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Cooperation Agreement - KONGZHONG CORP - 6-4-2004

VIEWS: 3 PAGES: 77

									                                                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 value-
added 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
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 value-
added 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.

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.

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
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.

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

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 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

                                                      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
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.

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
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
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 one-
month 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.

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.

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,
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.

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.

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

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
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
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 air-
conditioner'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
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.

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

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

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

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
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
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.

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.

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
        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.

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.
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

                                                       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
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.

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
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, 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
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

(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
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

                                       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.

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.

                                                          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
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,
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:

                                               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
(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

                                       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
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
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").

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 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
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
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
.

                                                     .
                                                     .

                                                Exhibit 21.1

List of subsidiaries of KongZhong Corporation

    Name                                                       Jurisdiction of Incorporation
    ----                                                       -----------------------------

    KongZhong Information Technologies (Beijing) Co., Ltd.     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.

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).
 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

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).


								
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