Agreement on Short Message Service Cooperation

1)  

As a provider of the short-messaging platform, Party A shall provide networking channels to Party B with compensation.

2)  

Party B shall use Party A’s short-messaging system to provide the following information and application services to Party A’s “GoTone” and “M-Zone” and “Shenzhouxing” subscribers, and other subscribers permitted by Party A. Party B shall, according to subscribers’ subscription, provide timely information services with quality to subscribers.

3)  

Party A shall use its billing and business supporting system to provide Party B with billing and fee collection service. Service fees collected shall be shared by both parties.

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, bank account and other materials relating to the normal operation of business provided by Party B.

2)  

Party A shall provide short-message service to the short-message gateway provided by Party B, and shall be responsible for providing Party B with short-message gateway and short-message traffic volume control. Party A shall have the right to timely adjust short-message traffic volume according to its short-message center’s capacity.

3)  

Any expansion of Party B’s business or its application to alter its business must 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 mobile phone users and the right to learn the truth about Party B’s business and have 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 management regulations of the Monternet services, performance examining items, and standards and documentation of customer services that Party B shall comply with and implement according to Party A’s requests. Party A shall carry out examines on Party B’s performance according to the above-mentioned management regulations. Party A shall reward or penalize Party B accordingly in accordance with such evaluation results, details included in Measures for Evaluation, Rewards and Penalty of Guangdong Monternet SMS SPs. Party B shall develop its Monternet business in accordance with the customer service requirements of Party A and any complaint against Party B shall be approached with reference to Guangdong Administrative Regulations on Monternet Customer Services.

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’ using of Party B’s services.

7)  

Party A shall provide Party B with a customer service number for the customer to make complaint and enquire calls. And 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 customers’ business-related complaints and enquiries. Party A shall have the right to forward to Party B customer enquiries and complaints caused by non-network communication problems arising from such business. Party A shall be liable for such customer enquires and complaints caused by 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 Party B with the traffic volume information of the short-messages sent via the short-message gateway used by Party B. Such traffic volume information shall be the basis for the settlement of short-message service fee.

10)  

Party A shall have the right to verify the profit forecast of the parties provided by Party B to Party A prior to the commence of the service.

11)  

Party A and Party B may jointly engage in marketing and customer advertisement. Party A shall have 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 Party A’s corporate name and other brand specifications, it shall be subject to Party A’s prior examination and approval.

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 complies with relevant regulations of the state pricing authority.

2)  

Party B shall comply with relevant state policies, laws, decrees in regard to telecommunication and internet information. Party B shall ensure the information content

provided by it not to violate relevant state laws, regulations and policies, and ensure not to use Party A’s system deliver nine categories of illegal information listed in Information Source Networking Information Safety and Security Liability Statement (Appendix 4). Party B shall be responsible for filtering the information content provided to subscribers (including the information content edited by subscribers via Party B’s websites), and eliminating each sort of unhealthy or illegal information.

3)  

In the event that Party A receives customers complaints with respect to transmitting illegal information, Party B shall furnish Party A’s customer service department its preliminary response within 2 hours and find out the reasons within one working day, and Party B shall be responsible for immediately ceasing transmitting illegal information.

4)  

Party B shall verify subscribers’ true identity and display calling number along with the short-message, and no anonymous short-message or short-message with only nick name displayed shall be delivered to other subscribers’ mobile telephone (except chatting business of virtual community).

5)  

Party B shall strictly control any function of group short-message service provided by it and ensure a piece of short-message can be delivered to at most 1-2 calling numbers.

6)  

During the term of this Agreement, Party B shall not, through either channel and on either level of business, communicate to third parties Party A’s mobile data application business. Party B shall establish a separate database for Party A’s mobile subscribers (135-139), which is separated from the subscribers of the third parties. Party B shall not, by means of any sort of business (including short-message chatting, edited short-message and delivering short-message via internet, etc.) and at its own discretion, realize disguised connection between Monternet business and the third party.

7)  

Within the term of this Agreement, Party B shall not deliver advertisement or other irrelevant information to subscribers. Any expansion or alternation of Party B’s business shall be subject to Party A’s review and approval, and be verified by Party A’s billing examination. Party B shall duly furnish Party A the business materials that need to be accepted by Party B.

8)  

Within the term of this Agreement, Party B shall furnish Party A, according to Party A’s requirement, a report with the data including status of subscriber development, subscriber classification, subscriber using customs, and business forecast, etc., and duly transfer Party A the subscribers materials necessary for managing such business, and ensure that Party A’s subscriber database is upgraded. Party A shall keep such information confidential in according with Article 6 “Confidential Clause”. Party B shall be responsible for providing system to keep a log and shall keep historical records for at least one month.

9)  

Party B shall ensure that subscribers are well aware of the price, content and the means by which such services are provided prior to the subscribers accept each service provided.

10)  

On the basis of the principle of voluntaries, Party B shall obtain subscriber’s consent prior to Party B providing its services, and shall, according to subscribers’ customization requirements, provide subscribers with duly information service with correct quality and quantity.

11)  

Party B shall comply with and implement Party A’s management regulations, standards and documentation of customer service with respect to Monternet business, and accept Party A’s inspection and supervision. If Party B withdraws from providing Monternet service for whatever reason (including compulsory withdraws in Party A’s examination), Party B shall be responsible for providing a one-month grace period, within which Party B shall continue

providing its service and make an announcement of ceasing service on its website (WWW/WAP) or through other channels.

12)  

Party B shall be responsible for handling customer enquiries and complaints that are not caused by internet gateway, and establish effective channels for complaints to which Party A’s customer services center can forward the complaints. Party B shall assume the ultimate liability to customer for those customer complaints for which neither Party A nor Party B can reasonably explain.

13)  

Party B shall be responsible for include the characters of collecting service fee to each message submitted according to format required by Party A.

14)  

Party B shall be solely liable for tax payment on its profit.

15)  

Party A shall issue a formal invoice to Party A for such information service fee 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 shall include the “MONTERNET” brand as required by Party A.

17)  

Within 6 months after the entry into force of this Agreement, Party B shall not, in Guangdong Province, conduct the same or similar short-message business listed in the Appendix of this Agreement with the third party.

1)  

Responsibilities for maintenance of the parties shall be divided at the point where the parties’ equipments connect; each Party shall perform its respective obligations to ensure the normal operation of its business.

2)  

Detailed responsibilities of the parties are listed in Appendix 1 hereto.

1)  

Party A shall be entitled to the transmission fee arising from subscribers’ or Party B’s using of short-message function. And Party A shall jointly share the service fees paid by subscribers with Party B based on a certain ratio.

2)  

If subscribers refuse to pay the service fees due to the quality of Party B’s service, such unpaid sum shall be deducted from Party B’s service fees.

3)  

In case Party B fails to include the characters of collecting service fee to each message submitted according to format required, Party A shall not include such sum in the services fees collected for Party B and Party B shall be solely liable for any consequence arising therefrom.

4)  

Detailed method for billing and settlement is set forth in Appendix 2 hereto.

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.

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 party in breach responsible for such breach, requires the party in breach to reverse such impact and make corresponding compensations, and to terminate this Agreement.

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 days 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 resolve dispute by negotiation, either Party may file an action in

front of the court of the place where Party A is located.

5)  

This Agreement shall enter into force after being signed by the representatives of the Parties and affixed with the official seal of the Parties; the term hereof shall be two years, which is renewable upon agreement by both Party A and Party B through consultation.

6)  

This Agreement and its Appendixes are made into four counterparts, every two for each party, all with equal legal effect.