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                                                                    EXHIBIT 10.3

                            DATED _____________ 2004

               TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED



                                       AND



                                   [EMPLOYEE]



                              _____________________



                                SERVICE AGREEMENT



                              _____________________


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THIS AGREEMENT is made the 13 day of April 2004

BETWEEN

(1)   TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED, a company
      incorporated in the British Virgin Islands whose registered office is at
      P.O. Box 957, Offshore Incorporation Centre, Road Town, Tortola, British
      Virgin Islands (the "COMPANY"); and

(2)   (_________) of (_________________) (the "EMPLOYEE").

WHEREAS it is agreed that the Company shall employ the Employee and the Employee
shall serve the Group as the President of the Group on the following terms and
subject to the following conditions:

1.    DEFINITIONS AND INTERPRETATION

1.1   In this Agreement unless the context otherwise requires the following
      expressions shall have the following meanings:

      "AFFILIATE"              means, with regard to a given Person, a Person
                               that controls, is controlled by or is under
                               common control with the given Person;

      "BOARD"                  means the board of directors for the time being
                               of the Company;

      "GROUP"                  means the Company and its Subsidiaries;

      "HONG KONG"              means the Hong Kong Special Administrative
                               Region of the PRC;

      "INTELLECTUAL PROPERTY"  includes patents, trade marks, service marks,
                               designs, utility models, copyrights, design
                               rights, proprietary information,
                               applications for registration of any of the
                               foregoing and the right to apply for them in
                               any part of the world, moral rights,
                               inventions, confidential information,
                               know-how, and rights of like nature arising
                               or subsisting anywhere in the world, in
                               relation to all of the foregoing, whether
                               registered or unregistered;

      "PERSON"                 means any individual, corporation,partnership,
                               limited partnership, proprietorship,
                               association, limited liability company,
                               firm, trust, estate or other enterprise or
                               entity;

      "PRC"                    means the People's Republic of China; and

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      "SUBSIDIARY"           means any other company or other entity directly
                             or indirectly under the control of the
                             Company, and for the purpose of this
                             definition; "CONTROL" shall mean
                             ownership of more than fifty per cent
                             (50%) of the voting share capital or
                             equivalent right of ownership of such
                             company or entity, or power to direct
                             its policies and management whether by
                             contract or otherwise.

1.2   Any reference to a statutory provision shall be deemed to include a
      reference to any statutory modification or re-enactment of it.

1.3   The headings is this Agreement are for convenience only and shall not
      affect its construction or interpretation.

2.    TERM OF EMPLOYMENT

2.1   The employment of the Employee (subject to termination as provided below)
      shall be for an initial fixed period of three (3) years commencing from
      the date hereof, and thereafter for an indefinite period subject to either
      the Employee or the Company serving, on or after the third anniversary of
      the date hereof, written notice on the other to terminate the employment
      which is to take effect one (1) month from the date of service of such
      notice.

2.2   The Employee represents and warrants to the Company that he is fully
      capable of and not bound by or subject to any court order, agreement,
      arrangement or undertaking which in any way restricts or prohibits him
      from entering into or performing all obligations and duties under this
      Agreement.

3.    DUTIES

3.1   The Employee shall during his employment under this Agreement:

      3.1.1 be responsible for the duties of  _____________ and shall faithfully
            and diligently carry out such executive and management functions and
            duties with regard to the operation of the Company and its
            Subsidiaries;

      3.1.2 perform the duties and exercise the powers which the Board may from
            time to time properly assign to him in his capacity as _____________
            or in connection with the business of the Company or the business of
            any one or more members of the Group;

      3.1.3 accept appointment as _____________ and, if requested by the
            Company, any of its Subsidiaries;

      3.1.4 do all in his power to promote, develop and extend the business of
            the Company and of its Subsidiaries and at all times and in all
            respects conform to and comply with the proper and reasonable
            directions and regulations of the Board;

      3.1.5 devote substantially the whole of his efforts, attention, abilities
            and time to the business of the Group and use his best endeavours to
            develop and extend

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            the business of the Group; and

      3.1.6 exercise his best endeavours to procure the compliance by the
            Company and its Subsidiaries with all laws and regulations which
            are binding on or applicable to the Company and its Subsidiaries.

3.2   The Employee shall work and be based in the PRC for the proper performance
      and exercise of his duties and powers and he may be required to travel on
      the business of any member of the Group anywhere in the world.

3.3   If the Company requires the Employee to work permanently at a place which
      necessitates a move from his present address, the Company will reimburse
      the Employee for all removal expenses directly and reasonably incurred as
      a result of the Company's requirement.

3.4   The Employee shall at all times keep the Board promptly and fully informed
      (in writing if so requested) of his conduct of the business or affairs of
      the Company and its Subsidiaries and provide such explanation as the Board
      may require in connection therewith.

4.    OFFICE OF EMPLOYEE

      During his employment under this Agreement the Employee shall not do
      anything that would cause him to be disqualified from continuing to act as
      the President of the Group.

5.    REMUNERATION AND BENEFITS

5.1   The Company and/or any member of the Group shall pay to the Employee
      during the continuance of this Agreement:

      5.1.1 the remuneration of the Employee which shall be a fixed total salary
            (accrued from day to day) at the rate of Renminbi _____________ per
            year (or such higher rate as the Board may in its  discretion from
            time to time decide to award payable in arrears by 13 equal monthly
            installments on the fifth day of the coming month and the thirteenth
            installment (which shall be pro-rated if the Employee has been
            employed by the Company for less than a full year) shall be payable
            on the fifth day of the first month of next calendar year;

      5.1.2 an annual discretionary bonus of such amount as may from time to
            time be determined by the Board provided that the aggregate amount
            of bonuses payable to all the members of the senior management
            team of the Company in any financial year of the Company shall not
            exceed 30% of the Company's consolidated profit after taxation
            (excluding annual discretionary bonus) for that financial year. The
            bonus will be paid to the Employee at such time as the Board shall
            determine and the Board shall be entitled to approve payments on
            account of the annual bonus from time to time and to approve a bonus
            payment to the Employee in respect of a financial year of the
            Company notwithstanding that he shall not have been employed by the
            Company continuously throughout the financial year and

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      5.1.3 all reasonable medical expenses as provided under the Group's
            medical benefits scheme, if any.

5.2   Payment of the remuneration and bonus to the Employee pursuant to Clause
      5.1 shall be made either by the Company or by another member of the Group
      and if more than one member, in such proportions as the Board may from
      time to time think fit. For the avoidance of doubt, the remuneration and
      bonus payable to the Employee pursuant to Clause 5.1 shall exclude any
      mandatory provident fund contributions made by the Company.

5.3   The Employee may, at the discretion of the Board, be eligible to
      participate in any share option scheme from time to time adopted by the
      Company in accordance with the terms and conditions of such share option
      scheme.

5.4   The Employee shall not accept from any business associates/customers of
      the Company or of any member of the Group any gifts or benefits, monetary
      or otherwise, excluding any gifts or benefits of a value less than
      RMB1,000, without the prior written consent of the Board or in any
      manner ask for or solicit any such gifts or benefits from business
      associates/customers of the Company or of any member of the Group.

6.    EXPENSES

      The Company shall, subject to the production of receipts or other evidence
      satisfactory to the Board, reimburse the Employee all travelling, hotel,
      entertainment and other out-of-pocket expenses properly and reasonably
      incurred by him in or about the discharge of his duties hereunder.

7.    HOLIDAYS

      The Employee shall be entitled to 6 working days' holiday (exclusive of
      statutory holidays in the PRC) for the first completed year of service (if
      the period of service is less than one year, the holiday entitlement will
      decrease pro rata) and after each completed year of service, the Employee
      shall be entitled to one additional working day's holiday up to a maximum
      of 4 additional working days (so that the total holiday entitlement shall
      not be more than 10 working days a year), to be taken by the Employee at
      such times as may be convenient to the Group having regard to the
      requirements of the Group's business.

8.    RESTRICTIONS ON OTHER ACTIVITIES

8.1   For so long as the Employee is employed under the terms of this Agreement
      but without prejudice to Clauses 8.2, 9 and 12, the Employee shall not and
      shall procure his Affiliates not to (except with the prior sanction of a
      resolution of the Board):

      8.1.1 be directly or indirectly engaged in or concerned with or interested
            in any other business which is in any respect in competition with or
            in opposition to, directly or indirectly, any business for the time
            being carried on by any company or entity within the Group, provided
            that, this shall not prohibit the holding (directly or through
            nominees) of investments listed on any stock exchange as long as not
            more than five (5) per cent, of the issued shares or

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            stock of any class of any one company shall be so held without the
            prior sanction of a resolution of the Board (save that this
            restriction shall not apply to any holding of shares of the
            Company); and

      8.1.2 be interested in any project or proposal for the acquisition or
            development of or investment in any business or asset in which any
            member of the Group has been, during the continuance of this
            Agreement, or is considering to acquire, develop or invest unless
            the Group shall have decided against such acquisition, development
            or investment or invited the Employee or his Affiliates in writing
            to participate in, or consented in writing to the Employee's or his
            Affiliates acquisition or development of or investment in, such
            business or assets.

8.2   The Employee covenants with and undertakes to the Company that he shall
      not and that he shall procure that none of his Affiliates during his
      employment or at any time after the expiry thereof or its sooner
      determination, use the name of any member of the Group in the PRC, Hong
      Kong or any other part of the world, or use in the PRC, Hong Kong or any
      other territory in which the Group then operates any name which is the
      same as or similar to any of the registered or unregistered trade or
      service marks of the Group or any brand name or proposed brand name of any
      of the Group's products or service or proposed products or service, or
      represent himself or themselves as carrying on or continuing or being
      connected with any member of the Group or its business for any purpose
      whatsoever.

8.3   The Employee shall not and shall procure his Affiliates, either during or
      after the termination of his employment without limit in point of time,
      not to:

      8.3.1 divulge or communicate any secret, confidential or private
            information to any person or persons except to those of the officers
            of the Group whose province it is to know the same; or

      8.3.2 use any secret, confidential or private information for his own
            purposes or for any purposes other than those of the Group; or

      8.3.3 through any failure to exercise all due care and diligence, cause
            any unauthorised disclosure of any secret, confidential or private
            information:

            (a)   relating to the business and affairs of the Group not in the
                  public domain;

            (b)   relating to the working of any process or invention which is
                  carried on or used by any company in the Group or which he may
                  discover or make during his employment hereunder; or

            (c)   in respect of which any such company is bound by an obligation
                  of confidence to any third party,

      but so that these restrictions shall cease to apply to any information or
      knowledge which may (otherwise than through the wrongful act of the
      Employee or of others who were under confidentiality obligations as to
      such information or knowledge)

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      become available to the public generally without requiring a significant
      expenditure of labour, skill or money.

8.4   For the purpose of this Agreement, "SECRET, CONFIDENTIAL OR PRIVATE
      INFORMATION" shall include all and any information (whether or not
      recorded in documentary form or on computer disk or tapes) relating to the
      business of the Group, dealings, affairs, and matters of the Group,
      including, but not limited to, any proprietary information, technical
      data, trade secrets or know-how, research, product plans, products,
      services, suppliers, customer lists, prices and costs, markets, software,
      developments, inventions, processes, formulas, technology, designs,
      drawings, engineering, hardware configuration, information, marketing,
      licenses, finances, budgets, personnel information (including the
      abilities of individual employees), or other business information
      disclosed to the Employee by the Group commencing from the date of the
      Employee's first employment with the Group. This disclosure could have
      been made either directly or indirectly, in writing or orally, whether or
      not during working hours.

8.5   The Employee agrees that, at the time of termination of his employment
      with the Company, he will deliver to the Company (or to such other company
      in the Group as the case may require) (and will not keep in his
      possession, recreate or deliver to anyone else) any and all devices,
      records, data, notes, reports, proposals, lists, correspondence,
      specifications, drawings, blueprints, sketches, materials, equipment,
      other documents or property, or reproductions of any aforementioned items
      made or developed by him during his employment with the Company or
      otherwise belonging to the Group. The Employees further agrees that any
      property situated on the Company's premises and/or owned by the Company,
      including disks and other storage media, filing cabinets or other work
      areas, is subject to inspection and search by the Company's personnel for
      legitimate business reasons at any time with or without notice.

8.6   The Employee recognizes that the Group has received and will receive from
      third parties their secret, confidential or private information. The
      Employees agrees to and agrees to procure his Affiliates, during his
      employment or at any time after the expiry thereof or its sooner
      determination, to hold all that secret, confidential or private
      information in the strictest confidence and not to disclose it to any
      Person or to use it, except as necessary in carrying out his work for the
      Group in a manner consistent with the Group's agreement(s) with those
      third parties.

8.7   The Employee represents that as an employee of the Company he has not and
      will not and has not caused and will not cause any Person to breach any
      agreement to keep in confidence any secret, confidential or secret
      information, knowledge or data acquired by him in confidence or trust
      prior or subsequent to joining the Company. He will not disclose and will
      agree to procure his Affiliates not to disclose to the Group, or induce
      the Group to use, any inventions, secret, confidential or private
      information or material belonging to any previous employer or any other
      party.

8.8   The Employee represents that in the event that he terminates his
      employment with the Company, he agrees to grant consent to notification by
      the Company to his new employer about his rights and obligations under
      this Agreement. The Employee further represents that he agrees to grant
      consent to notification by the Company to any other party besides the
      Company with whom he maintains a consulting relationship, including
      parties with whom such relationship commences after the

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      effective date of this Agreement, about his rights and obligations under
      this Agreement.

9.    INVENTIONS

9.1   The Employee provides a list as Exhibit A describing all inventions,
      original works of authorship, developments, improvements, and trade
      secrets which were made by him prior to his employment with the Company
      (collectively referred to as "PRIOR INVENTIONS") which belong to him,
      which relate to the Group's proposed business, products or research and
      development, and which are not assigned to the Group; or, if no such list
      is attached, he represents that there are no such Prior Inventions. If in
      the course of his employment with the Company, he incorporates any Prior
      Invention owned by him or in which he has an interest into the property of
      the Group, the Company (the Group, if applicable) is hereby granted and
      shall have a non-exclusive, royalty-free, irrevocable, perpetual,
      worldwide license (with the right to sublicense) to make, have made,
      modify, use, sell and otherwise distribute that Prior Invention as part of
      or in connection with such property of the Group.

9.2   The parties hereto foresee that the Employee may make, discover or create
      Intellectual Property during any period commencing from the date of his
      employment with the Group and agree that in this respect the Employee has
      a special obligation to further the interests of the Company.

9.3   If during any period commencing from the date of his first employment with
      the Group, the Employee makes or discovers or participates in the making
      or discovery of any Intellectual Property relating to or capable of being
      used in the business for the time being carried on by any member of the
      Group, full details of the Intellectual Property shall immediately be
      communicated by him to the Company and shall be the absolute property of
      the Company. At the request and expense of the Company, the Employee shall
      agree to assist the Group in every proper way by giving and supplying
      timely all such information and data, drawings, specifications, oaths and
      assignments necessary as may be requisite to enable the Company to exploit
      the Intellectual Property to the best advantage and shall execute all such
      applications or other documents and do all such things as are necessary or
      desirable for the Company to obtain the sole and exclusive right, title
      and interest in or related to the Intellectual Property in such parts of
      the world as may be specified by the Company and for vesting the same in
      the Company or as it may direct.

9.4   The Employee irrevocably appoints the Company to be his attorney in his
      name and on his behalf to sign, execute, or file any such instrument or to
      do any such things as is necessary for the purpose of giving to the
      Company (or its nominee) the full benefit of the provisions of this Clause
      9 and in favour of any third party a certificate in writing signed by any
      director or the secretary of the Company that any instrument or act falls
      within the authority conferred by this Clause shall be conclusive evidence
      that such is the case.

9.5   If the Employee makes or discovers or participates in the making or
      discovery of any Intellectual Property during a period commencing from the
      date of his first employment with the Group but which is not the property
      of the Company under Clause 9.3, the Company shall have the right to
      acquire for itself or its nominee, the Employee's rights in the
      Intellectual Property within one (1) year after disclosure

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      pursuant to Clause 9.3 on fair and reasonable terms to be agreed or
      settled by a single arbitrator.

9.6   Rights and obligations under this Clause 9 shall continue in force after
      termination of this Agreement in respect of Intellectual Property made or
      discovered during the Employee's employment under this Agreement and shall
      be binding upon his representatives.

10.   TERMINATION

10.1  This Agreement may be terminated forthwith by the Company without prior
      notice and compensation if the Employee shall at any time:

      10.1.1  commit any irredeemable, serious or persistent breach whether
              wilful or not, of any of the provisions of this Agreement; or

      10.1.2  be guilty of any dishonesty, grave misconduct or wilful neglect in
              the discharge of his duties under this Agreement; or

      10.1.3  become bankrupt or make any arrangement or composition with his
              creditors generally or has a receiving order made against him; or

      10.1.4  become of unsound mind or be or become a patient for any purpose
              of any statute relating to mental health; or

      10.1.5  be convicted of any criminal offence (other than an offence which
              in the reasonable opinion of the Board does not affect his
              position as the vice president of (the Company); or

      10.1.6  become permanently incapacitated by accident or ill-health from
              performing his duties under this Agreement and for The purpose of
              this paragraph, incapacity for three (3) consecutive months or for
              an aggregate period of six (6) months in any period of twelve
              months shall be deemed to be a permanent incapacity; or

      10.1.7  become prohibited by law from acting as the President of the Group
              or from fulfilling his duties under this Agreement or be removed
              from office by a special resolution of the shareholders of the
              Company in general meeting; or

      10.1.8  be guilty of conduct (in the reasonable opinion of the Board)
              likely to bring himself or any member of the Group into
              disrepute; or

      10.1.9  improperly divulge to any unauthorised person any secret,
              confidential or private information or any other business secret
              or details of the organisation, business of the Group (provided
              that this obligation shall not be extended to any such information
              which is in the public domain at the time of disclosure); or

      10.1.10 during the continuance of this Agreement be absent (other than
              during periods of holiday) for an aggregate of thirty (30) working
              days; or

      10.1.11 be convicted of any offence or be identified as an insider dealer
              under any

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              statutory enactment or regulations relating to insider dealing in
              force from time to time; or

      10.1.12 be disqualified to act as an officer of any member of the Group
              under any applicable law.

10.2  If the Company is for any reason not entitled to terminate this Agreement
      forthwith in accordance with Clause 10.1, it may, at any time after the
      occurrence of any of the events specified in Clause 10.1, by giving to the
      Employee seven (7) days' notice (or payment of salary in lieu of such
      notice or the unexpired part of such period, as the case may be),
      terminate this Agreement.

10.3  If the Company becomes entitled to terminate the employment of the
      Employee under this Agreement pursuant to Clause 10.1, it shall be
      entitled (but without prejudice to its right subsequently to terminate
      such employment on the same or any other ground) to suspend the employment
      of the Employee under this Agreement either in full or in part, with or
      without payment of remuneration for so long as it may think fit.

10.4  If the Employee shall cease to be the President of the Group, his
      employment shall thereby automatically terminate but if such cessation
      shall be caused by any act or omission of either party without the
      consent, concurrence or complicity of the other then such act or omission
      shall be deemed a breach of this Agreement and termination hereunder shall
      be without prejudice to any claim for damages in respect of such breach.

10.5  On the termination of his employment howsoever arising, the Employee shall
      forthwith deliver to the Company all books, records, client's lists,
      accounts, statistics documents, papers, materials, credit cards, motor
      cars and other property of or relating to the business of the Group which
      may then be in his possession or under his power or control and all copies
      thereof or extracts therefrom made by or on behalf of the Employee.

10.6  If the Employee is at any time appointed as an officer of any member of
      the Group, he shall on or after the expiry of his employment under this
      Agreement or its sooner determination, resign in writing from any office
      held by him as such and from all other offices held by him with any member
      of the Group and execute an acknowledgement under seal to the effect that
      he has no claims against the Company or any of its subsidiaries (as the
      case may be) for compensation for loss of office or otherwise.

10.7  The Employee shall upon the expiry of his employment under this Agreement
      or its sooner determination, transfer without payment and in such manner
      as the Company may require, all such shares in any of the Company's
      subsidiaries or associated companies as are held by him as nominee for the
      Company or any members of the Group.

10.8  In the event of the Employee failing to take any of the actions required
      to be taken by him under Clauses 10.6 and 10.7 forthwith upon the request
      of the Company, the Company is hereby irrevocably appointed as the
      attorney of the Employee to appoint such person in the name of and on
      behalf of the Employee to sign, seal and deliver resignations to the
      relevant member of the Group and instruments of transfers of the

                                       10

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      relevant shares and to file such returns or take such other action as may
      be necessary or desirable under the applicable laws. The Employee agrees
      to confirm and ratify such documents and acts.

10.9  Termination of the Employee's employment under this Agreement shall be
      without prejudice to any rights and obligations which have accrued at the
      time of termination or to Clauses 8.2, 9 and 12 (all of which shall remain
      in full force and effect).

11.   RECONSTRUCTION OR AMALGAMATION

      If the employment of the Employee under this Agreement is terminated by
      reason of the liquidation of the Company for the purpose of reconstruction
      or amalgamation and the Employee is offered employment with any concern or
      undertaking resulting from the reconstruction or amalgamation on terms and
      conditions not less favourable than the terms of this Agreement, then the
      Employee shall have no claim against the Company in respect of the
      termination of his employment under this Agreement.

12.   NON-SOLICITATION AND RESTRICTIVE COVENANTS

12.1  The Employee agrees that during the term of his employment by the Company
      and for a period of two (2) years thereafter:

      12.1.1  he will not and shall procure his Affiliates not to engage or be
              engaged in the PRC, Hong Kong and other territories in which the
              Group operates (the "TERRITORY") whether directly or indirectly in
              the business of developing and licensing reference designs and
              modules for wireless GSM handsets and development and sale and/or
              licensing of reference designs and modules for CDMA-based mobile
              devices and the provision, sale and trading of related
              products/services in the Territory or other business which any
              company in the Group shall have determined to carry on with a view
              to profit in the immediate or foreseeable future (the "RESTRICTED
              BUSINESS");

      12.1.2  he will not and shall procure his Affiliates not to take up
              employment with any person, firm, company or organisation engaged
              in the Territory (whether directly or indirectly) in any business
              involving or related to any of the Restricted Business (but this
              restriction shall not operate so as to prohibit an employment
              which does not involve duties relating to the Restricted Business)
              nor assist any such person, firm, company or organisation with
              technical, commercial or professional advice in relation to the
              Restricted Business;

      12.1.3  he will not and shall procure his Affiliates not to be engaged in
              or concerned with or interested in as principal shareholder,
              employee, agent or otherwise (whether directly or indirectly) in
              any company, firm or business which as regards any goods or
              service is a supplier to or a customer of the Company or any other
              member of the Group;

      12.1.4  he will not and shall procure his Affiliates not to either on his
              own account or for any person, firm, company or organisation,
              solicit, engage, employ or entice or endeavour to solicit engage,
              employ or entice (whether directly or indirectly) from the Company
              any director, manager, employee, agent of any

                                       11
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              former director, former agent or former employee of any member of
              the Group whether or not such person would commit any breach of
              his contract of employment by reason of leaving the service of
              the relevant member of the Group;

      12.1.5  he will not and shall procure his Affiliates not to directly or
              indirectly employ any person who has during the term of his
              employment been a director, manager, employee of or consultant to
              any member of the Group and who by reason of such employment is or
              may be likely to be in possession of any secret, confidential or
              private information relating to the Group's business or the
              business of the customers of the Group; and

      12.1.6  he will not and shall procure his Affiliates not to either on his
              own account or for any person, firm, company or organisation,
              solicit business (whether directly or indirectly) from any person,
              firm, company or organisation which has dealt with the Company or
              any other member of the Group or which on the termination of his
              employment is in the process of negotiating with the Company or
              any such member of the Group in relation to any of the Restricted
              Business.

      Since the Employee may also obtain in the course of his employment by
      reason of services rendered for or offices held in any other member of the
      Group knowledge of the secret, confidential or private information of such
      member, the Employee hereby agrees that he shall at the request of the
      Company enter into a direct agreement or undertaking with such member
      whereby he will accept restrictions corresponding to the restrictions
      herein contained (or such of them as may be appropriate in the
      circumstances) in relation to such products and services and such area and
      for such period as such company may reasonably require for the protection
      of its legitimate interests.

12.2  While the restrictions contained in Clauses 8.2, 9 and 12 are considered
      by the parties hereto to be reasonable in all the circumstances, it is
      recognised that restrictions of the nature in question may fail for
      technical reasons unforeseen and accordingly it is hereby agreed and
      declared that if any such restrictions shall be adjudged to be void as
      going beyond what is reasonable in all the circumstances for the
      protection of the interests of the Group but would be valid if part of the
      wordings thereof were deleted or the periods (if any) thereof were reduced
      or the range of products or area dealt with thereby were reduced in scope,
      the said restriction shall apply with such modifications as may be
      necessary to make it valid and effective.

13.   SEVERABILITY

      If any provision of this Agreement is held to be invalid or unenforceable,
      then such provision shall (so far as it is invalid or unenforceable) be
      given no effect and shall be deemed not to be included in this Agreement
      but without invalidating any of the remaining provisions of this
      Agreement.

14.   WAIVER

      No failure on the part of any party hereto to exercise, and no delay on
      its part in exercising, any right to remedy under this Agreement will
      operate as a waiver thereof,

                                       12


<PAGE>

      nor will any single or partial exercise of any right or remedy preclude
      any other or further exercise thereof or exercise of any other right or
      remedy. The rights or remedies provided in this Agreement are cumulative
      and not exclusive of any rights or remedies provided by law.

15.   FORMER SERVICE AGREEMENT

15.1  This Agreement shall, as from the date hereof, be in substitution for and
      supersede any previous or existing service or employment agreement (if
      any) or arrangements made orally or in writing between any member of the
      Group and the Employee and for any terms of employment previously or
      currently in force between any such company and the Employee, and the
      Employee shall have no claim in connection with any such superseded
      service agreement.

15.2  The Employee hereby acknowledges that he has no outstanding claims of any
      kind against any member of the Group.

16.   NOTICES

      Notices given under this Agreement shall be deemed effectively given to
      the Company if they are sent by post to or left at the principal place of
      business of the Company in the PRC and to the Employee if they are sent by
      post to or left at the last known address of the Employee. In the case of
      notice being sent by post, the notice shall be deemed (in the case of
      local mail) to have been received two (2) business days ("BUSINESS DAY"
      means a day other than Saturday on which banks in Hong Kong are generally
      open for business) after the time of despatch or (in the case of air mail)
      to have been received seven (7) business days after the time of despatch.

17.   AMENDMENT

      This Agreement may not be amended, supplemented, modified or varied except
      by a written agreement or instrument signed by both parties hereto.

18.   INDEMNITY

      The Employee agrees and undertakes to indemnify and keep effectively
      indemnified in full the Group on demand from and against all actions,
      demands, claims, proceedings, liabilities, costs and expenses incurred or
      sustained by any member of the Group, arising from, as a result of or in
      connection with any breach by the Employee of any of his obligations under
      this Agreement or any of his obligations implied by law.

19.   GOVERNING LAW

      This Agreement is governed by and shall be construed in accordance with
      the laws of Hong Kong.

IN WITNESS whereof the parties have set their respective hands the day and year
first above written.

SIGNED by [           ]                           )
a director, for and on behalf of                  )
TECHFAITH WIRELESS                                )

                                       13

<PAGE>

COMMUNICATION TECHNOLOGY         )
LIMITED                          )
in the presence of:-             )

SIGNED by                        )
DONG DEFU                        )
in the presence of:-             )

                                       14

<PAGE>

                                   EXHIBIT A

                            LIST OF PRIOR INVENTIONS

<TABLE>
<CAPTION>
 Title      Date        Identifying or Brief Description        Number
----------------------------------------------------------------------
<S>         <C>         <C>                                     <C>
</TABLE>

[X]      No inventions or improvements

[ ]      Additional Sheets Attached

Signature of Employee:

Print Name of Employee:

Date:

                                       15