MASTER EXECUTIVE EMPLOYMENT AGREEMENT

1.

PURPOSE OF THIS AGREEMENT AND THE SUPPLEMENTARY AGREEMENTS

1.1

The purpose of this Agreement is to set forth certain principal terms and conditions that apply to all of the employment services you render to the Company and other members of the Group, either directly or pursuant to secondments or similar arrangements. Your employment shall also be governed from time to time by certain additional written agreements entered into between you and the Company or other members of the Group (hereinafter “ Supplementary Agreements ”), as well as the written policies of the Company and the Group. The term of your employment, along with your salary and benefits and the provisions relevant to the termination of your employment by you or the Group are set forth in the Supplementary Agreements. Any of the Supplementary Agreements may be terminated, modified or amended from time to time in accordance with their respective terms. In the event of any conflict between the terms of any such Supplementary Agreement and the terms hereof, the terms hereof shall govern.

1.2

Currently, the Supplementary Agreements in effect between you and the Company are as follows:

1.2.1

the Labor Contract between AsiaInfo Technologies (China), Inc., a company organized under the laws of the People’s Republic of China (“ AsiaInfo Technologies ”) and you (the “ Labor Contract ”); and

1.2.2

the Change of Control Agreement between you and the Company dated as of the date hereof.

2.

CONFIDENTIAL INFORMATION AND INVENTIONS

3.

NON-COMPETITION

3.1

You acknowledge that:

3.1.1

you possess skills that are special, unique or extraordinary;

3.1.2

the level of compensation and the provisions in the Supplementary Agreements for compensation are partly in consideration of and conditioned upon your not competing with the Group;

3.1.3

the provisions of this Clause 3 are essential to protect the business and goodwill of the Group.

3.2

You agree that during your employment with the Group, and for a period of six (6) months thereafter (the “ Covenant Period ”) you will not render services for any organization, or engage directly or indirectly in any other employment, business, or business related activity unless you receive the prior written approval of the Company’s Board of Directors (the “ Board ”) to hold such outside employment or engage in such business or activity. Such written approval will not be unreasonably withheld if such outside employment, business or activity would not in any way be competitive with the business or proposed business of the Group or otherwise conflict with or adversely affect in any way your performance of your employment obligations to the Group.

3.3

You agree that, during your employment, you shall devote substantially all your business efforts and time to the Group. You further agree that, during your employment, you will not actively engage in any other employment, occupation or consulting activity for any direct or indirect remuneration without the prior approval of the Board; provided, however, that you may:

3.3.1

serve in any capacity with any professional, community, industry, civic, educational or charitable organization;

3.3.2

serve as a member of corporate boards or directors on which you currently serve and, with the consent of the Board (which consent shall not be unreasonably withheld or delayed), other corporate boards of directors; and

3.3.3

manage your personal investments and legal affairs so long as such activities do not materially interfere with the discharge of your duties to the Group.

3.4

You agree that during your employment and the Covenant Period, except as provided below, you will not:

3.4.1

accept employment with or render services or advice to any organization, or engage, directly or indirectly in any business that competes with the business of the Group in any province in the People’s Republic of China (the “ PRC ”) where the Group is physically located or in which it generates more than 5% of its China revenues, as well as all areas of Hong Kong, Macau and Taiwan;

3.4.2

become an owner of any company which provides products or services that are competitive with those offered or planned by the Group, including, but not limited to, companies offering system integration services or telecommunications infrastructure software products in the PRC, Hong Kong, Macau or Taiwan (the business activities referred to in this paragraph will hereinafter be referred to as the “ Business ”); or

3.4.3

directly or indirectly disrupt, damage or interfere with the operation or business of the Group by soliciting, recruiting, diverting, taking away or otherwise interfering with any customers or clients of the Group; or

3.4.4

directly or indirectly solicit or encourage any employee or consultant of the Group to terminate his or her employment or engagement, or to accept employment or an engagement with any other company.

3.5

Notwithstanding the foregoing, you may own, directly or indirectly, solely as an investment, up to, but not more than, one percent (1%) of any class of “ publicly traded securities ” of any company engaged in the Business. The term “ publicly traded securities ” shall mean securities that are traded on an internationally-recognized securities exchange.

3.6

If any restriction set forth in this Clause is found by a court or arbitrator to be unenforceable by reason of its extent, duration, geographical scope or for any other reason, then you agree, and hereby submit, to the reduction and limitation of such prohibition to such extent, duration, geographical scope or other provision as shall be deemed enforceable.

3.7

You acknowledge that irreparable harm will be suffered by the Company in the event of the breach by you of any of your obligations under this Agreement, and that the Company will be entitled, by reason of such breach or any threatened breach, to enforce by an injunction or decree of specific performance the obligations set forth in this Agreement, in addition to the Company’s other rights. Any claims asserted by you against the Company shall not constitute a defense in any injunction action brought by the Company to obtain specific enforcement.

4.

ARBITRATION

4.1

You agree that any dispute or controversy arisi