EXCLUSIVE TECHNICAL CONSULTING AND SERVICES AGREEMENT

      This Exclusive Technical Consulting and Services Agreement (the
"Agreement") is entered into in Beijing as of October 10, 2003, between the
following two parties:

PARTY A:KONGZHONG INFORMATION TECHNOLOGIES (BEIJING) CO., LTD.

PARTY B:BEIJING AIRINBOX INFORMATION TECHNOLOGIES CO., LTD.





      WHEREAS,

     1. Party A, a wholly foreign-owned enterprise registered in People's
Republic of China (the "PRC", excluding Hong Kong Special Administration
District, Macao Special Administration District and Taiwan area , for the
purpose of this "Agreement" ) under the laws of PRC, which owns resources to
provide the technical and consulting services.

     2. Party B, a wholly domestic invested company registered in PRC, is
licensed by relevant government authorities to engage in the business of the
Internet information provision service and value-added telecommunication
service;

     3. Party A agrees to be the provider of technical and consulting services
to Party B, and Party B hereby agrees to accept such technical and consulting
services;

     WHEREAS, Party A and Party B, through friendly negotiation and based on the
equality and mutual benefit, enter into the Agreement as follows:


1.   TECHNICAL CONSULTING AND SERVICES; OWNERSHIP AND EXCLUSIVE INTERESTS

     1.1  During the term of this Agreement, Party A agrees to provide the
          relevant technical consulting and services to Party B (the content is
          specified in Appendix 1) in accordance with the Agreement.

     1.2  Party B hereby agrees to accept such technical and consulting
          services. Party B further agrees that, during the term of this
          Agreement, it shall not utilize any third party to provide such
          technical and consulting services for such above-mentioned business
          without the prior written consent of Party A.

     1.3  Party A shall be the sole and exclusive owner of all rights, title,
          interests and intellectual property rights arising from the
          performance of this Agreement, including, but not limited to, any
          copyrights, patent, know-how, commercial secrets and otherwise,
          whether developed by Party A or Party B based on Party



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          A's  intellectual property.

     1.4  Party B covenant that Party A or its affiliated companies have the
          priority on cooperation with Party B in the same condition in case
          Party B is going to cooperate with other enterprises in respect of any
          business.

2.   CALCULATION AND PAYMENT OF THE FEE FOR TECHNICAL AND CONSULTING SERVICES
     (THE "FEE")

     Both Parties agree that the Fees under this Agreement shall be RMB five
     million yuan (RMB5,000,000).

3.   REPRESENTATIONS AND WARRANTIES

     3.1  Party A hereby represents and warrants as follows:

      3.1.1 Party A is a company duly registered and validly existing under the
            laws of the PRC;

      3.1.2 Party A has full right, power, authority and capacity and all
            consents and approvals of any other third party and government
            necessary to execute and perform this Agreement, which shall not be
            against any enforceable and effective laws or contracts;

      3.1.3 the Agreement will constitute a legal, valid and binding agreement
            of Party A enforceable against it in accordance with its terms upon
            its execution.

     3.2  Party B hereby represents and warrants as follows:

      3.2.1 Party B is a company duly registered and validly existing under the
            laws of the PRC and is licensed to engage in the business of
            Internet information provision services and value-added
            telecommunication services.

      3.2.2 Party B has full right, power, authority and capacity and all
            consents and approvals of any other third party and government
            necessary to execute and perform this Agreement, which shall not be
            against any enforceable and effective laws or contracts.

      3.2.3 Once the Agreement has been duly executed by both parties, it will
            constitute a legal, valid and binding agreement of Party B
            enforceable against it in accordance with its terms upon its
            execution.

4.   CONFIDENTIALITY

     4.1  Party B agrees to use all reasonable means to protect and maintain the
          confidentiality of Party A's confidential documents and information
          acknowledged or received by Party B by accepting the exclusive
          consulting and services from Party A (collectively the "Confidential
          Information"). Party B shall not disclose


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          or transfer any Confidential Information to any third party without
          Party A's prior written consent. Upon termination or expiration of
          this Agreement, Party B shall, at Party A's option, return all and any
          documents, information or software contained any of such Confidential
          Information to Party A or destroy it, delete all of such Confidential
          Information from any memory devices, and cease to use them. Party B
          shall take necessary measures to keep the Confidential Information to
          the employees, agents or professional consultants of Party B who are
          necessary to get to know such Information and procure them to observe
          the confidential obligations hereunder.

     4.2  The limitation stipulated in Section 4.1 shall not apply to:

      4.2.1 the materials available to the public at the time of disclosure;

      4.2.2 the materials that become available to the public after the
            disclosure without fault of Party B;

      4.2.3 the materials Party B prove to have got the control neither directly
            nor indirectly from any other party before the disclosure;

      4.2.4 the information that each Party is required by law to disclose to
            relevant government authorities, stock exchange institute, or that
            is necessary to disclose the above confidential information directly
            to the legal counselor and financial consultant in order to keep its
            usual business.

     4.3  Both Parties agree that this article shall survive the modification,
          elimination or termination of this Agreement.

5.   INDEMNITY

Party B shall indemnify and hold Party A harmless from and against any loss,
damage, obligation and cost arising out of any litigation, claim or other legal
procedure against Party A resulting from the contents of the technical
consulting and services demanded by Party B.

6.   EFFECTIVE DATE AND TERM

     6.1  This Agreement shall be executed and come into effect as of the date
          first set forth above and shall expire on December 31, 2003.

7.   TERMINATION

     7.1  This Agreement shall expire on the date due unless this Agreement is
          extended as set forth in the relevant terms hereunder.

     7.2  During the term of this Agreement, Party B cannot terminate this
          Agreement before the schedule time. Notwithstanding the
          above-mentioned, Party A may terminate this Agreement at any time with
          a written notice to Party B 30 days before such


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          termination. If Party A terminate the Agreement in advance due to
          Party B's reason, Party B shall take the liability to compensate all
          the losses caused thereby to Party A and shall pay the relevant fees
          for the services provided.

     7.3  Articles 4 and 5 shall survive after the termination or expiration of
          this Agreement.

8.   SETTLEMENT OF DISPUTES

     8.1  The parties shall strive to settle any dispute arising from the
          interpretation or performance in connection with this Agreement
          through friendly consultation. In case no settlement can be reached
          through consultation, each party can submit such matter to China
          International Economic and Trade Arbitration Commission (the
          "CIETAC"). The arbitration shall follow the current rules of CIETAC,
          and the arbitration proceedings shall be conducted in Chinese and
          shall take place in Beijing. The arbitration award shall be final and
          binding upon Both Parties. This article shall not be influenced by the
          termination or elimination of this Agreement.

     8.2  Each Party shall continue to perform its obligations in good faith
          according to the provisions of this Agreement except for the matters
          in dispute.

9.   FORCE MAJEURE

     9.1  Force Majeure, which includes but is not limited to, acts of
          governments, acts of nature, fire, explosion, typhoon, flood,
          earthquake, tide, lightning, war, means any event that is beyond the
          party's reasonable control and cannot be prevented with reasonable
          care. However, any shortage of credit, capital or finance shall not be
          regarded as an event of Force Majeure. The affected party who is
          claiming to be not liable to its failure of fulfilling this Agreement
          by Force Majeure shall inform the other party, as soon as possible, of
          the approaches of the performance of this Agreement by the affected
          party.

     9.2  In the event that the affected party is delayed in or prevented from
          performing its obligations under this Agreement by Force Majeure, only
          within the scope of such delay or prevention, the affected party will
          not be responsible for any damage by reason of such a failure or delay
          of performance. The affected party shall take appropriate means to
          minimize or remove the effects of Force Majeure and attempt to resume
          performance of the obligations delayed or prevented by the event of
          Force Majeure. After the event of Force Majeure is removed, both
          parties agree to resume performance of this Agreement with their best
          efforts.

10.  NOTICES

Notices or other communications required to be given by any party pursuant to
this Agreement shall be written in English and Chinese and shall be deemed to be
duly given when it is delivered personally or sent by registered mail or postage
prepaid mail or by a recognized courier service or by facsimile transmission to
the address of the relevant party or parties set forth below.



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<PAGE>

PARTY A: KONGZHONG INFORMATION TECHNOLOGIES (BEIJING) CO., LTD.

Room 809, Tower A, Yue Tan Building, No. 2, Yue Tan North Street, Xi Cheng
District, Beijing
Fax: (86)10 - 68083118
Tele: (86)10 - 68081818
Addressee: Yunfan Zhou


PARTY B: BEIJING AIRINBOX INFORMATION TECHNOLOGIES CO., LTD.

Room 809, Tower A, Yue Tan Building, No. 2, Yue Tan North Street, Xi Cheng
District, Beijing
Fax: (86)10 - 68083118
Tele: (86)10 - 68081818
Addressee: Yunfan Cha



11.  ASSIGNMENT

Party B shall not assign its rights or obligations under this Agreement to any
third party without the prior written consent of Party A. Party A can transfer
its rights or obligations under this Agreement to any third party without the
consent of Party B but shall inform Party B of the above assignment.

12.  SEVERABILITY

Any provision of this Agreement that is invalid or unenforceable because of any
inconsistency with relevant law shall be ineffective or unenforceable within
such jurisdiction where the relevant law governs, without affecting in any way
the remaining provisions hereof.

13.  AMENDMENT AND SUPPLEMENT

Any amendment and supplement of this Agreement shall come into force only after
a written agreement is signed by both parties. The amendment and supplement duly
executed by both parties shall be part of this Agreement and have the same legal
effect as this Agreement.

14.  GOVERNING LAW

The execution, validity, performance and interpretation of this Agreement shall
be governed by and construed in accordance with the PRC laws.


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      IN WITNESS THEREOF the Parties hereto have caused this Agreement to be
duly executed on their behalf by a duly authorized representative as of the date
first set forth above.



PARTY A: KONGZHONG INFORMATION TECHNOLOGIES (BEIJING) CO., LTD.



Authorized Representative: /s/ Yunfan Zhou
                          -------------------------------



PARTY B: BEIJING AIRINBOX INFORMATION TECHNOLOGIES CO., LTD.



Authorized Representative: /s/ Yunfan Zhou
                          -------------------------------



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                                   APPENDIX 1

              THE CONTENT LIST OF TECHNICAL AND CONSULTING SERVICES

1.   maintenances of the machine room and website;

2.   provision and maintenances of the office network;

3.   integrated security services for the website;

4.   design and implementation of the integrated structure of the network of the
     website, including the installation of the server system and 24 hours'
     daily maintenances each week;

5.   development and test of new products;

6.   marketing and strategic plan of new products;

7.   conception, creation, design, update and maintenance of the web pages;

8.   maintenance of the clients service platform;

9.   training of the employees;

10.  study and analysis on market;

11.  public relationship service


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Source: OneCLE Business Contracts.