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                                                                   EXHIBIT 10.65

                            SUMMARY OF THE KEY TERMS:

                            SMS COOPERATION AGREEMENT

PARTY A: GUANGDONG MOBILE COMMUNICATIONS CORPORATION

PARTY B: SHANGHAI WEILAN COMPUTER CO., LTD.

DATED:   JANUARY 16, 2004

Guangdong Mobile Communications Corporation (hereinafter referred to as "Party
A") is a network operation company that has been approved by the Chinese
authority in charge of information industry under the State Council to provide
mobile network telephone services (including voice message, data and multimedia)
to the general public within Guangdong province.

Shanghai Weilan Computer Co., Ltd. (hereinafter referred to as the "Party B")
uses wireless interconnections as its major platform to provide a range of
mobile message services to customers who can access the Internet via mobile
terminals or PCs.

For the purposes of giving full play of the advantage of each Party in its
service area and providing Monternet WAP services to its subscribers in
Guangdong and other users permitted by Party A, the parties have reached the
following agreement with respect to SMS cooperation in accordance with the
principles of equal benefit, advantage sharing, and mutual development.

ARTICLE 1         COOPERATION PROJECT

(1)      As a provider of the platform for the delivery of SMS, Party A will
         provide networking channel to Party B for a fee.

(2)      Party B shall, through Party A's SMS platform, provide the following
         information and application services to Party A's subscribers in
         Guangdong and other subscribers agreed by Party A. Party B shall,
         according to subscribers' customization requirements, provide
         subscribers with timely information services with sound quality and
         quantity.

(3)      Party A shall use its billing and business supporting system to provide
         Party B with paid business billing and fee collection service.

ARTICLE 2         PARTY A'S RIGHTS AND OBLIGATIONS

(1)      Party A shall have the right to verify operation license for internet
         information services or operation license for telecom value-added
         services, credit certificate, business license, source of information
         and bank account and other materials relating to the normal operation
         of business provided by Party B.

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(2)      Party A shall provide Party B with the connection point for SMS service
         and SMS service volume control. Party A has the right to adjust SMS
         service volume according to the capacity of its SMS center.

(3)      Any expansion of Party B's business offerings or its application to
         alter its business shall be subject to Party A's review within 10 days
         upon submission of related materials by Party B.

(4)      Party A shall have the ownership of its subscribers and the right to
         know about Party B's business. Party A has the right to request Party B
         to provide Party A with customer information, business profile, log and
         statistics relating to Party B's Monternet services.

(5)      Party A shall have the right to stipulate measures for the management
         of the Monternet services and to examine the performance standards and
         the documentation with respect to customer services; Party A also have
         the right to require Party B to observe and implement the above
         mentioned measures and standards. Party A shall carry out 1-2
         performance reviews on Party B each year according to the management
         requirements mentioned above.

(6)      Party A shall provide Party B with a system to identify and verify user
         registration and log-on information, which system shall be connected
         with Party B's content service system, and the subscriber data recorded
         by such system shall be the controlling information on the subscribers'
         usage of Party B's services.

(7)      Party A shall provide Party B with a customer service number for the
         customer to make complaint and enquiry calls. Party A's customer
         service center shall be the party to make final confirmation and
         distribution of Monternet customer service problems, Party B's customer
         service personnel or customer service system shall assist Party A to
         analyze and deal with complaints and enquiries relating to relevant
         customer services. Party A has the right to forward such customer
         complaints and enquiries not arising from network communication
         problems. Party A shall be liable for such customer enquiries and
         complaints due to network communication problems.

(8)      Party A shall collect the service fee from subscribers for Party B
         based on Party A's billing information.

(9)      Party A shall provide to Party B volume information at its SMS gateway
         recording the amount of SMS sent by Party B; Party A's information will
         be the basis for the settlement of SMS communication network fee.

(10)     Party A has the right to verify the profit forecast of the parties
         provided by Party B to Party A prior to the activation of the service
         to be provided by Party A.

(11)     Party A and Party B can jointly engage in marketing and customer
         advertisement. Party A has the right to request Party B to identify the
         brand of "MONTERNET" upon Party A's examination and approval. In the
         event that Party B's promotion and advertisement involves the corporate
         name and other brand specifications of Party A, it shall be subject to
         Party A's prior examination and approval.

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ARTICLE 3         PARTY B'S RIGHTS AND OBLIGATIONS:

(1)      Party B shall provide Party A with true and reliable operation license
         for internet information services or operation license for telecom
         value-added services, credit certificate, business license, source of
         information and bank account and other materials relating to the normal
         operation of business, and guarantee that the billing for such
         information services is in compliance with relevant provisions of the
         State pricing authority.

(2)      Party B shall ensure content compliance with regulations and the nine
         categories of illegal information listed in Information Source
         Networking Information Safety and Security Liability Statement (Exhibit
         4).

(3)      Party B shall provide Party A with its preliminary response within 2
         hours of receiving customer complaints and verify the reasons for the
         problems underlying such complaints within one working day.

(4)      Party B shall verify the true identity of users and display calling
         number along with the SMS.

(5)      Party B shall strictly control the function of group SMS service and
         ensure a piece of SMS can be reached by at most 1-2 calling numbers.

(6)      During the term of this agreement, Party B shall not provide any third
         parties the same information services that it provides to Party A
         through any channels or any means; Party B must create a separate
         database for Party A's subscribers that is separate from that for the
         subscribers of any third parties. Further, Party B shall not provide
         any Monternet services to any third parties any time through any means.

(7)      Party B shall not publish advertisement or other non-relevant
         information on its website. Any supplement to Party B's business and
         application for business alteration shall be subject to Party A's
         review and approval, and shall be verified by Party A's billing
         examination. Party B shall timely deliver to Party A such business
         materials that require Party B's resolution. (As of the date of this
         Agreement, basic information provided by Party B are listed as Exhibit
         3 hereto.)

(8)      Party B shall provide Party A with reports on the customer development,
         customer category, customer habit, business forecast and subscriber
         information necessary for the administration of Party B's services, and
         ensure timely upgrade of Party A's customer database. Party A shall
         keep such information confidential in accordance with Article 7
         "Confidential Information." Party B shall be responsible for providing
         system to keep a log of the required information mentioned above and
         shall keep historical records for at least one month.

(9)      Party B shall ensure that customers are informed of the price, content
         and the manner through which its services are provided prior to the
         delivery of its services.

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(10)     Party B shall obtain customer's consent before providing its services
         and shall, according to subscribers' customization requirements,
         provide subscribers with timely, quality and the correct quantity of
         information services.

(11)     Party B shall observe Party A's measures with respect to the management
         of the Monternet services and standards of customer service and
         documentation; in addition, Party B shall be subject to Party A's
         inspection and supervision. If, for whatever reason, Party B withdraws
         from providing WAP services to Party A, Party B must provide a
         one-month grace period to continue its service and make a website
         announcement on its website (WW/WAP) or other channels to keep Party
         A's subscribers informed.

(12)     Party B shall handle customer enquiries and complaints not resulting
         from network communication problems and establish effective channels
         for complaints that will be directed to Party A's customer service
         center. Party B shall assume the ultimate liability to customers for
         such customer complaints for which neither Party A nor Party B can give
         a reasonable explanation.

(13)     Party B shall fill out the number of billable characters in each
         delivered message as required by Party A.

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

(15)     Party B shall issue a formal invoice to Party A for such information
         service fees collected from Party A.

(16)     Party B shall actively engage itself in marketing and customer
         promotion. The content of Party B's promotion and advertisement
         materials shall include the "MONTERNET" brand as required by Party A.

(17)     Within 6 months after the effectiveness of the Agreement, Party B shall
         not conduct the same or similar WAP services within Guangdong province
         for any third party.

ARTICLE 4         MAINTENANCE RESPONSIBILITIES

(1)      Responsibilities for maintenance shall be divided at the point where
         the equipment of the parties connects; each Party shall perform its
         respective obligations to ensure the normal operation of their
         services.

(2)      Detailed responsibilities of the parties are listed in Exhibit 1
         hereto.

ARTICLE 5         BILLING AND SETTLEMENT

(1)      Party A shall be entitled to the network fees arising from customers'
         use of SMS services. Party A and Party B together shall share in the
         information service fees paid by customers in accordance with a
         pre-determined percentage.

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(2)      If subscribers refuse to pay the information service fees due to
         problems with the quality of Party B's service, such unpaid amount
         shall be deducted from Party B's share of the information fees.

(3)      If Party B fails to transmit its information services in accordance
         with the format requirements of Party A (i.e., by including in each
         message certain wordings regarding information service fees), Party A
         will not include such amount in the information fees collected for
         Party B and Party B shall be solely liable for any consequence arising
         therefrom.

(4)      Detailed method for billing and settlement is set forth in Exhibit 2
         hereto.

ARTICLE 6         REWARD AND PUNISHMENT PROVISIONS

(I)      PUNISHMENT

         1.       The occurrence of any of the following shall result in public
                  censor (such as including Party B on China Mobile's internal
                  blacklist or prohibiting Party B from working with other
                  provincial affiliates); suspension of its approval of Party
                  B's new businesses (by 3-12 months); and deduction of 10-20
                  points/occurrence in performance review on Party B.

                  (i)      Party B's users create SMS content and Party B fails
                           to restrict the flow of group-SMS to a
                           non-insubstantial degree;

                  (ii)     National anthem, flag or emblem is made downloadable
                           by Party B;

                  (iii)    No identity verification by Party B which results in
                           anonymous SMS to customer's mobile phones;

                  (iv)     Party B's system cannot support "Help and
                           Information" function;

                  (v)      Party B fails to display the Monternet brand in its
                           marketing and media promotion materials and
                           information releases.

                  (vi)     Party B fails to comply with state telecommunications
                           and internet laws, regulations or orders in a
                           non-insubstantial degree.

                  (vii)    Party B fails to keep all users' business log for at
                           lease three months.

                           Party B's customers are seriously affected by Party
                           B's system testing, activation and modification,
                           which results in strong complaints from the
                           customers.

                  (viii)   Party A's network system is damaged due to Party B's
                           system testing, activation and modification.

                  (ix)     Other conduct of Party B in violation of this
                           Agreement.

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         2.       The occurrence of any of the following shall require public
                  apology to each of the affected users and a deduction of 20-30
                  points in performance review on Party B for each occurrence.

                  (i)      Sending SMS to other provinces through Party A's
                           connection points at Guangdong.

                  (ii)     Party B knowingly interrupts SMS delivery to increase
                           fees to be paid by users.

                  (iii)    If Party B sends promotional advertisements in small
                           volume and limited scope without prior consent of its
                           users, Party B undertakes to pay damages to China
                           Mobile.

         3.       The occurrence of any of the following shall empower Party A
                  to deny settlement and demand damages from Party B and to
                  deduct 40-60 points in Party A's performance review of Party B
                  for each occurrence.

                  (i)      Party B fails to take effective measures to prevent
                           technology loophole, hacker attack, misappropriation
                           of password, or other illegal acts that are
                           detrimental to information security safeguards.

                  (ii)     Party B discloses technical standards, user
                           information and code sections provided by China
                           Mobile.

                  (iii)    Party B fails to keep its original customer service
                           hotline in operation for the two months following a
                           change of the telephone for such hotline.

                  (iv)     Party B fails to restrict group SMS in a serious
                           manner.

                  (v)      Party B's SMS services have a negative impact on the
                           corporate identity of China Mobile.

                  (vi)     Party B provides services to users without users'
                           prior consent.

                  (vii)    Party B suspends or changes its business at its own
                           discretion.

                  (viii)   Party B fails to identify customers for internet or
                           other non-mobile users, and fails to provide service
                           statement at prominent place at its website or
                           promotion materials.

                  (ix)     Party B collect fees from customers for free
                           information service.

                  (x)      Party B undertakes billable services through other
                           Monternet platform.

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         4.       The occurrence of any of the following shall empower Party A
                  to order Party B's rectification of the situation described
                  below and to deduct 50 points in its performance review on
                  Party B for each occurrence.

                  (i)      Party B generates any overloading volume that
                           jeopardizes network security with respect to the
                           delivery of SMS.

                  (ii)     Party B's system testing causes network breakdown and
                           seriously affects the normal operation of the network
                           of China Mobile.

                  (iii)    Party B fails to screen out illegal words or words
                           that are detrimental to network security, especially
                           politically sensitive words.

                  (iv)     Party B delivers negative information about China
                           Mobile with negative social impact.

                  (v)      Party B uses the Monternet brand for authorized use
                           in ways that have a negative impact on China Mobile.

                  (vi)     Party B's SMS information violates state laws,
                           regulations, policies or the nine categories of
                           illegal information listed in Information Source
                           Networking Information Safety and Security Liability
                           Statement.

                  (vii)    Party B fails to address junk information or illegal
                           attack as required.

                  (viii)   Party B fails to cooperate with competent authorities
                           and China Mobile for the purposes of tracking network
                           problems and relevant information gathering.

                  (ix)     Party B undertakes billable services through other
                           Monternet network.

         5.       The occurrence of any of the following shall empower Party A
                  to deduct 60 points in its performance review of Party B for
                  each occurrence, terminate the whole agreement and, for the
                  two years thereafter, prohibit Party B from providing services
                  for Party A's subscribers.

                  (i)      Use Guangdong Mobile's SMS system purely as a fee
                           collection service;

                  (ii)     Provide services to customers without first obtaining
                           their consent;

                  (iii)    Overcharge customers;

                  (iv)     Cause incorrect computation of fees with respect to
                           services provided to customers;

                  (v)      Fail to provide customers with a channel or method to
                           cancel their order of services and to refund
                           customers for cancelled orders;

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                  (vi)     Commit excessive pricing by charging prices for its
                           services in violation of its pre-determined pricing
                           standards;

                  (vii)    Violate the restriction against interlinking (such as
                           by providing to any third parties the same
                           information services that Party B provides to Party
                           A); and

                  (viii)   Receive a large number of strong customer complaints
                           by users over Party B's service quality or if such
                           complaints lead to serious social impact.

(II)     REWARD

         1.       Promotional support if Party B ranks among the top 15 in Party
                  A's monthly review.

         2.       Promotional support in the Monternet Business Manual if Party
                  B ranks among the top 20 in its half-year review.

         If Party B effectively performs relevant terms and conditions hereunder
         and the average annual rate of customer complaints on Party B's SMS
         service is low, Party A shall give preferential consideration to extend
         this Agreement with Party B.

ARTICLE 7         CONFIDENTIALITY

(1)      Both parties shall be responsible to keep confidential all the customer
         materials obtained from such services.

(2)      Proprietary information received by one Party from the other Party (the
         "Disclosing Party") that is developed, created, discovered or learned
         by the Disclosing Party, or transferred to the Disclosing Party, and is
         of commercial value to the business of the Disclosing Party, including
         but not limited to relevant commercial secret, computer program, design
         techniques, idea, know-how, process, data, business and product
         development plan, customer information relating to the business of the
         Disclosing Party and other information, or confidential information
         that the Disclosing Party receives from another party, shall remain the
         property of the Disclosing Party, the other Party shall keep
         confidential any and all proprietary information, and without prior
         written consent of the Disclosing Party, shall not use or disclose such
         proprietary information to any individual or entity, except for the
         purpose of normal performance of the obligations hereunder.

(3)      Both parties shall be responsible to keep confidential this cooperation
         and the terms and conditions of this Agreement. Without prior written
         consent of the other Party, neither Party shall disclose to any third
         party details of the cooperation between the parties and the terms and
         conditions of this Agreement.

ARTICLE 8         LIABILITY FOR BREACH

(1)      If this Agreement cannot be performed due to any Party's violation of
         this Agreement, the other Party shall have the right to terminate this
         Agreement.

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(2)      If any party breaches any obligations under this Agreement and incurs
         bad social impact or economic losses to the other party, the other
         party shall have the right to hold the breaching party responsible for
         such breach, requires the breaching party to reverse such impact and
         make corresponding compensations, and to terminate this Agreement.

ARTICLE 9         FORCE MAJEURE

Any party hereto shall not be held responsible for the other party's economic
losses or the failure or delay to perform all or any part of this Agreement due
to force majeure events that could not be predicted and the result of which
cannot be controlled or prevented. However, the party affected by such force
majeure events shall promptly provide the other party with written notice of
such occurrence and, within 15 days thereafter, send a valid certificate issued
by the relevant authority explaining the details of such events and the reason
for its failure or delay to perform all or any part of this Agreement. Both
Parties shall negotiate the performance or termination of this Agreement
according to the degree of impact on the performance hereof caused by such
events.

ARTICLE 10        AMENDMENT OR MODIFICATION

(1)      During the cooperation between the parties, relevant business
         management requirements and relevant customer management requirements
         stipulated by Party A for the Monternet shall be incorporated as a
         supplement hereto. If there is any conflict between the provisions of
         this Agreement and the management requirements, the management
         requirements shall prevail. Both parties agree to negotiate on the
         conflicting provisions, and execute a supplemental agreement.

(2)      If any party hereof intends to modify or terminate this Agreement, it
         shall provide written notice to the other party at least 15 day prior
         thereto. Notice in oral form shall be invalid. Any dispute arising from
         the termination of this Agreement shall be negotiated in order to reach
         a resolution between the parties.

(3)      Any issues not included in this Agreement shall, upon agreement through
         amicable negotiations between the parties, be included as a written
         supplement hereto.

(4)      This Agreement shall be governed by the laws of the People's Republic
         of China. If the Parties hereto fail to reach an agreement in the event
         of any dispute, either Party may file a lawsuit before the court of the
         place where Party A is located.

(5)      This Agreement shall become effective after it is signed by the
         representative of the Parties and affixed with the official seal of the
         Parties, the term hereof shall be one year, which is renewable upon
         agreement by both Party A and Party B through consultation.

(6)      This Agreement and Exhibits hereto are in four originals, each of Party
         A and Party B holds two originals thereof, with the equal legal effect.

         EXHIBIT 1: MAINTENANCE RESPONSIBILITIES

         EXHIBIT 2: BILLING AND SETTLEMENT

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         EXHIBIT 3: BASIC INFORMATION OF PARTY B'S COMPANY

         EXHIBIT 4: INFORMATION SOURCE NETWORKING INFORMATION SAFETY AND
                    SECURITY LIABILITY STATEMENT

PARTY A: GUANGDONG MOBILE COMMUNICATIONS CORPORATION

Authorized Representative: /s/ Hong Xiaoqin

Date: January 13, 2004

PARTY B: SHANGHAI WEILAN COMPUTER CO., LTD.

Authorized Representative: /s/ Mark Begert

Date: January 16, 2004

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                                                                       EXHIBIT 1

                          MAINTENANCE RESPONSIBILITIES

A.       DIAGRAM OF THE MAINTENANCE SECTIONS

B.       PARTY A'S RIGHTS AND OBLIGATIONS

(1)      Party A shall contribute software and hardware required by its WAP
         service platform.

(2)      Party A shall connect Party B's server to its WAP service platform.

(3)      Party A shall provide Party B with the WAP service specifications and
         interface technical specifications.

(4)      Party A shall maintain the normal operation of the network
         telecommunications (including WAP service platform), and assume
         responsibility for network problems not caused by Party B.

(5)      Party A shall provide statistics for the information transmission
         volume through Party A's telecommunications channel, and ensure the
         reliability and timeliness of such statistics data, and assume
         responsibilities for any damages arising therefrom.

(6)      Party A shall notify Party B in advance for any transmission
         interruption resulting from testing, maintenance or other foreseeable
         reasons, including the reason, time and period for such transmission
         interruption.

(7)      Party A shall immediately notify Party B of any transmission
         interruption caused by unforeseeable reasons such as problems with
         network switch or other network problems.

C.       PARTY B'S RIGHTS AND OBLIGATIONS

(1)      Party B shall be responsible for the construction and maintenance of
         its own system, including all hardware equipment, system testing,
         connecting, maintenance, daily service management, marketing promotion
         and expenses.

(2)      Party B shall be responsible for the connection between Party B's
         system and Party A's WAP platform and expenses for the application,
         lease and maintenance of relevant telecommunication lines.

(3)      Party B shall be responsible for the editing, review and production of
         the information that it provides, and ensure the timeliness,
         truthfulness, reliability and legality of such information, and assume
         related liabilities thereto.

(4)      Party B shall ensure the testing and connecting of its system would not
         affect the normal operation of Party A's network and assume related
         liabilities for any damages to Party A's network system arising
         therefrom.

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(5)      Party B shall make prior notice to Party A in writing for the testing,
         activation and modification of its system, and notify subscribers of
         the same through effective means such as email, advertisement or short
         messages upon Party A's confirmation thereof, and shall reduce the
         impact on subscribers to the minimum degree.

(6)      Party B shall observe Party A's emergency adjustment to the volume of
         short messages so as to ensure the normal operation of WAP services.

(7)      Party B undertakes not to create overload transmission volume that
         would harm the network safety when transmitting short-messages to Party
         A's WAP service platform.

(8)      Party B shall provide 7 days a week and 24 hours a day system
         maintenance.

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                                                                       EXHIBIT 2

                             BILLING AND SETTLEMENT

For uploading service: 0.1 Yuan/piece;

For asymmetrical downloading of SMS, Party B shall pay Party A network fees
according to the following rate:

<TABLE>
<CAPTION>
   NUMBER OF
MESSAGES/MONTH    YUAN/MESSAGE           X= (MT-MO) MESSAGE/MONTH
---------------------------------------------------------------------------
<S>               <C>            <C>
Below 100k            0.08       X*0.08, minimum 2000 Yuan
---------------------------------------------------------------------------
100k-300k             0.07       (X-100k)*0.07+100k*0.08
---------------------------------------------------------------------------
300k-1mm              0.06       (X-300k)*0.06+200k*0.07+100k*0.08
---------------------------------------------------------------------------
Above 1mm             0.05       (X-1mm)*0.05+700k*0.06+200k*0.07+100k*0.08
---------------------------------------------------------------------------
</TABLE>

Party A shall send the invoice by month and Party B may pay by cash, bank
collection, credit card or book entry voucher.

Party B shall be entitled to the information service fees paid by customers,
which shall be collected by Party A on Party B's behalf and Party B shall pay
Party A 15% of the fees collectable as collection fee, and the remaining 85% of
fees collectable shall be paid to Party B. Fees collectable shall not include
the fees from users whose phone has been turned off or whose phone number does
not exist.

For monthly-paid services, the full amount of monthly payment shall be collected
as of the date on which the subscribers are made accessible to the service.

The parties shall before the 15th of each month (settlement month) verify the
data of previous month's information service fees receivable and actually paid,
and, upon verification, settle the account no later than the 25th of each month
(settlement month).

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                                                                       EXHIBIT 3

                      BASIC COMPANY INFORMATION OF PARTY B

         Full Name: Shanghai Weilan Computer Company Limited

         Address:   6/F, No.18 Xizang Central Road, Shanghai

         Bank Info: CCBC

         Customer service hot-line: 020-37600941/37600946

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                                                                       EXHIBIT 4

                    INFORMATION SOURCE NETWORKING INFORMATION
                     SAFETY AND SECURITY LIABILITY STATEMENT

         Party B shall ensure its content complies with regulations and the nine
categories of illegal information listed in Information Source Networking
Information Safety and Security Liability Statement.

                                       15