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                                                                    EXHIBIT 10.2

                                  LINKTONE LTD.

                            2003 STOCK INCENTIVE PLAN

         1.       Purposes of the Plan. The purposes of this Plan are to attract
and retain the best available personnel, to provide additional incentives to
Employees, Directors and Consultants and to promote the success of the Company's
business.

         2.       Definitions. The following definitions shall apply as used
herein and in the individual Award Agreements except as defined otherwise in an
individual Award Agreement. In the event a term is separately defined in an
individual Award Agreement, such definition shall supercede the definition
contained in this Section 2.

                  (a)      "Administrator" means the Board or any of the
Committees appointed to administer the Plan.

                  (b)      "Affiliate" and "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 promulgated under the Exchange
Act.

                  (c)      "Applicable Laws" means the legal requirements
relating to the Plan and the Awards under applicable provisions of the corporate
and securities laws of the Cayman Islands, the Code, the rules of any applicable
stock exchange or national market system, and the rules of any jurisdiction
applicable to Awards granted to residents therein.

                  (d)      "Assumed" means that pursuant to a Corporate
Transaction either (i) the Award is expressly affirmed by the Company or (ii)
the contractual obligations represented by the Award are expressly assumed (and
not simply by operation of law) by the successor entity or its Parent in
connection with the Corporate Transaction with appropriate adjustments to the
number and type of securities of the successor entity or its Parent subject to
the Award and the exercise or purchase price thereof which preserves the
compensation element of the Award existing at the time of the Corporate
Transaction as determined in accordance with the instruments evidencing the
agreement to assume the Award.

                  (e)      "Award" means the grant of an Option, SAR, Dividend
Equivalent Right, Restricted Stock, Restricted Stock Unit or other right or
benefit under the Plan.

                  (f)      "Award Agreement" means the written agreement
evidencing the grant of an Award executed by the Company and the Grantee,
including any amendments thereto.

                  (g)      "Board" means the Board of Directors of the Company.

                  (h)      "Cause" means, with respect to the termination by the
Company or a Related Entity of the Grantee's Continuous Service, that such
termination is for "Cause" as such term is expressly defined in a then-effective
written agreement between the Grantee and the Company or such Related Entity, or
in the absence of such then-effective written agreement and definition, is based
on, in the determination of the Administrator, the Grantee's: (i) performance of
any act or failure to perform any act in bad faith and to the detriment of the
Company or a

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Related Entity; (ii) dishonesty, intentional misconduct or material breach of
any agreement with the Company or a Related Entity; or (iii) commission of a
crime involving dishonesty, breach of trust, or physical or emotional harm to
any person.

                  (i)      "Change in Control" means a change in ownership or
control of the Company after the Registration Date effected through either of
the following transactions:

                           (i)      the direct or indirect acquisition by any
person or related group of persons (other than an acquisition from or by the
Company or by a Company-sponsored employee benefit plan or by a person that
directly or indirectly controls, is controlled by, or is under common control
with, the Company) of beneficial ownership (within the meaning of Rule 13d-3 of
the Exchange Act) of securities possessing more than fifty percent (50%) of the
total combined voting power of the Company's outstanding securities pursuant to
a tender or exchange offer made directly to the Company's shareholders which a
majority of the Continuing Directors who are not Affiliates or Associates of the
offeror do not recommend such shareholders accept, or

                           (ii)     a change in the composition of the Board
over a period of thirty-six (36) months or less such that a majority of the
Board members (rounded up to the next whole number) ceases, by reason of one or
more contested elections for Board membership, to be comprised of individuals
who are Continuing Directors.

                  (j)      "Code" means the Internal Revenue Code of 1986, as
amended.

                  (k)      "Committee" means any committee composed of members
of the Board appointed by the Board to administer the Plan.

                  (l)      "Company" means Linktone Ltd., an exempted limited
company organized and existing under the laws of the Cayman Islands.

                  (m)      "Consultant" means any person (other than an Employee
or a Director, solely with respect to rendering services in such person's
capacity as a Director) who is engaged by the Company or any Related Entity to
render consulting or advisory services to the Company or such Related Entity.

                  (n)      "Continuing Directors" means members of the Board who
either (i) have been Board members continuously for a period of at least
thirty-six (36) months or (ii) have been Board members for less than thirty-six
(36) months and were elected or nominated for election as Board members by at
least a majority of the Board members described in clause (i) who were still in
office at the time such election or nomination was approved by the Board.

                  (o)      "Continuous Service" means that the provision of
services to the Company or a Related Entity in any capacity of Employee,
Director or Consultant is not interrupted or terminated. In jurisdictions
requiring notice in advance of an effective termination as an Employee, Director
or Consultant, Continuous Service shall be deemed terminated upon the actual
cessation of providing services to the Company or a Related Entity
notwithstanding any required notice period that must be fulfilled before a
termination as an Employee, Director or

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Consultant can be effective under Applicable Laws. Continuous Service shall not
be considered interrupted in the case of (i) any approved leave of absence, (ii)
transfers among the Company, any Related Entity, or any successor, in any
capacity of Employee, Director or Consultant, or (iii) any change in status as
long as the individual remains in the service of the Company or a Related Entity
in any capacity of Employee, Director or Consultant (except as otherwise
provided in the Award Agreement). An approved leave of absence shall include
sick leave, military leave, or any other authorized personal leave. For purposes
of each Incentive Stock Option granted under the Plan, if such leave exceeds
ninety (90) days, and reemployment upon expiration of such leave is not
guaranteed by statute or contract, then the Incentive Stock Option shall be
treated as a Non-Qualified Stock Option on the day three (3) months and one (1)
day following the expiration of such ninety (90) day period.

                  (p)      "Corporate Transaction" means any of the following
transactions:

                           (i)      a merger or consolidation in which the
Company is not the surviving entity, except for a transaction the principal
purpose of which is to change the state in which the Company is incorporated;

                           (ii)     the sale, transfer or other disposition of
all or substantially all of the assets of the Company;

                           (iii)    the complete liquidation or dissolution of
the Company;

                           (iv)     any reverse merger or series of related
transactions culminating in a reverse merger (including, but not limited to, a
tender offer followed by a reverse merger) in which the Company is the surviving
entity but (A) the Ordinary Shares outstanding immediately prior to such merger
are converted or exchanged by virtue of the merger into other property, whether
in the form of securities, cash or otherwise, or (B) in which securities
possessing more than fifty percent (50%) of the total combined voting power of
the Company's outstanding securities are transferred to a person or persons
different from those who held such securities immediately prior to such merger
or the initial transaction culminating in such merger, but excluding any such
transaction or series of related transactions that the Administrator determines
shall not be a Corporate Transaction; or

                           (v)      acquisition in a single or series of related
transactions by any person or related group of persons (other than the Company
or by a Company-sponsored employee benefit plan) of beneficial ownership (within
the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more
than fifty percent (50%) of the total combined voting power of the Company's
outstanding securities but excluding any such transaction or series of related
transactions that the Administrator determines shall not be a Corporate
Transaction.

                  (q)      "Director" means a member of the Board or the board
of directors of any Related Entity.

                  (r)      "Disability" means as defined under the long-term
disability policy of the Company or the Related Entity to which the Grantee
provides services regardless of whether the

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Grantee is covered by such policy. If the Company or the Related Entity to which
the Grantee provides service does not have a long-term disability plan in place,
"Disability" means that a Grantee is unable to carry out the responsibilities
and functions of the position held by the Grantee by reason of any medically
determinable physical or mental impairment for a period of not less than ninety
(90) consecutive days. A Grantee will not be considered to have incurred a
Disability unless he or she furnishes proof of such impairment sufficient to
satisfy the Administrator in its discretion.

                  (s)      "Dividend Equivalent Right" means a right entitling
the Grantee to compensation measured by dividends paid with respect to Ordinary
Shares.

                  (t)      "Employee" means any person, including an Officer or
Director, who is in the employ of the Company or any Related Entity, subject to
the control and direction of the Company or any Related Entity as to both the
work to be performed and the manner and method of performance. The payment of a
director's fee by the Company or a Related Entity shall not be sufficient to
constitute "employment" by the Company.

                  (u)      "Exchange Act" means the Securities Exchange Act of
1934, as amended.

                  (v)      "Fair Market Value" means, as of any date, the value
of an Ordinary Share determined as follows:

                           (i)      If the Ordinary Shares are listed on any
established stock exchange or a national market system, including without
limitation The Nasdaq National Market or The Nasdaq SmallCap Market of The
Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for
such stock (or the closing bid, if no sales were reported) as quoted on such
exchange or system on the date of determination (or, if no closing sales price
or closing bid was reported on that date, as applicable, on the last trading
date such closing sales price or closing bid was reported), as reported in The
Wall Street Journal or such other source as the Administrator deems reliable;

                           (ii)     If the Ordinary Shares are regularly quoted
on an automated quotation system (including the OTC Bulletin Board) or by a
recognized securities dealer, its Fair Market Value shall be the closing sales
price for such stock as quoted on such system on the date of determination, but
if selling prices are not reported, the Fair Market Value of an Ordinary Share
shall be the mean between the high bid and low asked prices for the Ordinary
Shares on the date of determination (or, if no such prices were reported on that
date, on the last date such prices were reported), as reported in The Wall
Street Journal or such other source as the Administrator deems reliable; or

                           (iii)    In the absence of an established market for
the Ordinary Shares of the type described in (i) and (ii), above, the Fair
Market Value thereof shall be determined by the Administrator in good faith.

                  (w)      "Grantee" means an Employee, Director or Consultant
who receives an Award under the Plan.

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                  (x)      "Immediate Family" means any child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling,
niece, nephew, mother-in-law, father-in-law, son-in law, daughter-in-law,
brother-in-law, or sister-in-law, including adoptive relationships, any person
sharing the Grantee's household (other than a tenant or employee), a trust in
which these persons (or the Grantee) have more than fifty percent (50%) of the
beneficial interest, a foundation in which these persons (or the Grantee)
control the management of assets, and any other entity in which these persons
(or the Grantee) own more than fifty percent (50%) of the voting interests.

                  (y)      "Incentive Stock Option" means an Option intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Code

                  (z)      "Non-Qualified Stock Option" means an Option not
intended to qualify as an Incentive Stock Option.

                  (aa)     "Officer" means a person who is an officer of the
Company or a Related Entity within the meaning of Section 16 of the Exchange Act
and the rules and regulations promulgated thereunder.

                  (bb)     "Option" means an option to purchase Shares pursuant
to an Award Agreement granted under the Plan.

                  (cc)     "Ordinary Shares" means the ordinary shares of the
Company.

                  (dd)     "Parent" means a "parent corporation", whether now or
hereafter existing, as defined in Section 424(e) of the Code.

                  (ee)     "Plan" means this 2003 Stock Incentive Plan.

                  (ff)     "Related Entity" means any Parent or Subsidiary of
the Company and any business, corporation, partnership, limited liability
company or other entity in which the Company or a Parent or a Subsidiary of the
Company holds a substantial ownership interest, directly or indirectly.

                  (gg)     "Registration Date" means the first to occur of (i)
the closing of the first sale to the general public pursuant to a registration
statement filed with and declared effective by the Securities and Exchange
Commission under the Securities Act of 1933, as amended, of (A) the Ordinary
Shares or (B) the same class of securities of a successor corporation (or its
Parent) issued pursuant to a Corporate Transaction in exchange for or in
substitution of the Ordinary Shares; and (ii) in the event of a Corporate
Transaction, the date of the consummation of the Corporate Transaction if the
same class of securities of the successor corporation (or its Parent) issuable
in such Corporate Transaction shall have been sold to the general public
pursuant to a registration statement filed with and declared effective by the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
on or prior to the date of consummation of such Corporate Transaction.

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                  (hh)     "Replaced" means that pursuant to a Corporate
Transaction the Award is replaced with a comparable stock award or a cash
incentive program of the Company, the successor entity (if applicable) or Parent
of either of them which preserves the compensation element of such Award
existing at the time of the Corporate Transaction and provides for subsequent
payout in accordance with the same (or a more favorable) vesting schedule
applicable to such Award. The determination of Award comparability shall be made
by the Administrator and its determination shall be final, binding and
conclusive.

                  (ii)     "Restricted Stock" means Shares issued under the Plan
to the Grantee for such consideration, if any, and subject to such restrictions
on transfer, rights of first refusal, repurchase provisions, forfeiture
provisions, and other terms and conditions as established by the Administrator.

                  (jj)     "Restricted Stock Units" means an Award which may be
earned in whole or in part upon the passage of time or the attainment of
performance criteria established by the Administrator and which may be settled
for cash, Shares or other securities or a combination of cash, Shares or other
securities as established by the Administrator.

                  (kk)     "SAR" means a stock appreciation right entitling the
Grantee to Shares or cash compensation, as established by the Administrator,
measured by appreciation in the value of Ordinary Shares.

                  (ll)     "Share" means an Ordinary Share.

                  (mm)     "Subsidiary" means a "subsidiary corporation",
whether now or hereafter existing, as defined in Section 424(f) of the Code.

         3.       Stock Subject to the Plan.

                  (a)      Subject to the provisions of Section 10, below, the
maximum aggregate number of Shares which may be issued pursuant to all Awards
(including Incentive Stock Options) is 96,100 Shares, plus an annual increase to
be added on the first business day of each calendar year beginning in 2005 equal
to the lesser of (x) 151,750 Shares, (y) two and a half percent (2.5%) of the
number of Shares outstanding as of such date, or (z) a lesser number of Shares
determined by the Administrator. In addition, the maximum aggregate number of
Shares which may be issued pursuant to all Awards (including Incentive Stock
Options) shall be increased by any Shares (up to a maximum of 300,000 Shares)
that are represented by awards under the Company's 2000-1 Employee Stock Option
Scheme that are forfeited, expire or are cancelled without delivery of the
Shares or which result in forfeiture of the Shares back to the Company on or
after the adoption of this Plan. The Shares to be issued pursuant to Awards must
be authorized, but unissued.

                  (b)      Any Shares covered by an Award (or portion of an
Award) which is forfeited, canceled or expires (whether voluntarily or
involuntarily) shall be deemed not to have been issued for purposes of
determining the maximum aggregate number of Shares which may be issued under the
Plan. Shares that actually have been issued under the Plan pursuant to an Award
shall not be returned to the Plan and shall not become available for future
issuance under

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the Plan, except that if unvested Shares are forfeited, or repurchased by the
Company at the lower of their original purchase price or their Fair Market Value
at the time of repurchase, such Shares shall become available for future grant
under the Plan.

         4.       Administration of the Plan.

                  (a)      Plan Administrator.

                           (i)      Administration. The Plan shall be
administered by (A) the Board or (B) a Committee designated by the Board, which
Committee shall be constituted in such a manner as to satisfy the Applicable
Laws. Once appointed, such Committee shall continue to serve in its designated
capacity until otherwise directed by the Board. The Board may authorize one or
more Officers to grant such Awards and may limit such authority as the Board
determines from time to time.

                           (ii)     Administration Errors. In the event an Award
is granted in a manner inconsistent with the provisions of this subsection (a),
such Award shall be presumptively valid as of its grant date to the extent
permitted by the Applicable Laws.

                  (b)      Powers of the Administrator. Subject to Applicable
Laws and the provisions of the Plan (including any other powers given to the
Administrator hereunder), and except as otherwise provided by the Board, the
Administrator shall have the authority, in its discretion:

                           (i)      to select the Employees, Directors and
Consultants to whom Awards may be granted from time to time hereunder;

                           (ii)     to determine whether and to what extent
Awards are granted hereunder;

                           (iii)    to determine the number of Shares or the
amount of other consideration to be covered by each Award granted hereunder;

                           (iv)     to approve forms of Award Agreements for use
under the Plan;

                           (v)      to determine the terms and conditions of any
Award granted hereunder;

                           (vi)     to amend the terms of any outstanding Award
granted under the Plan including reducing the exercise price, purchase price or
base appreciation amount of any Award granted under the Plan or canceling an
Award at a time when its exercise price, purchase price or base appreciation
amount exceeds the Fair Market Value of the underlying Shares in exchange for
another Award, provided that any amendment that would adversely affect the
Grantee's rights under an outstanding Award shall not be made without the
Grantee's written consent;

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                           (vii)    to construe and interpret the terms of the
Plan and Awards, including without limitation, any notice of award or Award
Agreement, granted pursuant to the Plan;

                           (viii)   to grant Awards to Employees, Directors and
Consultants employed outside the United States on such terms and conditions
different from those specified in the Plan as may, in the judgment of the
Administrator, be necessary or desirable to further the purpose of the Plan; and

                           (ix)     to take such other action, not inconsistent
with the terms of the Plan, as the Administrator deems appropriate.

                  (c)      Indemnification. In addition to such other rights of
indemnification as they may have as members of the Board or as Officers or
Employees of the Company or a Related Entity, members of the Board and any
Officers or Employees of the Company or a Related Entity to whom authority to
act for the Board, the Administrator or the Company is delegated shall be
defended and indemnified by the Company to the extent permitted by law on an
after-tax basis against all reasonable expenses, including attorneys' fees,
actually and necessarily incurred in connection with the defense of any claim,
investigation, action, suit or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan, or any Award
granted hereunder, and against all amounts paid by them in settlement thereof
(provided such settlement is approved by the Company) or paid by them in
satisfaction of a judgment in any such claim, investigation, action, suit or
proceeding, except in relation to matters as to which it shall be adjudged in
such claim, investigation, action, suit or proceeding that such person is liable
for gross negligence, bad faith or intentional misconduct; provided, however,
that within thirty (30) days after the institution of such claim, investigation,
action, suit or proceeding, such person shall offer to the Company, in writing,
the opportunity at the Company's expense to defend the same.

         5.       Eligibility. Awards other than Incentive Stock Options may be
granted to Employees, Directors and Consultants. Incentive Stock Options may be
granted only to Employees of the Company or a Parent or a Subsidiary of the
Company. An Employee, Director or Consultant who has been granted an Award may,
if otherwise eligible, be granted additional Awards.

         6.       Terms and Conditions of Awards.

                  (a)      Types of Awards. The Administrator is authorized
under the Plan to award any type of arrangement to an Employee, Director or
Consultant that is not inconsistent with the provisions of the Plan and that by
its terms involves or might involve the issuance of (i) Shares, (ii) cash or
(iii) an Option, a SAR, or similar right with a fixed or variable price related
to the Fair Market Value of the Shares and with an exercise or conversion
privilege related to the passage of time, the occurrence of one or more events,
or the satisfaction of performance criteria or other conditions. Such awards
include, without limitation, Options, SARs, sales or bonuses of Restricted
Stock, Dividend Equivalent Rights or Restricted Stock Units, and an Award may

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consist of one such security or benefit, or two (2) or more of them in any
combination or alternative.

                  (b)      Designation of Award. Each Award shall be designated
in the Award Agreement. In the case of an Option, the Option shall be designated
as either an Incentive Stock Option or a Non-Qualified Stock Option. However,
notwithstanding such designation, to the extent that the aggregate Fair Market
Value of Shares subject to Options designated as Incentive Stock Options which
become exercisable for the first time by a Grantee during any calendar year
(under all plans of the Company or any Parent or Subsidiary of the Company)
exceeds $100,000, such excess Options, to the extent of the Shares covered
thereby in excess of the foregoing limitation, shall be treated as Non-Qualified
Stock Options. For this purpose, Incentive Stock Options shall be taken into
account in the order in which they were granted, and the Fair Market Value of
the Shares shall be determined as of the grant date of the relevant Option.

                  (c)      Conditions of Award. Subject to the terms of the
Plan, the Administrator shall determine the provisions, terms, and conditions of
each Award including, but not limited to, the Award vesting schedule, repurchase
provisions, rights of first refusal, forfeiture provisions, form of payment
(cash, Shares, or other consideration) upon settlement of the Award, payment
contingencies, and satisfaction of any performance criteria. The performance
criteria established by the Administrator may be based on any one of, or
combination of, the following: (i) increase in share price, (ii) earnings per
share, (iii) total shareholder return, (iv) operating margin, (v) gross margin,
(vi) return on equity, (vii) return on assets, (viii) return on investment, (ix)
operating income, (x) net operating income, (xi) pre-tax profit, (xii) cash
flow, (xiii) revenue, (xiv) expenses, (xv) earnings before interest, taxes and
depreciation, (xvi) economic value added, (xvii) market share, (xviii) personal
management objectives, and (xix) other measures of performance selected by the
Administrator. Partial achievement of the specified criteria may result in a
payment or vesting corresponding to the degree of achievement as specified in
the Award Agreement.

                  (d)      Acquisitions and Other Transactions. The
Administrator may issue Awards under the Plan in settlement, assumption or
substitution for, outstanding awards or obligations to grant future awards in
connection with the Company or a Related Entity acquiring another entity, an
interest in another entity or an additional interest in a Related Entity whether
by merger, stock purchase, asset purchase or other form of transaction.

                  (e)      Deferral of Award Payment. The Administrator may
establish one or more programs under the Plan to permit selected Grantees the
opportunity to elect to defer receipt of consideration upon exercise of an
Award, satisfaction of performance criteria, or other event that absent the
election would entitle the Grantee to payment or receipt of Shares or other
consideration under an Award. The Administrator may establish the election
procedures, the timing of such elections, the mechanisms for payments of, and
accrual of interest or other earnings, if any, on amounts, Shares or other
consideration so deferred, and such other terms, conditions, rules and
procedures that the Administrator deems advisable for the administration of any
such deferral program.

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                  (f)      Separate Programs. The Administrator may establish
one or more separate programs under the Plan for the purpose of issuing
particular forms of Awards to one or more classes of Grantees on such terms and
conditions as determined by the Administrator from time to time.

                  (g)      Early Exercise. The Award Agreement may, but need
not, include a provision whereby the Grantee may elect at any time while an
Employee, Director or Consultant to exercise any part or all of the Award prior
to full vesting of the Award. Any unvested Shares received pursuant to such
exercise may be subject to a repurchase right in favor of the Company or a
Related Entity or to any other restriction the Administrator determines to be
appropriate.

                  (h)      Term of Award. The term of each Award shall be the
term stated in the Award Agreement, provided, however, that the term of an
Incentive Stock Option shall be no more than ten (10) years from the date of
grant thereof. However, in the case of an Incentive Stock Option granted to a
Grantee who, at the time the Option is granted, owns stock representing more
than ten percent (10%) of the voting power of all classes of stock of the
Company or any Parent or Subsidiary of the Company, the term of the Incentive
Stock Option shall be five (5) years from the date of grant thereof or such
shorter term as may be provided in the Award Agreement.

                  (i)      Transferability of Awards. Incentive Stock Options
may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in
any manner other than by will or by the laws of descent or distribution and may
be exercised, during the lifetime of the Grantee, only by the Grantee. Other
Awards shall be transferable by will and by the laws of descent and
distribution, and during the lifetime of the Grantee, by gift or pursuant to a
domestic relations order to members of the Grantee's Immediate Family to the
extent and in the manner determined by the Administrator. Notwithstanding the
foregoing, the Grantee may designate one or more beneficiaries of the Grantee's
Award in the event of the Grantee's death on a beneficiary designation form
provided by the Administrator.

                  (j)      Time of Granting Awards. The date of grant of an
Award shall for all purposes be the date on which the Administrator makes the
determination to grant such Award, or such other date as is determined by the
Administrator.

         7.       Award Exercise or Purchase Price, Consideration and Taxes.

                  (a)      Exercise or Purchase Price. The exercise or purchase
price, if any, for an Award shall be as follows:

                           (i)      In the case of an Incentive Stock Option:

                                    (A)      granted to an Employee who, at the
time of the grant of such Incentive Stock Option owns stock representing more
than ten percent (10%) of the voting power of all classes of stock of the
Company or any Parent or Subsidiary of the Company, the per Share exercise price
shall be not less than one hundred ten percent (110%) of the Fair Market Value
per Share on the date of grant; or

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                                    (B)      granted to any Employee other than
an Employee described in the preceding paragraph, the per Share exercise price
shall be not less than one hundred percent (100%) of the Fair Market Value per
Share on the date of grant.

                           (ii)     In the case of other Awards, such price as
is determined by the Administrator.

                           (iii)    Notwithstanding the foregoing provisions of
this Section 7(a), in the case of an Award issued pursuant to Section 6(d),
above, the exercise or purchase price for the Award shall be determined in
accordance with the provisions of the relevant instrument evidencing the
agreement to issue such Award.

                  (b)      Consideration. Subject to Applicable Laws, the
consideration to be paid for the Shares to be issued upon exercise or purchase
of an Award including the method of payment, shall be determined by the
Administrator (and, in the case of an Incentive Stock Option, shall be
determined at the time of grant). In addition to any other types of
consideration the Administrator may determine, the Administrator is authorized
to accept as consideration for Shares issued under the Plan the following,
provided that the portion of the consideration equal to the par value of the
Shares must be paid in cash or other legal consideration permitted by the
Delaware General Corporation Law:

                           (i)      cash;

                           (ii)     check;

                           (iii)    if the exercise or purchase occurs on or
after the Registration Date, surrender of Shares or delivery of a properly
executed form of attestation of ownership of Shares as the Administrator may
require which have a Fair Market Value on the date of surrender or attestation
equal to the aggregate exercise price of the Shares as to which said Award shall
be exercised, provided, however, that Shares acquired under the Plan or any
other equity compensation plan or agreement of the Company must have been held
by the Grantee for a period of more than six (6) months (and not used for
another Award exercise by attestation during such period);

                           (iv)     with respect to Options, if the exercise
occurs on or after the Registration Date, payment through a broker-dealer sale
and remittance procedure pursuant to which the Grantee (A) shall provide written
instructions to a Company designated brokerage firm to effect the immediate sale
of some or all of the purchased Shares and remit to the Company sufficient funds
to cover the aggregate exercise price payable for the purchased Shares and (B)
shall provide written directives to the Company to deliver the certificates for
the purchased Shares directly to such brokerage firm in order to complete the
sale transaction; or

                           (v)      any combination of the foregoing methods of
payment.

                  (c)      Taxes. No Shares shall be delivered under the Plan to
any Grantee or other person until such Grantee or other person has made
arrangements acceptable to the Administrator for the satisfaction of any
federal, state, or local income and employment tax

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withholding obligations, including, without limitation, obligations incident to
the receipt of Shares or the disqualifying disposition of Shares received on
exercise of an Incentive Stock Option. Upon exercise of an Award the Company
shall withhold or collect from Grantee an amount sufficient to satisfy such tax
obligations. To the extent permitted by the Administrator, the Grantee may
authorize the Company to retain a sufficient number of Shares issuable upon the
exercise of an Award to cover the Grantee's minimum income tax and employment
tax withholding obligations.

         8.       Exercise of Award.

                  (a)      Procedure for Exercise; Rights as a Shareholder.

                           (i)      Any Award granted hereunder shall be
exercisable at such times and under such conditions as determined by the
Administrator under the terms of the Plan and specified in the Award Agreement.

                           (ii)     An Award shall be deemed to be exercised
when written notice of such exercise has been given to the Company in accordance
with the terms of the Award by the person entitled to exercise the Award and
full payment for the Shares with respect to which the Award is exercised,
including, to the extent selected, use of the broker-dealer sale and remittance
procedure to pay the purchase price as provided in Section 7(b)(iv).

                  (b)      Exercise of Award Following Termination of Continuous
Service.

                           (i)      An Award may not be exercised after the
termination date of such Award set forth in the Award Agreement and may be
exercised following the termination of a Grantee's Continuous Service only to
the extent provided in the Award Agreement.

                           (ii)     Where the Award Agreement permits a Grantee
to exercise an Award following the termination of the Grantee's Continuous
Service for a specified period, the Award shall terminate to the extent not
exercised on the last day of the specified period or the last day of the
original term of the Award, whichever occurs first.

                           (iii)    Any Award designated as an Incentive Stock
Option to the extent not exercised within the time permitted by law for the
exercise of Incentive Stock Options following the termination of a Grantee's
Continuous Service shall convert automatically to a Non-Qualified Stock Option
and thereafter shall be exercisable as such to the extent exercisable by its
terms for the period specified in the Award Agreement.

         9.       Conditions Upon Issuance of Shares.

                  (a)      Shares shall not be issued pursuant to the exercise
of an Award unless the exercise of such Award and the issuance and delivery of
such Shares pursuant thereto shall comply with all Applicable Laws, and shall be
further subject to the approval of counsel for the Company with respect to such
compliance.

                                       12
<PAGE>

                  (b)      As a condition to the exercise of an Award, the
Company may require the person exercising such Award to represent and warrant at
the time of any such exercise that the Shares are being purchased only for
investment and without any present intention to sell or distribute such Shares
if, in the opinion of counsel for the Company, such a representation is required
by any Applicable Laws.

         10.      Adjustments Upon Changes in Capitalization. Subject to any
required action by the shareholders of the Company, the number of Shares covered
by each outstanding Award, and the number of Shares which have been authorized
for issuance under the Plan but as to which no Awards have yet been granted or
which have been returned to the Plan, the exercise or purchase price of each
such outstanding Award, the maximum number of Shares with respect to which
Awards may be granted to any Grantee in any fiscal year of the Company, as well
as any other terms that the Administrator determines require adjustment shall be
proportionately adjusted for (i) any increase or decrease in the number of
issued Shares resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Shares, or similar transaction affecting
the Shares, (ii) any other increase or decrease in the number of issued Shares
effected without receipt of consideration by the Company, or (iii) as the
Administrator may determine in its discretion, any other transaction with
respect to Ordinary Shares including a corporate merger, consolidation,
acquisition of property or stock, separation (including a spin-off or other
distribution of stock or property), reorganization, liquidation (whether partial
or complete) or any similar transaction; provided, however that conversion of
any convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration." Such adjustment shall be made by
the Administrator and its determination shall be final, binding and conclusive.
Except as the Administrator determines, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason hereof shall be made with respect to,
the number or price of Shares subject to an Award.

         11.      Corporate Transactions and Changes in Control.

                  (a)      Termination of Award to Extent Not Assumed in
Corporate Transaction. Effective upon the consummation of a Corporate
Transaction, all outstanding Awards under the Plan shall terminate. However, all
such Awards shall not terminate to the extent they are Assumed in connection
with the Corporate Transaction.

                  (b)      Acceleration of Award Upon Corporate Transaction or
Change in Control.

                           (i)      Corporate Transaction. Except as provided
otherwise in an individual Award Agreement, in the event of a Corporate
Transaction and:

                                    (A)      for the portion of each Award that
is Assumed or Replaced, then such Award (if Assumed), the replacement Award (if
Replaced), or the cash incentive program (if Replaced) automatically shall
become fully vested, exercisable and payable and be released from any repurchase
or forfeiture rights (other than repurchase rights exercisable at Fair Market
Value) for all of the Shares at the time represented by such Assumed or Replaced
portion of the Award, immediately upon termination of the Grantee's Continuous
Service if such

                                       13
<PAGE>

Continuous Service is terminated by the successor company or the Company without
Cause within twelve (12) months after the Corporate Transaction; and

                                    (B)      for the portion of each Award that
is neither Assumed nor Replaced, such portion of the Award shall automatically
become fully vested and exercisable and be released from any repurchase or
forfeiture rights (other than repurchase rights exercisable at Fair Market
Value) for all of the Shares at the time represented by such portion of the
Award, immediately prior to the specified effective date of such Corporate
Transaction.

                           (ii)     Change in Control. Except as provided
otherwise in an individual Award Agreement, following a Change in Control (other
than a Change in Control which also is a Corporate Transaction) and upon the
termination of the Continuous Service of a Grantee if such Continuous Service is
terminated by the Company or Related Entity without Cause within twelve (12)
months after a Change in Control, each Award of such Grantee which is at the
time outstanding under the Plan automatically shall become fully vested and
exercisable and be released from any repurchase or forfeiture rights (other than
repurchase rights exercisable at Fair Market Value), immediately upon the
termination of such Continuous Service.

                  (c)      Effect of Acceleration on Incentive Stock Options.
Any Incentive Stock Option accelerated under this Section 11 in connection with
a Corporate Transaction or Change in Control shall remain exercisable as an
Incentive Stock Option under the Code only to the extent the $100,000 dollar
limitation of Section 422(d) of the Code is not exceeded. To the extent such
dollar limitation is exceeded, the excess Options shall be treated as
Non-Qualified Stock Options.

         12.      Effective Date and Term of Plan. The Plan shall become
effective upon the earlier to occur of its adoption by the Board or its approval
by the shareholders of the Company. It shall continue in effect for a term of
ten (10) years unless sooner terminated. Subject to Section 17, below, and
Applicable Laws, Awards may be granted under the Plan upon its becoming
effective.

         13.      Amendment, Suspension or Termination of the Plan.

                  (a)      The Board may at any time amend, suspend or terminate
the Plan; provided, however, that no such amendment shall be made without the
approval of the Company's shareholders to the extent such approval is required
by Applicable Laws.

                  (b)      No Award may be granted during any suspension of the
Plan or after termination of the Plan.

                  (c)      No suspension or termination of the Plan (including
termination of the Plan under Section 12, above) shall adversely affect any
rights under Awards already granted to a Grantee.

                                       14
<PAGE>

         14.      Availability of Shares.

                  (a)      The Company, during the term of the Plan, will at all
times keep available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.

                  (b)      The inability of the Company to obtain authority from
any regulatory body having jurisdiction, which authority is deemed by the
Company's counsel to be necessary to the lawful issuance and sale of any Shares
hereunder, shall relieve the Company of any liability in respect of the failure
to issue or sell such Shares as to which such requisite authority shall not have
been obtained.

         15.      No Effect on Terms of Employment/Consulting Relationship. The
Plan shall not confer upon any Grantee any right with respect to the Grantee's
Continuous Service, nor shall it interfere in any way with his or her right or
the right of the Company or any Related Entity to terminate the Grantee's
Continuous Service at any time, with or without Cause, and with or without
notice. The ability of the Company or any Related Entity to terminate the
employment of a Grantee who is employed at will is in no way affected by its
determination that the Grantee's Continuous Service has been terminated for
Cause for the purposes of this Plan.

         16.      No Effect on Retirement and Other Benefit Plans. Except as
specifically provided in a retirement or other benefit plan of the Company or a
Related Entity, Awards shall not be deemed compensation for purposes of
computing benefits or contributions under any retirement plan of the Company or
a Related Entity, and shall not affect any benefits under any other benefit plan
of any kind or any benefit plan subsequently instituted under which the
availability or amount of benefits is related to level of compensation. The Plan
is not a "Retirement Plan" or "Welfare Plan" under the Employee Retirement
Income Security Act of 1974, as amended.

         17.      Shareholder Approval. The grant of Incentive Stock Options
under the Plan shall be subject to approval by the shareholders of the Company
within twelve (12) months before or after the date the Plan is adopted excluding
Incentive Stock Options issued in substitution for outstanding Incentive Stock
Options pursuant to Section 424(a) of the Code. Such shareholder approval shall
be obtained in the degree and manner required under Applicable Laws. The
Administrator may grant Incentive Stock Options under the Plan prior to approval
by the shareholders, but until such approval is obtained, no such Incentive
Stock Option shall be exercisable. In the event that shareholder approval is not
obtained within the twelve (12) month period provided above, all Incentive Stock
Options previously granted under the Plan shall be exercisable as Non-Qualified
Stock Options.

         18.      Unfunded Obligation. Grantees shall have the status of general
unsecured creditors of the Company. Any amounts payable to Grantees pursuant to
the Plan shall be unfunded and unsecured obligations for all purposes,
including, without limitation, Title I of the Employee Retirement Income
Security Act of 1974, as amended. Neither the Company nor any Related Entity
shall be required to segregate any monies from its general funds, or to create
any trusts, or establish any special accounts with respect to such obligations.
The Company shall retain at all times beneficial ownership of any investments,
including trust investments, which the Company may make to fulfill its payment
obligations hereunder. Any investments or the creation or maintenance of any
trust or any Grantee account shall not create or constitute a trust

                                       15
<PAGE>

or fiduciary relationship between the Administrator, the Company or any Related
Entity and a Grantee, or otherwise create any vested or beneficial interest in
any Grantee or the Grantee's creditors in any assets of the Company or a Related
Entity. The Grantees shall have no claim against the Company or any Related
Entity for any changes in the value of any assets that may be invested or
reinvested by the Company with respect to the Plan.

                                       16
<PAGE>

                                  LINKTONE LTD.

                            2003 STOCK INCENTIVE PLAN

                          NOTICE OF STOCK OPTION AWARD

         Grantee's Name and Address:          __________________________________

                                              __________________________________

                                              __________________________________

         You (the "Grantee") have been granted an option to purchase Ordinary
Shares, subject to the terms and conditions of this Notice of Stock Option Award
(the "Notice"), the Linktone Ltd. 2003 Stock Incentive Plan, as amended from
time to time (the "Plan") and the Stock Option Award Agreement (the "Option
Agreement") attached hereto, as follows. Unless otherwise defined herein, the
terms defined in the Plan shall have the same defined meanings in this Notice.

         Award Number                         __________________________________

         Date of Award                        __________________________________

         Vesting Commencement Date            __________________________________

         Exercise Price per Share             $_________________________________

         Total Number of Ordinary Shares
         Subject to the Option (the "Shares") __________________________________

         Total Exercise Price                 $_________________________________

         Type of Option:                      _______ Incentive Stock Option

                                              _______ Non-Qualified Stock Option

         Expiration Date:                     __________________________________

         Post-Termination Exercise Period:    Three (3) Months

Vesting Schedule:

         Subject to the Grantee's Continuous Service and other limitations set
forth in this Notice, the Plan and the Option Agreement, the Option may be
exercised, in whole or in part, in accordance with the following schedule:

         [1/8 OF THE SHARES SUBJECT TO THE OPTION SHALL VEST SIX MONTHS AFTER
THE VESTING COMMENCEMENT DATE, AND AN ADDITIONAL 1/48 OF THE SHARES SUBJECT TO
THE OPTION SHALL VEST ON EACH MONTHLY ANNIVERSARY OF THE VESTING COMMENCEMENT
DATE THEREAFTER.]

         [IN THE EVENT THE GRANTEE'S CONTINUOUS SERVICE IS TERMINATED DUE TO THE
GRANTEE'S DEATH OR DISABILITY, 100% OF THE SHARES SUBJECT TO THE OPTION SHALL
AUTOMATICALLY BECOME VESTED IMMEDIATELY PRIOR TO THE DATE OF SUCH TERMINATION.]

                                       1
<PAGE>

         During any authorized leave of absence, the vesting of the Option as
provided in this schedule shall be suspended after the leave of absence exceeds
a period of ninety (90) days. Vesting of the Option shall resume upon the
Grantee's termination of the leave of absence and return to service to the
Company or a Related Entity. The Vesting Schedule of the Option shall be
extended by the length of the suspension.

         In the event of termination of the Grantee's Continuous Service for
Cause, the Grantee's right to exercise the Option shall terminate concurrently
with the termination of the Grantee's Continuous Service, except as otherwise
determined by the Administrator.

         In the event of the Grantee's change in status from Employee to
Consultant or from an Employee whose customary employment is 20 hours or more
per week to an Employee whose customary employment is fewer than 20 hours per
week, vesting of the Option shall continue only to the extent determined by the
Administrator as of such change in status.

         IN WITNESS WHEREOF, the Company and the Grantee have executed this
Notice and agree that the Option is to be governed by the terms and conditions
of this Notice, the Plan, and the Option Agreement.

                                      Linktone Ltd.
                                      a Cayman Islands limited liability company

                                      By: ______________________________________

                                      Title: ___________________________________

THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES SUBJECT TO THE OPTION SHALL
VEST, IF AT ALL, ONLY DURING THE PERIOD OF THE GRANTEE'S CONTINUOUS SERVICE (NOT
THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE OPTION OR ACQUIRING SHARES
HEREUNDER). THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS
NOTICE, THE OPTION AGREEMENT, OR THE PLAN SHALL CONFER UPON THE GRANTEE ANY
RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF THE GRANTEE'S CONTINUOUS
SERVICE, NOR SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEE'S RIGHT OR THE RIGHT
OF THE COMPANY OR RELATED ENTITY TO WHICH THE GRANTEE PROVIDES SERVICES TO
TERMINATE THE GRANTEE'S CONTINUOUS SERVICE, WITH OR WITHOUT CAUSE, AND WITH OR
WITHOUT NOTICE. THE GRANTEE ACKNOWLEDGES THAT UNLESS THE GRANTEE HAS A WRITTEN
EMPLOYMENT AGREEMENT WITH THE COMPANY TO THE CONTRARY, THE GRANTEE'S STATUS IS
AT WILL.

         The Grantee acknowledges receipt of a copy of the Plan and the Option
Agreement, and represents that he or she is familiar with the terms and
provisions thereof, and hereby accepts the Option subject to all of the terms
and provisions hereof and thereof. The Grantee has reviewed this Notice, the
Plan, and the Option Agreement in their entirety, has had an opportunity to
obtain the advice of counsel prior to executing this Notice, and fully
understands all provisions of this Notice, the Plan and the Option Agreement.
The Grantee hereby agrees that all questions

                                       2
<PAGE>

of interpretation and administration relating to this Notice, the Plan and the
Option Agreement shall be resolved by the Administrator in accordance with
Section 17 of the Option Agreement. The Grantee further agrees to the venue
selection and waiver of a jury trial in accordance with Section 18 of the Option
Agreement. The Grantee further agrees to notify the Company upon any change in
the residence address indicated in this Notice.

Dated: ______________________            Signed: _______________________________
                                                             Grantee

                                       3
<PAGE>

                                                       AWARD NUMBER: ___________

                                  LINKTONE LTD.

                            2003 STOCK INCENTIVE PLAN

                          STOCK OPTION AWARD AGREEMENT

         1.       Grant of Option. Linktone Ltd., a Cayman Islands limited
liability company (the "Company"), hereby grants to the Grantee (the "Grantee")
named in the Notice of Stock Option Award (the "Notice"), an option (the
"Option") to purchase the Total Number of Ordinary Shares subject to the Option
(the "Shares") set forth in the Notice, at the Exercise Price per Share set
forth in the Notice (the "Exercise Price") subject to the terms and provisions
of the Notice, this Stock Option Award Agreement (the "Option Agreement") and
the Company's 2003 Stock Incentive Plan, as amended from time to time (the
"Plan"), which are incorporated herein by reference. Unless otherwise defined
herein, the terms defined in the Plan shall have the same defined meanings in
this Option Agreement.

         If designated in the Notice as an Incentive Stock Option, the Option is
intended to qualify as an Incentive Stock Option as defined in Section 422 of
the Code. However, notwithstanding such designation, to the extent that the
aggregate Fair Market Value of the Shares subject to Options designated as
Incentive Stock Options which become exercisable for the first time by the
Grantee during any calendar year (under all plans of the Company or any Parent
or Subsidiary of the Company) exceeds $100,000, such excess Options, to the
extent of the Shares covered thereby in excess of the foregoing limitation,
shall be treated as Non-Qualified Stock Options. For this purpose, Incentive
Stock Options shall be taken into account in the order in which they were
granted, and the Fair Market Value of the Shares shall be determined as of the
date the Option with respect to such Shares is awarded.

         2.       Exercise of Option.

                  (a)      Right to Exercise. The Option shall be exercisable
during its term in accordance with the Vesting Schedule set out in the Notice
and with the applicable provisions of the Plan and this Option Agreement. The
Option shall be subject to the provisions of Section 11 of the Plan relating to
the exercisability or termination of the Option in the event of a Corporate
Transaction or Change in Control. The Grantee shall be subject to reasonable
limitations on the number of requested exercises during any monthly or weekly
period as determined by the Administrator. In no event shall the Company issue
fractional Shares.

                  (b)      Method of Exercise. The Option shall be exercisable
by delivery of an exercise notice (a form of which is attached as Exhibit A) or
by such other procedure as specified from time to time by the Administrator
which shall state the election to exercise the Option, the whole number of
Shares in respect of which the Option is being exercised, and such other
provisions as may be required by the Administrator. The exercise notice shall be
delivered in person, by certified mail, or by such other method (including
electronic transmission) as

                                       1
<PAGE>

determined from time to time by the Administrator to the Company accompanied by
payment of the Exercise Price. The Option shall be deemed to be exercised upon
receipt by the Company of such notice accompanied by the Exercise Price, which,
to the extent selected, shall be deemed to be satisfied by use of the
broker-dealer sale and remittance procedure to pay the Exercise Price provided
in Section 4(d), below.

                  (c)      Taxes. No Shares will be delivered to the Grantee or
other person pursuant to the exercise of the Option until the Grantee or other
person has made arrangements acceptable to the Administrator for the
satisfaction of applicable income tax and employment tax withholding
obligations, including, without limitation, such other tax obligations of the
Grantee incident to the receipt of Shares or the disqualifying disposition of
Shares received on exercise of an Incentive Stock Option. Upon exercise of the
Option, the Company or the Grantee's employer may offset or withhold (from any
amount owed by the Company or the Grantee's employer to the Grantee) or collect
from the Grantee or other person an amount sufficient to satisfy such tax
obligations and/or the employer's withholding obligations.

         3.       Grantee's Representations. The Grantee understands that
neither the Option nor the Shares exercisable pursuant to the Option have been
registered under the Securities Act of 1933, as amended or any United States
securities laws. In the event the Shares purchasable pursuant to the exercise of
the Option have not been registered under the Securities Act of 1933, as
amended, at the time the Option is exercised, the Grantee shall, if requested by
the Company, concurrently with the exercise of all or any portion of the Option,
deliver to the Company his or her Investment Representation Statement in the
form attached hereto as Exhibit B.

         4.       Method of Payment. Payment of the Exercise Price shall be made
by any of the following, or a combination thereof, at the election of the
Grantee; provided, however, that such exercise method does not then violate any
Applicable Law:

                  (a)      cash;

                  (b)      check;

                  (c)      if the exercise occurs on or after the Registration
Date, surrender of Shares or delivery of a properly executed form of attestation
of ownership of Shares as the Administrator may require which have a Fair Market
Value on the date of surrender or attestation equal to the aggregate Exercise
Price of the Shares as to which the Option is being exercised, provided,
however, that Shares acquired under the Plan or any other equity compensation
plan or agreement of the Company must have been held by the Grantee for a period
of more than six (6) months (and not used for another option exercise by
attestation during such period); or

                  (d)      if the exercise occurs on or after the Registration
Date, payment through a broker-dealer sale and remittance procedure pursuant to
which the Grantee (i) shall provide written instructions to a Company-designated
brokerage firm to effect the immediate sale of some or all of the purchased
Shares and remit to the Company sufficient funds to cover the aggregate exercise
price payable for the purchased Shares and (ii) shall provide written directives

                                       2
<PAGE>

to the Company to deliver the certificates for the purchased Shares directly to
such brokerage firm in order to complete the sale transaction.

         5.       Restrictions on Exercise. The Option may not be exercised if
the issuance of the Shares subject to the Option upon such exercise would
constitute a violation of any Applicable Laws. In addition, the Option may not
be exercised until such time as the Plan has been approved by the shareholders
of the Company.

         6.       Termination or Change of Continuous Service. In the event the
Grantee's Continuous Service terminates, other than for CAUSE, the Grantee may,
but only during the Post-Termination Exercise Period, exercise the portion of
the Option that was vested at the date of such termination (the "Termination
Date"). In the event of termination of the Grantee's Continuous Service for
Cause, the Grantee's right to exercise the Option shall, except as otherwise
determined by the Administrator, terminate concurrently with the termination of
the Grantee's Continuous Service (also the "Termination Date"). In no event
shall the Option be exercised later than the Expiration Date set forth in the
Notice. In the event of the Grantee's change in status from Employee, Director
or Consultant to any other status of Employee, Director or Consultant, the
Option shall remain in effect and vesting of the Option shall continue only to
the extent determined by the Administrator as of such change in status;
provided, however, with respect to any Incentive Stock Option that shall remain
in effect after a change in status from Employee to Director or Consultant, such
Incentive Stock Option shall cease to be treated as an Incentive Stock Option
and shall be treated as a Non-Qualified Stock Option on the day three (3) months
and one (1) day following such change in status. Except as provided in Sections
7 and 8 below, to the extent that the Option was unvested on the Termination
Date, or if the Grantee does not exercise the vested portion of the Option
within the Post-Termination Exercise Period, the Option shall terminate.

         7.       Disability of Grantee. In the event the Grantee's Continuous
Service terminates as a result of his or her Disability, the Grantee may, but
only within twelve (12) months from the Termination Date (but in no event later
than the Expiration Date), exercise the portion of the Option that was vested on
the Termination Date; provided, however, that if such Disability is not a
"disability" as such term is defined in Section 22(e)(3) of the Code and the
Option is an Incentive Stock Option, such Incentive Stock Option shall cease to
be treated as an Incentive Stock Option and shall be treated as a Non-Qualified
Stock Option on the day three (3) months and one (1) day following the
Termination Date. To the extent that the Option was unvested on the Termination
Date, or if the Grantee does not exercise the vested portion of the Option
within the time specified herein, the Option shall terminate. Section 22(e)(3)
of the Code provides that an individual is permanently and totally disabled if
he or she is unable to engage in any substantial gainful activity by reason of
any medically determinable physical or mental impairment which can be expected
to result in death or which has lasted or can be expected to last for a
continuous period of not less than twelve (12) months.

         8.       Death of Grantee. In the event of the termination of the
Grantee's Continuous Service as a result of his or her death, or in the event of
the Grantee's death during the Post-Termination Exercise Period or during the
twelve (12) month period following the Grantee's termination of Continuous
Service as a result of his or her Disability, the person who acquired the

                                       3
<PAGE>

right to exercise the Option pursuant to Section 9 may exercise the portion of
the Option that was vested at the date of termination, within twelve (12) months
from the date of death (but in no event later than the Expiration Date). To the
extent that the Option was unvested on the date of death, or if the vested
portion of the Option is not exercised within the time specified herein, the
Option shall terminate.

         9.       Transferability of Option. The Option, if an Incentive Stock
Option, may not be transferred in any manner other than by will or by the laws
of descent and distribution and may be exercised during the lifetime of the
Grantee only by the Grantee. The Option, if a Non-Qualified Stock Option, may
not be transferred in any manner other than by will or by the laws of descent
and distribution, provided, however, that a Non-Qualified Stock Option may be
transferred during the lifetime of the Grantee by gift to members of the
Grantee's Immediate Family to the extent and in the manner determined by the
Administrator. Notwithstanding the foregoing, the Grantee may designate one or
more beneficiaries of the Grantee's Incentive Stock Option or Non-Qualified
Stock Option in the event of the Grantee's death on a beneficiary designation
form provided by the Administrator. Following the death of the Grantee, the
Option, to the extent provided in Section 8, may be exercised (a) by the person
or persons designated under the deceased Grantee's beneficiary designation or
(b) in the absence of an effectively designated beneficiary, by the Grantee's
legal representative or by any person empowered to do so under the deceased
Grantee's will or under the then applicable laws of descent and distribution.
The terms of the Option shall be binding upon the executors, administrators,
heirs, successors and transferees of the Grantee.

         10.      Term of Option. The Option must be exercised no later than the
Expiration Date set forth in the Notice or such earlier date as otherwise
provided herein. After the Expiration Date or such earlier date, the Option
shall be of no further force or effect and may not be exercised.

         11.      Company's Right of First Refusal.

                  (a)      Transfer Notice. Neither the Grantee nor a transferee
(either being sometimes referred to herein as the "Holder") shall sell,
hypothecate, encumber or otherwise transfer any Shares or any right or interest
therein without first complying with the provisions of this Section 11 or
obtaining the prior written consent of the Company. In the event the Holder
desires to accept a bona fide third-party offer for any or all of the Shares,
the Holder shall provide the Company with written notice (the "Transfer Notice")
of:

                           (i)      The Holder's intention to transfer;

                           (ii)     The name of the proposed transferee;

                           (iii)    The number of Shares to be transferred; and

                           (iv)     The proposed transfer price or value and
terms thereof.

                  (b)      First Refusal Exercise Notice. The Company shall have
the right to purchase (the "Right of First Refusal") all but not less than all,
of the Shares which are described in the Transfer Notice (the "Offered Shares")
at any time within forty-five (45) days after receipt

                                       4
<PAGE>

of the Transfer Notice (the "Option Period"), provided, however, that if the
Offered Shares are not Mature Shares (as defined below) then the Option Period
shall be extended by the number of days necessary for the Offered Shares to
become Mature Shares. The Offered Shares shall be repurchased at (i) the per
share price or value and in accordance with the terms stated in the Transfer
Notice (subject to Section 11(c) below) or (ii) the Fair Market Value of the
Shares on the date on which the purchase is to be effected if no consideration
is paid pursuant to the terms stated in the Transfer Notice, which Right of
First Refusal shall be exercised by written notice (the "First Refusal Exercise
Notice") to the Holder. "Mature Shares" shall mean vested Shares that have been
held by the Holder (and any successor Holder) for a period of more than six (6)
months after the Shares have vested.

                  (c)      Payment Terms. The Company shall consummate the
purchase of the Offered Shares on the terms set forth in the Transfer Notice
within 30 days after delivery of the First Refusal Exercise Notice; provided,
however, that in the event the Transfer Notice provides for the payment for the
Offered Shares other than in cash, the Company and/or its assigns shall have the
right to pay for the Offered Shares by the discounted cash equivalent of the
consideration described in the Transfer Notice as reasonably determined by the
Administrator. Upon payment for the Offered Shares to the Holder or into escrow
for the benefit of the Holder, the Company or its assigns shall become the legal
and beneficial owner of the Offered Shares and all rights and interest therein
or related thereto, and the Company shall have the right to transfer the Offered
Shares to its own name or its assigns without further action by the Holder.

                  (d)      Assignment. Whenever the Company shall have the right
to purchase Shares under this Right of First Refusal, the Company may designate
and assign one or more employees, officers, directors or shareholders of the
Company or other persons or organizations, to exercise all or a part of the
Company's Right of First Refusal.

                  (e)      Non-Exercise. If the Company and/or its assigns do
not collectively elect to exercise the Right of First Refusal within the Option
Period or such earlier time if the Company and/or its assigns notifies the
Holder that it will not exercise the Right of First Refusal, then the Holder may
transfer the Shares upon the terms and conditions stated in the Transfer Notice,
provided that:

                           (i)      The transfer is made within 90 days of the
                  earlier of (A) the date the Company and/or its assigns notify
                  the Holder that the Right of First Refusal will not be
                  exercised or (B) the expiration of the Option Period; and

                           (ii)     The transferee agrees in writing that such
                  Shares shall be held subject to the provisions of this Option
                  Agreement.

                  (f)      Expiration of Transfer Period. Following such 90-day
period, no transfer of the Offered Shares and no change in the terms of the
transfer as stated in the Transfer Notice (including the name of the proposed
transferee) shall be permitted without a new written Transfer Notice prepared
and submitted in accordance with the requirements of this Right of First
Refusal.

                                       5
<PAGE>

                  (g)      Termination of Right of First Refusal. The provisions
of this Right of First Refusal shall terminate as to all Shares upon the
Registration Date.

                  (h)      Additional Shares or Substituted Securities. In the
event of any transaction described in Sections 10 or 11 of the Plan, any new,
substituted or additional securities or other property which is by reason of any
such transaction distributed with respect to the Shares shall be immediately
subject to the Right of First Refusal, but only to the extent the Shares are at
the time covered by such right.

         12.      Stop-Transfer Notices. In order to ensure compliance with the
restrictions on transfer set forth in this Option Agreement, the Notice or the
Plan, the Company may issue appropriate "stop transfer" instructions to its
transfer agent, if any, and, if the Company transfers its own securities, it may
make appropriate notations to the same effect in its own records.

         13.      Refusal to Transfer. The Company shall not be required (i) to
transfer on its books any Shares that have been sold or otherwise transferred in
violation of any of the provisions of this Option Agreement or (ii) to treat as
owner of such Shares or to accord the right to vote or pay dividends to any
purchaser or other transferee to whom such Shares shall have been so
transferred.

         14.      Lock-Up Agreement.

                  (a)      Agreement. The Grantee, if requested by the Company
and the lead underwriter of any public offering of the Ordinary Shares (the
"Lead Underwriter"), hereby irrevocably agrees not to sell, contract to sell,
grant any option to purchase, transfer the economic risk of ownership in, make
any short sale of, pledge or otherwise transfer or dispose of any interest in
any Ordinary Shares or any securities convertible into or exchangeable or
exercisable for or any other rights to purchase or acquire Ordinary Shares
(except Ordinary Shares included in such public offering or acquired on the
public market after such offering) during the 180-day period following the
effective date of a registration statement of the Company filed under the
Securities Act of 1933, as amended, or such shorter period of time as the Lead
Underwriter shall specify. The Grantee further agrees to sign such documents as
may be requested by the Lead Underwriter to effect the foregoing and agrees that
the Company may impose stop-transfer instructions with respect to such Ordinary
Shares subject to the lock-up period until the end of such period. The Company
and the Grantee acknowledge that each Lead Underwriter of a public offering of
the Company's stock, during the period of such offering and for the 180-day
period thereafter, is an intended beneficiary of this Section 14.

                  (b)      No Amendment Without Consent of Underwriter. During
the period from identification of a Lead Underwriter in connection with any
public offering of the Company's Ordinary Shares until the earlier of (i) the
expiration of the lock-up period specified in Section 14(a) in connection with
such offering or (ii) the abandonment of such offering by the Company and the
Lead Underwriter, the provisions of this Section 14 may not be amended or waived
except with the consent of the Lead Underwriter.

                                       6
<PAGE>

         15.      Entire Agreement: Governing Law. The Notice, the Plan and this
Option Agreement constitute the entire agreement of the parties with respect to
the subject matter hereof and supersede in their entirety all prior undertakings
and agreements of the Company and the Grantee with respect to the subject matter
hereof, and may not be modified adversely to the Grantee's interest except by
means of a writing signed by the Company and the Grantee. Nothing in the Notice,
the Plan and this Option Agreement (except as expressly provided therein) is
intended to confer any rights or remedies on any persons other than the parties.
The Notice, the Plan and this Option Agreement are to be construed in accordance
with and governed by the internal laws of the Cayman Islands without giving
effect to any choice of law rule that would cause the application of the laws of
any jurisdiction other than the internal laws of the Cayman Islands to the
rights and duties of the parties. Should any provision of the Notice, the Plan
or this Option Agreement be determined by a court of law to be illegal or
unenforceable, such provision shall be enforced to the fullest extent allowed by
law and the other provisions shall nevertheless remain effective and shall
remain enforceable.

         16.      Headings. The captions used in the Notice and this Option
Agreement are inserted for convenience and shall not be deemed a part of the
Option for construction or interpretation.

         17.      Administration and Interpretation. Any question or dispute
regarding the administration or interpretation of the Notice, the Plan or this
Option Agreement shall be submitted by the Grantee or by the Company to the
Administrator. The resolution of such question or dispute by the Administrator
shall be final and binding on all persons.

         18.      Venue and Waiver of Jury Trial. The parties agree that any
suit, action, or proceeding arising out of or relating to the Notice, the Plan
or this Option Agreement shall be brought in [INSERT APPROPRIATE VENUE] and that
the parties shall submit to the jurisdiction of such court. The parties
irrevocably waive, to the fullest extent permitted by law, any objection the
party may have to the laying of venue for any such suit, action or proceeding
brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR
MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING. If any one or
more provisions of this Section 18 shall for any reason be held invalid or
unenforceable, it is the specific intent of the parties that such provisions
shall be modified to the minimum extent necessary to make it or its application
valid and enforceable.

         19.      Notices. Any notice required or permitted hereunder shall be
given in writing and shall be deemed effectively given upon personal delivery,
upon deposit for delivery by an internationally recognized express mail courier
service or upon deposit in the United States mail by certified mail (if the
parties are within the United States), with postage and fees prepaid, addressed
to the other party at its address as shown in these instruments, or to such
other address as such party may designate in writing from time to time to the
other party.

                                END OF AGREEMENT

                                       7
<PAGE>

                                    EXHIBIT A

                                  LINKTONE LTD.

                            2003 STOCK INCENTIVE PLAN

                                 EXERCISE NOTICE

Attention: Secretary

         1.       Effective as of today, ______________, the undersigned (the
"Grantee") hereby elects to exercise the Grantee's option to purchase
___________ Ordinary Shares (the "Shares") of Linktone Ltd., (the "Company")
under and pursuant to the Company's 2003 Stock Incentive Plan, as amended from
time to time (the "Plan") and the [ ] Incentive [ ] Non-Qualified Stock Option
Award Agreement (the "Option Agreement") and Notice of Stock Option Award (the
"Notice") dated ______________, ________. Unless otherwise defined herein, the
terms defined in the Plan shall have the same defined meanings in this Exercise
Notice.

         2.       Representations of the Grantee. The Grantee acknowledges that
the Grantee has received, read and understood the Notice, the Plan and the
Option Agreement and agrees to abide by and be bound by their terms and
conditions.

         3.       Rights as Shareholder. Until the stock certificate evidencing
such Shares is issued (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company), no right to vote
or receive dividends or any other rights as a shareholder shall exist with
respect to the Shares, notwithstanding the exercise of the Option. The Company
shall issue (or cause to be issued) such stock certificate promptly after the
Option is exercised. No adjustment will be made for a dividend or other right
for which the record date is prior to the date the stock certificate is issued,
except as provided in Section 10 of the Plan.

         The Grantee shall enjoy rights as a shareholder until such time as the
Grantee disposes of the Shares or the Company and/or its assignee(s) exercises
the Right of First Refusal. Upon such exercise, the Grantee shall have no
further rights as a holder of the Shares so purchased except the right to
receive payment for the Shares so purchased in accordance with the provisions of
the Option Agreement, and the Grantee shall forthwith cause the certificate(s)
evidencing the Shares so purchased to be surrendered to the Company for transfer
or cancellation.

         4.       Delivery of Payment. The Grantee herewith delivers to the
Company the full Exercise Price for the Shares, which, to the extent selected,
shall be deemed to be satisfied by use of the broker-dealer sale and remittance
procedure to pay the Exercise Price provided in Section 4(d) of the Option
Agreement.

         5.       Tax Consultation. The Grantee understands that the Grantee may
suffer adverse tax consequences as a result of the Grantee's purchase or
disposition of the Shares. The Grantee represents that the Grantee has consulted
with any tax consultants the Grantee deems advisable

                                       1
<PAGE>

in connection with the purchase or disposition of the Shares and that the
Grantee is not relying on the Company for any tax advice.

         6.       Taxes. The Grantee agrees to satisfy all applicable federal,
state and local income and employment tax withholding obligations and herewith
delivers to the Company the full amount of such obligations or has made
arrangements acceptable to the Company to satisfy such obligations. In the case
of an Incentive Stock Option, the Grantee also agrees, as partial consideration
for the designation of the Option as an Incentive Stock Option, to notify the
Company in writing within thirty (30) days of any disposition of any shares
acquired by exercise of the Option if such disposition occurs within two (2)
years from the Date of Award or within one (1) year from the date the Shares
were transferred to the Grantee. If the Company is required to satisfy any
federal, state or local income or employment tax withholding obligations as a
result of such an early disposition, the Grantee agrees to satisfy the amount of
such withholding in a manner that the Administrator prescribes.

         7.       Restrictive Legends. The Grantee understands and agrees that
the Company shall cause the legends set forth below or legends substantially
equivalent thereto, to be placed upon any certificate(s) evidencing ownership of
the Shares together with any other legends that may be required by the Company
or by state or federal securities laws:

                  THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
                  UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE
                  SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE
                  TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL
                  REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL
                  SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER,
                  SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE
                  THEREWITH.

                  THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
                  CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL
                  HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE
                  OPTION AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF
                  THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL
                  OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF
                  FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES.

         8.       Successors and Assigns. The Company may assign any of its
rights under this Exercise Notice to single or multiple assignees, and this
agreement shall inure to the benefit of the successors and assigns of the
Company. Subject to the restrictions on transfer herein set

                                       2
<PAGE>

forth, this Exercise Notice shall be binding upon the Grantee and his or her
heirs, executors, administrators, successors and assigns.

         9.       Headings. The captions used in this Exercise Notice are
inserted for convenience and shall not be deemed a part of this agreement for
construction or interpretation.

         10.      Administration and Interpretation. The Grantee hereby agrees
that any question or dispute regarding the administration or interpretation of
this Exercise Notice shall be submitted by the Grantee or by the Company to the
Administrator. The resolution of such question or dispute by the Administrator
shall be final and binding on all persons.

         11.      Governing Law; Severability. This Exercise Notice is to be
construed in accordance with and governed by the internal laws of the Cayman
Islands without giving effect to any choice of law rule that would cause the
application of the laws of any jurisdiction other than the internal laws of the
Cayman Islands to the rights and duties of the parties. Should any provision of
this Exercise Notice be determined by a court of law to be illegal or
unenforceable, such provision shall be enforced to the fullest extent allowed by
law and the other provisions shall nevertheless remain effective and shall
remain enforceable.

         12.      Notices. Any notice required or permitted hereunder shall be
given in writing and shall be deemed effectively given upon personal delivery,
upon deposit for delivery by an internationally recognized express mail courier
service or upon deposit in the United States mail by certified mail (if the
parties are within the United States), with postage and fees prepaid, addressed
to the other party at its address as shown below beneath its signature, or to
such other address as such party may designate in writing from time to time to
the other party.

         13.      Further Instruments. The parties agree to execute such further
instruments and to take such further action as may be reasonably necessary to
carry out the purposes and intent of this agreement.

         14.      Entire Agreement. The Notice, the Plan and the Option
Agreement are incorporated herein by reference and together with this Exercise
Notice constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and the Grantee with respect to the subject matter
hereof, and may not be modified adversely to the Grantee's interest except by
means of a writing signed by the Company and the Grantee. Nothing in the Notice,
the Plan, the Option Agreement and this Exercise Notice (except as expressly
provided therein) is intended to confer any rights or remedies on any persons
other than the parties.

                                       3
<PAGE>

Submitted by:                               Accepted by:

GRANTEE:                                    LINKTONE LTD.

                                            By: ________________________________

                                            Title: _____________________________

____________________________________
             (Signature)
Address:                                    Address:

____________________________________        ____________________________________
____________________________________

                                       4
<PAGE>

                                    EXHIBIT B

                                  LINKTONE LTD.

                            2003 STOCK INCENTIVE PLAN

                       INVESTMENT REPRESENTATION STATEMENT

GRANTEE:     ________________________________________

COMPANY:     LINKTONE LTD.

SECURITY:    ORDINARY SHARES

AMOUNT:      ________________________________________

DATE:        ________________________________________

In connection with the purchase of the above-listed Securities, the undersigned
Grantee represents to the Company the following:

         (a)      Grantee is aware of the Company's business affairs and
financial condition and has acquired sufficient information about the Company to
reach an informed and knowledgeable decision to acquire the Securities. Grantee
is acquiring these Securities for investment for Grantee's own account only and
not with a view to, or for resale in connection with, any "distribution" thereof
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act").

         (b)      Grantee acknowledges and understands that the Securities
constitute "restricted securities" under the Securities Act and have not been
registered under the Securities Act in reliance upon a specific exemption
therefrom, which exemption depends upon among other things, the bona fide nature
of Grantee's investment intent as expressed herein. Grantee further understands
that the Securities must be held indefinitely unless they are subsequently
registered under the Securities Act or an exemption from such registration is
available. Grantee further acknowledges and understands that the Company is
under no obligation to register the Securities. Grantee understands that the
certificate evidencing the Securities will be imprinted with a legend which
prohibits the transfer of the Securities unless they are registered or such
registration is not required in the opinion of counsel satisfactory to the
Company.

         (c)      Grantee is familiar with the provisions of Rule 701 and Rule
144, each promulgated under the Securities Act, which, in substance, permit
limited public resale of "restricted securities" acquired, directly or
indirectly from the issuer thereof, in a non-public offering subject to the
satisfaction of certain conditions. Rule 701 provides that if the issuer
qualifies under Rule 701 at the time of the grant of the Option to the Grantee,
the exercise will be exempt from registration under the Securities Act. In the
event the Company becomes subject to the reporting requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or
such longer period as any market stand-off agreement may require) the Securities
exempt under Rule 701 may be resold, subject to the satisfaction of certain of
the conditions specified by Rule 144, including: (1) the resale being made
through a broker in an unsolicited "broker's transaction" or in transactions
directly with a market maker (as said term is

                                       1
<PAGE>

defined under the Securities Exchange Act of 1934); and, in the case of an
affiliate, (2) the availability of certain public information about the Company,
(3) the amount of Securities being sold during any three month period not
exceeding the limitations specified in Rule 144(e), and (4) the timely filing of
a Form 144, if applicable.

         In the event that the Company does not qualify under Rule 701 at the
time of grant of the Option, then the Securities may be resold in certain
limited circumstances subject to the provisions of Rule 144, which requires the
resale to occur not less than one year after the later of the date the
Securities were sold by the Company or the date the Securities were sold by an
affiliate of the Company, within the meaning of Rule 144; and, in the case of
acquisition of the Securities by an affiliate, or by a non-affiliate who
subsequently holds the Securities less than two (2) years, the satisfaction of
the conditions set forth in sections (1), (2), (3) and (4) of the paragraph
immediately above.

         (d)      Grantee further understands that in the event all of the
applicable requirements of Rule 701 or 144 are not satisfied, registration under
the Securities Act, compliance with Regulation A, or some other registration
exemption will be required; and that, notwithstanding the fact that Rules 144
and 701 are not exclusive, the Staff of the Securities and Exchange Commission
has expressed its opinion that persons proposing to sell private placement
securities other than in a registered offering and otherwise than pursuant to
Rules 144 or 701 will have a substantial burden of proof in establishing that an
exemption from registration is available for such offers or sales, and that such
persons and their respective brokers who participate in such transactions do so
at their own risk. Grantee understands that no assurances can be given that any
such other registration exemption will be available in such event.

         (e)      Grantee represents that Grantee is a resident of the state of
____________________.

                                              Signature of Grantee:

                                              __________________________________

                                              Date: ______________, ____________

                                       2