Exhibit
      4.31 
      
        

      

    


    TECHNICAL
      SERVICE AGREEMENT

    (Including
      Technical Training and Technology Intermediary Services)

     

    Project
      Name: Agreement
      07DX037 on Nationwide PHS Short Message Business

     

    Principal
      (Party A): China
      Telecommunications Corporation

     

    Agent
      (Party B): Beijing
      AirInbox Information Technologies Co., Ltd. (seal)

    


    Place
      of
      Execution: Haidian District, Beijing

    Date
      of
      Execution: June 5, 2007

    Validity
      Term: June 5, 2007 to June 5, 2008


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    AGREEMENT
      BETWEEN CHINA TELECOMMUNICATIONS 

    CORPORATION
      LIMITED AND BEIJING AIRINBOX INFORMATION 

    TECHNOLOGIES
      CO., LTD. ON NATIONWIDE PHS SHORT MESSAGE 

    BUSINESS

    


    Party
      A:
      China Telecommunications Corporation

    Address:
      31 Jinrong Street, Xicheng District, Beijing 100032, China

    Legal
      Representative: Wang Xiaochu 

    


    Party
      B:
      Beijing AirInbox Information Technologies Co., Ltd.

    Address:
      33/F,
      Tengda Plaza, 168 Xiwai Dajie, Haidian District, Beijing100044,
      

      China

    Legal
      Representative: Wu Linguang 

    


    With
      a
      view to rendering to the broad masses of Party A’s users PHS short message
      services by bringing into full play each Party’s resource advantages in its
      service field, both Parties have, on the principles of honesty and good faith,
      equality and mutual benefit, complementing each other for mutual promotion
      and
      jointly seeking development, and through full and amicable consultations,
      reached an agreement as follows on the matters regarding engaging in business
      of
      nationwide PHS short message value-added services:

    


    Article
      1 Definition

    1.1
      Communication
      Charges:
      refer to
      charges arising from PHS users’ use of Party A’s communication network
      resources. The Communication Charges shall be paid by users to Party
      A.

    1.2
      Information
      Service Fees:
      refer to
      charges arising from Party B’s rendering to PHS users’ information and
      application services. The information service fees shall be paid by users to
      Party B.

    1.3
      Unbalanced
      Downlink Communication Charges:
      refer to
      charges arising from Party B’s use of Party A’s communication network resources.
      The Unbalanced Downlink Communication charges shall be paid by Party B to Party
      A.

    


    Article
      2 Contents of Project

    2.1
      As a
      provider for support system of PHS communication network and short message
      service, Party A renders with charge to Party B the communication passage and
      short message service support, enabling Party B to engage in PHS short message
      value-added services.

    2.2
      As a
      provider of short message contents and application services, Party B renders
      to
      Party A’s users PHS short message value-added services by taking advantage of
      Party A’s PHS communication network and short message service support system.
      Party B renders to users the contents and application services in a lawful
      and
      timely manner with the required quality and quantity based upon PHS users’
requirements on order and customization.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    2.3
      Businesses provided by Party B are those in the aspects of recreational
      information, media interaction, chat community, testing, life, news as well
      as
      industry information.

    2.4
      Party
      A renders with charge to party B the business charge calculation service and
      service for collection of information service fees by taking advantage of its
      charge calculation and business support system.

    


    Article
      3 Party A’s Rights and Responsibilities

    3.1
      Party A’s Rights

    3.1.1
      Party A shall have the right to have access to, examine and verify the materials
      provided by Party B, such as business license for enterprise as legal person,
      qualification certification, business permit certification, validity of
      resources, examination and approval of commodity price as well as bank
      account.

    3.1.2
      Party A allows Party B to provide Party A’s users with short message value-added
      business during the validity term hereof with the grant of specific business
      subject to both Parties’ confirmation in the form of business list which is
      found in Annex 2 hereto.

    3.1.3
      The
      long (/short) service code assigned by Party A to Party B during the validity
      term hereof is 9855.
      Party A
      conducts management over such service code and has the right to recover it
      upon
      termination of this Agreement. In the event of adjustment of the code, Party
      A
      shall have the right to have such service code modified.

    3.1.4
      Party A shall have the right to formulate, supplement and perfect the relevant
      measures for management of PHS short message value-added business, including
      the
      evaluation, user service standards and the like, and conduct restricts and
      appraisal over Party B’s business operation in accordance with the relevant
      measures. Party A shall have the right to conduct appraisal and treatment on
      a
      monthly, quarterly, semiannual and yearly basis according to the aforesaid
      relevant management measures.

    3.1.5
      Party A shall have the right to demand Party B’s warranty on the validity of
      information and application services provided by it. Party A shall, upon
      discovery of Party B’s rendering to users information and application services
      in violation of the State’s relevant policies, laws or regulations in conducting
      businesses, have the right to demand Party B’s immediately taking the
      corresponding measures for standardization. In respect of Party B’s breach of
      contract, Party A shall have the right to terminate this Agreement, investigate
      Party B’s liabilities for breach of contract in accordance with this Agreement
      and Party A’s relevant management regulations, and deduct such part of sum in
      settling accounts.

    3.1.6
      In
      the event of users’ refusal to pay information service fees as a result of Party
      B’s failure to achieve its undertakings to users in respect of service quality,
      Party B shall bear all the liabilities. Party A shall have the right to make
      no
      collection for Party B of such information service fees, the payment of which
      is
      refused by users, without bearing any liabilities. Party A shall have the right
      to deduct in settling accounts such refund as demanded by users as a result
      of
      Party B’s failure to achieve its undertakings to users in respect of service
      quality.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    3.1.7
      In
      the event of users’ complaint due to failure of contents and application
      services provided by Party B to meet requirements as stipulated in both Parties’
agreement during the validity term hereof, Party A shall have the right to
      suspend Party B’s business and urge Party B to make rectification. Where the
      case is serious, Party A may notify Party B in writing of immediate termination
      of this Agreement. In case of economic losses incurred by Party A, Party B
      shall
      be liable for compensation therefor.

    3.1.8
      Party A shall have the right to control the short message flow and adjust in
      a
      timely manner the short message flow based upon the operation situation of
      short
      message service support system. In respect of any large quantities of abnormal
      overloaded short messages that may affect Party A’s network operation safety,
      Party A reserves its right to restrict their transmission or adjust in a timely
      manner the short message flow based upon the capacity of short message service
      support system; in the meantime, Party A shall have the right to advise Party
      B
      to deal with junk information or illegal attacks from Party B within the
      specified time limit. In the event of Party B’s failure to deal with the same as
      required, Party A shall have the right to take corresponding measures; in case
      of emergencies, for protection of the lawful rights and interests of the broad
      masses users, Party A shall have the right to take the corresponding measures
      without notifying Party B thereof.

    3.1.9
      Party A shall have the right to give guidance to the price set by Party B based
      upon users’ needs and requirements of market order and cease the business in
      respect of which Party B varies without authorization the rate of service
      without settling accounts. In the event of Party B’s violation of regulations,
      Party A shall have the right to terminate this Agreement, investigate Party
      B’s
      liabilities for breach of contract in accordance with this Agreement and Party
      A’s relevant management regulations, and deduct such part of sum in settling
      accounts.

    3.1.10
      It
      is specified by Party A that the users to whom PHS short message value-added
      businesses are available fall within the effective scope of users for Party
      B’s
      calculation of charges as stipulated herein. Party A shall have the right to
      make no settlement of information service fees resulting from invalid user
      number and user number beyond the available business scope.

    3.1.11
      In
      the event that Party B fails to deal with or delays in dealing with numbers
      of
      closedown, log-down or logon provided by Party A, Party A shall have the right
      to investigate its liabilities for breach of contract and deduct such part
      of
      sum in settling accounts.

    3.1.12
      Party A shall have the right to demand Party B’s real-time submission of user’s
      personal particulars, business materials, using record and statistical record
      relating to Party B’s short message value-added businesses so as to ensure the
      real-time upgrading of Party A’s user data bank.

    3.1.13
      Party A shall have the right to deal with Party B’s acts such as affecting the
      normal operation of Party A’s network, occurrence of major loopholes or hidden
      perils, unfair competition by adopting unjust means for promotion of business
      (such as massive transmission of advertisements) or malicious fraud by
      investigating Party B’s liabilities for breach of contract. The specific
      measures may, depending on the seriousness of the case, be taken, such as
      criticizing by circulating a criticism notice, suspending modifying business,
      postponing account settlement, demanding Party B’s publicly apologizing to media
      and users, making no settlement of accounts, making rectification within a
      given
      period until the termination of this Agreement.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    3.1.14
      The ownership of the relevant equipment provided by Party A under this Agreement
      shall belong to Party A.

     

    3.2
      Party A’s Responsibilities

    3.2.1
      Party A shall be responsible for providing Party B with PHS communication
      network and short message service support system. Party A shall exert itself
      to
      ensure its normal operation and day-to-day maintenance and ensure the stable
      and
      straightway transmission of contents and application services provided by Party
      B in Party A’s network.

    3.2.2
      Party A shall be obliged to provide Party B with specifications on interface
      for
      PHS short message gateway and the relevant technical protocol standards and
      make
      preparations prior to the business testing and commencement in collaboration
      with Party B.

    3.2.3
      Party A shall be responsible for providing Party B with statements on conducting
      of short message business.

    3.2.4
      The
      number 10000 of customer service centers of Party A’s telecom (limited)
      companies at provincial (city) level shall be the call centers for acceptance
      of
      users’ complaint. Party A shall be responsible for handling users’
consultancies, appeals and complaints arising from Party A’s network
      communication issues and Party B shall be responsible for dealing with the
      various kinds of users’ consultancies and complaints not arising from Party A’s
      network communication issues and bearing the corresponding liabilities. In
      respect of the users’ complaints on which neither Party can make a reasonable
      explanation, Party A shall have the right to demand Party B’s reduction or
      exemption of charges for the corresponding users.

    3.2.5
      Each Party shall have the obligation to declare the following exception clause
      to users in commencement of such service by users, namely in the event of
      economic losses incurred by both Parties and other third parties arising from
      breakdown of Party A’s communication lines, communication technology problems,
      breakdown of network and computer, instability of system, breakdown of
      communication network not caused by Party A’s deliberate intent as well as other
      kinds of force majeure reasons, neither Party shall be liable for economic
      compensation.

    3.2.6
      Party A shall be obliged to keep confidential the user particulars provided
      by
      Party B for commencement of short message value-added business.

    


    Article
      4 Party B’s Rights and Responsibilities

    4.1
      Party B’s Rights

    4.1.1
      Party B shall, based upon the interface standards and specifications provided
      by
      Party A, have the right to develop and construct on its own PHS short message
      contents and application service system.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    4.1.2
      Party B shall have the right to provide Party A’s users with PHS short message
      value-added businesses through the network passage provided by Party A and
      charge the corresponding information service fees.

    4.1.3
      Party B shall have the right to determine the business strategy for short
      message value-added business at its own discretion and set the information
      service fees for short message value-added business, provided however that
      the
      business pricing shall be made subject to Party A’s examination and
      approval.

    4.1.4
      Party B shall have the right to have access to the relevant situations on
      conducting of Party A’s PHS short message business through statements provided
      by Party A on conducting of short message business.

    4.1.5
      Party B shall have the right to demand Party A’s provision of network
      communication services on conditions stipulated herein so as to ensure the
      stable and straightway transmission of information.

    4.1.6
      Party B shall be entitled to the information service fees settled in accordance
      with stipulations contained herein.

    


    4.2
      Party B’s Responsibilities

    4.2.1
      Party B undertakes that the materials provided by it, such as the business
      license for enterprise as legal person, certification on qualification for
      operation of content and application service, credit certificate, industrial
      and
      commercial business license, after-sales service system, examination and
      approval of commodity price as well as bank account, are valid and authentic
      and
      comply with the relevant provisions of the Ministry of Information Industry
      regarding permit for business operation.

    4.2.2
      The
      varieties of business operated by Party B shall be limited to those in the
      aspects of recreational information, media interaction, chat community, testing,
      life, news and industry information.

    4.2.3
      Party B shall be responsible on its own for the construction and maintenance
      of
      its own PHS short message contents and application service business system,
      including all the work and expenses involving cooperation businesses regarding
      hardware equipment, system debugging, commencement, system maintenance,
      day-to-day business management and market development. Party B shall also be
      responsible for optimization or upgrading and capacity expansion based upon
      the
      status of use of its system and equipment and as required by its business.
      Party
      B shall ensure that the system provided by it meets the various requirements
      on
      performance indexes with complete means of management, inquiry, statistics
      and
      analysis as required by Party A for provision of the corresponding functions.
      Party B shall ensure that the services rendered by it conform to Party A’s
      relevant specifications and business requirements.

    4.2.4
      Party B agrees to switch in Party A’s PHS short message gateway by using Party
      A’s network and bear the corresponding expenses; Party A shall conduct
      confirmation and debugging in collaboration with Party B under the system’s
      actual circumstances.

    4.2.5
      Party B shall be responsible for the debugging, commencement and maintenance
      of
      its own system, ensuring that the foregoing work does not prevent Party A’s
      existing communication network from normally running and bearing the
      corresponding liabilities for leading to breakdown of Party A’s system. Party B
      shall be obliged to ensure that no overloaded flows jeopardizing network
      security are generated in the transmission of short messages to Party A’s
      communication platform. Party B who makes alterations resulting in influence
      on
      Party A’s business operation shall give a one-month prior written notice to
      Party A. Party B undertakes to subject itself in case of emergency to Party
      A’s
      adjustment of short message business to ensure the normal and stable rendering
      of short message services.


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    4.2.6
      Party B shall be obliged to subject itself to and implement the relevant
      measures for management of PHS short message value-added business formulated
      by
      Party A, including provisions regarding user service standards and the various
      evaluation management.

    4.2.7
      Party B shall be obliged to keep confidential the relevant technology, business
      management materials, user particulars, contents of this Agreement and the
      like
      as provided by Party A. Without written consent of Party A, Party B shall not
      divulge them to a third party. Otherwise, Party B shall bear all the
      liabilities.

    4.2.8
      Party B warrants that the contents of information provided by it are in no
      violation of the relevant State policies, laws and regulations and that it
      is
      duly authorized to do so. Party B must have the special human quality and
      authorization for operation of the corresponding business (such as news,
      picture, ring download, sexologic knowledge and the like) or certification
      for
      license of the relevant contents and versions. In the event of Party B’s breach
      of contract, violation of the relevant provisions of the State, or adversely
      affecting the society or leading to any objections, claims and even litigations
      brought by a third party, Party B shall bear all the liabilities and be liable
      for compensation of any losses incurred by Party A. Party A shall have the
      right
      to terminate this Agreement, investigate Party B’s liabilities for breach of
      contract in accordance with this Agreement and Party A’s relevant management
      regulations, and deduct such part of sum in settling accounts.

    4.2.9
      Party B must conduct a real-time filtration of the information contents
      (including user-end software for massive transmission of short message, on-line
      self-writing short message and the like) provided by it, politics-sensitive
      vocabularies in particular, and prevent the event from taking place where a
      person disseminates illegal contents by making use of homophones and varied
      pronunciations of illegal vocabularies so as to ensure a safe and healthy source
      of information flowing into Party A’s network. As required by the healthy and
      stable development of PHS short message value-added business, Party B must
      ensure from time to time the upgrading and expansion of key word stock and
      ensure the timeliness, accuracy, authenticity, reliability and validity of
      information contents; in the meantime, Party B must take technical measures
      to
      have the number of a user’s on-line edition and transmission of short message
      each time limited to not more than 2 pieces, and have the ceiling of a user
      number’s on-line edition and transmission of short message per day set as not
      exceeding 200 pieces per day; in the event of Party B’s breach of contract, it
      shall bear all the liabilities.

    4.2.10
      Upon discovery of sensitive contents in violation of the relevant policies,
      laws
      and regulations of the State in users’ information, Party B must promptly take
      measures to stop the transmission of harmful information and keep a record
      of
      the relevant contents and users’ information with the backup of record being
      kept for more than six months and provided upon inquiry by the relevant
      competent authorities of the State in accordance with the law.


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    4.2.11
      Party B must provide users with sophisticated approaches for customer service
      and establish for users special customer service centers for business inquiry,
      appeal and complaint acceptance, including 7*24-hour customer service phone
      numbers such as 4008 or 800 and E-mail address, responsible for handling the
      business consultancy, charge inquiry, appeal and complaint with which users
      provide it regarding application service or content. Party B must publicly
      inform the users of its customer service approaches in such way as business
      promotion.

    4.2.12
      Party B shall be responsible for undertaking various kinds of users’
consultancies and complaints generated from the matters of this Agreement other
      than from Party A’s network communication problems. As the final party for
      resolution, Party B shall be obliged to ultimately and properly handle users’
complaints. The losses incurred by a user in using Party B’s service which is
      not attributable to Party A shall be borne by Party B. Party B shall be obliged
      to respond to the problems complained by users within two hours and completely
      resolve within 24 hours the complaints for which Party B shall be liable, as
      identified by both Parties. If it involves refunds to users, such part of
      expenses will be uniformly deducted when Party A settles information service
      fees with Party B.

    4.2.13
      Party B shall be obliged to provide Party A with the specific contact ways
      and
      name list of the relevant persons-in-charge in respect of its user service
      approaches. Party B shall be responsible for handling the user inquiry, appeal
      and complaint as forwarded by Party A’s customer service departments. In respect
      of users’ complaints on which neither Party can make a reasonable explanation,
      as the final party for resolution, Party B shall be obliged to ultimately and
      properly handle users’ complaints and bear expenses arising therefrom. Party B
      shall implement Party A’s demand for reduction or exemption of charges for the
      corresponding users.

    4.2.14
      In
      the event of Party A’s receipt of users’ complaints regarding dissemination of
      information in violation of laws and regulations, Party B must preliminarily
      revert them to Party A’s customer service departments within two hours upon
      receipt of Party A’s notice, investigate and ascertain reasons within one
      working day and be responsible for forthwith stopping dissemination of
      information in violation of laws and regulations.

    4.2.15
      Party B must ensure that the pricing of short message value-added business
      provided by it complies with the provisions of the State’s commodity price
      policies and be responsible for handling the price complaints filed by the
      relevant competent authorities or users.

    4.2.16
      Party B’s pricing for information service charge shall comply with the relevant
      provisions of Party A’s management measures. Information service fee on a piece
      basis shall in principle not exceed RMB 1 per piece; Information service fee
      on
      a single item monthly payment basis for businesses of customization type shall
      in principle not exceed RMB 15 per month; The total sum of information service
      fees on a single item and piece basis for businesses of customization type
      shall
      not exceed RMB 30 per month with pricing for special high value businesses
      being
      separately submitted for the record with commodity price authorities; the users
      shall be exempt from paying charges in respects of transmission of business
      information messages (such as business help information, price, customization
      confirmation, customer service hotline, log-out of business and etc.), business
      recommendation, user password and downlink short message illustrated in customer
      service directives.


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    4.2.17
      Party B shall be responsible for the market planning, media publicity and
      information release of businesses provided by it. Party B shall conduct business
      promotion and market publicity in its own name. Party B’s different kinds of
      promotions must tally with requirements of the State laws and regulations
      regarding advertisement publishing. In the event of harmful result due to Party
      B’s promotions, Party B shall bear the corresponding liabilities on its own.
      Party B shall give vigorous support to Party A’s arrangement for overall
      promotion and publicity. No sales promotion program may harm users’ rights and
      interests. Otherwise, Party B shall bear all the liabilities.

    4.2.18
      Party B must strictly abide by the relevant provisions of the Regulations
      of the People's Republic of China on Telecommunications, the Measures
      for Administration of Internet Information Services, the
      Interim Provisions for Administration of Internet Websites’ Engaging in News
      Publishing Businesses and
      the Circular
      Regarding Relevant Issues on Standardizing of Short Message
      Services
      as
      promulgated by the Ministry of Information Industry on April 30, 2004, and
      conduct a strict filtration of any information transmitted through Party B’s PHS
      communication network and short message service support system, the specific
      provisions of which are contained in Annex 1: the Instrument
      of Responsibility on Safety Protection of Input Network Information from
      Information Source.
      Party B
      must conduct a strict restriction and filtration of the information containing
      the foregoing contents without having it transmitted. Otherwise, Party B must
      bear all the legal liabilities arising therefrom.

    4.2.19
      Party B shall ensure the accuracy and prompt upgrading of information. Without
      Party A’s consent, Party B shall not send to China Telecom’s PHS users the
      advertisement short messages in a massive way without authorization. In the
      event of violation thereof, Party B shall bear liabilities for breach of
      contract. Party A shall have the right to impose on Party B such specific
      measures as criticizing by circulating a criticism notice, suspending change
      of
      business scope, postponing accounts settlement, demanding Party B’s publicly
      apologizing to media and users, making no settlement of accounts, making
      rectification within a given period and up to the termination of this Agreement,
      and the right to demand Party B’s bearing all the liabilities. In the event of
      Party B’s demand for massive transmission of business, it shall file an official
      written application with Party A who is to decide whether to approve such
      application according to the circumstances involved and pursuant to provisions
      of the measures for administration of business massive
      transmission.

    4.2.20
      In
      the event that Party B is compulsorily expelled in the appraisal organized
      by
      Party A or requested by Party A for termination of this Agreement due to Party
      B’s other corresponding violation of regulations, Party B shall be obliged to
      provide a one-month pre-exit buffer period at Party A’s request. During such
      period Party B shall continue to render services to users, must cease the
      corresponding violation of regulations and make an announcement to users on
      ceasing of services in its website or through other channels.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    4.2.21
      During the validity term of this Agreement, Party B shall not commence short
      message value-added services within the range of 21 provinces (cities)
      affiliated to Party A in cooperation with other PHS network operators. In the
      event of Party B’s breach of contract, Party A shall have the right to forthwith
      terminate this Agreement and demand Party B’s bearing of all the
      liabilities.

    4.2.22
      On
      the principle of users’ voluntariness, Party B must ensure that it obtains
      users’ prior consent before it renders to users any services (including services
      with charge and services free of charge) without rendering services to Party
      A’s
      users on its own by short message under the circumstance where such users are
      not informed thereof. In the meantime, Party B shall ensure that the users
      are
      fully informed of information on business (including price, business content
      and
      form, frequency of transmission, use method, main content, cancellation way,
      customer service measure and the like); Party B shall not designedly intercept
      information or send to users without authorization promotional and advertising
      information. In the event of Party B’s breach of contract, it shall bear all the
      liabilities.

    4.2.23
      Party B shall be obliged to set different subsistence period of short messages
      based upon the distinctness of business, characteristics of contents and
      business type with the subsistence period for broadcasting messages, such as
      large-scale system notice for free not exceeding 5 minutes; the subsistence
      period for business with high real-time requirements not exceeding 8 hours;
      the
      subsistence period for ordinary business not exceeding 16 hours; and the
      subsistence period for a small quantity of special business not exceeding 24
      hours. For avoidance of congestion of Party A’s PHS short message service
      support system, Party B must, in transmitting short message by way of massive
      transmission (referring to Party B’s massive transmission of short message to
      users with business order relationship), do so in a “transmitting with
      suspensions at intervals” manner, namely, the number of short message massively
      transmitted consecutively each time shall not exceed 6 pieces and a transmission
      interval of more than 5 seconds shall be set between every 2 massive
      transmissions. In the event of Party B’s breach of contract, it shall bear all
      the liabilities for network running system breakdowns arising
      therefrom.

    4.2.24
      Party B undertakes not to engage in the business operations beyond the range
      as
      agreed upon by both Parties by taking advantage of resources provided by Party
      A
      under this Agreement. Party B’s increasing any new business or business
      modification must be subject to Party A’s consent and Party B shall promptly
      deliver to Party A a written application and the relevant business materials
      in
      accordance with the business modification flow. The commencement of such
      business toward users may be made only with Party A’s consent and after passing
      business testing and charge calculation testing. In the event of modification
      or
      increase of business without permission, Party A will take the necessary penalty
      measures in respect of Party B’s violation of regulations with all the
      consequences resulting therefrom being borne by Party B alone.


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    4.2.25
      Party B must provide users with unified methods for inquiry and cancellation
      of
      services with the specific provisions being as follows:

    (1)
      Instruction 0000 on itemized cancellation of service: Party B shall, upon
      receipt of the short message 0000 edited and sent by a user to Party B’s service
      code, resend all of Party B’s short message service lists ordered by such user.
      For a user’s itemized cancellation of its customized services, no information
      service fees shall be charged in respect of such instruction.

    (2)
      Instruction 00000 on one-step logout: A user may cancel all its customized
      businesses by editing short message 00000 and sending it to Party B’s service
      code without paying any information service charge for such
      instruction.

    (3)
      Instruction on short message customer service: Party B must, upon a user’s
      sending Party B’s service code to Party B’s service code, return help
      information on customer service, the contents of which include: customer service
      phone number, recommended instructions on key businesses, brief introduction
      for
      instructions on cancellation of service (the foregoing two instructions) and
      so
      on. No information service fees shall be charged in respect of such
      instruction.

    4.2.26
      With respect to the business formally commenced following Party A’s approval,
      Party B may file an application for modification of rate of business information
      service charge only after a lapse of at least three months upon commencement
      of
      such business. Party B must, following passing Party A’s examination and
      approval and upon formal commencement of business, in the first instance give
      short message notices to users using such business in stages and batches by
      short message free of service charge. Party B must specify in the short message
      notices the detailed contents of modified rate, methods for cancellation of
      customization as well as contents such as Party B’s customer service phone
      number and website domain name; and in the meantime publish the modification
      notice in a prominent place of Party B’s website (and keep it in such place for
      one month); with respect to the modification of charge rate of business service
      in close cooperation with a third-party information source, Party B may modify
      such charge rate of business information service only subject to synchronized
      publicity of the same in the main promotional media of such third-party
      information source.

    4.2.27
      Party B shall be obliged to establish a “black list” system of customer service
      for a sound management of “black list” in respect of users in malicious
      arrearage and malicious customization and responsible for making the
      corresponding explanations to users; Party B shall be obliged to take technical
      measures to conduct supervision and control over abnormal flows so as to
      exercise supervision, control, early warning and restriction over arrearage
      which may result from high information service fees (exceeding RMB50/day/user)
      arising from malicious customization; Party B shall conduct a restrictive
      disposition of user numbers of cancelled numbers and resumed numbers provided
      by
      Party A and user numbers of cancelled numbers and unobtainable number. In the
      event of Party B’s non-prompt handling of the aforesaid users or failure to
      handle, it shall be fully liable for issues such as high amount of malicious
      arrearage arising therefrom or arrearage as a result of use of short message
      service business by users with closedown and logoff. Party A shall have the
      right to have such part of expenses uniformly deducted in settling
      accounts.


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    4.2.28
      With respect to information not ordered by users on a real-time basis and of
      a
      customized type, Party B must select with caution the time for sending of short
      message (Party B is not allowed in principle to send users the message during
      the time 0:00—7:00 and 12:30—14:00 each day) so as to avoid users’ complaints
      for influence on their lunch and supper break. In the event of Party B’s breach
      of contract, it shall bear all the liabilities.

    4.2.29
      Party B shall not provide users with inquiries on the detailed bill which shall
      be provided by Party A. In the event of Party B’s breach of contract, it shall
      bear all the liabilities.

    4.2.30
      Party B shall, upon sending by a user of ordering request to Party B each time,
      send to the user short message with the relevant contents. In the event of
      no
      retrieval of information with the relevant contents, Party B shall notify the
      user of unavailability of the relevant information by sending short message
      for
      free.

    4.2.31
      For customizations charged on a piece basis, the way of confirmation on a
      one-time basis shall be practiced: upon a user’s sending to Party B short
      message requesting for customization, Party B shall complete such user’s
      customization and send to it a short message on completion of customization
      with
      the contents including success in customization, business name, rate, frequency
      of sending, customer service phone number/website address as well as measures
      for logoff, and specify that Party B is to continue to render services and
      charge on the services in the next month in the event of no logoff. Such message
      shall be sent free of charge.

    4.2.32
      For customized business of monthly payment, the way of confirmation on a twice
      basis shall be practiced in the customization: upon a user’s sending to Party B
      short message requesting for customization, Party B shall send to the user
      a
      prompting message with its contents including business name, brief introduction
      of business, rate, frequency of sending, customer service phone number/website
      address as well as measures for confirmation of customization. Such message
      shall be sent free of charge; upon the user’s operation according to the
      measures for confirmation of customization as provided by Party B, usually
      sending a certain message to Party B; Party B shall complete such user’s
      customization and send to it a short message on completion of customization
      with
      the contents including success in customization and measures for logoff, and
      specify that Party B is to continue to render services and charge on the
      services in the next month in the event of no logoff. In case of rate of monthly
      payment for such customized business, expenses of monthly payment may be
      included in this piece of message; in case of charging on a piece basis for
      such
      customized business, this short message shall be sent free of
      charge.

    4.2.33
      The cycle of monthly payment: unless otherwise informed by Party A, the cycle
      of
      monthly payment shall be one telecommunication accounting term (natural month
      accounting term).

    4.2.34
      Time of termination of service: Party B shall terminate services to a user
      upon
      the latter’s logoff and notify the user of success in logoff of such business by
      sending a short message to it.


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    4.2.35
      Repeated customization: in the event of a user’s customization of a business
      having been customized, Party B shall send to the user a reply short message
      free of charge notifying it of success in customization of such
      business.

    4.2.36
      Measures for collection of charges of monthly payment: Party B shall, in sending
      short message on charging rate of monthly payment, fill in the charges of
      monthly payment in such message for Party A’s handling of accounting matters and
      collection of charges of monthly payment with the users.

    4.2.37
      Sending of lengthy short message: in the event of a message exceeding 90 bytes
      (45 Chinese characters, including punctuation symbols), Party B shall have
      it
      severed and sent. The information service fees for several pieces of short
      message following the severance shall be paid on a one-piece basis, e.g. only
      one piece is marked with charging information in calculation of charges on
      a
      piece basis.

    4.2.38
      For specifications on the rate of businesses with comparatively more uplink
      users such as chat and community, the nature of information service must be
      emphasized, e.g. “a rate of RMB 5 on a monthly payment basis for the information
      service of this business” and the like. In the promotion of business for free,
      emphasis must be made that, it is the information service charge and the time
      for free that may be exempted.

    4.2.39
      No
      fees shall be charged on a prompting message without substantial contents:
      for
      example, in the event of customization of services charging on a piece basis,
      the message on success in customization shall be free of charge; in the event
      of
      ordering program without retrieval of the relevant contents, the prompting
      message shall be free of charge and so on and so forth.

    4.2.40
      Party B shall cause its PHS short message content and application service
      business systems to automatically record the time of sending and receiving
      short
      messages, numbers or codes of sending-end and receiving-end and have them kept
      for more than six months.

    4.2.41
      Party B must take effective, technical and managerial measures to conduct
      necessary content verification, examination and blocking over the senders who
      “send more than 100 pieces of short messages per hour as an individual user
      and
      those sending more than ten thousand pieces of short messages per hour as a
      group user”, and Party B is required to notify without delay the person
      specially assigned by Party A for such purpose of the progress and result of
      handling in a timely manner.

    


    Article
      5 Each Party’s Maintenance Segment and Maintenance
      Responsibility

    Both
      Parties’ segments with maintenance responsibilities are divided at the junction
      point of their equipment. Both Parties shall do their respective duties and
      exert themselves to ensure the normal operation of businesses.

    


    Article
      6 Charge Calculation and Settlement

    6.1
      Principle of Generality

    6.1.1
      The
      charge calculation and settlement shall be made on the basis of call bills
      succeeding in charge calculating as collected by Party A’s calculation system.
      For business with charges being calculated on a timely basis, the calculation
      shall be launched subject to a user’s success in receipt of business; for
      business with charges being calculated on a monthly payment basis, the
      calculation shall be launched subject to a user’s authentic customization. In
      the event of a user’s refusal to pay information service fees due to Party B’s
      service quality, such charges shall be deducted from settlement made by Party
      A
      with Party B.


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    6.1.2
      In
      the event of Party B’s failure to provide Party A with information service
      charge list within the stipulated period and in the prescribed form, Party
      A
      will not count them into the part of both Parties for charge calculation and
      settlement with the corresponding consequences being borne by Party B. No
      settlement shall be made as to the business beyond the range of business
      list.

    


    6.2
      Charge Calculation Principles

    6.2.1
      The
      charge calculation cycle shall be a natural month accounting term.

    6.2.2
      Party A shall be responsible for charge calculation, entering into accounts
      and
      fund settlement following account checking with two months lapsing for term
      of
      fund settlement in respect to the month when creditor’s right and indebtedness
      actually takes place. Party A shall, prior to the 15th
      day of
      the next month, send to Party B by email Party B’s settlement notice of the last
      month subject to Party A’s verification and confirmation. In the event that
      Party B calls in question the notice, it shall render its feedback on the same
      within five working days. Failing which, it shall be deemed to have had no
      objections. Party B shall, prior to the 15th
      day of
      the second next month, send to Party A the official invoice (the unit issuing
      invoice shall be “Department of Internet Space Undertakings, China
      Telecommunications Corporation”). Party A shall, prior to the 30th
      day of
      the second next month upon receipt of official invoice, complete settlement
      of
      payments with Party B and remit the actually settled sum into the account number
      designated by Party B.

    6.2.3
      In
      the event of discrepancy between both Parties’ settlements with the discrepancy
      ratio of settlement amounting to 5% (the method of calculation on the basis
      of
      Party A’s data: (the settled charges accounted on the basis of Party A’s data of
      call bill - the
      settled charges accounted on the basis of Party B’s data of call bill)/ the
      settled charges accounted on the basis of Party A’s data of call bill) or more,
      Party B may, within two days upon receipt of reconciliation sheet, demand
      account checking. Based upon a unanimous understanding reached on the account
      checking results and reasons for discrepancy, the Party at fault must reimburse
      the other Party for such discrepancy based upon the degree of liability and
      make
      up for the difference on the principle of “settlement followed by make-up of
      difference”.

    


    6.3
      Principles for Settlement

    6.3.1
      Party A charges communication fees and information service fees on users using
      Party B’s business and makes settlement with Party B in the following options at
      Party A’s discretion:


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    (A)
      Option I

    a)
      Party
      A is fully entitled to the communication fees.

    b)
      Party
      A deducts 15% of information service fees receivable as bad debt; the remaining
      85% of information fees receivable shall be allocated by both Parties in
      accordance with different types of business and percentages as stipulated in
      Article 6.3.2.

    (B)
      Option II

    a)
      Party
      A is fully entitled to the communication fees.

    b)
      The
      information fees actually collected shall be allocated by both Parties in
      accordance with the different types of business and percentages as stipulated
      in
      Article 6.3.2.

    


    6.3.2
      The
      different types of business and percentages for allocation are as
      follows:

     

    
      	
              Number
                

              of
                

              Type

            	 	
              Business
                Types

            	 	
              Percentages
                for 

              Allocation
                (Party A : 

              Party
                B)

            
	 	 	 	 	 
	
              1

            	 	
              authorized
                information (such as weather forecast, news and other information
                needing
                to be authorized by the relevant departments)

            	
               

            	
              15:85

            
	 	 	 	 	 
	
              2

            	
               

            	
              media
                interaction (such as TV and broadcasting program
                interactions)

            	
               

            	
              15:85

            
	 	 	 	 	 
	
              3

            	
               

            	
              industry
                information (education, insurance, banking, lottery, securities,
                etc.)

            	
               

            	
              2:8

            
	 	 	 	 	 
	
              4

            	
               

            	
              recreational
                information (blessing, joke, sexual, life and utility,
                etc.)

            	
               

            	
              25:75

            
	 	 	 	 	 
	
              5

            	
               

            	
              chat
                and community

            	
               

            	
              25:75

            
	 	 	 	 	 
	
              6

            	
               

            	
              testing
                (such as divination, testing, constellation, fortune,
                etc.)

            	
               

            	
              3:7

            
	 	 	 	 	 
	
              7

            	
               

            	
              Games

            	
               

            	
              2:8

            
	 	 	 	 	 
	
              8

            	
               

            	
              other
                types

            	 	
              2:8

            


    

    


    6.3.3
      Party A deducts the Unbalanced Downlink Communication Charges as a result of
      Party B’s use of Party A’s communication passages from the information service
      fees due to Party B with the calculation method being specified in the following
      form: of which unbalanced uplink and downlink short message flow X = (Party
      B’s
      downlink short message flow - flow
      of
      short messages sent upward to Party B) with the unit being ten thousand
      pieces.

    


    
      	
              Unbalanced Downlink

              Short Message Flow

              X (10,000 Pieces)

            	 	
              Rate 

              (RMB/Piece)

            	 	
              Unbalanced Downlink Flow

              Communication Fees (RMB 10,000)

            
	
              X = 0

            	 	
              0

            	 	
              0

            
	 	 	 	 	 
	
              0 < X ≤ 10

            	 	
              0.05

            	 	
              X×0.05

            
	 	 	 	 	 
	
              10 < X ≤ 50

            	 	
              0.04

            	 	
              (X - 10) × 0.04 + 10 × 0.05

            
	 	 	 	 	 
	
              50 < X ≤ 100

            	 	
              0.03

            	 	
              (X - 50) × 0.03 + 40 × 0.04 + 10 × 0.05

            
	 	 	 	 	 
	
              X > 100

            	 	
              0.02

            	 	
              (X - 100) × 0.02 + 50 × 0.03 + 40 × 0.04 + 10 × 0.05

            


    

     

    6.3.4 During the
      validity term of this Agreement, in the event that the amount of information
      service fees of the current month to be settled by Party A to Party B is less
      than RMB 3,000, both Parties temporarily make no settlement in the settling
      month; after the accruing amount of information service fees of the current
      month to be settled by Party A to Party B exceeds RMB 3,000, both Parties shall
      make a settlement.


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    6.3.5
      Each Party shall be responsible for its own tax payment. Party B shall, in
      settling information service fees from Party A, provide Party A with official
      invoice in compliance with the State’s provisions.

    


    Article
      7 Infringement and Warrant

    Party
      B
      warrants that it is entitled to the intellectual properties of all such
      information and application service resources as provided by it or has obtained
      the licensing from the relevant right owners without infringing upon any
      person’s intellectual properties such as copyright, trademark right, patent
      right or trade secrets. In case of any dispute with a third party in this
      respect in performance hereof, Party B shall bear all the legal and economic
      liabilities arising therefrom, including but not limited to bearing all the
      dispute resolution expenses, legal costs, reasonable attorney fees,
      reconciliation amount or compensation amount as specified in a final judgment
      arising therefrom, and shall be liable for compensation of losses and damages
      incurred by Party A.

    


    Article
      8 Confidentiality Provision

    Both
      Parties shall be obliged to keep confidential the users’ particulars. Either
      Party shall have the obligation to keep confidential the information on the
      other Party (including its respective directors, managerial personnel, staff
      members or representatives), the other Party’s users, business, finance, intent,
      action or operation (collectively the “Confidential Information”). Unless as
      stipulated in laws or required by the supervisory and regulatory organs to
      disclose, neither Party shall divulge to any third parties the foregoing
“Confidential Information”. Otherwise, the divulging Party shall bear all the
      liabilities.

    


    Article
      9 Liabilities for Breach of Contract

    9.1
      In
      the event that this Agreement cannot be carried out due to either Party’s breach
      of this Agreement, the observant Party shall have the right to terminate this
      Agreement and investigate the former Party’s liabilities for breach of
      contract.

    9.2
      In
      the event of either Party’s breach of Contract which causes harmful social
      influences or economic losses to the observant Party, the observant Party shall
      have the right to investigate the other Party’s civil liabilities.

    9.3
      In
      the event of Party B’s breach of this Agreement and Party A’s relevant
      management regulations, Party A shall have the right to terminate this Agreement
      and investigate Party B’s liability for breach of contract according to this
      Agreement and Party A’s relevant management regulations. Where Party B is liable
      for payment of liquidated damages and/or compensation under this Agreement
      and
      Party A’s relevant management regulations, Party A shall have the right to
      deduct the relevant amount from settled sum of money.


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    Article
      10 Force Majeure

    Either
      Party who is unable to perform or fully perform this Agreement due to accidental
      events or force majeure shall bear no liability for compensation of economic
      losses incurred therefrom by the other Party. The Party encountering the
      aforesaid force majeure shall forthwith notify the other Party in writing of
      conditions of such event and produce within fifteen days the valid supporting
      documents on particulars of event and reasons preventing it from performing
      or
      fully performing this Agreement or requesting for postponed performance. Based
      upon the degree of impact made by such event on performance hereof, both Parties
      are to decide through consultations whether to continue to perform this
      Agreement or have it terminated.

    


    Article
      11 Governing Law and Dispute Resolution

    11.1
      This
      Agreement shall be governed by the laws of the People’s Republic of
      China.

    11.2
      Any
      dispute arising from this Agreement or in connection with this Agreement shall
      be resolved by both Parties through amicable consultations. Failing which,
      either Party may refer the dispute to the China International Economic and
      Trade
      Arbitration Commission for arbitration which shall be conducted in Beijing
      in
      accordance with the Commission’s arbitration rules in effect at the time of
      applying for arbitration with the arbitration language being
      Chinese.

    11.3
      The
      arbitral award is final and binding upon both Parties.

    11.4
      Both
      Parties shall, in the course of arbitration, continue to carry out other parts
      of this Agreement not involving such arbitration.

    


    Article
      12 Miscellaneous

    12.1
      This
      Agreement shall come into force as of the date when it is affixed with the
      signatures and chops by both Parties’ representatives with its validity term
      being one year and expiring on June 5, 2008. Either Party shall, within thirty
      days prior to the expiration of term hereof, have the right to unilaterally
      inform the other Party in writing of termination of this Agreement. Otherwise,
      the term hereof shall automatically be extended for one more year.
      Notwithstanding any provisions to the contrary contained in other clauses
      hereof, in the event of Party B’s failure to produce extension authorization
      instruments upon expiration of authorized term for information contents obtained
      from a third party, Party A shall have the right to terminate this Agreement
      upon expiration of such authorized term. As of the date when this Agreement
      comes into force, the Agreement
      between China Telecommunications Group and Beijing Airinbox Information
      Technologies Co., Ltd. Concerning Cooperation in Nationwide PHS Short Message
      Business
      executed
      by both Parties on March 22, 2005 shall terminate on its own.

    12.2
      In
      the event of new rate policies or the relevant new documents issued by both
      Parties’ competent department at a higher level during the validity term hereof
      which contravene this Agreement, both Parties shall modify or terminate this
      Agreement through consultations.

    12.3
      Matters not covered herein shall be complemented in writing following both
      Parties’ amicable consultations.


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    12.4
      This
      Agreement is made in sextuplicate with each Party holding three copies, which
      shall be of equal legal effect.

     

     

    Party
      A:
      China Telecommunications Corporation

    


    Authorized
      Representative (Signature):

    


    Date
      of
      Signing: June 5, 2007

     

     

    Party
      B:
      Beijing AirInbox Information Technologies Co., Ltd. (seal)

    


    Authorized
      Representative (Signature):

    


    Date
      of
      Signing: June 5, 2007


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    Annex
      1

    


    INSTRUMENT
      OF RESPONSIBILITY ON SAFETY PROTECTION OF 

    INPUT
      NETWORK INFORMATION FROM INFORMATION SOURCE

    


    The
      responsible unit of information source (referring to Party B hereto) hereby
      undertakes to abide by the regulations as follows in accessing China Telecom’s
      PHS communication network and short message service supporting
      system:

     

    
      
        	
                1.

              	
                To
                  abide by relevant laws, regulations and administrative
                  rules of the State and strictly implement the provisions regarding
                  administration of information
                  security.

              


      

      


      
        	
                2.

              	
                Never
                  engage in activities of offences or crimes such as imperiling the
                  State
                  safety and divulging State secrets by taking advantage of China
                  Telecom’s
                  PHS communication network and short message service supporting
                  system;
                  never produce, look up, copy or disseminate the information in
                  violation
                  of the Constitution and laws, obstructing the social public security,
                  disrupting the unification of the country, undermining the unity
                  of the
                  nationalities, pornography and violence information and etc.; or
                  never
                  publish any information containing any of the following
                  contents:

              


      

      
        	
                2.1

              	
                Combating
                  the basic principles defined by the
                  Constitution;

              


      

      
        	
                2.2

              	
                Imperiling
                  the State safety, divulging State secrets, subverting the State's
                  political power or disrupting the unification of the
                  country;

              


      

      
        	
                2.3

              	
                Harming
                  the honor or interests of the
                  State;

              


      

      
        	
                2.4

              	
                Inciting
                  national hatred or national discrimination, or undermining the
                  unity of
                  the nationalities;

              


      

      
        	
                2.5

              	
                Undermining
                  the religious policies of the State, or propagating evil religions
                  or
                  feudalistic superstitions;

              


      

      
        	
                2.6

              	
                Spreading
                  rumors, disrupting social order or undermining social
                  stability;

              


      

      
        	
                2.7

              	
                Propagating
                  obscenity, pornography, gambling, violence, murder, terror or instigating
                  crimes;

              


      

      
        	
                2.8

              	
                Insulting
                  or slandering others, or infringing on the lawful rights and interests
                  of
                  any other person; or

              


      

      
        	
                2.9

              	
                Containing
                  other contents prohibited by laws or administrative
                  regulation.

              


      

       

      Upon
        discovery of the foregoing activities of offences or crimes and harmful
        information, the responsible unit of information source shall forthwith take
        measures to avert them and report the case to the relevant competent authorities
        in a timely manner.

      


      
        	
                3.

              	
                The
                  responsible unit of information source must provide information
                  in
                  compliance with the relevant provisions of the State regarding
                  intellectual property.

              


      

      


      
        	
                4.

              	
                The
                  responsible unit of information source shall establish effective
                  information security and confidentiality system and technical guarantee
                  measures, and subject itself to the administration, supervision
                  and
                  inspection of the relevant competent
                  authorities.

              


      


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      


      
        	
                5.

              	
                The
                  responsible unit of information source shall not engage in any
                  business
                  collecting charges for obscene and pornography websites. China
                  Telecom is,
                  within 24 hours upon discovery and verification of such case, to
                  unconditionally cut off the access passage for the responsible
                  unit of
                  information source and cease all the
                  settlements.

              


      

      


      
        	
                6.

              	
                In
                  the event of breach of the foregoing provisions, China Telecommunications
                  Corporation shall have the right to take measures to cut off the
                  relevant
                  access passage for the information source, in the meantime, investigate
                  the legal liabilities of the responsible unit, and terminate the
                  agreement
                  with the responsible unit. This Instrument of Responsibility is
                  taken into
                  safe keeping by China Telecommunications
                  Corporation.

              


      

    

     

    Responsible
      Unit: Beijing AirInbox Information Technologies Co., Ltd.

    


    Person
      Answerable for Violation:

    (Signature
      and Seal)

    


    Date:
      June 5, 2007


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    Place
      for Affixing of Tax Stamps

    


    (Tax
      Stamp)


    (Seal
      of
      Beijing AirInbox Information Technologies Co., Ltd.)

    


    
      	
              Column
                for Examination and Registration by Registration Authority:

               

              Person-in-Charge:
                (Seal)

               

              Technology
                Contract Registration Authority (Special-Purpose Seal)

               

              (Special
                Seal of Beijing Technology Market Administration Office for Registration
                of Technology Contract)

              July
                6,
                2007                 

            


    


    
      
        
        

      

      
        21