<PAGE>

                                                                    EXHIBIT 10.8

CONFIDENTIAL TREATMENT REQUESTED BY LINKTONE LTD. THIS EXHIBIT HAS BEEN
REDACTED. REDACTED MATERIAL IS MARKED WITH "*" AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION

                              COOPERATION AGREEMENT

This Agreement, dated June 3, 2003, is between:

1.       SHANGHAI LINKTONE CONSULTING LTD., a company incorporated in the PRC
         with its legal address at 6th Floor, Harbour Ring Plaza, Xizang Zhong
         Road Shanghai, 200002, PRC ("LINKTONE"); and

2.       SATELLITE TELEVISION ASIAN REGION LIMITED, a company incorporated in
         the HKSAR with its principle office at 8th Floor, Harbourfront One, 18
         Tak Fung Street, Hunghom, Kowloon, HKSAR ("STAR")

(each a "PARTY" and collectively, the "PARTIES").

Now, Therefore, the Parties agree as follows:

1.       THE COOPERATION

         STAR and LINKTONE agree to cooperate in developing and operating the
         Services and Applications in the PRC to be delivered by LINKTONE over
         the Mobile Operators' wireless networks to the End-Users subject to and
         upon the terms and conditions set out below.

2.       RESPONSIBILITIES AND OBLIGATIONS OF LINKTONE

2.1      LINKTONE agrees to develop, provide, maintain and support the Services
         and Applications in co-operation with STAR so as to facilitate the
         delivery of Services and Applications from the Mobile Operators to
         Mobile Devices of End-Users and fulfil the functions of the Services
         and Applications as anticipated in this Agreement. LINKTONE shall work
         with STAR and its promotional partners to develop the Services and
         Applications that support the multimedia programming and/or activities
         of Channel [V] and Xing Kong Wei Shi as requested by STAR. The
         information of the Services and Applications and Content will be
         provided to LINKTONE by STAR. Such information and Content may include
         the names and/or logos of STAR's sponsors and/or advertisers (if
         applicable).

2.2      LINKTONE further agrees to permit the End-Users to use Mobile Devices
         to send messages of the Services and Applications to STAR by dialling
         into the Independent Code and/or the Special Code and to receive
         messages of the Services and Applications originated from STAR, through
         the utilization of the Services and Applications.

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<PAGE>

2.3      LINKTONE shall provide the Special Code within ten (10) business days
         of the execution of this Agreement. If STAR or any of its affiliates is
         assigned the Independent Code at any time during the Term, LINKTONE
         undertakes to migrate all the Services and Applications from the
         Special Code to the Independent Code seamlessly and continue to perform
         all of its obligations under this Agreement without causing any
         interruption to the utilization of any Service and/or Application by
         any End-User using the Independent Code. If the Independent Code
         becomes available as aforesaid at any time during the Term, any terms
         and conditions regarding the sharing between the Parties of the Net
         Revenue hereunder shall remain and the Parties will enter into and sign
         a side letter containing the terms and conditions regarding the sharing
         between the Parties of the net revenue that is generated and derived
         from the Services and Applications using the Independent Code.
         Notwithstanding of the availability of the Independent Code as
         aforesaid, LINKTONE shall permit all of the End-Users to use the
         Special Code at their own discretion for a transition period to be
         agreed upon by the Parties after good faith consultation and all the
         messages of the Services and Applications sent and/or received by the
         End-Users using the Special Code will be forwarded to the Independent
         Code seamlessly. Any additional costs and expenses charged by the
         Mobile Operators in relation thereto shall be borne by STAR and
         LINKTONE in equal share.

2.4      LINKTONE shall further agree not to use the Special Code on its own or
         permit any other third party to use the same for a period of twelve
         (12) months following the termination or expiration of the Term in
         accordance with the terms and provisions of this Agreement.

2.5      In the course of the performance of the duties and obligations of
         LINKTONE under this Agreement, LINKTONE shall specifically be
         responsible for the following matters at its own costs and expenses:

         (i)      Providing STAR with all the necessary technical capabilities
                  to help develop and deliver the Services and Applications of
                  the quality, standard and appeal to be reasonably expected for
                  the Content and brands of STAR in the PRC. LINKTONE shall
                  procure and ensure that the Technical Platform shall be
                  reliable and in good working condition according to industrial
                  standards and practices throughout the Term so as to be
                  responsive to any technical requirements thereof;

         (ii)     Assisting STAR in the coordination and distribution of the
                  Services and Applications throughout PRC and the maintenance
                  of a close relationship and connection with the Mobile
                  Operators;

         (iii)    Providing STAR with all the necessary marketing promotion
                  resources, whether online or on-mobile fields, and all the
                  necessary marketing

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<PAGE>

                  campaign launching abilities and experience, including but not
                  limited to:

                  (a) LINKTONE shall use its best efforts to capitalize on its
                      close relationships with the Mobile Operators to promote
                      and market the Services and Applications. Such efforts
                      shall include, without limitation, applying to the Mobile
                      Operators for free wireless advertisements (including, but
                      not limited to, wireless short message advertisements) for
                      STAR to promote and market the Services and Applications
                      during the Term;

                  (b) LINKTONE shall permit STAR to promote and market the
                      Services and Applications in any on-ground events that it
                      holds from time to time, whether independently or jointly
                      with the Mobile Operators or any of their local branches,
                      provided that STAR shall bear the costs and expenses
                      associated with the aforesaid promotion and marketing
                      activities subject to the relevant agreements;

                  (c) LINKTONE shall place the buttons of "Xing Kong Wei Shi"
                      and "Channel [V]" on the wireless product menu list of
                      LINKTONE, being on the homepage of LINKTONE's website,
                      namely www.linktone.com, for STAR to promote, market and
                      provide the Services and Applications throughout the Term.
                      It is hereby acknowledged that the buttons of "Xing Kong
                      Wei Shi" and "Channel [V]" can link directly to the
                      wireless service pages of the websites of Xing Kong Wei
                      Shi and Channel [V] respectively;

                  (d) LINKTONE shall add the wireless service channels of Xing
                      Kong Wei Shi and Channel [V] prominently to the first-tier
                      menu list, which is on the homepage of LINKTONE's wireless
                      application protocol, namely wap.linktone.com, for STAR to
                      promote, market and provide the Services and Applications
                      throughout the Term. The content architecture of such
                      wireless service channels shall be provided by STAR. Prior
                      written confirmation shall be obtained by LINKTONE from
                      STAR for the design and layout of such wireless service
                      channels;

                  (e) LINKTONE shall provide the same opportunities as its own
                      wireless channel for the wireless service channels of Xing
                      Kong Wei Shi and Channel [V] to be added prominently to
                      the first-tier menu list of mobile phone cards (including
                      but not limited to Subscriber Identification Module and
                      SIM Tool Kit cards) to be issued by the Mobile Operators
                      to End-Users from time to time throughout the Term;

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<PAGE>

                  (f) LINKTONE shall promote and market in the prominent places
                      of the homepage of its website as promptly as practically
                      reasonable any new Services and Applications to be
                      developed and provided by STAR from time to time
                      throughout the Term;

                  (g) LINKTONE shall integrate all the Services and Applications
                      into its services and applications as may be agreed upon
                      by the Parties from time to time, including but not
                      limited to LINKTONE's "PET" product, throughout the Term;

                  (h) LINKTONE shall place on its website the video clips to be
                      provided by STAR throughout the Term with respect to the
                      programming of Xing Kong Wei Shi and Channel [V] in such a
                      way that the video clips can readily be accessed while on
                      LINKTONE's website.

         (iv)     Dedicating a highly-trained and competent project team to work
                  closely with STAR and rendering personalized attention and
                  support to STAR, including but not limited to: upon delivery
                  of the marketing and promotion plan by STAR to LINKTONE for
                  each Service and/or Application, LINKTONE shall fulfil and
                  complete the development of each such Service and/or
                  Application within the timeframes prescribed below:

                  - SMS: 20 business days; and

                  - MMS AND OTHER SERVICES AND APPLICATIONS (EXCEPT FOR SMS):
                  30 business days.

         (v)      Strictly acting as a technical enabler and marketing supporter
                  so as not to bring the Services and Applications, the Content
                  and brands of STAR into disrepute;

         (vi)     Providing STAR with a stable and reliable revenue billing and
                  payment collection system;

         (vii)    Paying the Minimum Guarantee and/or (as the case may be)
                  STAR's share of the Net Revenue to STAR in accordance with
                  Schedule 2;

         (viii)   Providing STAR with extensive customer service expertise;

         (ix)     Providing STAR with the relevant resources (including but not
                  limited to jokes, pictures and ring tones) which LINKTONE
                  owns, controls and/or has the right to use for STAR's usage in
                  its provision of the Services and Applications and paying any
                  royalties or fees in connection with the use of such jokes,
                  pictures and ring tones by STAR; and

                                       4
<PAGE>

         (x)      Providing any other assistance that STAR may reasonably
                  request from time to time in connection with the cooperation
                  referred to in Clause 1.

3.       RESPONSIBILITIES AND OBLIGATIONS OF STAR

3.1      STAR shall provide Content to LINKTONE to be sent to End-Users as part
         of the Services and Applications via the Technical Platform connected
         to the Mobile Operators.

3.2      In the course of the performance of the duties and obligations of STAR
         under this Agreement, STAR shall specifically be responsible for the
         following matters at its own costs and expenses:

         (i)      Undertaking promotional and marketing activities on Xing Kong
                  Wei Shi and Channel [V] or via other means selected in its
                  sole discretion during the Term to make the Services and
                  Applications available and attractive to the End-Users. STAR
                  shall procure and ensure that the promotional clips to be
                  provided by STAR for the Services and Applications from time
                  to time during the Term will be broadcast 10 times on average
                  on each channel per day;

         (ii)     Providing human resources support as interface of content
                  providing, technical supporting, business coordination and
                  project management, including but not limited to two
                  managerial personnel responsible for each of Xing Kong Wei Shi
                  and Channel [V], in the overview of and coordination in future
                  marketing campaigns;

         (iii)    Providing all the necessary information to LINKTONE relating
                  to the Services and Applications from time to time;

         (iv)     Promoting the Services and Applications on the websites of
                  Xing Kong Wei Shi and Channel [V]; and

         (v)      Providing any other assistance that LINKTONE may reasonably
                  request from time to time in connection with the cooperation
                  referred to in Clause 1.

4.       BRANDING

4.1      STAR shall have exclusive right to brand the Services and Applications
         in the provision, promotion and marketing thereof during and after the
         expiration of the Term.

4.2      STAR agrees that, during the Term, it will include in all its
         promotional materials of the Services and Applications (other than
         on-air promotional materials) a presentation credit "Powered by
         LINKTONE" or such other credit(s) as may be agreed by the Parties. The
         design, layout and presentation of such credit(s) shall be determined
         by STAR in its sole discretion.

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<PAGE>

5.       PRICING

         STAR and LINKTONE shall jointly be responsible for determining the
         prices for the Services and Applications after good faith consultation
         with the Mobile Operators.

6.       CONDITIONS OF USE

6.1      LINKTONE shall be responsible for the technical compliance, security
         and proper functioning of any equipment or other facilities installed,
         or cause to be installed, by LINKTONE connecting STAR with the Mobile
         Operators in relation to the Services and Applications.

6.2      LINKTONE shall be responsible to initiate communication with End-Users
         who received or sent the messages of the Services and Applications from
         or to STAR or use the Services and Applications.

7.       REVENUE SHARING

7.1      LINKTONE and STAR agree to share the Net Revenue for the period
         commencing from the Commencement Date and ending on the last date of
         the Term, upon and subject to the provisions in Schedule 2.

7.2      LINKTONE and STAR also agree that notwithstanding the earlier
         termination or expiration of the Term, LINKTONE shall continue to
         perform and discharge its duties and obligations under Schedule 2 with
         respect to each of the Revenue Share Determination Periods and the
         Revenue Share Clearance Periods completed prior to such earlier
         termination or expiration, whether such period is completed in full or
         in part.

7.3      LINKTONE and STAR further agree that nothing contained herein shall
         entitle LINKTONE to withhold, delay or otherwise set-off STAR's share
         of the Net Revenue or any part thereof when it falls due and payable in
         accordance with the terms and provisions of this Agreement.

8.       NON-COMPETITION

         During the Term, LINKTONE shall not, by itself or through any third
         party, contact, discuss, make any commitment, negotiate and/or sign any
         contract with ***************** for the purpose of offering services
         and applications similar to the Services and Applications, without
         STAR's prior written approval:

         (a) *****;

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<PAGE>

         (b) *****************************************************************
             *******;

         (c) *************;

         (d) *************;

         (e) *************;

         (f) *************; and

         (g) *************.

9.       ADVERTISING AND SPONSORSHIP

9.1      LINKTONE shall not solicit any third party to participate in the
         Services and Applications by way of sponsorship or advertisement on any
         form of media (including but not limited to the Mobile Devices, the
         Internet, on-air or on-ground). Furthermore, LINKTONE shall not have
         any right and interest in, or benefit of, such advertising and
         sponsorship.

9.2      STAR may, in its sole discretion, display the logos and/or brand of the
         Mobile Operators in the promotional materials of the Services and
         Applications during the Term.

10.      COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY RIGHTS

10.1     STAR acknowledges that LINKTONE is and will continue to be the
         perpetual worldwide owner of the Programming Codes.

10.2     LINKTONE acknowledges that STAR is and will continue to be the
         perpetual worldwide owner of all copyrights and other intellectual
         property rights in and to the Services and Applications and all
         materials relating thereto, including but not limited to:

         (i)      the video clips and promotional clips to be provided by STAR
                  to LINKTONE under this Agreement; and

         (ii)     the Content and its concepts and personas.

10.3     If STAR, on a service-by-service and application-by-application basis,
         determines to make commercial use of any of the Programming Codes in
         connection with its modification, provision, maintenance and support of
         any Service and/or Application after the termination or expiration of
         the Term,

                                       7

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AND CONFIDENTIAL TERMS HAVE BEEN
OMITTED
<PAGE>

         LINKTONE agrees to grant STAR the exclusive license to use such
         Programming Codes in connection with the purposes as aforesaid, subject
         to STAR's agreement to pay royalties to LINKTONE as follows:

<TABLE>
<CAPTION>
                    PERIOD                                     ROYALTY/PERIOD
<S>                                                   <C>
(a) First Royalty Period: With respect to             Amount Received during the First
    Relevant Service and/or Application, whether      Royalty Period x ***.
    within or outside PRC, the initial six-month
    period after the Relevant Service and/or
    Application becomes so available.

(b) Second Royalty Period: With Respect to            Amount Received during the Second
    the Relevant Service and/or Application, the      Royalty Period x ****.
    six-month period immediately following the
    expiration of the First Royalty Period.

(c) Third Royalty Period: With Respect to             Amount Received during the Third
    the Relevant Service and/or Application, the      Royalty Period x ****.
    nine-year period immediately following the
    expiration of the Second Royalty Period.
</TABLE>

10.4     LINKTONE further acknowledges that upon and after the termination or
         expiration of the Term:

         (a) STAR shall have the exclusive right to exploit all or any of the
             Services and Applications, whether within or outside the PRC; and

         (b) STAR shall be entitled, in its sole discretion, to use the Content
             and develop, either by itself or with another third party, any
             programming code (other than the Programming Codes) to develop,
             provide, maintain and support any Service and/or Application,
             whether within or outside the PRC. For the avoidance of doubt,
             LINKTONE is not entitled to any royalty or payment from STAR in
             connection therewith.

                                       8

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AND CONFIDENTIAL TERMS HAVE BEEN
OMITTED
<PAGE>

11.      REPORTING AND AUDITING

11.1     LINKTONE shall provide STAR with a reporting system acceptable to STAR
         for STAR to conduct inspection and examination of all material aspects
         (including performance and status) of the Services and Applications
         throughout the Term.

11.2     LINKTONE agrees that STAR shall have access to the Books and Records at
         any time during the Term for auditing purpose. LINKTONE shall make the
         Books and Records available to STAR at any time during the Term
         PROVIDED that a 24-hour's prior notice is served by STAR on LINKTONE,
         requesting such auditing, but such auditing shall not be conducted more
         than once a month during the Term.

11.3     In the event that STAR is not satisfied with the accuracy, correctness
         or completeness of any information contained in the Books and Records,
         STAR shall be entitled to retain any third party in its sole discretion
         as an independent auditor to inspect and examine the Books and Records
         but such inspection and examination shall not be conducted more than
         twice a year during the Term. Any costs and expenses incurred as a
         result of such independent auditing shall be born by STAR and LINKTONE
         in equal share.

11.4     STAR shall provide a report to LINKTONE within thirty (30) days
         following each two (2) month period during the Term, specifying the
         number of the broadcasting references to the Services and Applications
         on Xing Kong Wei Shi and Channel [V] respectively for such period.

12.      SERVICE SUSPENSION

12.1     Without prejudice to Clause 12.2, LINKTONE may suspend all or any part
         of the Services and Applications between 2.00am and 6.00am on any day
         only due to maintenance or service of any wireless network of the
         Mobile Operators as long as LINKTONE has notified STAR in writing of
         the suspension at least seventy-two (72) hours in advance, provided
         however that, such suspension shall not take place within seven (7)
         days prior to and after any Service or Application becoming
         commercially available to the End-Users.

12.2     LINKTONE may, at any time with notice as early as practicably
         reasonable, suspend all or any part of the Services and Applications
         immediately in one or more of the following events:

         (a)      suspension of the Services and Applications is reasonably
                  required to reduce or prevent fraud or interference within the
                  Services and Applications;

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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AND CONFIDENTIAL TERMS HAVE BEEN
OMITTED
<PAGE>

         (b)      LINKTONE is required to comply with any laws or regulations
                  affecting Mobile Operators' wireless networks in connection
                  with the Services and Applications;

         (c)      suspension of the Services and Applications to End-Users as a
                  result of their failure to pay any charges due to Mobile
                  Operators in connection with the messages of the Services and
                  Applications they have sent to or received from STAR via the
                  Technical Platform; and

         (d)      significant problems are experienced interconnecting between
                  the Services and Applications and the Mobile Operators'
                  wireless networks,

         provided however that, such suspension shall not take place within
         seven (7) days prior to and after any Service or Application becoming
         commercially available to the End-Users, except for the circumstances
         as provided in this Clause 12.2(d). If such suspension occurs as a
         result of the circumstances as provided in this Clause 12.2(d),
         LINKTONE shall resume the provision of the Services and Applications in
         accordance with the terms and conditions of this Agreement as promptly
         as reasonably practicable.

12.3     If suspension occurs to the Services and Applications for whatever
         reasons (including those set out in Clauses 12.1 and 12.2) for more
         than three (3) hours a day for six (6) consecutive days, STAR is
         entitled to terminate this Agreement immediately.

13.      TERM AND TERMINATION

13.1     This Agreement shall commence on the Commencement Date and continue to
         be valid for the Term, unless earlier terminated or otherwise renewed
         in accordance with the terms and provisions hereof.

13.2     This Agreement shall be automatically renewed for another two (2) years
         if LINKTONE is not notified in writing by STAR of the termination of
         this Agreement at least one (1) month prior to its expiration. Such
         renewal shall be on the same terms and conditions of this Agreement
         unless otherwise agreed in writing by the Parties.

13.3     LINKTONE may terminate this Agreement immediately upon fifteen (15)
         days' prior written notice to STAR if:

         (a)      STAR is in breach of its obligations under Clauses 3, 14 or 16
                  and has failed to remedy that breach (if it is capable of
                  remedy) within thirty (30) days of its receipt of a written
                  notice requiring it to do so;

         (b)      STAR takes any step or action or institutes or is subject to
                  any legal proceedings for its winding-up, liquidation or
                  dissolution; or

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<PAGE>

         (c)      an event of Force Majeure has occurred and continued for more
                  than sixty (60) consecutive days.

13.4     In addition to Clause 12.3 and Section (C) of Schedule 2, STAR may also
         terminate this Agreement at any time by notice in writing to LINKTONE
         if:

         (a)      LINKTONE is in breach of its obligations under this Agreement
                  (other than that set out in Clause 12.3) and has failed to
                  remedy that breach (if it is capable of remedy) within thirty
                  (30) days of its receipt of a written notice requiring it to
                  do so;

         (b)      LINKTONE and/or the Mobile Operators takes or take any step or
                  action or institutes or is or are subject to any legal
                  proceedings for its or their winding-up, liquidation or
                  dissolution; or

         (c)      LINKTONE is engaged or involved in any services and
                  applications competing with, or causing damages or harm to the
                  Services and Applications during the Term; or

         (d)      any change in the Control of LINKTONE occurs at any time
                  during the Term, and its Control belongs to any party that is
                  engaged or involved in any business, directly or indirectly,
                  competing with, or causing damages or harm to, the business of
                  STAR Group; or

         (e)      an event of Force Majeure has occurred and continued for more
                  than sixty (60) consecutive days.

13.5     The termination of this Agreement for any reason will not prejudice any
         rights, which have accrued to either Party prior to the date of
         termination, including but not limited to the right of a Party to claim
         compensation against the other Party for any loss, costs, damages,
         charges and expenses which such Party may sustain or incur as a result
         of any act, omission or negligence of such other Party.

13.6     It is agreed by the Parties that Clause 2.4, Clause 7, Clause 10,
         Clause 13.5 and Clauses 15 to 21 shall survive the termination of this
         Agreement.

14.      REPRESENTATIONS AND WARRANTIES

14.1     LINKTONE represents and warrants to STAR that throughout the Term of
         this Agreement:

         (a)      it is duly authorised and has obtained all necessary
                  agreements, consents, licences, permits and approvals to
                  comply with its obligations under this Agreement including but
                  not limited to any necessary agreements,

                                       11
<PAGE>

                  consents, licences, permits and approvals required for
                  rendering the Services and Applications through the Mobile
                  Operators and sending and receiving messages of the Services
                  and Applications to and from End-Users;

         (b)      it has the expertise in supplying the Services and
                  Applications and enabling the functioning of the Services and
                  Applications;

         (c)      its performance of its duties and obligations under this
                  Agreement does not constitute any infringement of any rights
                  of any third parties;

         (d)      it shall, at its own costs and expenses, remedy any failure of
                  the Services and Applications as a result of any act, omission
                  or negligence of LINKTONE within two (2) hours after such
                  failure is detected on the Services and Applications by
                  LINKTONE or any other party and it shall keep STAR informed of
                  the status of such default on the Services and Applications;

         (e)      it shall not suspend the Services and Applications at any time
                  during the Term of this Agreement other than in the
                  circumstances described in Clauses 12.1 and 12.2;

         (f)      it is not in breach of any undertaking, obligations or
                  arrangement (whether written or otherwise) or in breach of any
                  law and regulation by entering into this Agreement;

         (g)      it shall procure and ensure that the Mobile Operators are duly
                  authorised and have obtained all necessary agreements,
                  consents, licences, permits and approvals to perform its
                  business as a mobile operator and also to allow their
                  End-Users' Mobile Devices to send and/or receive the messages
                  of the Services and Applications including but not limited to
                  any necessary agreements, consents, licences, permits and
                  approvals required for accepting and using the Services and
                  Applications; and

         (h)      it shall also procure and ensure that the use of the Special
                  Code by STAR for the End-Users are authorised by Mobile
                  Operators.

14.2     STAR represents and warrants to LINKTONE that throughout the Term of
         this Agreement:

         (a)      it is duly authorised and has obtained all applicable
                  consents, licences, permits and approvals to comply with its
                  obligations under this Agreement;

         (b)      it is not in breach of any undertaking, obligations or
                  arrangement (whether written or otherwise) or in breach of any
                  law or regulation by entering into this Agreement;

         (c)      any Services and Applications shall;

                                       12
<PAGE>

                  i.       comply with the licence (if any) granted by the
                           relevant government bodies of the PRC and not breach
                           any laws and regulations of the PRC;

                  ii.      not be misleading or deceptive or likely to mislead
                           or deceive; and

                  iii.     not be defamatory, obscene or offensive in any way.

14.3     STAR shall procure and ensure that all the Content provided or to be
         provided to LINKTONE by it for the purpose of this Agreement shall not
         contain defamatory, offensive, abusive, indecent, menacing or harassing
         material or against the laws and regulations of the PRC. Any disputes
         or problems arising from STAR's breach of this Clause shall be dealt
         with by STAR at its own costs and expenses.

15.      INDEMNITY

15.1     LINKTONE shall indemnify STAR against all losses, expenses, damages and
         costs (including legal costs on a full indemnity basis) incurred by or
         awarded against STAR arising out of or in connection with:

         (a)      any claim by any party relating to the supply of the Services
                  and the Applications or the reliance on the same by any person
                  including without limitation, any End-User;

         (b)      any claim by any party relating to the provision of the
                  Services and Applications as a result of LINKTONE's breach of
                  any obligation under this Agreement and the use of the Special
                  Code by STAR infringes any third party's intellectual property
                  rights and any other rights;

         (c)      any act or omission or negligence of LINKTONE in its
                  performance of its obligations under this Agreement; and

         (d)      any breach by LINKTONE of any provisions of this Agreement.

15.2     STAR shall indemnify LINKTONE against all losses, expenses, damages and
         costs incurred by or warded against LINKTONE arising out of or in
         connection with breach by STAR of any provisions of this Agreement,
         except if such breach is caused by LINKTONE's act, omission or
         negligence.

16.      CONFIDENTIALITY

16.1     A Party may only use the Confidential Information of the other Party
         for the purposes of this Agreement.

                                       13
<PAGE>

16.2     No Confidential Information of a Party may be disclosed by the other
         Party to any person except:

         (a)      to its directors, officers, employees and legal, financial and
                  professional advisors for the purpose of exercising its rights
                  and performing its duties and obligations under this
                  Agreement;

         (b)      if the recipient party is required to disclose the information
                  by law; or

         (c)      if the recipient party is required to disclose the information
                  in connection with legal proceedings relating to this
                  Agreement.

17.      PRESS RELEASES

17.1     The Parties shall jointly issue a press release after the execution of
         this Agreement, announcing the Parties' intentions to cooperate in
         developing, providing, maintaining and supporting the Services and
         Applications in PRC.

17.2     In addition, the Parties may from time to time during the Term jointly
         issue additional press releases in PRC and/or HKSAR for high profile
         Services and Applications after such Services and Applications become
         commercially available.

17.3     It is agreed between the Parties that no press release may be issued in
         connection with the Services and Applications or the announcement of
         this Agreement by either Party without the prior written approval of
         the other Party.

18.      DATA PRIVACY

18.1     LINKTONE shall not disclose Personal Information except:

         (a)      to an officer, employee or contractor of STAR to the extent
                  necessary for the performance of this Agreement;

         (b)      as required by law, subject to LINKTONE notifying STAR
                  immediately if it becomes aware that such a disclosure may be
                  required; or

         (c)      with the prior consent of STAR.

18.2     LINKTONE shall procure and ensure that any person to whom Personal
         Information is disclosed to under Clause 18.1 shall not disclose the
         Personal Information to any other party for whatever reasons.

18.3     LINKTONE shall comply with all applicable laws and regulations in the
         PRC in connection with its collection, use, disclosure, transfer,
         storage or otherwise handling of the Personal Information which relates
         to or from End Users.

                                       14
<PAGE>

19.      NOTICES AND DELIVERY

         All notices required under this Agreement or for the performance of
         this Agreement shall be in writing and shall be deemed to be delivered
         by sending to the following addresses in the following manner: (1) if
         delivered in person, the signing of the return receipt by the receiver;
         (2) if mailed, 7 days after its despatch; (3) if by fax, upon dispatch
         and receipt of a transmission report confirming dispatch.

         If to LINKTONE

         Address:    6th Floor, Harbour Ring Plaza, Xizang Zhong Road, Shanghai,
                     200002, PRC
         Telephone:  (8621) 5385 3800 ext 531
         Facsimile:  (8621) 5385 3854
         Contact person: Carter P. Agar

         If to STAR

         STAR Shanghai Representative Office
         Address:    No. 186, North Shan Xi Road, Shanghai 200041, China
         Attention:  Alex Sui
         Telephone:  (8621) 6218 3298
         Facsimile:  (8621) 6217 6993

         With a copy to:

         Satellite Television Asian Region Limited
         Address: 8th Floor, One Harbourfront, 18 Tak Fung Street, Hunghom,
         Kowloon, Hong Kong
         Attention:  General Counsel
         Telephone:  (852) 2621 8888
         Facsimile:  (852) 2621 8635

20.      GENERAL PROVISIONS

20.1.    Force Majeure

         The suspension or failure to perform this Agreement or part of this
         Agreement by either Party due directly to the occurrence of an event of
         Force Majeure will not be deemed a violation of this Agreement. The
         affected Party shall notify the other Party in writing of the event of
         Force Majeure as soon as practicable after it occurs.

                                       15
<PAGE>

20.2.    Amendment

         No amendment to this Agreement will be valid unless agreed upon in
         writing by an authorized representative of each Party.

20.3.    Prohibition from the Assignment of Rights and Obligations under this
         Agreement

         Neither Party shall assign or dispose of, attempt to assign or dispose
         of the rights and/or obligations under this Agreement without the prior
         written consent of the other Party, except that STAR may transfer to
         any member in the STAR Group .

20.4.    Relationship of the Parties

         Nothing in this Agreement shall be deemed to place the Parties in the
         relationship of employer-employee, principal-agent or partners. Neither
         Party has any right or authority to make any representation or warranty
         on behalf of the other Party, whether express or implied, or to bind
         the other Party in any respect whatsoever; neither Party shall bear any
         liabilities for the actions of the other Party.

20.5.    Entire Agreement

         This Agreement sets forth the entire agreement of the parties relating
         to this project and supersedes all prior agreements, arrangements and
         understandings in respect of this project between the Parties.

20.6.    Waiver

         No failure or delay by either Party in exercising any right, power, or
         remedy under this Agreement shall operate as a waiver of any such
         right, power or remedy. Any waiver by a Party of any provision of this
         Agreement shall not be construed as a waiver of any other provision of
         this Agreement, nor shall such waiver operate as or be construed as a
         waiver of such provision respecting any future event or circumstance.

20.7.    Severability of the Provisions

         (a)      The invalidity of any provision of this Agreement shall not
                  affect the validity of any other provisions of this Agreement.

         (b)      In the event the invalidity of some provisions of this
                  Agreement are under dispute by any party or some provisions of
                  this Agreement are under examination or determined by an
                  adjudicatory authority to be

                                       16
<PAGE>

                  invalid, the remainder of this Agreement shall continue to be
                  performed except for those provisions under examination or
                  confirmed to be invalid.

20.8.    Governing Law

         The formation, validity, interpretation and execution of this Agreement
         and settlement of any dispute in respect of this Agreement shall be
         governed by the law of the HKSAR.

20.9.    Dispute Resolution

         Unless agreed otherwise in this Agreement, any dispute arising out of
         the performance of this Agreement shall be settled through friendly
         consultation between the Parties. The mediation period shall be 60 days
         from the day of occurrence of the dispute. The top management executive
         of each Party to this Agreement shall consult with each other for the
         settlement of dispute. If no mediation agreement is reached after the
         mediation period or one Party refuses to conduct mediation, a Party
         shall be entitled to submit the dispute to CIETAC for arbitration. Such
         arbitration shall be conducted in Shanghai in accordance with its
         arbitration rules in effect at such time. The arbitral award is final
         and binding upon the Parties and may be enforced by any court or
         judicial authority having competent jurisdiction over the Party or its
         assets against which the arbitral award is to be enforced. The
         arbitration proceedings shall be conducted by a panel of arbitrators
         composed of one arbitrator appointed by each of the petitioner and the
         respondent and an additional arbitrator appointed by the arbitration
         commission. Unless it is determined otherwise in the arbitration, the
         arbitration expenses shall be borne by the losing Party. During the
         arbitration period, other provisions of this Agreement shall continue
         to be performed by the Parties, except for the provisions which are
         under arbitration.

21.      DEFINITIONS

         In this Agreement, the following expressions, except where the context
         otherwise requires, have the following meanings:

         "AMOUNT RECEIVED" means the total net revenue generated and derived
         directly from the Relevant Service and/or Application pursuant to
         Clause 10.3 which has actually been received by STAR;

         "BOOKS AND RECORDS" mean all of the books and records that are in
         LINKTONE's possession and relating to the Services and Applications at
         any time during the Term;

         "CIETAC" means the China International Economic and Trade Arbitration
         Commission;

                                       17
<PAGE>

         "COMMENCEMENT DATE" means April 1, 2003;

         "COMMON ACCESS CODE(S)" means the common short code(s) to be assigned
         by the Mobile Operators, which End-Users dial into, or send the
         messages of the Services and Applications, in order to receive Content;

         "CONFIDENTIAL INFORMATION" of a party means all information treated by
         that party as confidential (regardless of its form and whether the
         other party becomes aware of it before or after the date of this
         Agreement), including but not limited to the Relevant Data and Relevant
         Materials, except information that is in public domain otherwise than
         as a result of a breach of any obligation of confidentiality;

         "CONTENT" means any information, graphics, games, polls, entries,
         schedules, news, alerts, etc. relating to STAR, originated from and
         sent by STAR via its console operators connecting to the Services and
         Applications to End Users;

         "CONTROL" means the power, directly or indirectly, to direct or cause
         the direction of the management and policies of LINKTONE, whether by
         ownership of voting securities, by contract or otherwise.

         "END-USER(S)" means the customers who are connected to the Mobile
         Operators' wireless networks in PRC from time to time;

         "FORCE MAJEURE" shall mean all events which are beyond the control of a
         Party to this Agreement, and which are unforeseen, unavoidable or
         insurmountable, and which arise after the date of this Agreement and
         which prevent total or partial performance by any Party, such events
         shall include earthquakes, typhoons, flood, fire, war, epidemics or any
         other events which cannot be foreseen, prevented or controlled,
         including acts or omissions of government or administrative authorities
         and events which are accepted as Force Majeure in general international
         commercial practice;

         "GROSS REVENUE" means all gross revenues collected by Mobile Operators
         from the End-Users during the Term, which are generated and derived
         from the traffic of the messages of the Services and Applications sent
         and/or received by LINKTONE on behalf of STAR through Mobile Operators
         during the Term;

         "HKSAR" means Hong Kong Special Administration Region of the PRC;

         "INDEPENDENT CODE" means an independent Common Access Code assigned by
         the Mobile Operators at any time during the Term to STAR or any of its
         affiliates for the utilization of the Services and Applications by the
         End-Users;

                                       18
<PAGE>

         "MOBILE DEVICES" means a mobile phone handsets or other mobile device
         of End-Users connected to Mobile Operators;

         "MOBILE OPERATORS" means the telecommunications/cellular service
         providers in the PRC, including but not limited to China Mobile
         Communication Corporation and China United Telecommunications Co., Ltd.
         which are linked to the Services and Applications, as set out in
         Schedule 1;

         "NET REVENUE" means the Gross Revenue less any Mobile Operator's share
         of the Gross Revenue and the business tax applicable thereto under PRC
         laws and regulations;

         "PERSONAL INFORMATION" means personal information collected by Mobile
         Operators and/or LINKTONE via the Services and Applications under this
         Agreement;

         "PRC" means the People's Republic of China, excluding, for the purpose
         of this Agreement, HKSAR, Macau and Taiwan;

         "PROGRAMMING CODES" means all or any programming codes embedded in the
         Services and Applications;

         "RELEVANT DATA" means the traffic data for the Services and
         Applications, lucky draw information, End-User information (including
         but not limited to the number of the End-Users, their personal details
         and mobile numbers, the number of Services and Applications actually
         and successfully sent and/or received by the End-Users) for the purpose
         of determining STAR's share of the Net Revenue in each Revenue Share
         Determination Period;

         "RELEVANT MATERIALS" means a detailed revenue report prepared by
         LINKTONE and other necessary information (including the bad debt ratio
         underlying the Gross Revenue, which shall be completely based on the
         information and details provided to LINKTONE by the Mobile Operators)
         required by STAR in its reasonable opinion for the purpose of
         determining STAR's share of the Net Revenue in each Revenue Share
         Determination Period;

         "REVENUE SHARE DETERMINATION PERIOD" means each calendar month
         commencing from the Commencement Date, on which basis both Parties
         shall determine their respective shares of the Net Revenue;

         "REVENUE SHARE CLEARANCE PERIOD" means the regular two-month period,
         which is constituted by two consecutive Revenue Share Determination
         Periods, on which basis LINKTONE shall pay STAR its share of the Net
         Revenue. For the purposes of this Agreement, the last date of each such
         Revenue Share

                                       19
<PAGE>

         Clearance Period during the Term shall be May 31, July 31, September
         30, November 30, January 31 and March 31 respectively;

         "RELEVANT SERVICE AND/OR APPLICATION" means any Service and/or
         Application using any of the Programming Codes, which becomes
         commercially available after the termination or expiration of the Term,
         whether within or outside PRC;

         "SERVICE(S) AND APPLICATION(S)" means various wireless application(s)
         and service(s) to be developed, provided, maintained and supported by
         STAR throughout the Term in cooperation with LINKTONE, via the
         Technical Platform, in accordance with the terms and provisions of this
         Agreement; the scope of the Services and Applications shall include,
         without limitation, SMS, WAP, EMS, MMS, BREW, JAVA, and more advanced
         services and offerings for the market, such as mobile video streaming,
         which STAR develops in cooperation with LINKTONE from time to time
         during the Term, based on LINKTONE and STAR's joint assessment of the
         market readiness and revenue opportunity. The ratio of revenue sharing
         between LINKTONE and STAR on such more advanced services and offerings
         shall be separately agreed upon by LINKTONE and STAR after good faith
         consultation;

         "SPECIAL CODE" means a special Common Access Code provided by LINKTONE
         in accordance with the terms and conditions of this Agreement and
         acceptable to STAR for the utilization of the Services and Applications
         by the End-Users;

         "STAR GROUP" means STAR Group Limited and any subsidiaries thereof;

         "TECHNICAL PLATFORM" means the technical platform including, without
         limitation, the hardware, database, bandwidth, systems and other
         necessary components as described in Schedule 3 to be provided by
         LINKTONE for the purpose of developing, providing, maintaining and
         supporting the Services and Applications during the Term;

         "TERM" means a period of twelve (12) months commencing from the
         Commencement Date, unless earlier terminated or otherwise renewed in
         accordance with Clause 13 of this Agreement; and

         "USER BASE" means the user base of the End-Users who have registered to
         use the Services and Applications throughout the Term.

                                       20
<PAGE>

In witness whereof this Agreement has been duly executed in two (2) copies by
the Parties hereto the day and year first above written.

Signed for and on behalf of      )
SHANGHAI LINKTONE CONSULTING LTD )
by                               )   Name:  Raymond Yang
in the presence of :             )   Title: Chief Executive Officer
                                     Date:  June    , 2003

/S/Raymond Yang
-------------------------
Witness

Signed for and on behalf of      )
SATELLITE TELEVISION ASIAN       )
REGION LIMITED by                )   Name:  Jamie Davis
In the presence of :             )   Title: President
                                     Date:  June      , 2003

/S/James Davis
--------------------------
Witness

                                       21
<PAGE>

SCHEDULE 1

LIST OF MOBILE OPERATORS

Mobile Operators

1.       China Mobile Communication Corporation ("CHINA MOBILE")

2.       China United Telecommunications Co., Ltd. ("CHINA UNICOM")

3.       Any other mobile operator that the Parties may agree from time to time
         during the Term after good faith consultation.

                                       22
<PAGE>

SCHEDULE 2

REVENUE SHARING

(A)      REVENUE SHARING BETWEEN LINKTONE AND STAR

<TABLE>
<S>                                                            <C>
REVENUE SHARING BETWEEN STAR AND LINKTONE                      (%)

STAR's share of Net Revenue                                     *

LINKTONE's share of Net Revenue                                 *
</TABLE>

(B)      METHODS AND SCHEDULE OF REVENUE SHARING AND MINIMUM GUARANTEE

         (1)      LINKTONE and STAR agree to share the Net Revenue in accordance
                  with this Agreement.

         (2)      The fee collection avenues, which exist and will be further
                  developed by LINKTONE from time to time during the Term of
                  this Agreement, include but not limited to the following:

                  (i)      the End-Users in Shanghai (CHINESE CHARACTER),
                           Zhejiang (CHINESE CHARACTER), Guangdong (CHINESE
                           CHARACTER), Tianjin (CHINESE CHARACTER), Jilin
                           (CHINESE CHARACTER), Jiangsu (CHINESE CHARACTER),
                           Fujian (CHINESE CHARACTER), Sichuan (CHINESE
                           CHARACTER), Shanxi (CHINESE CHARACTER), Shanxi
                           (CHINESE CHARACTER), Beijing (CHINESE CHARACTER),
                           Hunan (CHINESE CHARACTER), Hubei (CHINESE CHARACTER),
                           Liaoning (CHINESE CHARACTER), Henan (CHINESE
                           CHARACTER) and Chongqing (CHINESE CHARACTER) ; and

                  (ii)     the End-Users in the PRC other than the areas
                           mentioned in Section (B)(2)(i) above, who are
                           connected to China Mobile's networks via Shanghai.

         (3)      The detailed methods of calculation of and payment for the
                  Parties' share of the Net Revenue shall be as follows:

                  (i)      Within five (5) business days after every Revenue
                           Share Determination Period, LINKTONE shall deliver to
                           STAR the Relevant Data for such Revenue Share
                           Determination Period;

                  (ii)     Within thirty-five (35) days after every Revenue
                           Share Determination Period, LINKTONE shall deliver to
                           STAR the Relevant Materials for such Revenue Share
                           Determination Period; and

                                       23

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AND CONFIDENTIAL TERMS HAVE BEEN
OMITTED
<PAGE>

                  (iii)    In the event STAR disputes in writing the accuracy,
                           correctness and/or completeness of the Relevant Data
                           and/or Relevant Materials provided by LINKTONE in
                           accordance with Section (B)(3)(i) and (ii) above,
                           LINKTONE shall forthwith issue a written explanation
                           to STAR within three (3) days of STAR's written
                           dispute.

         (4)      STAR's share of the Net Revenue for every Revenue Share
                  Clearance Period during the Term shall become due and payable
                  by LINKTONE as follows:

                  (i)      No later than sixty-five (65) days following such
                           Revenue Share Clearance Period for the Net Revenue
                           from China Mobile (other than China Mobile Zhejiang
                           Provincial Branch);

                  (ii)     No later than ninety-five (95) days following such
                           Revenue Share Clearance Period for the Net Revenue
                           from China Mobile Zhejiang Provincial Branch; and

                  (iii)    Within five (5) business days after LINKTONE has
                           collected the Net Revenue for such Revenue Share
                           Clearance Period from China Unicom.

                  The due date of STAR's share of the Net Revenue for every
                  Revenue Share Clearance Period from the Mobile Operators other
                  than China Mobile and China Unicom, if any, shall be
                  determined by the Parties jointly after good faith
                  consultation.

         (5)      LINKTONE shall wire STAR's share of the Net Revenue for each
                  such Revenue Share Clearance Period to the bank account as
                  designated by STAR.

         (6)      In the event that STAR's aggregate share of the Net Revenue
                  for the first six (6) months of the Term is less than
                  ************, LINKTONE shall pay the difference to STAR within
                  five (5) days after the end of such period, subject to STAR's
                  exercising of its right of termination under Section (C).

         (7)      In the event that STAR's aggregate share of the Net Revenue
                  for the Term is less than ***************, LINKTONE shall pay
                  the difference to STAR within five (5) days after the end of
                  the Term.

         (8)      In the event of LINKTONE defaulting in any payment in
                  accordance with Section (B)(4), (6) and (7) above, STAR shall
                  be entitled (without

                                       24

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AND CONFIDENTIAL TERMS HAVE BEEN
OMITTED
<PAGE>

                  prejudice to any other right or remedy hereunder) to charge
                  LINKTONE interest on the outstanding amount from the due date
                  until actual payment by LINKTONE at a rate per annum equal to
                  5%.

(C)      PERFORMANCE REVIEW

         STAR shall have the right to review the performance of Services and
         Applications within ten (10) days after the end of the first six (6)
         months of the Term. If STAR reasonably believes that the said
         performance fails to meet the short-term operation target of STAR
         and/or is not consistent with the long-term business development
         objectives of STAR, STAR shall be entitled to terminate this Agreement
         on or before the expiration of the said 10-day period by serving a
         written notice to LINKTONE.

                                       25