two years. 1.5 The lessee shall give three months' renting fee and management fee to the lessor , which amount to USD 171,828.00 dollars(RMB 1,426,172.40 Yuan, totally in words ONE MILLION FOUR HUNDRED AND TWENTY SIX THOUSAND AND ONE HUNDRED SEVENTY TWO YUAN AND FORTY CENTS, to serve as guaranty for duly performance of the agreement .(hereafter as "guaranty money"). 1.6 The lessee can rescind the agreement by written notice if the lessor, without any fault or negligence, cannot deliver the house to lessee after two months since the leasing date. Under such circumstances, the lessor shall return the renting fee and management fee having received back to the lessee. (the interests not included) 1.7 During the period of the lease, if the lessee violates the provisions and conditions of the agreement (including defaulting renting fee, management fee, damages and defective performance of the agreement ) and cause damages to the lessor , the lessor shall have right to deduct part of or entire guaranty money to compensate the loss, which the lessor has suffered, and the expense, which the lessee shall have paid. If the guaranty money is less than the amount required in Clause 5 above, the lessee shall make it up within three days since receiving the written notice of the lessor, Otherwise, the lessor has right to take such measures as shutting off power and telephone, even releasing the agreement and claiming for the losses it has suffered for the insufficient guaranty money. 1.8 On condition that lessee fully performs provisions of the agreement, the lessor shall return the entire guaranty money to the lessee in 30 days since the house is returned and the related fees are all paid up. 1.9 Without the consent of the lessor, the lessee shall not assign the right of claim for the return of the guaranty money to a third party or serve it as guaranty.

Article 2 the Release of the Agreement by the Lessee in the Term of Validity of the Agreement The lessee could release the agreement during the term of validity of the agreement with written notice to the lessor, on the condition that the lessee has paid up all the guaranty money to the lessor. Article 3 the Equipments and Reconstruction of the Rented House 3.1 The lessor shall furnish the house with the following equipments: a. Central air-conditioner and ceiling (including intake, automatic smoke sensor, gushing machine, daylight lamp). b. 220v electrical source, communication circuitry and faucet for antenna of secondary planet TV. 3.2 Before making any fitments and reconstruction of the house, the lessee shall produce the blueprint and scheme for the lessor, as well as the introduction of the construction enterprises and its personnel. The construction enterprise is obligated to pay management fee RMB 30,000.00 Yuan (as words: RMB thirty thousand Yuan) to the lessor. Only after the payment of guaranty money for construction and management fee could the construction enterprise get the written consent from the lessor to make the construction. The construction will be inspected and accepted by the lessor to confirm that it is carried out according to the blueprint and budget approved by the lessor without any ruin on the establishment and equipments of the building. The guaranty money will not return to the construction enterprise until the check and acceptance of the lessor. The cost of the construction and taxes on the additional fitments and equipments by the lessee shall be borne by the lessee, without reference to the name on the bill or its nominal name. 3.3 In case that the lessee rents the beeline telephone number (opening an account in the name of the lessor in the telecom company) from the lessor

Article 2 the Release of the Agreement by the Lessee in the Term of Validity of the Agreement The lessee could release the agreement during the term of validity of the agreement with written notice to the lessor, on the condition that the lessee has paid up all the guaranty money to the lessor. Article 3 the Equipments and Reconstruction of the Rented House 3.1 The lessor shall furnish the house with the following equipments: a. Central air-conditioner and ceiling (including intake, automatic smoke sensor, gushing machine, daylight lamp). b. 220v electrical source, communication circuitry and faucet for antenna of secondary planet TV. 3.2 Before making any fitments and reconstruction of the house, the lessee shall produce the blueprint and scheme for the lessor, as well as the introduction of the construction enterprises and its personnel. The construction enterprise is obligated to pay management fee RMB 30,000.00 Yuan (as words: RMB thirty thousand Yuan) to the lessor. Only after the payment of guaranty money for construction and management fee could the construction enterprise get the written consent from the lessor to make the construction. The construction will be inspected and accepted by the lessor to confirm that it is carried out according to the blueprint and budget approved by the lessor without any ruin on the establishment and equipments of the building. The guaranty money will not return to the construction enterprise until the check and acceptance of the lessor. The cost of the construction and taxes on the additional fitments and equipments by the lessee shall be borne by the lessee, without reference to the name on the bill or its nominal name. 3.3 In case that the lessee rents the beeline telephone number (opening an account in the name of the lessor in the telecom company) from the lessor who

will pay the telephone fee instead of the lessee, the lessee should pay RMB 5,000 Yuan each line (as words: RMB five thousand Yuan each line) as guaranty money of the telephone fee and RMB 300 Yuan/Year/Line (as words: RMB three hundred Yuan every year for each line) as circuitry maintenance fee. The lessee has right to choose the number of the telephone after the payment of the above fees. The lessor shall take charge of the affairs of the installations. The telephone fee should be paid by the lessee within in 7 days after receipt of the written notice from the lessor. The guaranty money will be returned back to the lessee without any interest after expiration. In case that the lessee brings the beeline telephone number itself or open an account in the name of the itself in the telecom company, it shall pay the lessor RMB 200 Yuan/each line (as words: RMB two hundred Yuan each line) at one time as circuitry occupation fee, RMB 5 Yuan/each line (as words: RMB five Yuan each line) as transfer fee and RMB 100 Yuan/each line (as words: RMB one hundred Yuan each line) as circuitry maintenance fee. The lessor shall produce assistance for the installation. Article 4 the Renewal of the Lease After the expiry of the lease, the lessee has the right of priority to extend the term of the agreement in the same circumstances. The lessee shall notify the lessor in written notice three months before the expiry of the agreement, although the terms and conditions for the renewal shall be negotiated by the partied (the range for the adjustments of the price shall be made according to the rise or drop of Beijing real estate index and the general leasing price of the whole building). If the lessee does not make the notification in the above mentioned period, it will be regarded that it will not lease the house any more and shall move out of the house before the termination date of the agreement. Article 5 the Return of the House 5.1 After the expiry of the agreement, the lessee shall return the house according to the time notified by the lessor. If the house cannot be returned on time for the reason of the lessee and there exists a new lessee, the lessor has

will pay the telephone fee instead of the lessee, the lessee should pay RMB 5,000 Yuan each line (as words: RMB five thousand Yuan each line) as guaranty money of the telephone fee and RMB 300 Yuan/Year/Line (as words: RMB three hundred Yuan every year for each line) as circuitry maintenance fee. The lessee has right to choose the number of the telephone after the payment of the above fees. The lessor shall take charge of the affairs of the installations. The telephone fee should be paid by the lessee within in 7 days after receipt of the written notice from the lessor. The guaranty money will be returned back to the lessee without any interest after expiration. In case that the lessee brings the beeline telephone number itself or open an account in the name of the itself in the telecom company, it shall pay the lessor RMB 200 Yuan/each line (as words: RMB two hundred Yuan each line) at one time as circuitry occupation fee, RMB 5 Yuan/each line (as words: RMB five Yuan each line) as transfer fee and RMB 100 Yuan/each line (as words: RMB one hundred Yuan each line) as circuitry maintenance fee. The lessor shall produce assistance for the installation. Article 4 the Renewal of the Lease After the expiry of the lease, the lessee has the right of priority to extend the term of the agreement in the same circumstances. The lessee shall notify the lessor in written notice three months before the expiry of the agreement, although the terms and conditions for the renewal shall be negotiated by the partied (the range for the adjustments of the price shall be made according to the rise or drop of Beijing real estate index and the general leasing price of the whole building). If the lessee does not make the notification in the above mentioned period, it will be regarded that it will not lease the house any more and shall move out of the house before the termination date of the agreement. Article 5 the Return of the House 5.1 After the expiry of the agreement, the lessee shall return the house according to the time notified by the lessor. If the house cannot be returned on time for the reason of the lessee and there exists a new lessee, the lessor has right

to request the lessee to leave the house in 3 days and deduct part of or entire guaranty money of the lessee. In case the guaranty money is not sufficient for the compensation of the losses, which the lessor has suffered, the lessor is entitled to claiming for the insufficient part. If the house has not been rented to other lessees, the lessor will deem that the lessee will renew the house. In this case, the renewal procedure shall be made by the lessee; otherwise the lessor will have right to request the lessee to leave the house and deduct part of or entire guaranty money. 5.2 When the lessee return the house after expiration, the rented house shall be in good state (natural abrasion excepted); The lessor has right to deduct the guaranty money to compensate the corresponding losses when it finds that the house and equipments is tainted for the reason of the lessee. The lessee is obligated to make up the margin in case that the guaranty money is insufficient for the losses. 5.3 As to accession made by the lessee to the house (shall be approved by the lessor), the lessor is not certainly to request the lessee to restore it to the original conditions. The lessor shall not pay the expenses back for the accession even if the lessee does not make the restoration. Article 6 the Obligations of the Lessee The lessee agrees to abide by the following provisions: 6.1 The lessee shall abide by all the rules and regulations stipulated by the lessor and its authorized agent. 6.2 The lessee cannot take and allow others intentionally take any activities that will make the insurance of the house and the building invalid or possibly invalid, or will increase the insurance premium. Within the term prescribed by the lessor, the lessee shall make payment of the corresponding increase for the premium and other related expenses for the violation of the stipulations of this clause which induce the repurchase of the insurance by the lessor.

to request the lessee to leave the house in 3 days and deduct part of or entire guaranty money of the lessee. In case the guaranty money is not sufficient for the compensation of the losses, which the lessor has suffered, the lessor is entitled to claiming for the insufficient part. If the house has not been rented to other lessees, the lessor will deem that the lessee will renew the house. In this case, the renewal procedure shall be made by the lessee; otherwise the lessor will have right to request the lessee to leave the house and deduct part of or entire guaranty money. 5.2 When the lessee return the house after expiration, the rented house shall be in good state (natural abrasion excepted); The lessor has right to deduct the guaranty money to compensate the corresponding losses when it finds that the house and equipments is tainted for the reason of the lessee. The lessee is obligated to make up the margin in case that the guaranty money is insufficient for the losses. 5.3 As to accession made by the lessee to the house (shall be approved by the lessor), the lessor is not certainly to request the lessee to restore it to the original conditions. The lessor shall not pay the expenses back for the accession even if the lessee does not make the restoration. Article 6 the Obligations of the Lessee The lessee agrees to abide by the following provisions: 6.1 The lessee shall abide by all the rules and regulations stipulated by the lessor and its authorized agent. 6.2 The lessee cannot take and allow others intentionally take any activities that will make the insurance of the house and the building invalid or possibly invalid, or will increase the insurance premium. Within the term prescribed by the lessor, the lessee shall make payment of the corresponding increase for the premium and other related expenses for the violation of the stipulations of this clause which induce the repurchase of the insurance by the lessor. 6.3 The lessee shall not take the following activities 1. To utilize the house for illegal activities.

2. To assign the rights of lessee under the agreement to others or use the rights as guaranty. 3. To lease part of or the entire house to others or let others use the house. 4. To use the house with a third party (not including affiliated enterprises of the lessee which means the parent company, subsidiary, branch company of the lessee or the company which shares the common investment party and legal representative with the lessee) or make the disclosure in others' names. 5. To transfer the ownerships of the ornaments, equipments and articles in the house to the third party or use them as security. 6.4 The lessor shall take charge of the safety during the term of the lease while the loss and damages of the articles in the house shall be borne by the lessee. In case of fire, the lessee shall make compensation according to its corresponding liabilities under the specific circumstances. Article 7 the Obligations of the Lessor The lessor agrees to abide by the following provisions: 7.1 The lessor shall guaranteed the public establishments (including illumination, air-conditioner, automatic smoke sensor, shower, WC and elevator, etc.) are in good conditions. The repairs shall be made immediately after receiving the written notice of the lessee in case of any trouble. 7.2 Twenty-four hours' security measures shall be strictly implemented.

2. To assign the rights of lessee under the agreement to others or use the rights as guaranty. 3. To lease part of or the entire house to others or let others use the house. 4. To use the house with a third party (not including affiliated enterprises of the lessee which means the parent company, subsidiary, branch company of the lessee or the company which shares the common investment party and legal representative with the lessee) or make the disclosure in others' names. 5. To transfer the ownerships of the ornaments, equipments and articles in the house to the third party or use them as security. 6.4 The lessor shall take charge of the safety during the term of the lease while the loss and damages of the articles in the house shall be borne by the lessee. In case of fire, the lessee shall make compensation according to its corresponding liabilities under the specific circumstances. Article 7 the Obligations of the Lessor The lessor agrees to abide by the following provisions: 7.1 The lessor shall guaranteed the public establishments (including illumination, air-conditioner, automatic smoke sensor, shower, WC and elevator, etc.) are in good conditions. The repairs shall be made immediately after receiving the written notice of the lessee in case of any trouble. 7.2 Twenty-four hours' security measures shall be strictly implemented. 7.3 The lessor shall bear the corresponding losses, which the lessee has suffered, if the house cannot be ordinarily used for the reason of quality. ( the cases stipulated in Article 9 of this agreement and the losses incurred by the quality for the reason of reconstruction by the lessee is not included) Article 8 Damages and Breaching Liabilities 8.1 If the lessor suffers losses for the reason of the lessee or because of the intentional or negligent act of the lessee's agent or employee during performance of the obligations, the lessee must compensate the corresponding losses. On the

other side, if the lessee suffers losses for the reason of the lessee or because of the intentional or negligent act of the lessor's agent or employee during performance of the obligations, the lessee must compensate the corresponding losses. 8.2 If the lessee breaches the agreement and stipulations in the appendixes and supplementary agreement and cannot make the rectification within 7 days since the lessor issues the written notice, the agreement is automatically terminated within 14 days since the written notice is issued. The lessee shall leave the house within 5 days since the issues of the written notice after the agreement is automatically terminated; at the same time, the lessor is entitled to claim for damages with the amount of three months' renting fees and management fees; the lessee also agrees to bear losses and expenses incurred. The lessor shall deduct the guaranty money for the compensation if the amount of the guaranty money the lessee has paid is the same as the damages. Otherwise, the lessee is obligated to make up the margin. The measures prescribed here are not the solitary measures. The lessor is entitled to take other measures in case of the breach. Article 9 Exemption from Liabilities The lessor is exempted from liabilities in the following cases: 1. The temporary ceasing for the utilization of the public establishments for the necessary maintenance of the building or not for the reason of the lessor.

other side, if the lessee suffers losses for the reason of the lessee or because of the intentional or negligent act of the lessor's agent or employee during performance of the obligations, the lessee must compensate the corresponding losses. 8.2 If the lessee breaches the agreement and stipulations in the appendixes and supplementary agreement and cannot make the rectification within 7 days since the lessor issues the written notice, the agreement is automatically terminated within 14 days since the written notice is issued. The lessee shall leave the house within 5 days since the issues of the written notice after the agreement is automatically terminated; at the same time, the lessor is entitled to claim for damages with the amount of three months' renting fees and management fees; the lessee also agrees to bear losses and expenses incurred. The lessor shall deduct the guaranty money for the compensation if the amount of the guaranty money the lessee has paid is the same as the damages. Otherwise, the lessee is obligated to make up the margin. The measures prescribed here are not the solitary measures. The lessor is entitled to take other measures in case of the breach. Article 9 Exemption from Liabilities The lessor is exempted from liabilities in the following cases: 1. The temporary ceasing for the utilization of the public establishments for the necessary maintenance of the building or not for the reason of the lessor. 2. The loss, which the lessee suffers, is incurred in the event of the earthquake, typhoon and other events which belong to Force Majeure. 3. The lessee suffers the losses for the reason of other lessees or the third parties (but the lessor is responsible to assist the lessee for the reimbursement from the infringers).

Article 10 Abandonment of the Rights The abandonment for any right stipulated by the agreement shall be based on the written signature of the lessor. The facts that the renting fee or other items the lessee paid is insufficient to the amounts stipulated by the agreement, or with the consent of the lessor, do not have any influence on the right of the lessor to claim for the arrearage and the rights to take other measures according to the agreement or laws and regulations. Article 11 the Service of the Notice All the notices required by the agreement shall be issued in written form. The invoices, bill of documents and other notices issued by the lessor to the lessee shall be marked with the lessee as addressee. The written notice is regarded as having served if it is delivered to the leased house, sent by the registered mail or delivered to the address of the lessee in Beijing. The notice issued by the lessee to the lessor will be regarded as having served if it is delivered to the following address and accepted with signature: Beijing Gaoling Real Estate Development Co. Ltd, No.168, Xi Zhi Men Wai Avenue, Hai Dian District, Beijing, China. Article 12 Disputes The agreement shall be governed and explained by the law of PRC. Any party may file the action to the people's court in the jurisdiction if the lessor and lessee cannot settle the disputes which arise from the agreement with negotiation. Article 13 Business License and Language The lessee shall produce business license and the authorization letter for the authorized representative to sign the agreement on behalf of the lessee. The copy of the duplicate of the business license and the original authorization letter will be enclosed of the agreement. As an important part of the agreement, the

Article 10 Abandonment of the Rights The abandonment for any right stipulated by the agreement shall be based on the written signature of the lessor. The facts that the renting fee or other items the lessee paid is insufficient to the amounts stipulated by the agreement, or with the consent of the lessor, do not have any influence on the right of the lessor to claim for the arrearage and the rights to take other measures according to the agreement or laws and regulations. Article 11 the Service of the Notice All the notices required by the agreement shall be issued in written form. The invoices, bill of documents and other notices issued by the lessor to the lessee shall be marked with the lessee as addressee. The written notice is regarded as having served if it is delivered to the leased house, sent by the registered mail or delivered to the address of the lessee in Beijing. The notice issued by the lessee to the lessor will be regarded as having served if it is delivered to the following address and accepted with signature: Beijing Gaoling Real Estate Development Co. Ltd, No.168, Xi Zhi Men Wai Avenue, Hai Dian District, Beijing, China. Article 12 Disputes The agreement shall be governed and explained by the law of PRC. Any party may file the action to the people's court in the jurisdiction if the lessor and lessee cannot settle the disputes which arise from the agreement with negotiation. Article 13 Business License and Language The lessee shall produce business license and the authorization letter for the authorized representative to sign the agreement on behalf of the lessee. The copy of the duplicate of the business license and the original authorization letter will be enclosed of the agreement. As an important part of the agreement, the

appendix will be effective at the same time and have the same legal effect with the agreement. The agreement and its appendix shall be written in Chinese or English with the same legal effect. The agreement has two original copies while the lessor and lessee will hold one of them. Article 14 Supplementary Agreement The parties of the agreement can conclude supplementary agreement through negotiation on other related matters. The supplementary agreement with the same legal effect of the agreement will be annexed to the agreement as an important part of the agreement. The agreement is effective on the date of the subscription as well as the guaranty The agreement is effective on the date of the subscription as well as the guaranty is fully paid. Appendix One: Ichnography of the Leased House Appendix Two: < Clients Handbook > Appendix Three: Supplementary Agreement LESSOR: BEIJING GAOLING ESTATE DEVELOPMENT CO., LTD ADDRESS: NO. 168, XI ZHI MEN WAI AVENUE, HAI DIAN DISTRICT, BEIJING, CHINA POST CODE: 100044
LEGAL REPRESENTATIVE OR AUTHORIZED REPRESENTATIVE (SIGNATURE): /s/ Chuanhui Xu TEL: 8838.3388

ACCOUNTING BANK:

appendix will be effective at the same time and have the same legal effect with the agreement. The agreement and its appendix shall be written in Chinese or English with the same legal effect. The agreement has two original copies while the lessor and lessee will hold one of them. Article 14 Supplementary Agreement The parties of the agreement can conclude supplementary agreement through negotiation on other related matters. The supplementary agreement with the same legal effect of the agreement will be annexed to the agreement as an important part of the agreement. The agreement is effective on the date of the subscription as well as the guaranty The agreement is effective on the date of the subscription as well as the guaranty is fully paid. Appendix One: Ichnography of the Leased House Appendix Two: < Clients Handbook > Appendix Three: Supplementary Agreement LESSOR: BEIJING GAOLING ESTATE DEVELOPMENT CO., LTD ADDRESS: NO. 168, XI ZHI MEN WAI AVENUE, HAI DIAN DISTRICT, BEIJING, CHINA POST CODE: 100044
LEGAL REPRESENTATIVE OR AUTHORIZED REPRESENTATIVE (SIGNATURE): /s/ Chuanhui Xu TEL: 8838.3388

ACCOUNTING BANK: DATE: May 27, 2004

LEASEE: BEIJING AIRINBOX INFORMATION TECHNOLOGIES CO., LTD ADDRESS: POST CODE:
LEGAL REPRESENTATIVE OR AUTHORIZED REPRESENTATIVE (SIGNATURE): /s/ Guijun Wang TEL: ACCOUNTING BANK: DATE: May 27, 2004

THE SUPPLEMENTARY AGREEMENT TO LEASE AGREEMENT NO. TD 0130 LESSOR: BEIJING GAOLING ESTATE DEVELOPMENT CO., LTD LESSEE: BEIJING AIRINBOX INFORMATION TECHNOLOGIES CO., LTD The lessor and lessee reach the following supplementary agreement as to Lease Agreement. Num. TD 0130 (hereafter simplified as the Agreement): 1. Free Leasing Period: 3 months and a half altogether, in the following period. (1) May 28, 2004 to July 27, 2004

THE SUPPLEMENTARY AGREEMENT TO LEASE AGREEMENT NO. TD 0130 LESSOR: BEIJING GAOLING ESTATE DEVELOPMENT CO., LTD LESSEE: BEIJING AIRINBOX INFORMATION TECHNOLOGIES CO., LTD The lessor and lessee reach the following supplementary agreement as to Lease Agreement. Num. TD 0130 (hereafter simplified as the Agreement): 1. Free Leasing Period: 3 months and a half altogether, in the following period. (1) May 28, 2004 to July 27, 2004 (2) May 28, 2005 to June 27, 2005 (3) May 13, 2006 to May 27, 2006 During the free leasing period, the lessee shall only pay 1.00 Yuan/day/Sq.M. as the management fee and other related fees. If the Agreement is terminated before the expiration, the free period after the termination date will not come into effect any more and the lessor shall not make compensation to the lessee. The lessee shall make up for all the renting fee according to the stipulations of the Agreement if the renting term is less than one year. 2. A piece of addition is made to the 1.1: the renting fee and management fee should be calculated in USD and received in RMB, the exchange rate between the USD and RMB is fixed at 1:8.3. 3. The lessor agrees to add roof-inhaled air-condition while the specific construction method shall be approved in advance by the lessor. The expenses of the reconstruction for the air-conditioner shall be borne by the lessee. When the lessee remove the ceiling and air-condition at the time of the termination of the Agreement and returns the rented house, the lessee shall restore the ceiling and air-condition system back to the original state while the expenses shall be borne by the lessee. 4. The lessee shall produce blueprint in advance to the lessor and get the consent from the lessor and the fire control department for carrying out the construction if the lessee plans to make secondary fitments and reconstructions to the rented house. The lessee should not tie up the fire control channels and alter the fire control subarea of the rented house. The modification for the liquid, ventilation and fire control system shall be carried out by the construction company appointed by the lessor. The fitments and modification to the common area of the building shall be restored to the original state at the time of leave. And the lessee shall bear the expenses. 5. About the advertisement location. (1) The lessor agrees to provide an advertisement location for the lessee at the top of the skirt building while the cost for the board of the advertisement and the construction of it shall be borne by the lessee.

(2) The unit price for the advertisement location is RMB150.00Yuan/month/sq.M. The method for the payment is same to the renting fee and management fee. (3) The renting term for the advertisement location shall make corresponding alteration if the renting term of the Agreement is altered. The lessor shall not provide the advertisement location and corresponding service after expiration and in case of prior termination. (4) The expenses for the design, execution, and maintenance of the pictures (paintings, neon light and other technical execution) on the advertisement board for the lessee shall be borne by the lessor. The design and blueprint for the advertisement board shall be approved by the lessor in advance to guarantee the whole style of the building. (5) The electricity fee calculated by the actual expenses for the board shall be borne by the lessee who will set an

(2) The unit price for the advertisement location is RMB150.00Yuan/month/sq.M. The method for the payment is same to the renting fee and management fee. (3) The renting term for the advertisement location shall make corresponding alteration if the renting term of the Agreement is altered. The lessor shall not provide the advertisement location and corresponding service after expiration and in case of prior termination. (4) The expenses for the design, execution, and maintenance of the pictures (paintings, neon light and other technical execution) on the advertisement board for the lessee shall be borne by the lessor. The design and blueprint for the advertisement board shall be approved by the lessor in advance to guarantee the whole style of the building. (5) The electricity fee calculated by the actual expenses for the board shall be borne by the lessee who will set an independent ammeter. The lessee shall make the payment within 3 days since the receipt of the notice by the lessor in charge of checking the actual amount of the electricity. The unit price is 0.80 Yuan/Degree which will be adjusted according to the price administrated by the government. 6. In the renting period, the lessor provides three vehicle locations for free at 2nd floor underground. The renting term for the vehicle location shall make corresponding alteration if the renting term of the Agreement is altered. The lessor shall not provide the location and corresponding service after expiration and in case of prior termination. 7. The lessor shall increase the electric power. The modification for electric power in the rented area shall be organized and performed by the lessor. The lessee shall bear the related expenses which will be paid by the lessor before the modification is carried out. 8. The lessee shall fully paid up the item "for three months' fee as guaranty money and one month as fee as payment" within in 3 working days since the conclusion of the agreement, totally as RMB 1,901,563.20 Yuan (as words: ONE MILLION AND NINE HUNDRED AND ONE THOUSAND FIVE HUNDRED AND SIXTY THREE YUAN AND TWENTY CENTS ). 9. The supplementary agreement is the supplements and alteration for the Agreement and has the same legal effect with the Agreement. This agreement will prevail as to any conflict between the supplementary agreement and the Agreement. Others will be executed according to the Agreement. 10. The agreement has two original copies while the lessor and lessee will hold one of them. The agreement is effective on the date of the subscription.

LESSOR: BEIJING GAOLING ESTATE DEVELOPMENT CO., LTD
LEGAL REPRESENTATIVE OR AUTHORIZED REPRESENTATIVE (SIGNATURE): /s/ Chuanhui Xu DATE: May 27, 2004

LESSEE: BEIJING AIRINBOX INFORMATION TECHNOLOGIES CO., LTD
LEGAL REPRESENTATIVE OR AUTHORIZED REPRESENTATIVE (SIGNATURE): /s/ Guijun Wang DATE: May 27, 2004

EXHIBIT 10.27

LESSOR: BEIJING GAOLING ESTATE DEVELOPMENT CO., LTD
LEGAL REPRESENTATIVE OR AUTHORIZED REPRESENTATIVE (SIGNATURE): /s/ Chuanhui Xu DATE: May 27, 2004

LESSEE: BEIJING AIRINBOX INFORMATION TECHNOLOGIES CO., LTD
LEGAL REPRESENTATIVE OR AUTHORIZED REPRESENTATIVE (SIGNATURE): /s/ Guijun Wang DATE: May 27, 2004

EXHIBIT 10.27 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "Agreement"), effective as of February 1, 2004, between KONGZHONG CORPORATION, an exempted company organized and existing under the laws of the Cayman Islands (the "COMPANY"), and ________________ (the "Executive"), residing at __________________________, Beijing, PRC. RECITAL The Executive and the Company deem it in their respective best interests to enter into an agreement providing for the Company's employment of Executive pursuant to the terms herein stated. WITNESSETH In consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. EMPLOYMENT 1.1 TERM OF EMPLOYMENT The Company will employ the Executive, and the Executive will serve the Company, as the Company's _______ for a period beginning on the date hereof and ending two(2) years hereafter, unless earlier terminated pursuant to the terms hereof (the "Term of Employment"). 1.2 DUTIES Throughout the Term of Employment, the Executive will serve as the Company's _________ with responsibility for the business affairs and operations of the Company that are customarily assigned to such position at companies of similar operational and financial conditions in the same industry, to which he will devote his best efforts and all his business time and services, subject to the terms of this Agreement and the direction and control of the Board of Directors of the Company (the "Board"). The Executive will, during 1

the Term of Employment, serve the Company faithfully, diligently and competently and to the best of his ability and will hold, in addition to the office of _________ of the Company, such other executive offices in the Company to which he may be elected, appointed or assigned by the Board from time to time and will discharge such executive duties in connection therewith. 2. COMPENSATION AND BENEFITS 2.1 Executive shall be entitled to a base annual salary of USD _________ ("Annual Salary") during the Term of

EXHIBIT 10.27 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "Agreement"), effective as of February 1, 2004, between KONGZHONG CORPORATION, an exempted company organized and existing under the laws of the Cayman Islands (the "COMPANY"), and ________________ (the "Executive"), residing at __________________________, Beijing, PRC. RECITAL The Executive and the Company deem it in their respective best interests to enter into an agreement providing for the Company's employment of Executive pursuant to the terms herein stated. WITNESSETH In consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. EMPLOYMENT 1.1 TERM OF EMPLOYMENT The Company will employ the Executive, and the Executive will serve the Company, as the Company's _______ for a period beginning on the date hereof and ending two(2) years hereafter, unless earlier terminated pursuant to the terms hereof (the "Term of Employment"). 1.2 DUTIES Throughout the Term of Employment, the Executive will serve as the Company's _________ with responsibility for the business affairs and operations of the Company that are customarily assigned to such position at companies of similar operational and financial conditions in the same industry, to which he will devote his best efforts and all his business time and services, subject to the terms of this Agreement and the direction and control of the Board of Directors of the Company (the "Board"). The Executive will, during 1

the Term of Employment, serve the Company faithfully, diligently and competently and to the best of his ability and will hold, in addition to the office of _________ of the Company, such other executive offices in the Company to which he may be elected, appointed or assigned by the Board from time to time and will discharge such executive duties in connection therewith. 2. COMPENSATION AND BENEFITS 2.1 Executive shall be entitled to a base annual salary of USD _________ ("Annual Salary") during the Term of Employment, subject to adjustment to be decided and effected by the Board of the Company, which Annual Salary shall be paid at such times in consistent with the Company's present practice. 2.2 In addition to the Annual Salary, Executive shall be entitled to such benefits as made available by the Company to its employees or to personnel holding positions of similar level of responsibilities in the Company. 3. DEATH OR DISABILITY This Agreement shall be automatically terminated by the death of the Executive. This Agreement may be terminated at the discretion of the Board if, after undergoing a period of medical treatment, the Executive shall be rendered incapable by illness or any other non-work-related disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed, or from performing other duties arranged by the Company during the Term of Employment ("Disability"). If this Agreement is terminated by reason of Disability of the Executive, the Company shall give written notice to that effect to the Executive thirty (30) days in advance of such termination in the manner provided herein. In the event this Agreement is terminated pursuant to this paragraph, Executive shall be entitled to benefits to be decided by the Board.

the Term of Employment, serve the Company faithfully, diligently and competently and to the best of his ability and will hold, in addition to the office of _________ of the Company, such other executive offices in the Company to which he may be elected, appointed or assigned by the Board from time to time and will discharge such executive duties in connection therewith. 2. COMPENSATION AND BENEFITS 2.1 Executive shall be entitled to a base annual salary of USD _________ ("Annual Salary") during the Term of Employment, subject to adjustment to be decided and effected by the Board of the Company, which Annual Salary shall be paid at such times in consistent with the Company's present practice. 2.2 In addition to the Annual Salary, Executive shall be entitled to such benefits as made available by the Company to its employees or to personnel holding positions of similar level of responsibilities in the Company. 3. DEATH OR DISABILITY This Agreement shall be automatically terminated by the death of the Executive. This Agreement may be terminated at the discretion of the Board if, after undergoing a period of medical treatment, the Executive shall be rendered incapable by illness or any other non-work-related disability from complying with the terms, conditions and provisions on his part to be kept, observed and performed, or from performing other duties arranged by the Company during the Term of Employment ("Disability"). If this Agreement is terminated by reason of Disability of the Executive, the Company shall give written notice to that effect to the Executive thirty (30) days in advance of such termination in the manner provided herein. In the event this Agreement is terminated pursuant to this paragraph, Executive shall be entitled to benefits to be decided by the Board. 4. TERMINATION; RESIGNATION 4.1 TERMINATION OF EMPLOYMENT BY COMPANY (a) FOR CAUSE The Executive's employment with the Company may be terminated by the Company or the Board for "Cause", which shall mean (a) the Executive's conviction for a crime involving moral 2

turpitude, (b) the Executive's commission of an act of personal dishonesty or breach of fiduciary duty involving personal profit in connection with the Executive's employment by the Company, (c) the Executive's commission of an act which the Board shall have found to have involved willful misconduct or gross negligence on the part of the Executive in the conduct of his duties hereunder, (d) habitual absenteeism on the part of the Executive, or (e) the Executive's material breach of any material provision of this Agreement. In the event that the Company terminates the Executive's employment for Cause, the Executive shall not be entitled to receive any amounts or any rights of option due under the Option Agreement entered into pursuant to Section 2 hereof. (b) WITHOUT CAUSE Notwithstanding anything to the contrary in this Agreement, whether express or implied, the Company may, at any time, terminate Executive's employment for any reason other than Cause, Disability, or death by giving Executive at least thirty (30) days prior written notice of the effective date of termination. In event this Agreement is terminated pursuant this paragraph, in addition to any compensation and benefit that have become due and payable as of the date of such termination, Executive shall be entitled to a severance amount equal to 50% of such Executive's annual base salary effective as of the date of such termination. 4.2 TERMINATION OF EMPLOYMENT BY EXECUTIVE. The Executive may, at any time, terminate his or her employment for any reason by giving the Company at least thirty (30) days prior written notice. In the event this Agreement is terminated pursuant this paragraph, the Executive shall not be entitled to receive any severance or any amount of similar nature, except unpaid Annual Salary and other benefits that have become due and payable as of the date of the termination. 4.3 RESIGNATION In the event that the Executive's services hereunder are terminated under any of the provisions of this Agreement (except by death), the Executive agrees that he will deliver his written resignation as an officer of the Company to the Board, such resignation to become effective immediately.

turpitude, (b) the Executive's commission of an act of personal dishonesty or breach of fiduciary duty involving personal profit in connection with the Executive's employment by the Company, (c) the Executive's commission of an act which the Board shall have found to have involved willful misconduct or gross negligence on the part of the Executive in the conduct of his duties hereunder, (d) habitual absenteeism on the part of the Executive, or (e) the Executive's material breach of any material provision of this Agreement. In the event that the Company terminates the Executive's employment for Cause, the Executive shall not be entitled to receive any amounts or any rights of option due under the Option Agreement entered into pursuant to Section 2 hereof. (b) WITHOUT CAUSE Notwithstanding anything to the contrary in this Agreement, whether express or implied, the Company may, at any time, terminate Executive's employment for any reason other than Cause, Disability, or death by giving Executive at least thirty (30) days prior written notice of the effective date of termination. In event this Agreement is terminated pursuant this paragraph, in addition to any compensation and benefit that have become due and payable as of the date of such termination, Executive shall be entitled to a severance amount equal to 50% of such Executive's annual base salary effective as of the date of such termination. 4.2 TERMINATION OF EMPLOYMENT BY EXECUTIVE. The Executive may, at any time, terminate his or her employment for any reason by giving the Company at least thirty (30) days prior written notice. In the event this Agreement is terminated pursuant this paragraph, the Executive shall not be entitled to receive any severance or any amount of similar nature, except unpaid Annual Salary and other benefits that have become due and payable as of the date of the termination. 4.3 RESIGNATION In the event that the Executive's services hereunder are terminated under any of the provisions of this Agreement (except by death), the Executive agrees that he will deliver his written resignation as an officer of the Company to the Board, such resignation to become effective immediately. 3

4.4 DATA Upon expiration of the Term of Employment or prior termination pursuant to Section 3 or 4 hereof, the Executive or his personal representative shall promptly deliver to the Company all books, memoranda, plans, records, computer disks and written and electronic data of every kind relating to the business and affairs of the Company which are then in his possession. 5. CONFIDENTIAL INFORMATION AND NON-COMPETITION 5.1 The Company and the Executive agree that the services rendered by the Executive hereunder are unique and irreplaceable. Accordingly, the Executive hereby agrees that, during the Term of Employment and for a period of one (1) years thereafter, the Executive shall not disclose to others or use, whether directly or indirectly, any Confidential Information regarding the Company. Executive acknowledges that such Confidential Information is specialized, unique in nature and of great value to the Company, and that such information gives the Company a competitive advantage. 5.2 "Confidential Information" shall mean information about the Company, its subsidiaries and affiliates, and their respective clients and customers that is not available to the general public and that was learned by Executive in the course of his employment by the Company, including, but not limited to, any proprietary knowledge, trade secrets, patents, copyright, data, formulae, information, and client and customer lists and all papers, resumes, records (including computer records) and the documents containing such Confidential Information. 6. OWNERSHIP OF RIGHTS; PROPRIETARY INFORMATION 6.1 Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, sui generis database rights and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by Executive (collectively, "Inventions") and Executive will promptly disclose and provide all Inventions to Company. All Inventions are work made for hire to the extent allowed by law and, in addition, Executive

4.4 DATA Upon expiration of the Term of Employment or prior termination pursuant to Section 3 or 4 hereof, the Executive or his personal representative shall promptly deliver to the Company all books, memoranda, plans, records, computer disks and written and electronic data of every kind relating to the business and affairs of the Company which are then in his possession. 5. CONFIDENTIAL INFORMATION AND NON-COMPETITION 5.1 The Company and the Executive agree that the services rendered by the Executive hereunder are unique and irreplaceable. Accordingly, the Executive hereby agrees that, during the Term of Employment and for a period of one (1) years thereafter, the Executive shall not disclose to others or use, whether directly or indirectly, any Confidential Information regarding the Company. Executive acknowledges that such Confidential Information is specialized, unique in nature and of great value to the Company, and that such information gives the Company a competitive advantage. 5.2 "Confidential Information" shall mean information about the Company, its subsidiaries and affiliates, and their respective clients and customers that is not available to the general public and that was learned by Executive in the course of his employment by the Company, including, but not limited to, any proprietary knowledge, trade secrets, patents, copyright, data, formulae, information, and client and customer lists and all papers, resumes, records (including computer records) and the documents containing such Confidential Information. 6. OWNERSHIP OF RIGHTS; PROPRIETARY INFORMATION 6.1 Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, sui generis database rights and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by Executive (collectively, "Inventions") and Executive will promptly disclose and provide all Inventions to Company. All Inventions are work made for hire to the extent allowed by law and, in addition, Executive 4

hereby makes all assignments necessary to accomplish the foregoing ownership. Executive shall further assist Company, at Company's expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned. Executive hereby irrevocably designates and appoints Company as its agent and attorney-in-fact to act for and in Executive's behalf to execute and file any document and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by Executive. 6.2 The Executive agrees that the Company is the sole, absolute owner of all Inventions and hereby grants to the Company, exclusively and perpetually, all rights of every kind or nature, throughout the universe, whether now known or hereafter devised, in any and all languages, in and to such Inventions, all ancillary rights therein and all of the results and proceeds of the services rendered by Executive hereunder. To the extent, if any, that any Inventions intended to be assigned to the Company pursuant to this Section 6 are at any time determined in any jurisdiction not to belong to the Company, then Executive hereby grants an exclusive, royalty-free license to the Company, (transferable by the Company without limitation) to exploit such Inventions and all rights therein in such jurisdiction. Such exclusive license shall continue in effect for the maximum term as may now or hereafter be permissible under applicable law. Upon expiration, such license, without further consent or action on the part of the Executive, shall automatically be renewed for the maximum term as is then permissible under applicable law, unless, within the six-month period prior to such expiration, Company and Executive have agreed that such license will not be renewed. 7. REMEDIES The Executive acknowledges that irreparable damage would result to the Company if the provisions of Sections 5 or 6 were not specifically enforced, and agrees that the Company shall be entitled to enforce this Agreement by injunction, specific performance or any other appropriate legal, equitable relief, without bond and without

hereby makes all assignments necessary to accomplish the foregoing ownership. Executive shall further assist Company, at Company's expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned. Executive hereby irrevocably designates and appoints Company as its agent and attorney-in-fact to act for and in Executive's behalf to execute and file any document and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by Executive. 6.2 The Executive agrees that the Company is the sole, absolute owner of all Inventions and hereby grants to the Company, exclusively and perpetually, all rights of every kind or nature, throughout the universe, whether now known or hereafter devised, in any and all languages, in and to such Inventions, all ancillary rights therein and all of the results and proceeds of the services rendered by Executive hereunder. To the extent, if any, that any Inventions intended to be assigned to the Company pursuant to this Section 6 are at any time determined in any jurisdiction not to belong to the Company, then Executive hereby grants an exclusive, royalty-free license to the Company, (transferable by the Company without limitation) to exploit such Inventions and all rights therein in such jurisdiction. Such exclusive license shall continue in effect for the maximum term as may now or hereafter be permissible under applicable law. Upon expiration, such license, without further consent or action on the part of the Executive, shall automatically be renewed for the maximum term as is then permissible under applicable law, unless, within the six-month period prior to such expiration, Company and Executive have agreed that such license will not be renewed. 7. REMEDIES The Executive acknowledges that irreparable damage would result to the Company if the provisions of Sections 5 or 6 were not specifically enforced, and agrees that the Company shall be entitled to enforce this Agreement by injunction, specific performance or any other appropriate legal, equitable relief, without bond and without prejudice to any other rights and remedies that the Company may have for a breach of this Agreement. The Executive acknowledges and agrees that its sole remedy for breach of any of Company's obligations under this Agreement shall be limited to an action for damages and Executive acknowledges that such damages are fully adequate 5

to compensate the Executive hereunder. In no event shall Executive seek or be entitled to rescission, injunctive or other equitable relief. 8. INSURANCE The Executive agrees that the Company shall have the right at its own costs and expense to apply for and to secure in its own name, or otherwise, life, health or accident insurance or any or all of them covering the Executive, and the Executive agrees to submit to the usual and customary medical examination and otherwise to cooperate with the Company in connection with the procurement of any such insurance, and any claims thereunder. 9. ASSIGNMENT Neither party hereto may not assign his or its rights or delegate his or its duties under this Agreement without the prior written consent of the other party; provided, however, that this Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Company upon any sale of all or substantially all of the Company's assets or upon any merger or consolidation of the Company with or into any other corporation, all as though such successors and assigns of the Company and their respective successors and assigns were the Company. 10. MISCELLANEOUS (a) REPRESENTATIONS AND WARRANTIES. (i) Executive represents and warrants to the Company that he has the authorization, power and right to deliver,

to compensate the Executive hereunder. In no event shall Executive seek or be entitled to rescission, injunctive or other equitable relief. 8. INSURANCE The Executive agrees that the Company shall have the right at its own costs and expense to apply for and to secure in its own name, or otherwise, life, health or accident insurance or any or all of them covering the Executive, and the Executive agrees to submit to the usual and customary medical examination and otherwise to cooperate with the Company in connection with the procurement of any such insurance, and any claims thereunder. 9. ASSIGNMENT Neither party hereto may not assign his or its rights or delegate his or its duties under this Agreement without the prior written consent of the other party; provided, however, that this Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Company upon any sale of all or substantially all of the Company's assets or upon any merger or consolidation of the Company with or into any other corporation, all as though such successors and assigns of the Company and their respective successors and assigns were the Company. 10. MISCELLANEOUS (a) REPRESENTATIONS AND WARRANTIES. (i) Executive represents and warrants to the Company that he has the authorization, power and right to deliver, execute and fully perform his obligations under this Agreement in accordance with its terms. Executive further represents and warrants that this Agreement does not require any authorization, consent, approval, exemption or other action by any other party and does not (A) conflict with or result in the breach of the terms, conditions or provisions of, (B) constitute a default under, or (C) result in a violation of any agreement, instrument, order, judgment or decree to which Executive is subject. Executive will, to the fullest extent permitted by applicable law, as from time to time in 6

effect, indemnify the Company and hold the Company harmless for any breach of the representations set forth in this subparagraph (i). (ii) The Company represents and warrants to Executive that it has the authorization, power and right to deliver, execute and fully perform its obligations under this Agreement in accordance with its terms. The Company further represents and warrants that this Agreement does not require any authorization, consent, approval, exemption or other action by any other party and does not (A) conflict with or result in the breach of the terms, conditions or provisions of, (B) constitute a default under, or (C) result in a violation of any agreement, instrument, order, judgment or decree to which the Company is subject. The Company will, to the fullest extent permitted by applicable law, as from time to time in effect, indemnify Executive and hold Executive harmless for any breach of its representations set forth in this subparagraph (ii). (b) DIVISIBILITY OF THE AGREEMENT. If any provision of this Agreement or any portion thereof is declared invalid, illegal, or incapable of being enforced by any court of competent jurisdiction, the remainder of such provisions and all of the remaining provisions of this Agreement shall continue in full force and effect. (c) CHOICE OF LAW. This Agreement shall be construed, interpreted and the rights of the parties determined in accordance with the laws of the State of New York. (d) NOTICES. All notices, requests and other communications pursuant to this Agreement shall be in writing and shall be deemed to have been duly given, if delivered in person or by courier, telegraphed, telexed or by facsimile transmission or sent by registered or certified mail, postage prepaid, addressed as follows:

effect, indemnify the Company and hold the Company harmless for any breach of the representations set forth in this subparagraph (i). (ii) The Company represents and warrants to Executive that it has the authorization, power and right to deliver, execute and fully perform its obligations under this Agreement in accordance with its terms. The Company further represents and warrants that this Agreement does not require any authorization, consent, approval, exemption or other action by any other party and does not (A) conflict with or result in the breach of the terms, conditions or provisions of, (B) constitute a default under, or (C) result in a violation of any agreement, instrument, order, judgment or decree to which the Company is subject. The Company will, to the fullest extent permitted by applicable law, as from time to time in effect, indemnify Executive and hold Executive harmless for any breach of its representations set forth in this subparagraph (ii). (b) DIVISIBILITY OF THE AGREEMENT. If any provision of this Agreement or any portion thereof is declared invalid, illegal, or incapable of being enforced by any court of competent jurisdiction, the remainder of such provisions and all of the remaining provisions of this Agreement shall continue in full force and effect. (c) CHOICE OF LAW. This Agreement shall be construed, interpreted and the rights of the parties determined in accordance with the laws of the State of New York. (d) NOTICES. All notices, requests and other communications pursuant to this Agreement shall be in writing and shall be deemed to have been duly given, if delivered in person or by courier, telegraphed, telexed or by facsimile transmission or sent by registered or certified mail, postage prepaid, addressed as follows: If to the Executive: [ ] ABC Inc. Beijing, China 100045 Tel.: (010) 7

Fax: (010) If to the Company: ABC Inc. Beijing, PRC Attn.: Chairman of the Board of Directors Tel.: (010) Fax: (010) Any party may, by written notice to the other, change the address to which notices to such party are to be delivered or mailed. (e) HEADINGS. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. (f) WAIVER. Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof shall not be deemed a waiver of such term, covenant, or condition, nor shall any waiver or relinquishment of, or failure to insist upon strict compliance with, any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times. (g) EXECUTIVE'S ACKNOWLEDGMENT. Executive acknowledges (i) that he has consulted with or has had the opportunity to consult with independent counsel of his own choice concerning this Agreement and has been advised to do so by the Company, and

Fax: (010) If to the Company: ABC Inc. Beijing, PRC Attn.: Chairman of the Board of Directors Tel.: (010) Fax: (010) Any party may, by written notice to the other, change the address to which notices to such party are to be delivered or mailed. (e) HEADINGS. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. (f) WAIVER. Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof shall not be deemed a waiver of such term, covenant, or condition, nor shall any waiver or relinquishment of, or failure to insist upon strict compliance with, any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times. (g) EXECUTIVE'S ACKNOWLEDGMENT. Executive acknowledges (i) that he has consulted with or has had the opportunity to consult with independent counsel of his own choice concerning this Agreement and has been advised to do so by the Company, and (ii) that he has read and understands the Agreement, is fully aware of its legal effect, and has entered into it freely based on his own judgment. (h) COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. 8

(i) ENTIRE AGREEMENT; AMENDMENT. This Agreement (i) contains a complete statement of all the arrangements between the parties with respect to Executive's employment by the Company, (ii) supersedes all prior and existing negotiations and agreements between the parties concerning Executive's employment and (iii) can only be changed or modified pursuant to a written instrument duly executed by each of the parties hereto. [Remainder of page intentionally left blank] 9

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. ABC INC. By: Title: ACCEPTED AND AGREED TO: By:

EXHIBIT 10.28

(i) ENTIRE AGREEMENT; AMENDMENT. This Agreement (i) contains a complete statement of all the arrangements between the parties with respect to Executive's employment by the Company, (ii) supersedes all prior and existing negotiations and agreements between the parties concerning Executive's employment and (iii) can only be changed or modified pursuant to a written instrument duly executed by each of the parties hereto. [Remainder of page intentionally left blank] 9

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. ABC INC. By: Title: ACCEPTED AND AGREED TO: By:

EXHIBIT 10.28 NON COMPETE AGREEMENT NON COMPETE AGREEMENT (this "Agreement"), effective as of ____________, 2004, between KongZhong Corporation, an exempted company organized and existing under the laws of the Cayman Islands (the "Company"), and ________________________, residing at __________ ________________________________(the "Executive"). RECITAL The Executive and the Company has entered into an agreement providing for the Company's employment of Executive (the "Employment Agreement") and deem it in their respective interests to enter into an agreement providing the obligation of non-compete for the Executive. WITNESSETH In consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. COVENANT NOT TO COMPETE Executive hereby agrees that, during the term of employment under the Employment Agreement and for a period of one (1) year thereafter, the Executive shall not: 1.1 engage or participate in, directly or indirectly (whether as an officer, director, employee, partner, consultant, holder of an equity or debt investment, lender or in any other manner or capacity), or lend his name (or any part, variant or formative thereof) to, any wireless date service business which is, or as a result of the Executive's engagement or participation would become, competitive with any significant aspect of the 1

business of the Company, which, measured by revenue generated, accounts at least 10% of the Company's business;

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. ABC INC. By: Title: ACCEPTED AND AGREED TO: By:

EXHIBIT 10.28 NON COMPETE AGREEMENT NON COMPETE AGREEMENT (this "Agreement"), effective as of ____________, 2004, between KongZhong Corporation, an exempted company organized and existing under the laws of the Cayman Islands (the "Company"), and ________________________, residing at __________ ________________________________(the "Executive"). RECITAL The Executive and the Company has entered into an agreement providing for the Company's employment of Executive (the "Employment Agreement") and deem it in their respective interests to enter into an agreement providing the obligation of non-compete for the Executive. WITNESSETH In consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. COVENANT NOT TO COMPETE Executive hereby agrees that, during the term of employment under the Employment Agreement and for a period of one (1) year thereafter, the Executive shall not: 1.1 engage or participate in, directly or indirectly (whether as an officer, director, employee, partner, consultant, holder of an equity or debt investment, lender or in any other manner or capacity), or lend his name (or any part, variant or formative thereof) to, any wireless date service business which is, or as a result of the Executive's engagement or participation would become, competitive with any significant aspect of the 1

business of the Company, which, measured by revenue generated, accounts at least 10% of the Company's business; 1.2 solicit any officer, director, employee or agent of the Company to become an officer, director, employee or agent of the Executive, his respective affiliates or anyone else; 1.3 engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of the Company or any trade name used by it that is (i) directly or indirectly competitive with the business of the Company or (ii) engaged in any related activity where the use of such name is reasonably likely to result in confusion; and 1.4 transfer, sell, assign, pledge, hypothecate, give, create a security interest in or lien on, place in trust (voting or otherwise), or in any other way dispose of more than 1% of total outstanding shares of the Company as of the

EXHIBIT 10.28 NON COMPETE AGREEMENT NON COMPETE AGREEMENT (this "Agreement"), effective as of ____________, 2004, between KongZhong Corporation, an exempted company organized and existing under the laws of the Cayman Islands (the "Company"), and ________________________, residing at __________ ________________________________(the "Executive"). RECITAL The Executive and the Company has entered into an agreement providing for the Company's employment of Executive (the "Employment Agreement") and deem it in their respective interests to enter into an agreement providing the obligation of non-compete for the Executive. WITNESSETH In consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. COVENANT NOT TO COMPETE Executive hereby agrees that, during the term of employment under the Employment Agreement and for a period of one (1) year thereafter, the Executive shall not: 1.1 engage or participate in, directly or indirectly (whether as an officer, director, employee, partner, consultant, holder of an equity or debt investment, lender or in any other manner or capacity), or lend his name (or any part, variant or formative thereof) to, any wireless date service business which is, or as a result of the Executive's engagement or participation would become, competitive with any significant aspect of the 1

business of the Company, which, measured by revenue generated, accounts at least 10% of the Company's business; 1.2 solicit any officer, director, employee or agent of the Company to become an officer, director, employee or agent of the Executive, his respective affiliates or anyone else; 1.3 engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of the Company or any trade name used by it that is (i) directly or indirectly competitive with the business of the Company or (ii) engaged in any related activity where the use of such name is reasonably likely to result in confusion; and 1.4 transfer, sell, assign, pledge, hypothecate, give, create a security interest in or lien on, place in trust (voting or otherwise), or in any other way dispose of more than 1% of total outstanding shares of the Company as of the date of said disposition in one or a series of related transactions directly owned of record by the Executive to any person which is competitive with any significant aspect of the business of the Company, which, measured by revenue generated, accounts at least 10% of the Company's business. 2. VIOLATION OF THIS AGREEMENT 2.1 In the event that the Executive do not comply with the terms of this Agreement, any profit sharing or stock options to which the Executive would otherwise be entitled shall be subject restriction, forfeiture or other dispositions to be decided by the Board of Directors of the Company. 2

business of the Company, which, measured by revenue generated, accounts at least 10% of the Company's business; 1.2 solicit any officer, director, employee or agent of the Company to become an officer, director, employee or agent of the Executive, his respective affiliates or anyone else; 1.3 engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of the Company or any trade name used by it that is (i) directly or indirectly competitive with the business of the Company or (ii) engaged in any related activity where the use of such name is reasonably likely to result in confusion; and 1.4 transfer, sell, assign, pledge, hypothecate, give, create a security interest in or lien on, place in trust (voting or otherwise), or in any other way dispose of more than 1% of total outstanding shares of the Company as of the date of said disposition in one or a series of related transactions directly owned of record by the Executive to any person which is competitive with any significant aspect of the business of the Company, which, measured by revenue generated, accounts at least 10% of the Company's business. 2. VIOLATION OF THIS AGREEMENT 2.1 In the event that the Executive do not comply with the terms of this Agreement, any profit sharing or stock options to which the Executive would otherwise be entitled shall be subject restriction, forfeiture or other dispositions to be decided by the Board of Directors of the Company. 2

In the event the Executive does not comply with the terms of this Agreement, the Company reserves the right to discharge the Executive as an employee. Furthermore, the Company reserves the right to recover monetary damages from the Executive, and the Company may also recover punitive damages to the extent permitted by law. In the event that monetary damages are an inadequate remedy for any harm suffered by the Company as a result of a breach of this Agreement by the Executive, the Company may also seek other relief, including an order of specific performance or injunctive relief. 2.3 The Executive further agree to indemnify and hold the Company harmless from any damages, losses, costs or liabilities (including legal fees and the costs of enforcing this indemnity agreement) arising out of or resulting from failure of the Executive to abide by the terms of this Agreement. 3. ACKNOWLEDGMENT 3.1 The Executive agree that, in light of the substantial benefits the Executive will receive as the Company's employee, the terms contained in this Agreement are necessary and reasonable in all respects and that the restrictions imposed on the Executive are reasonable and necessary to protect the Company's legitimate business interests. Additionally, the Executive hereby acknowledge and agree that the restrictions imposed on the Executive by this Agreement will not prevent the Executive from obtaining employment in its field of expertise or cause the Executive undue hardship. 3.2 By accepting this Agreement, the Executive acknowledge that, given the nature of the Company's business, the provisions contained in this Agreement contain reasonable limitations as to time, geographical area and scope of activity to be restrained, and do not impose a greater restraint than is necessary to protect and preserve the Company and to protect the Company's legitimate interests. If, however, the provisions of this Agreement are determined by any court of competent jurisdiction or any arbitrator to be unenforceable by reason of its extending for too long a period of time or over too large a geographic area or by reason of its being too extensive in any other respect, or for any other reason, it 3

will be interpreted to extend only over the longest period of time for which it may be enforceable and over the

In the event the Executive does not comply with the terms of this Agreement, the Company reserves the right to discharge the Executive as an employee. Furthermore, the Company reserves the right to recover monetary damages from the Executive, and the Company may also recover punitive damages to the extent permitted by law. In the event that monetary damages are an inadequate remedy for any harm suffered by the Company as a result of a breach of this Agreement by the Executive, the Company may also seek other relief, including an order of specific performance or injunctive relief. 2.3 The Executive further agree to indemnify and hold the Company harmless from any damages, losses, costs or liabilities (including legal fees and the costs of enforcing this indemnity agreement) arising out of or resulting from failure of the Executive to abide by the terms of this Agreement. 3. ACKNOWLEDGMENT 3.1 The Executive agree that, in light of the substantial benefits the Executive will receive as the Company's employee, the terms contained in this Agreement are necessary and reasonable in all respects and that the restrictions imposed on the Executive are reasonable and necessary to protect the Company's legitimate business interests. Additionally, the Executive hereby acknowledge and agree that the restrictions imposed on the Executive by this Agreement will not prevent the Executive from obtaining employment in its field of expertise or cause the Executive undue hardship. 3.2 By accepting this Agreement, the Executive acknowledge that, given the nature of the Company's business, the provisions contained in this Agreement contain reasonable limitations as to time, geographical area and scope of activity to be restrained, and do not impose a greater restraint than is necessary to protect and preserve the Company and to protect the Company's legitimate interests. If, however, the provisions of this Agreement are determined by any court of competent jurisdiction or any arbitrator to be unenforceable by reason of its extending for too long a period of time or over too large a geographic area or by reason of its being too extensive in any other respect, or for any other reason, it 3

will be interpreted to extend only over the longest period of time for which it may be enforceable and over the largest geographical area as to which it may be enforceable and to the maximum extent in all other aspects as to which it may be enforceable, all as determined by such court or arbitrator in such action. 4. MISCELLANEOUS 4.1 This Agreement shall be governed by and construed in accordance with the laws of the Cayman Islands, without regard to any conflicts of laws provision thereof. 4.2 If any provision of this Agreement or any portion thereof is declared invalid, illegal, or incapable of being enforced by any court of competent jurisdiction, the remainder of such provisions and all of the remaining provisions of this Agreement shall continue in full force and effect. 4.3 Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. 4.4 Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof shall not be deemed a waiver of such term, covenant, or condition, nor shall any waiver or relinquishment of, or failure to insist upon strict compliance with, any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times. 4.5 Executive acknowledges (i) that he has consulted with or has had the opportunity to consult with independent counsel of his own choice concerning this Agreement and has been advised to do so by the Company, and (ii) that he has read and understands the Agreement, is fully aware of its legal effect, and has entered into it freely based on his own judgment. 4.6 This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but

will be interpreted to extend only over the longest period of time for which it may be enforceable and over the largest geographical area as to which it may be enforceable and to the maximum extent in all other aspects as to which it may be enforceable, all as determined by such court or arbitrator in such action. 4. MISCELLANEOUS 4.1 This Agreement shall be governed by and construed in accordance with the laws of the Cayman Islands, without regard to any conflicts of laws provision thereof. 4.2 If any provision of this Agreement or any portion thereof is declared invalid, illegal, or incapable of being enforced by any court of competent jurisdiction, the remainder of such provisions and all of the remaining provisions of this Agreement shall continue in full force and effect. 4.3 Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. 4.4 Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof shall not be deemed a waiver of such term, covenant, or condition, nor shall any waiver or relinquishment of, or failure to insist upon strict compliance with, any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times. 4.5 Executive acknowledges (i) that he has consulted with or has had the opportunity to consult with independent counsel of his own choice concerning this Agreement and has been advised to do so by the Company, and (ii) that he has read and understands the Agreement, is fully aware of its legal effect, and has entered into it freely based on his own judgment. 4.6 This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the 4

same instrument. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. ABC INC. By: Title: ACCEPTED AND AGREED TO: By: Name: 5

EXHIBIT 10.29 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is made on this 1st day of October, 2002 in Beijing, People's Republic of China ("PRC") by and between Communication Over The Air Inc, an exempted company formed pursuant to the laws of the Cayman Islands ("Party A") and Mobileren Inc., a company formed pursuant to the laws of the British Virgin Island ("Party B" and individually a "Party" and together with Party A the "Parties").

same instrument. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. ABC INC. By: Title: ACCEPTED AND AGREED TO: By: Name: 5

EXHIBIT 10.29 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is made on this 1st day of October, 2002 in Beijing, People's Republic of China ("PRC") by and between Communication Over The Air Inc, an exempted company formed pursuant to the laws of the Cayman Islands ("Party A") and Mobileren Inc., a company formed pursuant to the laws of the British Virgin Island ("Party B" and individually a "Party" and together with Party A the "Parties"). WHEREAS A. Party A, through its subsidiaries, is engaged in the business of development of technologies and provision of services relating to communications over electronic infrastructures, as well as the development and application of Internet software and online databases and, has accumulated operational and managerial expertise and advanced technologies in these areas. B. Party B has obtained expertise in advising companies engaging in businesses similar to those of Party A. C. Party B desires to provide services, support and assistance to Party A in respect of Party A's business operations and Party A desires to retain Party B to provide the foregoing services and support. NOW, THEREFORE, in consideration of the terms and agreements herein contained, the parties hereby agree as follows: 1. Content of Services Party B shall, upon request from Party A, advise and provide Party A with consulting services with respect to web site technology; website server application software; systems solutions; short message services; training of technical and management personnel; value-added information and telecommunication services operation and other technical and business consultation that Party A may reasonably request in connection with the operation of its main businesses. The term of this consulting service is 6 months. 2. Service Fee 2.1 During the term of this Agreement, in consideration of the provision by 1

EXHIBIT 10.29 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is made on this 1st day of October, 2002 in Beijing, People's Republic of China ("PRC") by and between Communication Over The Air Inc, an exempted company formed pursuant to the laws of the Cayman Islands ("Party A") and Mobileren Inc., a company formed pursuant to the laws of the British Virgin Island ("Party B" and individually a "Party" and together with Party A the "Parties"). WHEREAS A. Party A, through its subsidiaries, is engaged in the business of development of technologies and provision of services relating to communications over electronic infrastructures, as well as the development and application of Internet software and online databases and, has accumulated operational and managerial expertise and advanced technologies in these areas. B. Party B has obtained expertise in advising companies engaging in businesses similar to those of Party A. C. Party B desires to provide services, support and assistance to Party A in respect of Party A's business operations and Party A desires to retain Party B to provide the foregoing services and support. NOW, THEREFORE, in consideration of the terms and agreements herein contained, the parties hereby agree as follows: 1. Content of Services Party B shall, upon request from Party A, advise and provide Party A with consulting services with respect to web site technology; website server application software; systems solutions; short message services; training of technical and management personnel; value-added information and telecommunication services operation and other technical and business consultation that Party A may reasonably request in connection with the operation of its main businesses. The term of this consulting service is 6 months. 2. Service Fee 2.1 During the term of this Agreement, in consideration of the provision by 1

Party B of the consulting services set forth above, Party A shall pay Party B a consulting fee ("Consulting Fee") of USD90,000. The Consulting Fee shall be paid in two parts. The first part shall be paid at $60,000 within one week after signing of this agreement. The rest shall be paid in 6 installments at $5,000 per month and shall be paid in the last week of each month for such month. 3. Representations and Warranties 3.1 Each Party represents and warrants that as of the date of signing hereof: 3.1.1 It has full power and authority (corporate or otherwise) to execute and deliver this agreement as an independent legal person and to carry out its responsibilities and obligations outlined herein; and 3.1.2 It has executed and delivered all necessary documentation and secured or engaged in all necessary activities to enable it to perform this agreement. 3.1.3 This agreement, upon execution and delivery, constitutes legal, valid and enforceable obligations of each

Party B of the consulting services set forth above, Party A shall pay Party B a consulting fee ("Consulting Fee") of USD90,000. The Consulting Fee shall be paid in two parts. The first part shall be paid at $60,000 within one week after signing of this agreement. The rest shall be paid in 6 installments at $5,000 per month and shall be paid in the last week of each month for such month. 3. Representations and Warranties 3.1 Each Party represents and warrants that as of the date of signing hereof: 3.1.1 It has full power and authority (corporate or otherwise) to execute and deliver this agreement as an independent legal person and to carry out its responsibilities and obligations outlined herein; and 3.1.2 It has executed and delivered all necessary documentation and secured or engaged in all necessary activities to enable it to perform this agreement. 3.1.3 This agreement, upon execution and delivery, constitutes legal, valid and enforceable obligations of each party in accordance with the terms and conditions herein. 4. Confidentiality 4.1 Provided that the appropriate written permission has been acquired from the other Party, each Party shall ensure that it only discloses such commercial secrets to its respective employees, advisors, agents or contractors for the purposes of performing this Agreement. Furthermore, each Party guarantees to the other Party that any such employees, advisors, agents or contractors will maintain the confidentiality of such commercial secrets thus disclosed, failing of which shall make such Party liable for the corresponding damages. 4.2 Each Party shall, upon the other Party's request, return, destroy, or otherwise dispose of by other means all documents, information or software containing commercial secrets relating to the other Party, and cease to use such commercial secrets. 5. Breach 5.1 In the event that either Party breaches or fails to fully carry out any of its representations, warrants, agreements or obligations hereunder, or fails to 2

do so in the manner agreed upon in this Agreement, the non-breaching Party May send a written notice to the breaching Party, demanding that the breaching Party corrects within ten (10) days thereof such breach, continues to perform the Agreement and takes sufficient, effective and timely measures to clear up any consequences of such breach, as well as to compensate the non-breaching Party for any losses that it May have sustained as a consequence of such breach. 5.2 In the event that the breaching Party is liable for compensating the non-breaching Party for any losses that the latter has sustained due to the breach, then the total amount of compensatory damages shall be equivalent to the total losses sustained as a result of said breach, including contractual interests that the non-breaching party would have been able to obtain if the Agreement being performed. However, the compensation shall not exceed the value of the losses that is actually been foreseen or reasonably foreseeable by the Parties to be likely ensuing from the breach of this Agreement. 6. Force Majeure 6.1 "Force Majeure " refers to any event, including, but not limited to, wars or natural disasters, that is unforeseeable, the occurrence and effect of which is unavoidable and insurmountable. 6.2 Should a Party, due to the occurrence of Force Majeure, fail to perform this Agreement in full or in part, such Party shall, in light of the effect of the Force Majeure, be exempted from all or some of its responsibilities

do so in the manner agreed upon in this Agreement, the non-breaching Party May send a written notice to the breaching Party, demanding that the breaching Party corrects within ten (10) days thereof such breach, continues to perform the Agreement and takes sufficient, effective and timely measures to clear up any consequences of such breach, as well as to compensate the non-breaching Party for any losses that it May have sustained as a consequence of such breach. 5.2 In the event that the breaching Party is liable for compensating the non-breaching Party for any losses that the latter has sustained due to the breach, then the total amount of compensatory damages shall be equivalent to the total losses sustained as a result of said breach, including contractual interests that the non-breaching party would have been able to obtain if the Agreement being performed. However, the compensation shall not exceed the value of the losses that is actually been foreseen or reasonably foreseeable by the Parties to be likely ensuing from the breach of this Agreement. 6. Force Majeure 6.1 "Force Majeure " refers to any event, including, but not limited to, wars or natural disasters, that is unforeseeable, the occurrence and effect of which is unavoidable and insurmountable. 6.2 Should a Party, due to the occurrence of Force Majeure, fail to perform this Agreement in full or in part, such Party shall, in light of the effect of the Force Majeure, be exempted from all or some of its responsibilities hereunder, except where PRC laws provide otherwise. 6.3 Should a Party fail to perform on time its duties under this Agreement and subsequently Force Majeure were to occur, such Party shall not be exempted from any of its liabilities hereunder as a result of its failure to perform said duties. 6.4 Should a Party be unable to perform this Agreement as a result of Force Majeure, it shall inform the other Party, as soon and as quickly as possible following the occurrence of such Force Majeure, of the situation and the reason(s) for the nonperformance, so as to minimize any losses incurred by the other Party as a consequence thereof. Furthermore, within a reasonable period of time after the notification of Force Majeure has been provided, the Party encountering Force Majeure shall provide a legal certificate issued by a public notary (or other appropriate organization) of the place wherein the Force Majeure occurred, in witness of the same. 3

6.5 The Party affected by Force Majeure may suspend the performance of its obligations under this Agreement until any disruption resulting from the Force Majeure has been resolved. However, such Party shall make every effort to eliminate any obstacles resulting from the Force Majeure, thereby minimizing to the greatest extent possible its adverse effects, as well as any resulting losses. 7. Amendments and Termination 7.1 This Agreement shall not be amended or assigned, except by means of a written instrument executed by the duly authorized representatives of both Parties. 8. Settlement of Disputes and Applicable Law 8.1 Should a dispute arise between the Parties in connection with the interpretation or performance of this Agreement, they shall attempt to resolve such dispute through friendly consultations between themselves. If the dispute cannot be resolved within thirty (30) days after the commencement of such consultations, then either Party may submit it to the China International Economic and Trade Commission in Beijing for arbitration in accordance with its current effective arbitration rules. 8.2 The execution, validity, interpretation and performance of this Agreement shall all be subject to the laws of New York, as shall the resolution of any disputes arising in respect of this Agreement. 8.3 During an arbitration, the Parties shall, to the extent possible, continue to implement those parts of this

6.5 The Party affected by Force Majeure may suspend the performance of its obligations under this Agreement until any disruption resulting from the Force Majeure has been resolved. However, such Party shall make every effort to eliminate any obstacles resulting from the Force Majeure, thereby minimizing to the greatest extent possible its adverse effects, as well as any resulting losses. 7. Amendments and Termination 7.1 This Agreement shall not be amended or assigned, except by means of a written instrument executed by the duly authorized representatives of both Parties. 8. Settlement of Disputes and Applicable Law 8.1 Should a dispute arise between the Parties in connection with the interpretation or performance of this Agreement, they shall attempt to resolve such dispute through friendly consultations between themselves. If the dispute cannot be resolved within thirty (30) days after the commencement of such consultations, then either Party may submit it to the China International Economic and Trade Commission in Beijing for arbitration in accordance with its current effective arbitration rules. 8.2 The execution, validity, interpretation and performance of this Agreement shall all be subject to the laws of New York, as shall the resolution of any disputes arising in respect of this Agreement. 8.3 During an arbitration, the Parties shall, to the extent possible, continue to implement those parts of this Agreement unrelated to such arbitration. 9. Miscellaneous 9.1 Failure or delay on the part of either Party to exercise any right hereunder shall not operate or be interpreted as a waiver thereof, nor shall any single or partial exercise of any right preclude any other future exercise thereof. 9.2 The invalidity of any provision of this Agreement shall not affect the validity of any other provision hereof. 9.3 Any matter not specified in this Agreement shall be handled through discussions between the Parties and resolved in accordance with the laws of PRC. 4

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the year and day first above written. COMMUNICATION OVER THE AIR INC.
/s/ Nick Yang ---------------------------------------------Signature of authorised representative Name: Nick Yang

MOBILEREN INC.
/s/ Yunfan Zhou ---------------------------------------------Signature of authorised representative Name: Yunfan Zhou

5

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the year and day first above written. COMMUNICATION OVER THE AIR INC.
/s/ Nick Yang ---------------------------------------------Signature of authorised representative Name: Nick Yang

MOBILEREN INC.
/s/ Yunfan Zhou ---------------------------------------------Signature of authorised representative Name: Yunfan Zhou

5

. . . Exhibit 21.1 List of subsidiaries of KongZhong Corporation
Name ---KongZhong Information Technologies (Beijing) Co., Ltd. Jurisdiction of Incorporation ----------------------------People's Republic of China

Exhibit 23.1 [DELOITTE TOUCHE TOHMATSU LETTERHEAD] To the Board of Directors of KongZhong Corporation: We consent to the use in the Registration Statement of KongZhong Corporation on Form F-1 of our audit report dated March 18, 2004, appearing in the prospectus, which is part of this Registration Statement. We also consent to the reference made to us under the section entitled "Experts" in this prospectus.
/s/ Deloitte Touche Tohmatsu

Hong Kong June 3, 2004

. . . Exhibit 21.1 List of subsidiaries of KongZhong Corporation
Name ---KongZhong Information Technologies (Beijing) Co., Ltd. Jurisdiction of Incorporation ----------------------------People's Republic of China

Exhibit 23.1 [DELOITTE TOUCHE TOHMATSU LETTERHEAD] To the Board of Directors of KongZhong Corporation: We consent to the use in the Registration Statement of KongZhong Corporation on Form F-1 of our audit report dated March 18, 2004, appearing in the prospectus, which is part of this Registration Statement. We also consent to the reference made to us under the section entitled "Experts" in this prospectus.
/s/ Deloitte Touche Tohmatsu

Hong Kong June 3, 2004

Exhibit 23.3 MAPLES AND CALDER CAYMAN EUROPE ASIA KongZhong Corporation 8/F, Tower A, Yuetan Building No. 2 Yuetan North Street Beijing, China 100045 3rd June, 2004 Dear Sirs: KONGZHONG CORPORATION We have acted as Cayman Islands legal advisers to KongZhong Corporation (the "Company") in connection with the Company's registration statement on Form F-1 (the "Registration Statement"), to be filed with the Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended, relating to the offer of American Depositary Shares of the Company.

Exhibit 23.1 [DELOITTE TOUCHE TOHMATSU LETTERHEAD] To the Board of Directors of KongZhong Corporation: We consent to the use in the Registration Statement of KongZhong Corporation on Form F-1 of our audit report dated March 18, 2004, appearing in the prospectus, which is part of this Registration Statement. We also consent to the reference made to us under the section entitled "Experts" in this prospectus.
/s/ Deloitte Touche Tohmatsu

Hong Kong June 3, 2004

Exhibit 23.3 MAPLES AND CALDER CAYMAN EUROPE ASIA KongZhong Corporation 8/F, Tower A, Yuetan Building No. 2 Yuetan North Street Beijing, China 100045 3rd June, 2004 Dear Sirs: KONGZHONG CORPORATION We have acted as Cayman Islands legal advisers to KongZhong Corporation (the "Company") in connection with the Company's registration statement on Form F-1 (the "Registration Statement"), to be filed with the Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended, relating to the offer of American Depositary Shares of the Company. We hereby consent to the reference to our name under the headings "Risk Factors", "Enforceability of Civil Liabilities" and "Taxation" in the prospectus included in such Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the regulations promulgated thereunder. Yours faithfully,
/s/ MAPLES and CALDER Asia MAPLES AND CALDER ASIA

1504 One International Finance Centre, 1 Harbour View Street, Hong Kong Telephone: (852) 2522 9333 Facsimile: (852) 2537 2955 Email: hkinfo@maplesandcalder.com www.maplesandcalder.com Resident Hong Kong Partners: Christine Chang (England and Wales), Linda Martin (England and Wales), Spencer Privett (England and Wales).

Exhibit 23.3 MAPLES AND CALDER CAYMAN EUROPE ASIA KongZhong Corporation 8/F, Tower A, Yuetan Building No. 2 Yuetan North Street Beijing, China 100045 3rd June, 2004 Dear Sirs: KONGZHONG CORPORATION We have acted as Cayman Islands legal advisers to KongZhong Corporation (the "Company") in connection with the Company's registration statement on Form F-1 (the "Registration Statement"), to be filed with the Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended, relating to the offer of American Depositary Shares of the Company. We hereby consent to the reference to our name under the headings "Risk Factors", "Enforceability of Civil Liabilities" and "Taxation" in the prospectus included in such Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the regulations promulgated thereunder. Yours faithfully,
/s/ MAPLES and CALDER Asia MAPLES AND CALDER ASIA

1504 One International Finance Centre, 1 Harbour View Street, Hong Kong Telephone: (852) 2522 9333 Facsimile: (852) 2537 2955 Email: hkinfo@maplesandcalder.com www.maplesandcalder.com Resident Hong Kong Partners: Christine Chang (England and Wales), Linda Martin (England and Wales), Spencer Privett (England and Wales).


								
To top