Exhibit 4.78

     

    
      
        
          	
                  

                	
                  Confidential
      Information

                


        

      

    

       


    Contract
Registration Number:

       


    
      
        	
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    Technical
Service Agreement

      


    (Including
Technical Training and Technology Intermediary Services)

      


    Project
Name: SP Agreement 0912-007 on Network-wide
Value-added
Services

      


    Principal:
China United Telecommunications
Corporation

    (Party
A)

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

    (Party
B)

      


    Place of
Execution: Haidian District, Beijing

     


    Date of
Execution: July 1, 2009

      


    Term of
Validity: July 1, 2009 to June 30, 2010


    
      
         


      

      
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                Confidential
      Information

              


      

    

    CU(01)-Product-2009-145-953

        

    China
Unicom

       


    SP
Agreement on Network-wide Value-added Services

     


    Master
Agreement No.: CUVAS-A2009-0075

     


     Party
A: China United
Telecommunications
Corporation

     


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

     


    Date of
Execution: July 1, 2009


    
      
         


      

      
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    Table
of Contents

    


    
      
        	
                Recitals

              	
                4  
      

              
	
                Chapter
      I Whereas

              	
                4  
      

              
	
                Chapter
      II Definition

              	
                5  
      

              
	
                Chapter
      III Business Mode

              	
                5  
      

              
	
                Chapter
      IV Rights and Obligations of Both Parties

              	
                6  

              
	
                Chapter
      V Management Mechanism

              	
                11
      

              
	
                Chapter
      VI Work Interface and Maintenance

              	
                14

              
	
                Chapter
      VII Credit Rating Evaluation

              	
                17

              
	
                Chapter
      VIII Complaints and Default Handling

              	
                20

              
	
                Chapter
      IX Customer Service

              	
                28

              
	
                Chapter
      X Billing, Settlement and Collection of Fees

              	
                30

              
	
                Chapter
      XI Intellectual Property Right

              	
                36

              
	
                Chapter
      XII Modification or Termination of the Agreement

              	
                37

              
	
                Chapter
      XIII Confidentiality

              	
                39

              
	
                Chapter
      XIV Force Majeure

              	
                40

              
	
                Chapter
      XV Applicable Law and Dispute Payment

              	
                41

              
	
                Chapter
      XVI Miscellaneous Provisions

              	
                41

              
	
                Signature
      page (no text on this page)

              	
                43

              
	
                Annex
      I Definitions

              	
                44

              
	
                Appendix
      II: List of Breaches

              	
                50

              
	
                Appendix
      III: Table of Revenue Dividing Proportions

              	
                58

              


      

    


    
      
         


      

      
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Recitals

     

    This
Agreement is entered into in Beijing on July 1, 2009 between the two
parties:

    China
United Telecommunications Corporation (hereinafter “Party A”), a company which
is duly established and validly existing in accordance with the laws of China,
with its domicile at: A 133 Xidan Beidajie, Xicheng District, Beijing, and legal
representative: Chang Xiaobing.

    And

    Beijing
AirInbox Information Technologies Co., Ltd. (hereinafter “Party B”), a
corporation which is duly established and validly existing in accordance
with the laws of China, with its domicile at: 33/F, Tengda Plaza, 168 Xiwai
Dajie, Haidian District, Beijing, and the legal representative is Wu
Linguang.

    Scope of
Application: For convenience of reference, the Agreement is consisted of the
text (hereinafter referred to as the “Text”) and annexes (hereinafter referred
to as the “Annexes”). The Text and Annexes constitute integral parts of this
Agreement.

    The Text
and Annexes of this Agreement, together with their supplements and
modifications, are prepared by Party A. The Agreement shall be effective as per
the terms and conditions hereunder after friendly negotiation of both Parties.


    If both
Parties intend to carry out other Value-added Services than the services
described under this Agreement (hereinafter referred as to “New Value-added
Services”), they may either through amicable negotiation enter into a separate
agreement on the New Value-added Services, or incorporate the New Value-added
Services into this Agreement and manage the New Value-added Services in
accordance with the provisions hereunder.

     

    Chapter
I Whereas

    1.1 Party
A is a telecom operation company which is established with the approval of the
Ministry of Industry and Information Technology under the State Council. It
provides fixed and mobile communication services, domestic and
international communication facilities, data communication services, internet
access services and value-added telecom services to the public nationwide. Party
A can also provide services of system integration in relation to the
telecommunication. It has set up its own telecom basic network, Value-added
Service platforms, service system and has a large customer base. Party A has the
full authority to enter into and perform this Agreement.

     

    1.2 Party
B is a service provider (“SP”) which is legally established to provide the
wireless Value-added Services. It is qualified to carry out the Value-added
Services under this Agreement, and has obtained the following certificates
according to the law:

    Business
License No. 110108003734369

    Operation
License for Providing Cross-regional Value-added Telecom Service, License No.
B2-20040152


    
      
         


      

      
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    Qualification
Certificate for Value-added Service Operation and Maintenance, Certificate
No.10090300

    Qualification
Certificate for providing Value-added Customer Service, Certificate No.
HG2007100

    Other
certificates to prove that Party B is qualified and has the capability to carry
out the Value-added Services; and

    Documents
and/or certificates of passing certain testing of Party A, which may prove
that Party B satisfies the requirements for qualifications or access conditions
stipulated by Party A.

     

    1.3 Party
B intends to provide Value-added Services based on Party A’s telecommunication
network and Value-added Service platforms, and has the full authority to enter
into and perform this Agreement.

     

    1.4 The
legal representative of Party B has signed on behalf of Party B the Guarantee
for the Information Security, Statement for Anti-Commercial Bribe and other
documents with the similar contents. Part B is willing to undertake any
liability in respect to the information security according to the provisions of
relevant laws and regulations.

     

    Now,
therefore, both Parties has entered into this Agreement on the principles of
equality and mutual benefit, complementary advantages and priority in
efficiency, and the purpose of this Agreement is to develop and provide more
positive wireless Value-added Services to customers and to achieve “win-win” of
both Parties. Both Parties shall abide by the principle of good faith in
exercising their rights and performing their obligations.

     

    Chapter
II Definitions

     

    Unless
otherwise provided in this Agreement, or subject to the other written
interpretations of both Parties, all terminologies used in this Agreement are
defined in Annex I hereof. For other relevant terms which are not explicitly
provided in this Agreement, the interpretation shall be made in accordance with
the laws and regulations of China, the stipulations of government
agents, or policies of competent authorities. If no interpretation can be found
from the above mentioned documents, the terms shall be explained with reference
to the industry practices.

     

    Chapter
III Business Mode

    


    The term
“Value-added Service” in this Agreement is referred to all kinds of information
service and business applications introduced to customers by Party A through the
cooperation with Party B on organization of the contents of the Value-added
Services, introduction of business system or marketing and promotion. All
services and applications are carried on the basis of Party A’s
telecommunication mobile, fixed and data transmission networks and various
Value-added Service platforms.


    
      
         


      

      
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      The above-mentioned Value-added Services shall be classified by product maturity
and platform of business, which shall include WAP, JAVA, voice IVR messaging
service, text message service, multimedia message service, CRBT,mobile music
service, mobile TV service, mobile-newspaper service, mobile internet access
service, IPTV, wide-band internet and mobile business application. The types of
services are constantly increased along with the technology development and
service innovations.

    


    Party B
shall provide the above-mentioned Services nationwide or locally in accordance
with the Business Specifications for various Value-added Services of Party A and
in the light of the business scope of the Business License for providing
cross-regional Value-added Telecom Service.

    


    Party A
shall charge customers with Communication Fees for providing mobile network and
various Value-added Service platforms; and Party B shall charge customers
with Information Service Fees for providing Value-added Services. Party A
shall charge and collect such Information Service Fees on behalf of Party B upon
authorization of Party B.

    


    Party A
shall charge Party B with certain commissions for providing network resources,
platform resources, customer resources, access services and charge/collection
commission services. The Information Service Fees shall be shared in proportion
between both Parties as stipulated in the Schedule of Information Service
Fees which is agreed by both Parties. The provisions concerning the service
fee collecting methods, sharing proportion, billing, payment and charge agency
are detailed in Chapter X of this Agreement.

      

    Unless
otherwise agreed upon by both Parties, Party B shall recognize and accept any
change of the Value-added Services or Business Mode for business development
proposed by Party A for its business development, and assist Party A to
accomplish such changes.

    


    If the
industry competent authority introduces any new related policies,
regulations or orders, both Parties shall comply with such policies, regulations
and orders.

    


    Chapter
IV Rights and Obligations of Both Parties

     

    Rights
and Obligations of Party A

    


    Party A
shall provide network resources, value-added platforms resources and
customer resources to Party B with charge, and offer content access
services to Party B. Part A shall also act as Party B’s
billing/charging agency, and the billing/charging shall be calculated on
the basis of the data collected by Party A.


    
      
         


      

      
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      Party A shall have the right to establish or modify the Business
Specifications, Management Methods, Quality Standards and/or Service Standards
of related Value-added Service in accordance with the development of business
and market conditions, and inform Party B in an appropriate manner. Party B
shall comply with such Specifications and Standards. Party A shall make a
performance appraisal of service provided by Party B periodically in the light
of such Specifications and Standards.

    


    Party
A shall have the right to check the Value-added Services supplied
by Party B, to examine the Operation License for Providing Cross-regional
Value-added Telecom Service, Qualification Certificates and Business License of
Party B. It is entitled to examine the legality of the information and contents
provided by Party B and verify the bank accounts and other documents furnished
by Party B. Party A shall have the right to examine the relevant certificates
and documents which are connected with the regular operation of a specific type
of Value-added Service.

    


    Party A
is entitled to review the applications of various Value-added Services supplies
by Party B. The outcome of the review, the business performance, credit rating
and together with the records of Defaults of Party B shall be applied to
determine whether Party B is qualified to supply the Value-added Services. Party
A shall supervise the customer service quality of Party B and reward Party B
when it makes innovations in the procedures of providing services.

    


    Party A
owns the property right of its customer resources and has the right to know the
details of the Value-added Services supplied by Party B under this Agreement.
Party A shall have the right to ask Party B to deliver the personal information
of the customers who make use of the Value-added Services supplied by Party B,
the business data, use records and statistics of Party B.

    


    Party A
shall be responsible for construction and maintenance of Value-added Service
Authentication Center. The system platform of the Center shall be connected with
the system of content services of Party B. The data of customers and operation
stored in the system platform of Value-added Service Authentication Center shall
be used as the basis to determine how the customers make use of the Services
supplied by Party B.

    


    Party A
shall provide a Service System for Cooperation, which shall be utilized to give
notices, announcements, business regulations and relevant policies related to
cooperation to Party B. During the Term of this Agreement, this system shall
also be utilized to publish the information in respect of the review of
qualifications of Party B or its performance, contracts with customers,
payments, records of Complaints and results of the treatment. Party A shall be
responsible for the management and information update in the system,
and for the maintenance and regular operation of the system.


    
      
         


      

      
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      All information generated and published in the Service System for Cooperation
shall be as evidences for the communications between both Parties, unless
otherwise stipulated hereunder. The time when the information enters into the
service system of Party B shall be deemed as the time when the information comes into
effect. Party A may provide appropriate backup of the information and
certain query functions in the Service System for Cooperation, but is not
responsible for the complete storage or re-providing the said
information.

    


    Party A
shall have the right to ask Party B to apply a temporary logon account number in the
Service System for Cooperation before cooperation. Party A shall assign an
official user name and password to Party B for its entering into the Service
System for Cooperation when Party A has reviewed and approved the application
from Party B.

    


    Party A
shall assign a company code to Party B. Party B may use the code to search
related data in the billing and payment system. Party A shall ensure that the
company code is accepted and recognized in its systems, and shall acknowledge
that the company code in the billing and payment system of Party A is identical
to the company name of Party B.

    


    Party A
shall have the right to review and test the Services applied for by Party B, and
publish a notice of confirmation to Party B in the Service System for
Cooperation if Party B has passed the testing. The time for supplying
the Services to public is the time when Party A has officially began
to charge from the customers.  

    


    Party A
shall have the right to ask Party B to give assistance in the relevant
procedures of the litigation, arbitration and any other dispute arising out of
the Value-added Services supplied by Party B, and to handle all related matters
in a timely manner.

    


    Party A
shall have the right to automatically deduct from the due payment to Party B all
cost incurred by Party A and/or any subsidiary of Party A as the defendant or
respondent in any litigation and arbitration if such litigation or arbitration
arises out of the Services supplied by Party B. Such cost shall include but not
limited to the expenses and fees which Party A and/or any subsidiary of
Party A has paid in the litigation, notarization and appraisal, attorney
fees, travel expenses, administrative penalties or any other expenses or cost
paid in the legally effective judgment or arbitration award. If the payment
due to Party B is insufficient for the deduction, Party A shall have the
right to get compensation from Party B.


    
      
         


      

      
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      Both Parties may work together in the promotion and marketing of the Value-added
Services supplied by Party B. If Party B intends to use the name or trademarks
of Party A in its booklets or ads, it shall send the booklets and ads to Party A
for review and obtain the prior written approval from Party A.

    


    Rights
and Obligations of Party B

    


    Party B
shall deliver to Party A true and authentic Business Licenses for Providing
Information Service via Internet or Telecommunication Value-added Services,
Qualification Certificates, Business License, resources of information and Bank
Account. It shall also deliver any documents to prove that it is qualified to do
the business of a specific Value-added Service. Party B shall ensure that the
rates for charge of the Value-added Services meet the stipulations of competent
Bureau of Commodity Price.

    


    Party B
is responsible for the content of Value-added Services, construction and
maintenance of the service platforms (excluding the platforms supplied by Party
A). Party B shall carry out the marketing promotion and customer service of the
Value-added Service.

    


    Party B
shall comply with the requirements stipulated by Party A in the Service
Specifications, Management Methods, Performance Criteria, Operation and
Maintenance Specifications, Customer Service Quality Standards and all
modifications to such documents from time to time. 

    


    Party B
shall strictly observe the state laws, regulations and national policies on the
information industry, and ensure that the relevant content supplied by Party B
shall not violate such laws, regulations and national policies on the
information industry. Party B shall not violate the stipulations in the
Guarantee for the Information Security and Statement for Anti-Commercial Bribe.
Party B shall pre-examine the information and contents which will be
provided to the customers (including the information and contents edited by the
customers or uploaded by them in Party B’s website), ensuring that the
information and contents are healthy, lawful and not vulgar. Any violation of
the above-mentioned provisions by Party B shall be deemed as a fundamental
breach.

    


    Party B
shall use its user name and password to log in the Service System for
Cooperation to apply for the registration of its Value-added Services,
to maintenance the company information of Party B and communicate with Party
A about the performance of Value-added Services. Party B shall
truthfully register or timely update the information about its company name,
designated bank and bank account, contact person and customer services, and
shall preserve in an appropriate way at its own cost the
information generated by the Service System for Cooperation in
relation to the fulfillment of contracts with Party A, payments, Complaint and
Default handling.


    
      
         


      

      
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      Party B shall appropriately keep its user name and password for logging
in the Service System for Cooperation, and shall not allow any other third
party to use its name and password. If the user name and password are known by
others due to the Defaults of Party B, and it has caused any loss to Party A,
Party B or customers, Party B shall assume all relevant losses.

    


    If Party
B wishes to apply for any New value-added Service or make any changes to
the existing Services, it shall render a written application to Party A or
submit a valid application in the Service System for Cooperation, and provide
certificates to prove that it is qualified to provide such Service.

    


    Any item
of the Value-added Service which is expected to be carried out by Party B
must pass all necessary technical tests before Party B supplies such Service to
public. If Party B can not pass the tests required by Party A on its
own reasons, the application shall become invalid. Party B shall
re-submit an application for providing such Service if it wishes to carry out
such Service in the future.

    


    Party B
shall provide to Party A the network interface and authority for Party A to
provide inquiries and cancellation service to customers; and upon request
by Party A, it shall provide Party A with data as to market development,
classification of customers, and the habits of customers to use the Value-added
Services and the forecast or report of such Services. Part B shall deliver
the customer data to Party A to facilitate Party A to manage such Services and
update the customer database in a timely manner.

     

    During
the Term of this Agreement, Party B shall establish a separate database for the
customers of Party A. Such database shall be independent from the database for
other customers of Party B. Party B shall not make use of the channels of Party
A or make use of the Value-added Services of Party A in various levels of Party
A's network to connect or link with the networks of any third party. It shall
not make use of the Value-added Services of Party A in any manner to connect or
link with the networks of any third party in a disguised form.

    


    Party B
shall be responsible for the safety and legality of the content and service
provided to customers, and ensures that the services it provides is free from
any hidden danger which may damage the mobile communication network
and Value-added Service platform of Party A or the interests of any other
third party. Party B shall compensate any and all losses incurred by Party A
and/or the third party due to its violation of the above-mentioned provisions,
and shall publicly state its responsibility in an appropriate way to eliminate
the adverse effects to Party A.

    


    When
providing the Value-added Services to customers, Party B shall not cause the
customers to customize services and collect relevant charges, or cause
unnecessary extra burden to the customers in any manner, including but not
limited to in the manner of constraint, enticement, cheat or deception of
customers.


    
      
         


      

      
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      When providing Value-added Services to customers, Party B shall not do any act
specified in Annex II hereto—Default Act, or engage in any act detrimental to
the interests of Party A and/or the customers.

    


    Party B
shall undertake and pay all taxes and fees which are imposed by relevant tax
authorities on Party B in relation to the conclusion and performance of this
Agreement by Party B in accordance with Chinese laws and
regulations.

    


    Party B
shall deliver invoices to Party A when Party A pays the compensation for
Value-added Services of Party B according to the provisions of the
Agreement.

     

    Chapter
V Management Mechanism

     

    Party A
shall set up certain standards to determine whether Party B is qualified to
supply its Value-added Services via Party A’s networks. The basic standards
are as follows:

    


    Party B
shall have the legal qualifications for providing Value-added Services. It shall
show its Business License and Operation License for Cross-regional
Value-added Telecom Business. It shall be qualified as SP in accordance with the
relevant requirements in the Measures for the Administration of Permits for
Operation of Telecommunication Business (Decree No.19 issued by the Ministry of
Information Industry);

    


    Party
B shall have powerful strength in terms of company scale, content or
technical resources, marketing channels and operation experiences;

     

    Party B
shall be capable of telecom-level operation and maintenance, and meets the
Requirements of China Unicom on Value-added Service Provider in Operation and
Maintenance Management in terms of equipment room conditions, maintenance
organization, security management, daily maintenance management, access
methods,key
indicators and other conditions, which shall include but not limited
to:

    (1)
Management of the Operation and Maintenance: Party B shall meet requirements in
respect of equipment room conditions, maintenance organization and job
placement, security management, failure and system data change management and
daily maintenance management;

    (2)
Access Mode: Leased line, VPN access;

    (3) Key
Performance Indicators: Party B shall meet requirements in respect of the U-SMS
gateway to SP connectivity success rate, WAP business service response time, WAP
service page access success rate and 7×24 hours operation availability of
equipments;


    
      
         


      

      
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      Party B shall outfit a perfect and standardized customer service system,
which shall meet the detailed requirements in the relevant provisions of Chapter
IX, Customer Service.

    


    Party
A shall have the right to evaluate qualifications of Party B or the
Value-added Services provided by Party B and determine if Party B is qualified
to be a SP for Party A.

    


    Party A
shall make an evaluation on Party B’s capabilities to determine whether
Party B is qualified to provide the Value-added Services to Party A. The
standards used in the evaluation are: the business development of Party B, the
quality of customer service, the level of operation and maintenance, and credit
evaluation rating of Party B. The detailed requirements are specified in the
Management Methods and Detailed Rules for CP/SP Cooperation issued by Party A.
If Party B doesn’t satisfy the agreed standards, Party A is entitled to
terminate this Agreement:

    


    If Party
B fails to meet the standards, Party A is entitled to ask Party B to quit
from the cooperation. In such case, Party A shall not accept the re-application
from Party B within one year thereafter in principle.

    


    Party A
is entitled to evaluate each type of Value-added Services of Party B
quarterly. The criteria for the evaluation are the revenue of each type of
Value-added Services, total number of customers of each type of Service and
level of service maintenance. If Party B does not satisfy the criteria in
respect of any type of Service, this type of Service shall be cut down. In
principle, Party A shall not accept re-application of such type of Service
within one year from the time it is cut down. For those New Value-added
Services, Party A shall give Party B three months (3 charging months after the
opening of the business) support. During this period, Party A shall not make any
evaluations to such New Value-added Services. For the innovative Value-added
Services, the period of support shall be extended to six months.

    


    Party B
shall not transfer its business under this Agreement to any third party without
the prior written approval from Party A. If Party B violates any provisions of
this Agreement and transfer its business to a third party, such transfer shall
be deemed invalid and Party B shall bear the responsibility of breaching the
contract.

    


    If Party
B intends to transfer its rights and obligations under this Agreement to a third
party who has the Business License of Telecommunication Services and Value-added
Services or who is qualified to provide such services to public, Party B shall
make all payments owed to Party A at first. Only when Party B has dealt with all
its Defaults, it may apply to Party A for the transfer of its rights and
obligations to the third party.


    
      
         


      

      
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      Party B shall ensure that the transferee has the same or better qualifications
and capabilities than Party B and is able to provide the Value-added Services
contemplated in this Agreement. The transferee shall satisfy the requirements of
business transfer in the Regulations and Management Methods issued by Party A.
Upon such transfer, all rights and obligations of Party B in this Agreement
shall be assigned to the transferee. Party B agrees to be liable jointly and
severally with the transferee for the performance of the transferee and any and
all losses incurred by Party A or any customer if the transferee fails to comply
with this Agreement, any regulations or rules. The preliminary rating level and
grade of credit of the transferee shall be the final rating level and grade
of credit of Party B.

    


    The
expenses for the transfer of network-wide services are:

    (1) For
transfer of U-SMS service, Party B shall pay Party A RMB 100 000 per type of
service;

    (2) For
transfer of other services, Party B shall pay Party A RMB 50 000 per type of
service.

    


    The
transferor or transferee shall pay Party A any cost and expenses which are spent
by Party A in assistance and cooperation of the transfer, including the cost
related to line commissioning, data update and customer services.

    


    In order
to encourage, discover and support Party B to make innovations in Value-added
Services and attract valuable cooperation resources, to create differential
competitive environments, Party A shall establish and implement an
innovative service management mechanism. The innovative businesses shall include
but not limited to the following:

    (1)
Innovations in business or functions, or development of business with
patent, invention or own intellectual property right; or

    (2)
Innovations which can facilitate the customers to send messages with each other
or can promote the customers to spread messages voluntarily;

    (3)
Innovations which can achieve the communication between different platforms or
attract customers to choose the services.

    (4)
Innovations which can lead the flows in mobile internet and wide-band
internet;

    (5)
Services which are different from the existing businesses in one or more aspects
in respect of the content resource, business design, cooperation resource,
marketing resource or distribution channel;

    (6)
Services with monopoly or scarcity contents;

    (7)
Services which can satisfy, lead or create the demand of customers, or can
create advantages in functionality or customer experiences, or can bring about
better economic and/or social benefits.


    
      
         


      

      
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      Party A shall have the right to make periodic evaluation to the above-mentioned
innovative services and select the best from all approved services.

    


    Party A
has set up a green channel to provide services to innovative businesses, i.e.
giving priority to accept the application, make examination or testing and to
register the businesses on the network of Party A. Part A shall designate a
dedicated service manager to assist and guide Party B in preparation of
documents about the innovative businesses and making the testing. The service
manager shall follow up the procedure of the acceptance of application from
Party B, coordinate with Party B and give feedbacks to it concerning all
matters during the whole procedure.

    


    Party A
will provide a half-year period of business development for innovative
businesses, and open up a special area to publicize such businesses in the part
of new products in its website.

     

    Part A
will extend the support period for new businesses to half a year, and it
shall not make evaluation of the innovative businesses or decide whether to
keep such businesses during this period.

    


    Chapter
VI Work Interface and Maintenance

     

    6.1
During the term of this Agreement, both Parties are responsible for the
maintenance of their respective interface with the connection point of
equipments as the boundary. The work and maintenance interface of both
Parties is shown in the following figure.
 

    
      
         


      

      
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    Schematic diagram for
Maintenance Interfaces of Both Parties

     

     


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    
      

      6.2  Maintenance Responsibilities of Party A

    


    
      	
              6.2.1

            	
              Party
      A shall maintain the hardware and software used in its mobile data network
      and its Value-added Service
platforms;

            


    

    


    
      	
              6.2.2

            	
              Party
      A shall cooperate with Party B in connecting the communication lines
      between the gateways or servers of Party A and the servers of Party
      B;

            


    

        

    
      	
              6.2.3

            	
              Party
      A shall deliver its technical protocol standards and interface standards
      related to the Value-added Services to Party
  B;

            


    

    


    
      	
              6.2.4

            	
              Party
      A is responsible for the normal operation of the network communications
      within the scope of Party A’s asset in the above schematic diagram. It
      shall maintain any failure in its network which is not caused by Party
      B;

            


    

    


    
      	
              6.2.5

            	
              For
      any abnormal overload transmission of data or information
      which brings influences to the safely operation of Party A’s network,
      Party A has the right to restrict such
  transmission;

            


    

    


    
      	
              6.2.6

            	
              Party
      A shall control and adjust the data flow and port within the interface
      maintained by Party A, and inform Party B of the results of such
      control and adjustment;

            


    

    


    
      	
              6.2.7

            	
              Party
      A has the right to make necessary testing and data statistics on services
      provided by Party B at any time during the operation when it thinks
      appropriate. According to the testing results, Party A is entitled to
      request Party B to make rectification in line with the Management
      Regulations of Party A on Telecommunication Value-added
      Services;

            


    

    


    
      	
              6.2.8

            	
              Party
      A shall provide Party B with data flow statistics to show Party B’s use of
      communication channels, and shall ensure the reliability and
      timeliness of the statistics data;

            


    

    


    
      
        	
                6.2.9

              	
                Party
      A shall notify Party B within a reasonable period prior to any
      transmission interruption caused by debugging, updating, connection or
      maintenance of platforms or other network devices or any other
      interruption caused by any foreseeable reasons, including the specific
      cause, time and period of the interruption. Part A shall not be
      responsible for any loss which has been incurred or may be incurred by
      Party B due to such causes.

              


      

    

    


    
      	
              6.3

            	
              Maintenance
      Responsibilities of Party B

            


    


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

     

    
      

    

    
      	
              6.3.1

            	
              Party
      B shall be responsible for the construction and maintenance of its own
      system, including but not limited to the installation, commissioning,
      startup, connection with the Party A’s network and daily maintenance of
      all the hardware and devices employed under this
      Agreement;

            


    

    


    
      	
              6.3.2

            	
              Party
      B is responsible for the application, lease and interconnection of
      communication lines employed under this
  Agreement.

            


    

    


    
      	
              6.3.3

            	
              Party
      B shall be responsible to connect its system with the gateways or servers
      of Party A, and go through the procedures as to the application, lease and
      maintenance of the connection and bear all relevant
  cost.

            


    

    


    
      	
              6.3.4

            	
              Party
      B ensures that it will give a written notice to Party A prior five days
      when it plans to do debugging, opening or system maintenance work which
      may influences the normal operation of its system. In the notice, Party B
      shall explain the influences, scope and period of such work. Only when
      Party A has reviewed and approved the application, Party B may start such
      work. Party B assures that the above mentioned work will not influence the
      normal operation of Party A’s network, and it will assume the relevant
      responsibilities if Party A’s network system fails to operate due to
      such work;

            


    

       

    
      	
              6.3.5

            	
              Party
      B agrees that it shall comply with Party A’s adjustment and
      arrangement of data flow under emergency conditions to ensure the normal
      and stable operation of various Value-added
  Services;

            


    

    


    
      	
              6.3.6

            	
              Party
      B ensures that when transmitting various data or messages to Party A’s
      platform, the data flow will not damage the safe operation of the network
      of Party A. For any abnormal or overload data or message transmission rate
      that may influence the safe operation of Party A’s network, Party A has
      the right to restrict the
transmission.

            


    

    


    
      	
              6.3.7

            	
              Party
      B shall strictly comply with the Requirements Concerning the Management of
      Internet Data Center (“IDC”) when it maintains its own equipments or
      devices which are installed in the
IDC;

            


    

    


    
      	
              6.3.8

            	
              Party
      B ensures to provide 7×24 hours uninterrupted system
      maintenances.

            


    

        

    Chapter
VII Credit Rating Evaluation

     

    
      	
              7.1

            	
              During
      the term of this Agreement, Party A shall evaluate the credit rating and
      honesty level of Party B in accordance with the situations of Defaults,
      customer complaints and cooperation of Party B in the operation, and apply
      relevant provisions in this Agreement or applicable incentive and
      restrictive policies on the basis of the outcome of the
      evaluation.

            


    


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    
      

      7.2  The credit rating is evaluated according to the following
standards:

    List of
Credit Scoring

    
      
        	
                Item

              	
                Explanation

              	
                Rating

              
	
                Default

              	
                General
      Default

              	
                Deduction
      of 1 point per time

              
	 
      	
                Serious
      Default

              	
                Deduction
      of 3 points per time

              
	 
      	
                Material
      Default

              	
                Deduction
      of 5 points per time

              
	 
      	
                Warning

              	
                Deduction
      of 1 point per time

              
	 
      	
                Suspension
      of payment

              	
                Deduction
      of 3 points per time

              
	 
      	
                Stop
      doing business for internal rectification

              	
                Deduction
      of 5 points per time

              
	
                Complaint

              	
                When
      Party B has been punished as Defaults, it shall be deducted relevant
      points according the degree of its Default.

              	
                Deduction
      of 1-5 points per time

              
	
                Defects
      in the cooperation

              	
                Provide
      false qualification certificates

              	
                Deduction
      of 2 points per time

              
	 
      	
                Do
      not update the information in the Service System for Cooperation in
      time

              	
                Deduction
      of 2 points per time

              
	 
      	
                Do
      not cooperate in the handling of Defaults or have bad attitude in carrying
      its duties.

              	
                Deduction
      of 2 points per time

              
	 
      	
                Do
      not deliver certain important documents as the report for self-examination
      and self-rectification or corrective action report in time

              	
                Deduction
      of 2 points per time

              
	 
      	
                Do
      not make payments or deliver invoices or certificates of confirmation as
      requested

              	
                Deduction
      of 2 points per time

              
	 
      	
                Do
      not attend important meetings as requested

              	
                Deduction
      of 2 points per time

              
	
                Others

              	
                Other
      Default, complaint or non-cooperative action

              	
                Deduction
      of 1-5 points per time

              
	
                Encouragement

              	
                No
      Default, complaint or non-cooperative action for three consecutive
      months

              	
                Plus
      of 5 points

              


      

    


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    
      

      Remarks:

    If Party
B has committed more than one Default in one time, the deduction of the
points of credit rating shall be determined with the highest points of
deduction, and not be accumulated. (For example, if Party B has a material
Default and suspension of payment at one time, the deduction shall be calculated
with the highest points, i.e. 5 points.)

    


    7.3
Credit Rating Grade

    


    Table for
Credit Rating Grade 

    
      
        
          	
                  Credit
      rating

                	
                  Credit
      Rating

                  Points

                	
                  Applicable
      Policy

                	
                  Details
      (Including but not limited to:)

                
	
                  Excellent

                	
                  90≤points≤100

                      
      

                	
                   Supportive
      development

                	
                  1)
      If Party B has got an excellent grade or the integrated strength of a type
      of Value-added Services is listed in the top 10 percent of all applicants.
      Party B may choose: to apply for open resources for relevant business (the
      open resources shall be determined otherwise according to
      the  characteristics of the business); or apply
      for  “express channel” to verify its accounts with Party A;
      or

                  To
      obtain a chance to try innovative business.

                
	 
      	 
      	 
      	
                  2)
      If Party B has got an excellent grade or the integrated strength of a type
      of Value-added Services is listed in the top 10 percent of all applicants.
      Party B may choice: apply for  “express channel” to verify its
      accounts with Party A; or

                  To
      obtain a chance to try innovative business.

                
	
                  Good

                	
                  70≤points≤90

                	
                  Standard
      policy

                	
                  /

                
	
                  Fair

                	
                  60≤points≤75

                	
                  Restricted
      development

                	
                  1)   
      Stop to apply for adding new type of Value-added

                     
      Services to the existing services;

                  2)   
      Stop to apply for new type of Value-added Services.

                
	
                  Poor

                	
                  0≤points<60

                	
                  Termination
      of agreement

                	
                  Termination
      of all types of
services

                


        

      

    


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    
      

      Remarks:

    Notes to
the Credit Rating Grade:

    Variation
range of credit rating points is 0~100, of which four credit ratings are
established: excellent, good, fair and poor.

    The
initial points for SP credit rating is 80 points, and the initial credit
rating is good.

    Notes to
the applicable policies:

    Supportive
development is referred to friendly policies introduced by Party A to facilitate
Party B to develop the Value-added Services or to promote business development
of Party B, which shall be applied when Party B meets the
standards.

    Standard
policy is referred to that the provisions in this Agreement are applied between
Party A and Party B. Unless otherwise explicitly stipulated in a written form,
Party B has no right to enjoy the supportive policies introduced by Party
A.

    Restrictive
development is referred to the restrictive policy introduced by Party A with the
goal to cut down the Value-added Services provided by Party B in an appropriate
way. This police shall be applied if Party B meets the relevant
conditions.

    Termination
of agreement is referred to that Party A has the right to terminate this
Agreement, and suspend all Value-added Services provided by Party B under this
Agreement when the credit rating of Party B is lower than 60 points. In such
case, Party A shall give a notice to Party B in an appropriate way, and
terminate this Agreement in accordance with the provisions
hereunder.

    


    During
the term of this Agreement, Party A shall conduct the credit rating evaluation
on Party B and publish the result of the evaluation before the 15th day of
each month for the last month (the evaluation shall be postponed if there
are any public holidays during this period). If Party B has got “Excellent” for
three months in a quarter, it may choice to apply the Supportive Development and
make an application to Party A prior to the next quarter.

    


    Chapter
VIII Complaint and Default Handling

    


    Both
Parties shall strictly comply with the provisions of this Agreement. If Party B
fails to fulfill its obligations, and the provisions of Operation
Specifications or relevant Management Methods of Party A, it shall commit a
Default.

    


    In the
event that the Default of Party B has caused any adverse social influences
or economic losses to Party A, Party B shall take the responsibilities of such
Defaults. Party A shall have the right to request Party B to eliminate the
adverse influences and indemnify the economic losses suffered by it. Party
A also shall have the right to terminate
this Agreement.


    
      
         


      

      
        20

        
          

        

      

      
         


      

    

    
      

    

    The
Defaults of Party B shall include but not limited to:

    
    

    (1)
  To provide vulgar, unhealthy or low-grade content or violate relevant
stipulations of the state laws and regulations;

    (2)  
To provide unlawful content, for example, the content is involved with feudal
superstition, gambling, drug, gangland, guns or magic potions;

    (3)   
To provide reactionary content;

    (4) 
  To cheat or coax customers to subscribe a type of services by technical
means or impose a type of service to the customers at its own
discretion;

    (5)  
To tempt the customers to reply for customization of a type of services or
deduction of charges through unauthorized group sending of promotion messages or
by other means;

    (6)  
To illegally initiate with calls and deducted with charges with customers when
they do not call for any voice service.

    


    Party A
shall handle the Defaults of Party B in accordance with the provisions of the
Operation Specifications or Management Methods. The measures shall include but
not limited to discipline punishment, deduction of payment, suspension of
payment or deduction of credit rating points. If there is any discrepancy
between the provisions under this Agreement and those of the Operation
Specifications or Management Methods, the provisions in the latest version of
Operation Specifications or Management Methods shall prevail. Party A shall have
the final right to explain such provisions.

    


    Party A
shall establish a mechanism to screen the unlawful content, and to preserve
evidences at first time and deal with the Defaults of Party B consequently. For
the Material Defaults, which shall include but not limited to: (i) Party B
has provide certain services which are involved with pornographic, unlawful or
reactionary content; (ii) Party B is alleged to have cheated the customers to
make customization or make use of Demand Business (20 complaints or more than 20
complaints), (iii) Party B is alleged to impose customization or Demand Business
on the customers (20 complaints or more than 20 complaints); (iv) Party B is
alleged to have unauthorized group sending (20 complaints or more than 20
complaints), Party A shall screen the unlawful content of Party B at first time
in the light of the complaints from customers, then it can start up the
procedure to determine whether Party B has committed a Default and deal with the
Defaults of Party B. As Party A screens the unlawful content and suspend the
Value-added Services of Party B, it shall give a notice to Party B on the
Service System of cooperation. Upon screening the unlawful content of Party B,
Party A shall preserve evidences and make an analysis to the evidences in time,
if it is determined that Party B has committed a Default, Party A shall start up
the procedure to deal with the Default; if it is determined that Party B has not
committed a Default, the content which is restricted shall be released after two
weeks.

    


    For the
General, Serious or Material Defaults committed by Party B, Party A shall take
measures as to give a warning to Party B, suspend to make payment or ask Party B
to stop to delivery the Value-added Services and make an internal rectification.
The description of Defaults is shown in Annex II.


    
      
         


      

      
        21

        
          

        

      

      
         


      

    

     

    
      
        

      

    

    If Party
B has committed a Default, it shall be deducted credit rating points as
stipulated in Chapter VII, meanwhile it shall also be punished as follows:


    


    (1)
Warning: When Party B has violated the provisions in Operation Specifications or
Management Methods of Party A, but does not reach the extent of General
Default, Party A shall give a warning to Party B. When Party A gives a
warning to Party B, it shall deduct a credit rating point from the accumulated
points of Party B within the same month.

    


    (2)
General Default: Party A shall screen the improper content supplied by Party B.
Party B shall remedy the Default within one month from the time when Party A
gives a notice to specify the Default. During this period, Party A shall suspend
to receive any application for new business from Party B. For U-SMS and IVR
services, the period to close the service channel in the province(s) where
the Defaults take place shall be no more than one month. If Party B has
rectified the improper content and taken measures to remedy the
Defaults within one month, Party A shall cancel the restriction of
screening and resume to receive new service application from Party B,
meanwhile the former service channel shall also be re-opened; if Party B has not
rectified the improper content and take no measures to remedy the Defaults
within one month, the restriction of screening will remain effect, and no new
business application will be accepted by Party A till Party B has rectified the
improper content and take measures to remedy the Defaults. Party A shall deduct
double times of the total earnings of the Information Service Fees related to
the service in Default for the period when Party B has committed such
Defaults, and deduct 30 percent of the total revenue of the class of Value-added
Services as liquidated damages (before allotting the revenue between both
Parties, and the revenue shall also include the earnings of services related
with the Defaults). Party A shall circulate a notice about the Defaults among
its subsidiaries and business partners. If Party B has committed a General
Default, Party A shall deduct a credit rating point from the accumulated points
of Party B within the same month.


    
      
         


      

      
        22

        
          

        

      

      
         


      

    

     

    
      
        

      

    

    (3)
Serious Defaults: Party A shall cease the type of Value-added
Service supplied by Party B at its own discretion. Party B shall remedy the
Default within two months from the time when Party A gives a notice to specify
the Defaults. During this period, Party A shall suspend to receive any
application for new business from Party B. For U-SMS and IVR services, the
period to close the service channel in the province(s) where the Defaults take
place shall be no more than two months. If Party B has rectified the improper
content and taken measures to remedy the Defaults within two months, Party A
shall cancel the restriction of screening and resume to receive new service
application from Party B, meanwhile the former service channel shall also be
re-opened; if Party B has not rectified the improper content and take measures
to remedy the Defaults within two months, the restriction of screening will
remain effect, and no new business application will be accepted by Party A till
Party B has rectified the improper content and take measures to remedy the
Defaults. Party A shall deduct double times of total earnings of the Information
Service Fees related to the service in Default for the period when Party B has
committed such Defaults, and deduct 50 percent of the total revenue of the class
of Value-added Service as liquidated damages (before allotting the revenue
between both Parties, and the revenue shall also include the earnings of the
services related with the Defaults). Party A shall circulate a notice about the
Defaults among its subsidiaries and business partners. If Party B has committed
a Serious Default, Party A shall deduct three credit rating points from the
accumulated points of Party B of the same month when such notice is
sent.

    


    (4)
Material Defaults: Party A shall cease the cooperation with Party B in the type
of Value-added Service with Defaults at its own discretion. Within one year from
the time when Party A gives a notice to specify the Default, Party A shall
suspend to receive any application for new business of the same kind of
Value-added Service from Party B. Party A shall deduct double times of the
total earnings of the Information Service Fees related to the service in Default
for the period when Party B has committed such Defaults, and deduct 80 percent
of the total revenue of the class of Value-added Service as liquidated damages
(before allotting the revenue between both Parties, and the revenue shall also
include the earnings of the services related with the Defaults). Party A
shall suspend to make payment to Party B during the period when Party B has
committed the Defaults, and resume the payment to Party B when Party B has
corrected the Defaults and paid all punishments. Party A shall circulate a
notice about the Defaults among its subsidiaries and business partners. If Party
B has committed a Material Default, Party A shall deduct five credit rating
points from the accumulated points of Party B of the same month when such notice
is sent.

    


    (5)
Suspension of payment: If Party B violates the stipulations of Operation
Specifications or Management Methods, Party A may suspend the payment to Party B
according to nature of the Default. Party A shall give a notice to Party B when
it determines to suspend the payment and deduct three credit rating points from
the accumulated points of Party B of the same month when such notice is
sent.

    


    (6)
Suspension of business for rectification: If Party B has be requested to suspend
business for rectification by government agencies, competent industry authority
or bureau of quality and technical supervision, Party A shall ask Party B to
suspend to provide the Value-added Services to public via Party A’s network.
Party A shall give a notice to Party B when it determines to suspend the
Value-added Services from Party B, it shall deduct five credit rating points
from the accumulated points of Party B of the same month when such notice is
sent.


    
      
         


      

      
        23

        
          

        

      

      
         


      

    


    
      
        

      

    

    (7) If
Party A has screened the improper content or ceased the operation of a type of
Value-added Service of Party B, it shall make its decision and deal with all
relevant matters in accordance with the stipulations in the Operation
Specifications and Management Methods.

    


    (8)
Methods for Deducting Double times of Total Earnings of Information Service Fees
related to the Service in Default and Liquidated Damages: If the amount of
current payment is insufficient for deducting double times of total
earnings of information service fees related to the service in Default and the
liquidated damages, Party A may deduct such amount from the further payments to
Party B until the deduction is paid in full. Party A shall be entitled to
get compensation from Party B when the amount of all payments up to the
termination of this Agreement is not sufficient for the
deduction.

    


    If Party
B has committed a Default which has caused adverse influences to the
subsidiaries of Party A, and if one of the subsidiaries has determined that
Party B has committed a Default under this Agreement and dealt with the Defaults
according to the forgoing provisions, other subsidiaries shall not deal with the
same Defaults again.

    


    Party A
and its subsidiaries shall deal with the Defaults of Party B with a two-tier
system:

    


    (1) Party
A is responsible for dealing with the Default of Party B which has caused an
influence to the whole network, including: (i) the Default which is punished by
the government agency, competent industry authorities or bureaus of quality and
technology; (ii) the Serious or Material Default which is handed over from the
customer service center of the headquarters of Party A; (iii) the same Default
of Party B which occurs in more than three provinces within the same billing
cycle; (iv) any Default which is decided by one of Party A’s subsidiary as to be
a Serious or Material Default and is rendered to the headquarters of Party A to
be dealt with.

    


    (2) Party
A shall deal with the Default of Party B on the basis of the evidences and
results of the investigation. Party A shall determine the nature of each Default
of Party B and make a decision to take certain measures, which shall include but
not limited to giving a warning to Party B, screening the improper content from
a type of Value-added Service, ceasing the Value-added Service, closing the
service channel, deduction of Information Service Fees, suspension of payment to
Party B, ceasing the Value-added Service which is involved in the Default or
asking Party B to suspend business and begin internal ratification (among other
things, the deduction of Information Service Fees shall be executed by one of
the subsidiaries of Party A).


    
      
         


      

      
        24

        
          

        

      

      
         


      

    

     

    
      
        

      

    

    Party A
may take the following measures to deal with the Default of Party B

    
      
        
          
            
              
                
                  	
                          Item

                        	 
      	
                          Executed
      by

                        	 
      	
                          Measures
      to deal with the Defaults

                        
	
                          General
      Defaults

                        	 
      	
                          Party
      A

                        	 
      	
                          1)    Screen
      the improper content for one month;

                          2)    Report
      to the competent industry authority;

                          3)    Circulate
      to all subsidiaries and partners of Party A;

                          4)    Deduct
      one credit rating point of Party B;

                          5)    Suspend
      to receive any application for new type of Value-added Service which is
      related with the Default from Party B for one
  month.

                        
	 
      	 
      	
                          Subsidiaries
      of Party A

                        	 
      	
                          Deduct
      30 percent of the total revenue of the class of Value-added
      Services

                        
	
                          Serious
      Defaults

                        	 
      	
                          Party
      A

                        	 
      	
                          1)    Cease
      the Value-added Service which is influenced by the Default;

                          2)    Report
      to the competent industry authority;

                          3)    Circulate
      to all subsidiaries and partners of Party A;

                          4)    Deduct
      three credit rating points of Party B;

                          5)    Suspend
      to receive any application for new type of Value-added Service which is
      related the Default from Party B for two months.

                        
	 
      	 
      	
                          Subsidiaries
      of Party A

                        	 
      	
                          Deduct
      50 percent of the total revenue of the class of Value-added
      Services

                        
	
                          Material
      Defaults

                        	 
      	
                          Party
      A

                        	 
      	
                          1)    Terminate
      the cooperation of the Value-added Service which is influenced by the
      Default;

                          2)    Report
      to the competent industry authority;

                          3)    Circulate
      to all subsidiaries and partners of Party A;

                          4)    Deduct
      five credit rating points of Party B;

                          5)    Suspend
      to receive any application for new type of Value-added Service which
      is related with the Default from Party B for one
  year.

                        
	 
      	 
      	
                          Subsidiaries
      of Party A

                        	 
      	
                          Deduct
      80 percent of the total revenue of the class of Value-added
      Services

                        
	
                          Warnings

                        	 
      	
                          Party
      A

                        	 
      	
                          Deduct
      one credit rating point of SP for the month when it commits the
      Defaults.

                        
	
                          Suspension
      of payment

                        	 
      	
                          Party
      A

                        	 
      	
                          Deduct
      3 credit rating points of SP for the month when it commits the
      Defaults.

                        
	
                          Suspension
      of business and beginning of internal ratification

                        	
                            

                        	
                          Party
      A

                        	
                            

                        	
                          Deduct
      5 credit rating points of SP for the month when it commits the
      Defaults.

                        


                

              

            

          

        

      

    


    
      
         


      

      
        25

        
          

        

      

      
         


      

    

     

    
      
        

      

    

    Subsidiaries
of Party A shall deal with the Default of Party B on the basis of the evidences
and results of the investigation. Subsidiaries of Party A shall determine the
nature of each Default of Party B and make a decision to take certain measures,
which shall include but not limited to give a warning to Party B, screening the
improper content from a type of Value-added Service, ceasing the Value-added
Service, closing the
service channel of the province, deduction of Information Service Fees, (among
other things, Party A shall give assistance to its subsidiaries to screen the
improper content of a type of Value-added Service or cease a type of Value-added
Service supplied by Party B).

    


    Subsidiaries
of Party A may take the following measures to deal

    with the
Default of Party B

    
      
        
          
            
              	
                      Item

                    	 
      	
                      Executed
      by

                    	 
      	
                      Measures
      to deal with the Defaults

                    
	
                      General
      Defaults

                    	 
      	
                      Subsidiary
      at province level

                    	 
      	
                      1)    Report
      to the headquarters;

                      2)    deduct
      30 percent of the total revenue of the class of Value-added Services as
      liquidated damages;

                      3)    Close
      the service channel for no more than one month for U-SMS and IVR
      services;

                    
	 
      	 
      	
                      Party
      A

                    	 
      	
                      Cease
      the service which is influenced by the Defaults for one
    month.

                    
	
                      Serious
      Defaults

                    	 
      	
                      Subsidiary
      at province level

                    	 
      	
                      1)    Report
      to the headquarters;

                      2)    Deduct
      50 percent of the total revenue of the class of Value-added Services as
      liquidated damages;

                      3)    Close
      the service channel for no more than two month for U-SMS and IVR
      services;

                    
	 
      	 
      	
                      Party
      A

                    	 
      	
                      1)    Clean
      up the relationship of customization in such province (where the VAC of
      such province is put onto the network, the subsidiary of the province
      shall be responsible for the cleanup);

                      2)    Cease
      the service which is influenced by the Defaults for two
      months.

                    
	
                      Material
      Defaults

                    	 
      	
                      Subsidiary
      at province level

                    	 
      	
                      1)    Report
      to the headquarters;

                      2)    Deduct
      80 percent of the total revenue of the class of Value-added Services as
      liquidated damages;

                      3)    Close
      the service channel for no more than three months for U-SMS and IVR
      services;

                    
	 
      	 
      	
                      Party
      A

                    	 
      	
                      Cease
      the Value-added Service which is influenced by the
    Defaults.

                    
	
                      Warnings

                    	
                        

                    	
                      Subsidiary
      at province level

                    	
                        

                    	
                      Report
      to the headquarter of Party
A.

                    


            

          

        

      

    


    
      
         


      

      
        26

        
          

        

      

      
         


      

    


    
      
        

      

    

    Party A
has the right to decide and explain the measures to deal with the Default taken
by its subsidiaries. Party B may directly lodge complaint to Party A for the
measures taken by the subsidiaries of Party A. If Party A has overruled the
complaints from Party B for more than three times (including three times), the
channel for direct complaint shall be closed.

    


    In case
Party A takes any measure to deal with the Defaults of Party B, it shall notify
Party B in a proper manner. Meanwhile, Party A shall also specify the influences
of the Defaults to both Parties. The Information Service Fees which are due
shall be deducted or paid by Party B according to the provisions of this
Agreement.

    


    Party A
may cease the Value-added Service which is influenced by the Default of Party B
in accordance with the provisions hereunder, or cease all or part of other types
of Value-added Services which are not influenced by the Defaults, or terminate
this Agreement if Party B (i) fundamentally or severely violates the Service
Quality Standards or Customer Service Standards of Party A; (ii) has grave
defects in the services or content supplied under this Agreement; (iii) utilizes
technical means to actively or passively take part in the activities which harm
or infringe the interests of Party A or its customers; (vi) causes adverse
social impact to Party A or its customers due to Party B’s malpractice in
operation.

    


    If Party
B utilizes technical means by itself or together with others (i) to
maliciously harm the interests of Party A or its customers;
(ii) to endanger the security of the network of Party A; or (iii) to cause
any impact to Party A’s business platform/system due to the data generated or
abnormal operation by Party B, Party A may suspend the Value-added Service
supplied by Party B at the first time and send a notice to Party B in time.
Party B shall provide appropriate evidences within 7 working days to explain and
make clear reasons for the generation of such data and abnormal operation.
Otherwise, Party B shall be deemed as to harm maliciously the interests of Party
A or its customers, and shall take responsibilities in accordance with the
relevant provisions of this Agreement.


    
      
         


      

      
        27

        
          

        

      

      
         


      

    


    
      
        

      

    

    Chapter
IX Customer Service

     

    9.1 Party
A shall provide Party B a calling service access number for the customer enquiry
or complaint. The customer service center of Party A shall be responsible for
the ultimate affirmation and distribution of the questions or problems from the
customers. The customer service system and representatives of Party B shall
work with the customer service center of Party A to analyze and deal with the
complaints or enquiries from customers. Party A shall allot all complaints and
enquires to Party B, excluding those about the network and communication. As to
the complaints and enquires about the network and communication, Party A shall
take responsibilities.

    


    9.2 If
Party A receives any complaint concerning the unlawful messages of Party B from
the customers who used the Value-added Services supplied by Party B, Party B
shall give a preliminary reply to the customer service center of Party A within
2 hours from the time when it receives the complaint, and find out the causes
about such unlawful messages and stop in time the dissemination of such unlawful
messages.

    


    9.3 Party
A shall manage all its Value-added Services in accordance with following
policies, laws and regulations, and has an uniform calling service access number
to provide enquires or deal with complaints from customers before and after
customers subscribe the Value-added Services from Party A. Party B shall employ
a complete customer-service system in accordance with requirements of the
following policies, laws and regulations, and relevant standards concerning the
customer service of Party A:

    (a) China
Unicom Customer Service Standards, version 2.0;

    (b) China
Unicom Service Rules, version 2.0;

    (c)
Administrative Provisions of Unicom on Quality Supervision of Information
Service Business;

    (d)
Telecommunication Service Rules (Decree No.36 of Ministry of Information
Industry);

    (e)
Notice of the Ministry of Information Industry on Regulating the Fees of Mobile
Information Services and the Charging Acts (No. 574 [2006] of the Ministry of
Information Industry);

    (f)
Notice on the Matters concerning Carrying out a Special Campaign to Strengthen
and Regulate the Fees and Charging of Mobile Information Services (No. 314
[2006] of the Ministry of Information Industry).

    


    9.4 When
customers subscribe the Value-added Services, Party A or Party B shall inform
customers in a proper manner of the name of the SP and the name of the actively
or passively Value-added Service, specify the content and fee of the service,
calling service access number, and the way to cancel such service.

    


    9.5 Both
Parties shall provide the customers with diverse and convenient ways for them to
know the subscription relationships or to cancel the services. Party A and the
subsidiaries of Party A shall control and manage independently the Value-added
Service subscription relationships of the SPs who are in cooperation with them
respectively, and provide independently certain ways for customers to make
enquiries or to cancel the subscriptions.


    
      
         


      

      
        28

        
          

        

      

      
         


      

    


    
      
        

      

    

    9.6 Party
A and Party B shall adopt the accountability system to deal with the complaints
or claims from customers respectively. Each Party shall handle the complaints
within the time limit as stipulated in the Schedule of Handling the Complaints
of the China Unicom Service Rules (version 2.0). No matter which Party shall
answer for the complaints ultimately, the Party which has received the
complaints from customers shall coordinate with customers and handle the
complaints satisfactorily. If the other Party is involved with the complaint, it
shall give necessary assistance to the Party who handles the
complaint.

    


    9.7 As to
any enquiry or complaint which has to be handled by Party B, Party A shall send
a work-assign sheet to Party B. Party A shall give a reply to customer when
Party B has dealt with the problem within the time limit.

    


    9.8 Party
B shall not ask customers to contact directly with Party A with the reason that
Party A is responsible for the enquires or complaints. If Party B considers that
Party A shall deal with the enquiries or complaints, it shall notify Party A
within one hour and hand over the problems to Party A after Party A has
confirmed the problems.  Party B shall assist Party A to deal with the
problems.

    


    9.9 If
the Party receiving the enquiries or complaints from customers is unable to
determine who shall be responsible for such enquiries or complaints, it
should contact the other party within one hour. Both Parties shall work together
to make clear the responsibilities between them, and solve the problems of
customers in time. Both Parties shall not shirk the responsibilities upon each
other.

    


    9.10 If a
Party has made certain promises to customer services in its marketing
activities, but does not satisfy the promises in its daily operation, and this
has caused customers to lodge complaints. Such Party shall be responsible for
dealing with the complaints from customers and the other Party shall give
necessary assistances to such Party.

    


    9.11 When
Party B is unable to give satisfactory answers to Party A or customers if the
complaints are related to the content of the Value-added Services, Information
Service Fees or the promises in the marketing activities, it shall return the
Fees which have been collected to the customers, or reduce the charging for the
Services or provide the Services free of charge to the customers. Party B shall
adjust the charging when it has found out the causes of the complaints and
handled the complaints in time. If Party A has returned the Fees which have been
collected to the customers on behalf of Party B, it may deduct such amount from
the payment due to Party B in next month and Party B shall give necessary
assistance to Party A.


    
      
         


      

      
        29

        
          

        

      

      
         


      

    

    


    
      
        

      

    

    9.12 If
Party B terminates this Agreement and ceases to provide the Value-added Services
due to its bad management or other self reasons, it shall make explains to
customers directly and deal with all consequential matters. Party B shall give a
notice to Party A prior three months to specify its intention to terminate this
Agreement and cease to provide the Value-added Services, excluding that Party B
terminates this Agreement in accordance with the provisions hereunder. In such
case, Party A shall timely cease to charge customers of the Value-added Services
supplied by Party B, and assist Party B to make explains to
customers.

    


    9.12 Both
Parties shall strictly observe the relevant regulations of the Ministry of
Information Industry and the competent authority, and handle properly and in
time the complaints and claims of customers.

     

    Chapter
X Billing, Settlement and Collection of Fees

    10.1
Billing

    
      	
              10.1.1

            	
              Communication
      fee, flow fee, broadband access fee and the price of M/T will be
      determined by Party A. The price for information service fee will,
      basically, be fixed by Party B, upon examination and approval of Party A.
      Any change in the price for information service fee (including
      any change in charging methods thereof) shall take effect after being
      confirmed by Party A. Party A will provide, with compensation, billing and
      collecting services for Party B, and will work out the principle of and
      process for billing and settlement of value-added services based on the
      features of the network platform, as well as the business process of the
      billing and settlement system of Party
A.

            


    

    
      	
              10.1.2

            	
              When
      fixing the price for information service fee, Party B may elect to charge
      fees per time, length of time, month, day or week, M/T in relation to 3G
      services and other charging methods, or make a variety of charging methods
      available to users. Party B shall expressly notify users of such matters
      as charging method, standard, time of payment and customer service phone
      number in relation to user information service fee, by publishing them via
      its website, specifying them in certain agreements, showing them on the
      cell phone interface or sending text messages, or
    otherwise.

            


    

    
      	
              10.1.3 
      

            	
              Party
      A has the right to explicitly define users of various value-added products
      (number ranges or subsidiary brands) into the valid scope of billed users,
      and may check information service fees incurred from non-normal use of
      users’ numbers, such as use of invalid numbers of users (inclusive of
      cancelled/suspended numbers, inactive users, etc.) and services beyond the
      scope of services available.

            


    

    


    10.2
Settlement

    
      	
              10.2.1 
      

            	
              Various
      communication fees, flow fee, broadband access fee and M/T earnings
      deriving from use of Party A’s communication network by users shall belong
      to Party A, and will not be covered by Party B’s
    settlement.

            


    


    
      
         


      

      
        30

        
          

        

      

      
         


      

    


    
      
        

      

    

    
      	
              10.2.2  
      

            	
              Party
      A will settle all information service fees collected on commission in
      relation to 2G value-added services uniformly in the principle of “advance
      settlement of receivables, and clearing of amount actually received”. The
      amount actually received, with refund and compensation as well as
      information service fees for text messages in excess of twenty (20) pieces
      in phone bills (with exception of zero bill) per hour/user for services of
      the same SP deducted, shall be taken as base for the settlement of the
      amount actually received. The data in respect of settlement of actually
      received amount will be calculated on the basis of the base for the
      settlement of the amount actually received according to information fee
      sharing rule of the Parties. The data in respect of settlement of actually
      received amount, minus deducted amount due to defraud, unbalanced
      communication fee and other expenses as confirmed by both parties, will be
      the actual settlement amount of Party
B.

            


    

    
      	
              10.2.3  
      

            	
              Party
      A shall settle services such as fixed network, PHS and broadband
      applications by deducting a certain percentage of bad debt from the amount
      receivable, and settle 3G services subject to M/T billing by deducting 8%
      of the amount receivable as bad
debt.

            


    

    
      	
              10.2.4  
      

            	
              The
      percentage of information fee sharing is set out in Appendix C by category
      of services.

            


    

    
      	
              10.2.5  
      

            	
              Billing
      period: A period for which Party B’s total information service fees are
      calculated via Party A’s billing system shall refer to a calendar month
      commencing from 0:00 of the first day and ending at 24:00 of the last day
      of the month.

            


    

    
      	
              10.2.5.1  
      

            	
              The
      settlement process of 2G mobile phone network services: “advance
      settlement of receivables, and clearing of amount actually
      received”:

            


    

    As for
mobile value-added services used by a user in the first month, Party A shall,
prior to the fifteenth (15th) day of the second month, issue to Party B advance
settlement data in respect of information service fees of the first month
subject to the present advance settlement rate, i.e. 40% of total receivable
information service fees. Party A may gradually increase or decrease the advance
settlement rate in light of change to the actual receipt rate.

    The
second and third months shall be the period for payment made by
users.

    Party B
shall render to Party A the advance settlement confirmation and invoices prior
to the twenty-fifth (25th) day of the second month;

    Party A
shall pay advance settlement amount to the account designated by Party B prior
to the twenty-eighth (28th) day of the third month;

    Prior to
the fifteenth (15th) day of the fourth (4th) month, Party A shall release to
Party B, via its partner’s management system, the settlement amount of
information service fees generated during the first month;

    In the
event of any objection thereto, Party B shall request for checking accounts
prior to the twenty-fifth (25th) day of the fourth month. If there is no
objection raised, Party B shall be deemed to have confirmed the same, and Party
A will no longer accept any application for checking accounts. After Party B
files an application for checking accounts, generally, there should be no more
than three (3) months for Party A to respond thereto. The specific procedures
for checking accounts shall be subject to applicable management rules of Party
A.


    
      
         


      

      
        31

        
          

        

      

      
         


      

    


    
      
        

      

    

    In the
event the difference between the amount actually received by Party A and the
statistical data of Party B does not exceed 8% (inclusive), Party A’s data shall
prevail; if such difference exceeds 8%, Party B may request for checking
accounts to find out reasons for such difference, and properly deal with the
same in light of actual situation.

    Any delay
by Party A in paying Party B various fees due to account checking shall not be
deemed as breach by Party A of any of its obligation to make payment as
scheduled.

    Party B
shall, prior to the twenty-fifth (25th) day of the fourth month, deliver the
settlement confirmation under seal and definite invoice to Party A. The name and
account number indicated in the invoice rendered by Party B shall be consistent
with that referred to in its partner’s management system; otherwise, no payment
shall be made.

    Party A
shall, prior to the twenty-eighth (28th) day of the fifth month, transfer the
settlement amount to the account designated by Party B after deducting penalties
for default, unbalanced communication fee, etc.

    In the
event Party B, due to its own reason or account checking, fails to feedback the
settlement confirmation and invoices (affixed with Party B’s official seal as
required by Party A) prior to the twenty-fifth (25th) day of the fourth month of
services occurred, Party A will delay in payment of service settlement amount
for the said month. In other words, Party A will confirm documents of settlement
via its partner’s service system prior to the end of immediately next calendar
quarter after receipt of the settlement confirmation and invoices from Party B,
and complete the payment within immediately next month subsequent to
confirmation. Any delay in payment by Party A subject to such terms shall not be
deemed as payment delay specified herein, and Party A will not be liable for
default arising therefrom.

    In the
event Party B fails to provide the settlement confirmation for Party A within
one (1) year commencing from the twenty-fifth (25th) day of the fourth month of
services occurred, Party B shall be deemed to have waived the right to collect
the said amount of money; thereafter, Party A shall be released of its
obligation to pay such amount to Party B.

    Information
service fees for other months will be settled subject to the foregoing
process.

     

    
      	
              10.2.5.2   
      

            	
              The
      settlement process of 3G mobile phone network services: deducting 8% bad
      debt from receivables:

            


    

     

    (a) As
for value-added services used by a user in the first month, Party A shall, prior
to the fifteenth (15th) day of the second month, issue to Party B settlement
data in respect of information service fees of the first month subject to the
settlement ratio of Party B after deducting 8% bad debt from the
receivables.


    
      
         


      

      
        32

        
          

        

      

      
         


      

    

     

      
        

      

    

    (b) In
the event of any objection thereto, Party B shall request for checking accounts
prior to the twenty-fifth (25th) day of the second month. If there is no
objection raised, Party B shall be deemed to have confirmed the same, and Party
A will no longer accept any application for checking accounts. After Party B
files an application for checking accounts, generally, there should be no more
than three months for Party A to respond thereto. The specific procedures for
checking accounts shall be subject to applicable management rules of Party
A.

    (c)In the
event the difference between the statistical amount of Party A and the
statistical data of Party B does not exceed 8% (inclusive), Party A’s data shall
prevail; if such difference exceeds 8%, Party B may request for checking
accounts to find out reasons for such difference, and properly deal with the
same in light of actual situation. Any delay by Party A in paying Party B
various fees due to account checking shall not be deemed as breach by Party A of
any of its obligation to make payment as scheduled.

    (d) In
the case of no doubt, Party B shall provide Party A with the confirmation and
invoices (affixed with Party B’s official seal as required by Party A) prior to
the twenty-fifth (25th) day of the second month;

    (e) Party
A shall, prior to the twenty-eighth (28th) day of the third month, transfer the
settlement amount to the account designated by Party B after deducting penalties
for default, unbalanced communication fee, etc.

    (f) In
the event Party B fails to provide the settlement confirmation for Party A
within one (1) year commencing from the twenty-fifth (25th) day of the second
month of services occurred, Party B shall be deemed to have waived the right to
collect the said amount of money; thereafter, Party A shall be released of its
obligation to pay such amount to Party B.

    (g)
Information service fees for other months will be settled subject to the
foregoing process.

    
      	
              10.2.5.3  
      

            	
              Value-added
      services such as fixed network, PHS and broadband application will be
      settled subject to the process of “deducting a certain percentage of bad
      debt from the receivables”

            


    

    As for
value-added services such as fixed network, PHS and broadband application used
by a user in the first month, Party A shall, prior to the twentieth (20th) day
of the second month, issue to Party B settlement data in respect of information
service fees of the first month subject to the settlement ratio of Party B after
deducting a certain percentage of bad debt (15% for fixed network, 10% for PHS
and 10% to 15% for broadband) from the receivables.

    In the
event of any objection thereto, Party B shall request for checking accounts
prior to the twenty-fifth (25th) day of the second month. If there is no
objection raised, Party B shall be deemed to have confirmed the same, and Party
A will no longer accept any application for checking accounts. After Party B
files an application for checking accounts, generally, there should be no more
than three (3) months for Party A to respond thereto. The specific procedures
for checking accounts shall be subject to applicable management rules of Party
A.


    
      
         


      

      
        33

        
          

        

      

      
         


      

    

     

    
      
        

      

    

    In the
event the difference between the statistical amount of Party A and the
statistical data of Party B does not exceed 3% (inclusive), Party A’s data shall
prevail; if such difference exceeds 3%, Party B may request for checking
accounts to find out reasons for such difference, and properly deal with the
same in light of actual situation. Any delay by Party A in paying Party B
various fees due to account checking shall not be deemed as breach by Party A of
any of its obligation to make payment as scheduled.

    In the
case of no doubt, Party B shall provide Party A with the confirmation and
invoices (affixed with Party B’s official seal as required by Party A) prior to
the twenty-fifth (25th) day of the second month.

    


    Party A
shall, prior to the twentieth (20th) day of the third month, transfer the
settlement amount to the account designated by Party B after deducting penalties
for default, unbalanced communication fee, etc.

    Information
service fees for other months will be settled subject to the foregoing
process.

    
      	
              10.2.6 
      

            	
              Party
      A will, according to the sharing ratio of each value-added service,
      calculate and aggregate the proceeds from various services payable to
      Party B, then deduct/add other expenses paid (obtained) by Party B, and
      finally work out the income to be transferred by Party A to Party B
      (hereinafter referred to as “Settled Information Service Fees”). The
      aforesaid “other expenses” include, but are not limited to\ deducted
      penalties for default and host trusteeship fee. Upon agreement of the
      Parties, the proceeds from services of and expenses payable by Party B may
      be settled separately according to separate settlement
      processes.

            


    

    
      	
              10.2.7  
      

            	
              In
      the event the result of account checking shows that information service
      fees are negative, Party B shall make applicable payment to Party A within
      ten (10) working days after receipt of the notice from Party A. Party B,
      after making such payment, shall timely go to Party A for definite
      invoices. Party B, in the case of deferred payment, shall pay Party A late
      fee equal to 1% of the arrears on a daily basis, and Party A may directly
      deduct such arrears and late fee from the settlement amount for
      immediately next period. In the event such delay by Party B lasts up to
      sixty (60) days, Party A may unilaterally terminate the Agreement and take
      legal actions against Party B.

            


    

    
      	
              10.2.8  
      

            	
              Party
      B shall timely update the information required for making payment, such as
      the bank account registered in the Service System for Cooperation. In the
      event the payment made by Party A is returned, or Party A fails to make
      payment as scheduled due to other difficulties, as a result of failure of
      Party B to timely update such information, Party A may delay in making
      such payment. The period of time for deferred payment will be immediately
      next June or December after Party A gets aware of Party B’s accurate bank
      account. Party A will not be liable for its failure to make payment as
      scheduled.

            


    


    
      
         


      

      
        34

        
          

        

      

      
         


      

    


    
      
        

      

    

    
      	
              10.
      2. 9

            	
              In
      the case of any change of the corporate name of Party B, it shall timely
      notify Party A of the same via the Service System for Cooperation or by
      other proper means. All the amount of money payable by Party A to Party B
      after the change of Party B’s cooperate name, whether such amount occurs
      after such change or not, shall be paid by Party A to the bank account in
      which Party B’s name is changed. The case that Party A is unable to make
      payment as scheduled before Party B properly completes the procedures for
      change of its name, shall be handled subject to Section 10.2.9
      hereof.

            


    

    
      	
              10.2.10  
      

            	
              In
      the event Party B terminates the Agreement subject to provisions hereof,
      the Parties will settle information service fees generated prior to such
      termination. The settlement shall be in accordance with the settlement
      method, period and process as set forth in Section 10.2 hereof and subject
      to the provisions hereof on deduction of information service fees
      due to default as well as on
penalties.

            


    

     

    10.3
Collecting Fees on behalf of Party B

    
      	
              10.3.1  
      

            	
              Information
      service fees will be uniformly billed and collected by Party A. Party B
      will not collect information service fees from users. Communication fee
      will be billed by Party A and collected from users or Party
    B.

            


    

    
      	
              10.
      3. 2  

            	
              Party
      A may, prior to collecting information service fees on behalf of Party B,
      examine charging items to be collected and brief contents on an
      item-by-item basis, and meanwhile Party B shall offer active cooperation.
      The examination is conducted to verify whether the contents provided by
      Party B are in violation of Article 57 and 58 of the Regulations of the People's
      Republic of China on Telecommunications, and specific provisions
      set forth in other pertinent laws, regulations and
    policies.

            


    

    
      	
              10.3.3  
      

            	
              Prior
      to collection by Party A of information service fees from users, Party B
      shall provide relevant documents to prove that a certain user is of his
      own free will to use certain service that he is aware of, and that charges
      so collected are started to be billed from the time of actual use (except
      monthly payment). The Parties shall retain customized service use records
      for five (5) months or more.

            


    

    
      	
              10.3.4  
      

            	
              When
      Party A issues receipts to users, it shall specify indicative words like
      “collecting charges on one’s behalf” and the amount to be collected in the
      section of “collecting charges on one’s behalf”. Party A shall make
      reasonable and effective methods and approaches available to users to
      inquire about the name of Party B which is collecting fees on behalf
      of Party A, name of services, specific amount, etc. In the event a user
      requests for a billing list in relation to fees so collected, the Parties
      will provide the same for such user free of charge and with no cost
      to either Party.

            


    

    
      	
              10.3.5  
      

            	
              In
      the event a user raises objection to information service fees and refuses
      to make payment, Party A will only collect the charges other than those in
      dispute, and promptly notify Party B of the
  case.

            


    


    
      
         


      

      
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              10.3.6 
      

            	
              In
      the event a user raises objection to the fees to be collected, and the
      Parties, within fifteen (15) days, fail to provide proof proving that the
      fees are not in error, Party A shall first make refund to such user, and
      provide compensation according to the compensation principle which are
      publicly committed to users. Party A will deduct such refunded information
      service fees and compensation amount (excluding those incurred because of
      Party A) from the share of Party B in next settlement period. Thereafter,
      Party B will be responsible for properly handling the dispute with such
      user.

            


    

    
      	
              10.3.7  
      

            	
              In
      the course of dispute settlement, the Parties shall not suspend or
      terminate services other than those disputed by the
  user.

            


    

     

    Chapter
XI Intellectual Property Right

    
      	
              11.1  
      

            	
              Party
      B undertakes that it owns intellectual property right in any and all
      software and hardware and cooperation business-related information
      connected with value-added telecom services provided by it, or it has been
      granted license or authorization by relevant right-holders, free of
      infringement upon any intellectual property right of any third person,
      including copyright, trademark right, patent right and trade secret. Party
      B shall actively provide Party A with required proof of relevant rights.
      As for special information sources business, such as news, songs,
      meteorology, securities information and medical care, Party B shall be
      duly authorized or licensed to operate such business, and meanwhile shall
      specify the source of authorization. As regards cooperation business with
      media, Party B shall hold a cooperation agreement with the
      media.

            


    

    
      	
              11.2  
      

            	
              During
      the performance hereof, in the case of any controversy, dispute or other
      legal allegation arising from any claim made by any third party against
      Party A in respect of the intellectual property right as set forth in
      Section 11.1, Party B shall promptly adopt proper measures and clarify the
      matter within two (2) days after receipt of the notice from Party A. In
      addition, Party B shall, as required by Party A, properly handle on its
      own or assist Party A in handling all matters in relation to such
      controversy, dispute or legal allegation, and shall indemnify Party A for
      losses incurred therefrom.

            


    

    
      	
              11.3  
      

            	
              The
      Parties may agree to indicate Party A’s cooperate brand, customer brand,
      name of services, trademark, mark or logo, etc. in the value-added
      services provided by Party B. However, without written confirmation of
      Party A, Party B shall not use the same in whatsoever manner, nor shall it
      mislead users to believe that the content or services provided solely
      by Party B is provided by Party A or jointly by Party A and Party
      B.

            


    

    
      	
              11.4  
      

            	
              During
      the performance hereof, neither Party A nor Party B shall infringe upon
      trademark right or other intellectual property right owned by either Party
      or any third party. In the event either of Party A or Party B infringes
      upon intellectual property right of any third party due to its unilateral
      act, such Party shall take full liability for the infringement, indemnify
      non-infringing Party for any economic loss incurred therefrom, and
      eliminate any negative social impact that is likely to be exerted on
      non-infringing Party.

            


    


    
      
         


      

      
        36

        
          

        

      

      
         


      

    

     

    
      
        

      

    

    
      	
              11.5  
      

            	
              In
      any case, either Party may use the materials covered by intellectual
      property right of the other Party (including display, download,
      duplication and distribution of such materials) only in the term hereof
      and only for the purposes of publicizing, marketing and distributing
      cooperation-related matters. Neither of the Parties shall use such
      materials for any other content, product or service, nor shall it use such
      materials in such a manner as is likely to give rise to confusion or
      fraud.

            


    

     

    Chapter
XII Modification or Termination of the Agreement

     

    
      	
              12.1  
      

            	
              During
      the term of this Agreement, if Party A establishes or modifies any
      Regulations of Telecom Value-added Services, Management Methods, Quality
      Standards and/or Customer Service Standards from time to time, such
      Regulations, Methods or Standards shall constitute an integrated part of
      this Agreement and both Parties shall comply with such Regulations,
      Methods and Standards. If there are any conflicts between the provisions
      in this Agreement of those of such Regulations, Methods and Standards,
      excluding the Procedures for Dealing with Defaults, the provisions in such
      Regulations, Methods and Standards shall prevail, excluding that both
      Parties have agreed to apply the provisions of this
    Agreement.

            


    

    


    
      	
              12.2  
      

            	
              In
      case either Party wishes to alter or modify this Agreement, it shall send
      a written notice to the other Party at least fifteen days prior to the
      alternation or modification. Both Parties shall have a negotiation and
      make the alteration or modification in
writing.

            


    

    


    
      	
              12.3  
      

            	
              Unless
      explicitly specified in this Agreement, during the Term of this Agreement
      either Party shall not suspend or terminate the implementation of this
      Agreement or unilaterally cancel this Agreement without the written
      consent from the other Party.

            


    

    


    
      	
              12.4  
      

            	
              In
      case either Party may not operate as normally or provide the Telecom
      Value-added Services under this Agreement due to the causes that the other
      Party has not fulfilled its duties and obligations under the Agreement, or
      has materially breached the provisions of the Agreement, the non-breaching
      Party shall ask the breaching Party to indemnify the losses suffered
      by it due to the breach and has the right to terminate this
      Agreement.

            


    

    


    
      	
              12.5  
      

            	
              Party
      A may terminate this Agreement at its own discretion
  when:

            


    

    (a) Party
B has transferred the resources such as customer service number, trunk line or
digital website obtained from Party A to the third party without prior approval
from Party A;


    
      
         


      

      
        37

        
          

        

      

      
         


      

    


    
      
        

      

    

    (b) Party
B has operated in the other areas beyond the geographical area of operation and
business scope as specified in the Business License and Certificates of
Qualification;

    (c) Party
B has provided any content or type of Telecom Value-added Services which have
not been yet approved by the competent authority;

    (d) Party
B has provided false certificates for copyright or qualifications;

    (e) Party
B does not comply with the requirements of the competent authority and has
operated or provided content without permission from the competent authority or
Party A.

    


    
      	
              12.6  
      

            	
              During
      the Term of this Agreement, if Party B undergoes separation, dissolution,
      liquidation, bankruptcy or any other event which may cause Party B to be a
      person of limited civil capacity, or not be qualified for providing the
      Telecom Value-added Services under this Agreement, it shall notify Party A
      in time and Party A may terminate this Agreement in such case. If Party B
      has been merged or separated, this Agreement shall also be terminated. The
      other party which has succeeded in the Telecom Value-added Services
      supplied by Party B shall apply for such services again and correct the
      identification number and other information of Party B in the Business
      System and Service System of Partnership of Party A in time as requested
      by Party A.

            


    

    


    
      	
              12.7  
      

            	
              If
      Party B changes its company name, it shall go through the formalities for
      change of the company name with the Industry and Commerce Administration
      Department and the competent authority of Information Industry, and apply
      for new valid Qualification Certificate and Business Qualification
      Certificate in time.

            


    

    


    
      	
              12.8  
      

            	
              When
      Party A has signed this Agreement and affixed its company seal on it, it
      shall notify Party B in time, and Party B shall go and get the Agreement
      from Party A within one month from the date of the notice. If Party B has
      not gone and got the Agreement due to its own reasons, i.e. the time
      interval for both Party to sign this Agreement is more than one month,
      this Agreement shall be deemed as not been entered into between both
      Parties and therefore become null and void. The qualification of Party B
      to provide Value-added Services via Party A’s network shall be
      automatically cancelled, and meanwhile the application of Party B shall
      become invalid. Or, when Party A has signed the Agreement and gave it to
      Party B for signature, but Party B has not signed the Agreement within one
      month after it has received the Agreement due to its own reasons, this
      Agreement shall be deemed as not been entered into between both Parties
      and therefore become null and void. The qualification of Party B to
      provide Value-added Services via Party A’s network shall be automatically
      cancelled, and meanwhile the application of Party B shall become
      invalid.

            


    


    
      
         


      

      
        38

        
          

        

      

      
         


      

    

     

    
      
        

      

    

    


    Chapter
XIII Confidentiality

     

    
      	
              13.1  
      

            	
              The
      Confidential Information under this Agreement means the information which
      one Party (hereinafter referred to as “the Receiving Party”) is aware of
      or receives from the other Party (hereinafter referred to as “the
      Disclosing Party”), or the business secret (including all financial data),
      technical secret, operation know-how which are created by both Parties
      during the cooperation and are individual in nature and/or other
      information and proprietary materials which shall be kept confidential.
      The Receiving Party shall keep such information and proprietary materials
      confidential no matter in which form or media, or what has been disclosed
      in oral or written form or by images to the Receiving
    Party.

            


    

    


    
      	
              13.2  
      

            	
              During
      the Term of this Agreement and five years after its termination, neither
      party shall disclose, divulge or provide the Confidential Information to
      any third party.

            


    

    


    
      	
              13.3  
      

            	
              Either
      Party shall take appropriate measures to properly keep the Confidential
      Information provided by the other Party, and must use the same care as it
      uses to protect its own Confidential Information of like importance. Both
      Parties shall only use the Confidential Information for the purposes or
      objectives of this Agreement.

            


    

    


    
      	
              13.4  
      

            	
              Each
      Party ensures that it will disclose the Disclosing Party’s Confidential
      Information only to those principles and employees who have a need to know
      and use the Confidential Information for the purposes to provide the
      Value-added Services, provided that the principles and employees have been
      aware of the duties and responsibilities prior to any disclosure of the
      Confidential Information to them. Each Party shall demonstrate in a
      validated way that such principles and employees have been aware of the
      duties and responsibilities to the Confidential
    Information.

            


    

    


    
      	
              13.5  
      

            	
              If
      necessary, the Receiving Party shall return or destroy all the documents
      or other materials containing the Confidential Information as requested by
      the Disclosing Party.

            


    

    


    
      	
              13.6  
      

            	
              Notwithstanding
      the forgoing provisions of this Section, the following will not be
      considered Confidential Information under this
  Agreement:

            


    

    
      	
              A.  
      

            	
              information
      that is lawfully known by the Receiving Party upon or before both Parties
      enter into this Agreement;

            


    

    
      	
              B.  
      

            	
              information
      that is or has become publicly known or available from the public
      domain;

            


    

    
      	
              C.  
      

            	
              information
      that is lawfully obtained from a third party that rightfully makes such
      disclosure without breach of a duty of confidentiality or
      non-disclosure;

            


    


    
      
         


      

      
        39

        
          

        

      

      
         


      

    

     

    
      
        

      

    

    
      	
              D.  
      

            	
              information
      that is or has become publicly known or available from the public domain,
      provided that the Receiving Party has not breach the duty of
      confidentiality under this
Agreement;

            


    

    
      
        	
                E.  
      

              	
                information
      that is independently developed by the Receiving Party or its affiliated
      companies or subsidiaries without benefits from the Disclosing Party’s
      Confidential Information or that of its affiliated companies or
      subsidiaries;

              
	F. 	
                The
      Receiving Party may disclose the Confidential Information of the
      Disclosing Party if required by court, legal or administrative authorities
      (whether in oral questioning, inquiry, request for materials or documents,
      summon, civil or criminal investigation or other procedures). In such
      case, the Receiving Party shall give a notice to the Disclosing Party in
      time and make necessary
explanations. 

              


      

    

     

    
      	
              13.7  
      

            	
              Both
      Parties shall also keep the details of this Agreement
      confidential.

            


    

    


    
      	
              13.8 
      

            	
              The
      correspondence, notices, advices and other documents between both Parties
      shall be kept properly by each Party. Either Party shall not use such
      documents for any purpose detrimental to the cooperation between both
      parties. Either party shall not defame or slander the other Party, or
      release any information detrimental to both parties publicly for the
      purpose to offend the other Party.

            


    

     

    Chapter
XIV Force Majeure

     

    
      	
              14.1  
      

            	
              Force
      Majeure means any event which is uncontrollable or unforeseeable by both
      Parties, or which is foreseeable but can not be avoided to prevent the
      total or partial fulfillment of this Agreement by the affecting Party.
      Such event shall be the earthquake, landslide, subsidence, flood, typhoon,
      climate abnormality or natural disaster, fire, explosion, accident, war,
      terrorist incident, large scale epidemic, sabotage, hacker intrusion,
      network breakdown or any other similar or various accidental
      events.

            


    

    


    
      	
              14.2  
      

            	
              If
      either Party can not perform its obligations under this Agreement due to
      any Force Majeure, it shall not be responsible for any losses incurred by
      the other Party.

            


    

    


    
      	
              14.3  
      

            	
              The
      party which is affected by the Force Majeure shall immediately notify the
      other Party in a written form, and give details of the event and present
      valid certificate issued by government authority to explain whether it can
      continue to perform or not perform the Agreement in part or in whole, or
      it needs to postpone the performance of the Agreement for a period. In
      consideration of the influence of the Force Majeure, both Parties shall
      have a negotiation to determine whether they should continue to fulfill or
      terminate this Agreement.

            


    


    
      
         


      

      
        40

        
          

        

      

      
         


      

    

    
      
Chapter
XV Applicable Law and Dispute Payment

    


    
      	
              15.1

            	
              The
      conclusion, validity, fulfillment and interpretation of this Agreement
      shall be governed by laws of the People’s Republic of
    China.

            


    

    


    
      	
              15.2

            	
              Any
      dispute arousing from or in connection with this Agreement shall be
      settled through amicable negotiation between both Parties. In case no
      agreement has been reached, either Party may file a dispute in the
      people’s court of the place where Party A is
  located.

            


    

    


    Chapter
XVI Miscellaneous

    


    
      	
              16.1

            	
              Transferability.
      Except for the provisions in Chapter V of this Agreement, all or part of
      the rights and obligations under this Agreement shall not be
      transferred.

            


    

    


    
      	
              16.2

            	
              This
      Agreement shall only constitute a cooperation relationship between both
      Parties. Nothing contained in this Agreement can be interpreted
      as:

            


    

    (a) To
create a partnership or other relationship resulting in a joint liability
between both Parties;

    (b) To
authorize the other Party as its agent (except for that it has gave a prior
written consent to the other party);

    (c) To
authorize the other Party to pay expense or take any other liability on behalf
of its interest (except for that it has gave a prior written consent to the
other party).

    


    
      	
              16.3

            	
              If
      either Party has not exercised or delayed to exercise its rights under
      this Agreement, it shall not be deemed as a waiver thereof. If it has
      exercised or partially exercised its rights under this Agreement, it shall
      not preclude that the Party exercises the rights in the
      future.

            


    

    


    
      	
              16.4

            	
              In
      the event that any provision hereof is found invalid or unenforceable, the
      remainder of this Agreement shall remain valid and enforceable according
      to its terms.

            


    

    


    
      	
              16.5

            	
              Except
      for early termination as agreed upon between both Parties, the Term of
      this Agreement shall begin from July 1st,
      2009 to June 30th,
      2010.

            


    

    


    
      	
              16.6

            	
              Within
      30 days prior to the expiration of this Agreement, both Parties may have a
      negotiation to extend this Agreement. If both Parties have reached an
      agreement, they can enter into a written agreement. Both Parties shall
      have a consultation if any specific or important event occurs, and if both
      Parties have reached an agreement, Party A shall give an announcement via
      the Service System for Cooperation to extend this Agreement. The period
      for extension of this Agreement shall be no more than one year in
      principal.

            


    


    
      
         


      

      
        41

        
          

        

      

      
         


      

    

     

    
      

    

    
      	
              16.7

            	
              This
      Agreement and the annexes hereto are executed in duplicate counterpart,
      each Party holds one copy respectively. Each copy of the originals has the
      same legal effect.

            


    


    
      
         


      

      
        42

        
          

        

      

      
         


      

    

     

    
      
 Signature
page (no text on this page)

     

    
      
        
          	
                  Party
      A: China United Network Communications Limited

                   

                  Legal
      Representative/Duly Authorized Representative: (signature)

                   

                  Date:

                   

                  (Special
      seal for contract of China United Network Communications
      Limited)

                	
                  

                


        

      

    

    


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

                   

                  Legal
      Representative/Duly Authorized Representative: (signature)

                   

                  Date:
      Aug. 6th,
      2009

                   

                  (Special
      seal for contract of Beijing AirInbox Information Technologies Co.,
      Ltd.)

                	
                  

                


        

      

    

    



    
      
         


      

      
        43

        
          

        

      

      
         


      

    

     

    
      

    

    Annex
I Definition

    


    In this
Agreement, unless otherwise specified herein or the context otherwise requires,
the following terms shall have the following meanings:

    


    SP

    SP is
called Service Provider in short. SP in this Agreement shall mean any
professional service for communications and information services herein. SP may
be a network operator or those which provide a full service by integrating with
businesses of other network service providers.

    


    “SP”referred
to in this Agreement shall mean any professional organization providing various
value-added services for communication network (mobile or fixed network and
internet) users of Party A, by using the communication network(mobile or fixed
network and internet) and value-added services platforms provided by Party
A.

    


    Users
:

     

    Users
shall mean a natural person, legal entity or other organization, who uses the
telecommunications terminals approved by Party A, accesses the communication
network and value-added services platforms provided by Party A, and voluntarily
accepts the value-added services provided by Party A and Party
B.

    


    Value-Added
Services:

    A
collection of various telecommunications value-added services and applications
offered for the users, by cooperating with Party B for content organization,
introduction of business system and marketing promotion, based on the
communication network(mobile network, fixed network and data network) and
various value-added services platforms provided by Party A. The main business
includes:

    


    IVR
Interactive Voice Response: a voice service, such as IVR-based music-speech,
chat, information search and interactive participation, etc.

    


    MMS:With the support
of GPRS network, the instant MMS, between mobiles, or from mobile terminals to
internet, or from internet to mobile terminals, can be achieved, by transmitting
images, sound and text messages in accordance with the Wireless Application
Protocol (WAP).

    


    CRBT
services;


    
      
         


      

      
        44

        
          

        

      

      
         


      

    

     

    
      

    

    U-INFO:
the services with the support of 2G network and based on the Wireless
Application Protocol (WAP), such as, information view, download pictures, music
or fun, WAP PUSH, interactive applications, e-commerce applications,
etc.

    


    U-Magic:
The offline and online applications of comprehensive information and
entertainment relying on JAVA technology and supported by 2G
network.

    


    Phone
Navigation: A value-added service, based on 114 directory assistance, meeting
the directory and other information enquiry needs of the public users, offered
for the commercial customers.

    


    PHS Short
Message Service: A collection of business applications, relying on the
Multi-Information Service Platform (MISP) of PHS, offered for users, including
public-service messages, business information, entertainment and chat,
etc.

    


    CNCMAX:
Broadband Clients and website brands offered for personal and home users,
Broadband World built for users by integrating with the applications and
services of broadband.

    


    Unified
Client: The unified downloaded software offered to home users in broadband
services has the full Multi-Label functions of Web browser. It combines many
functions including Dial-Up Network, Web Browsing and content services in one,
adopts a business model of “2+X+A”, and provides rich video entertainment
contents, such as film & television, animation and variety show, easy-to-get
information of community services and the personalized information services for
various users, for users. This is well to meet the need of users for one-stop
internet access.

    


    I-news:
An information dissemination platform relied on mobiles media provides the
services to browse news by mobiles for users, that is, the news contents of
traditional media, through the wireless technology platform, are transmitted to
mobiles with MMS, the mobile then is developed some functions, such as
transmitting of short news, color images and animation, and WAP (web browsing),
etc.

    


    WAP: A
service that network information, in accordance with the Wireless Application
Protocol (WAP), is transmitted to the terminals of Cellphones or other wireless
devices. Users can, through WAP, at any time and at anywhere use wireless device
terminals to obtain online instant messages or corporate website data. This is
real to achieve the wireless internet access.

    


    Mobile
Search: A search service, based on all value-added services platforms for
wireless (SMS, WAP, IVR, Streaming Media, etc.), for contents, services and
locations.


    
      
         


      

      
        45

        
          

        

      

      
         


      

    

     

    
      

    

    Communication
Network and Value-Added Services Platforms

    


    Communication
Network shall herein mean the infrastructure, based on communication services
(mobile network, fixed network and data network), provided by Party A.
Value-Added Services Platforms shall mean a services platform, based on
Communication Network, added for one or more Value-Added Services, including but
not limited to providing user interface, SP interface, network services
management, network billing, etc.

    


    Business
Support System

    


    It shall
mean the system for user management and authentication, billing, settlement and
Customer Care, required to ensure that the service just works.

    


    Communication
Channel

    


    A
physical and logical communication junction provided for users in the
telecommunication system.

    


    Ports

    A Set
Interface used to build a communication junction between value-added services
platform and communication network and between value-added services platform and
application server provided by SP, including source address and related
parameters.

    


    Data
Traffic

    The
traffic inflows or outflows of value-added services platform.

    


    Test

    The
services provided by SP shall be tested by a given tool and method, including
the connectivity test for network, consistency of interface and functional test,
to ensure that the services can meet the requirements of opening and operation.
The testing period shall be the necessary time for testing, or the period that
Party A considers that the testing should last.

    


    Connection
of Devices

    A
connection between two physical and logical devices.

    


    Maintaining
Interface

    The
service system required to offer for users consists of different parts, the
responsibility for maintenance is borne by responsible parties respectively, and
therefore, maintaining interface is that the technical services and
responsibility for maintenance is divided among the responsible
parties.


    
      
         


      

      
        46

        
          

        

      

      
         


      

    

     

    
      

    

    System
Maintenance


    The
maintenance work, such as daily maintenance, fault maintenance, etc, is required
to ensure the well operation of the service system.

    


    Gateway

    A device
to provide the functions, such as protocol conversion, system interconnection,
etc.

    


    Custom
Design

    Users
confirm that they accept the contents of services and do this of their own
accord.

    


    Upstream
SMS

    SMS sent
from user’s mobile to SMS gateway of Party B. the cost arising from Upstream SMS
is the upstream communication fee and shall be paid by users to Party
A.

    


    SMSend

    SMSend
shall mean SMS sent from SMS access number of Party B to user’s mobile,
including SMS in relating to PUSH services.

    


    Unbalanced
Communication Charge

    The cost
arising from Unbalanced SMS (number of SMSend minus number of Upstream SMS), the
Unbalanced Communication Charge shall be paid by Party B to Party
A.

    


    7X24
hours

    It's
available 24 hours a day, 7 days a week and even at holidays.

    


    Communication
Fee

    The cost
arising from which users or SP connects to network resources; Communication Fee
shall be paid by users or SP to Party A and owned by Party A.

    


    Message
Service Fees

    The costs
arise from using the information contents or application services of SP other
than Communication Fee. Message Service Fee shall be shared by Party A and Party
B according to the percentage. Prior to sharing, it shall be calculated by
Account System of Party A, the costs paid by users shall be known as “total
message service fees”.As agreed, the message service fees, that the total fees,
after deducting a proportional share and charge, paid by Party A to Party B,
shall be the settled message service fees.


    
      
         


      

      
        47

        
          

        

      

      
         


      

    

     

    
      

    

    Billing
Cycle


    The
billing cycle by Account System of Party A to the total message service fees of
Party B is generally by natural month, from 0:00 hrs, month 1 to 24:00 hrs, last
day of same month.

    


    Company
Code

    “Company
Code of SP in Value-Added Services of China Unicom”is called Company Code for
short and is as an unique company ID to identify Party B in the system of Party
A.

    


    Service
System of Partners

    An OA
System for routine work, built and maintained by Party A, used to achieve
access, Protocol signature, check account, information publishing and
feedback.

    


    Ranking

    Based on
one or more indicators, such as Message Service Fees, volumes, etc, all SP that
carry out a value-added service and enjoy the supported period, from top to low,
are ranked by Party A. If there is a decimal in total SP multiplied by the
percentage, only integer is kept and the figures after the decimal point shall
be considered negligible. Where the message service fees of SP can not be
determined as a result of check account, it shall be ranked according to data of
Party A before check account.

    


    Supported
Period

    After
Party B is permitted to access and the first test for a service is carried out,
Party A gives Party B a favourable policy for ranking and withdrawal of the
service, within 3 full billing cycle from the beginning of billing, to provide a
marketing generation time for Party B. This time is called the supported period.
According to the feature of value-added service, the parties may agree upon
whether the supported period is applied, and the rights and obligations within
the supported period shall be specified in the appropriate
appendix.

    


    Screened
Service

    Except
IVR and UNI-INFO, other screened service shall mean that Party A cancels the
service/column of Party B shown to users but keep the customization and billing
of users; the screened voice information service shall mean that the access
number is closed temporarily; the screened online service in Unicom shall mean
that the customization of users is kept, but the rate of message service fees is
set zero.

    


    Offline
Service

    Shall
mean that Party A closes the service/column of Party B, cancels the
customization of Party B, stops the billing.

    


    Withdrawal

    The
withdrawal shall mean that Party A will terminate a service of Party B and the
application for such service will not be accepted in a period.


    
      
         


      

      
        48

        
          

        

      

      
         


      

    

     

    
      

    

    Service
Category

    It can be
grouped according to Rule on Service Management of Party A and the similar
technique, such as“Category for UNI-INFO”.

    


    Credit
Valuation System

    The
credit shall be valuated according to the factors, such as, complaint of users,
breach of SP, degree of cooperation, etc. The credit rating of SP shall be
determined by quantitative mark. What service policy is SP given depends on its
credit rating.

    


    Content
Development

    text
messages, sound, images, video, or their combination are made to become the
value-added service products offered for users through value-added service
platform, by using legal technique or scientific method.

    


    ( VAC):
..

    Value-added
Service Authentication Center is called VAC in short. VAC is as an
authentication center of China Unicom, which offers value-added service and its
use for users and SP.

    


    'Building
and Maintenance of Platform

    The
hardware and software used for the value-added service under this Agreement,
including required maintenance work, such as daily maintenance, fault
maintenance, etc.

    


    Marketing
and Promotion

    The
marketing and planning is organized and implemented for value-added
services.

    


    Customer
Service

    The
service required to offered for users to use value-added services properly,
including but not limited to pre-service, in service and after service offered
for users, such as responding inquiry, dealing with the complaint,
etc.


    
      
         


      

      
        49

        
          

        

      

      
         


      

    

     

    
      

    

    Annex
II List of Default Acts

    


    
      
        	
                Article 1

              	 
      	
                Failing to Provide Required Free
      Services

              	 
      	
                Level of Breach

              
	
                1

              	 
      	
                Failing
      to explicitly inform users of the term or condition for free access before
      accessing to free services.

              	 
      	
                Ordinary
      breach

              
	
                2

              	 
      	
                Utilizing
      technological measures to link free services into the billing page or
      leading to changes in normal service linkage or complaints of users due to
      adoption of technological measures and violation of business
      logics.   

              	 
      	
                Ordinary
      breach

              
	
                3

              	 
      	
                Failing
      to explicitly notify users the cost standard after expiration of free
      access and before charging. 

              	 
      	
                Grave
      breach

              
	
                4

              	 
      	
                Starting
      to customize services for users without users’
      customization confirmation after expiration of free access and before
      charging. 

              	 
      	
                Grave
      breach

              
	
                Article
      2

              	 
      	
                Changing
      Service Contents Without Authorization 

              	 
      	 
      
	
                5

              	 
      	
                Arbitrarily
      changing the service launched to other services  after launching
      of the business , for example, changing news service to tourism
      service

              	 
      	
                Ordinary
      breach

              
	
                6

              	 
      	
                Arbitrarily
      changing service content or adding vulgar and unhealthy contents after
      launching of the business. 

              	 
      	
                Grave
      breach

              
	
                7

              	 
      	
                Arbitrarily
      changing service contents to illegal or objectionable information after
      launching of the business, such as, contents involving feudal
      superstition, gambling, drugs, underworld, guns, overpowering drug,
      pornographies or Falun Kung etc. 

              	 
      	
                Material
      breach

              
	
                Article
      3

              	 
      	
                Arbitrarily
      Condcuting Unexamined Businesses

              	 
      	 
      
	
                8

              	 
      	
                Arbitrarily
      carrying out businesses unexamined by Party A but launched
      formally.

              	 
      	
                Grave
      breach

              
	
                9

              	 
      	
                Subletting
      channel or number.

              	 
      	
                Grave
      breach

              
	
                Article
      4

              	 
      	
                Providing
      Unathorized Service Contents

              	 
      	 
      
	
                10

              	 
      	
                Providing
      contents unauthorized by the obligee in violation of relevant laws and
      regulations of the State on intellectual property rights.

              	 
      	
                Grave
      breach

              
	
                Article
      5

              	 
      	
                Illegal
      Collection Charges

              	 
      	 
      
	
                11

              	 
      	
                Collecting
      charges for Internet website services or contents in violation of relevant
      laws and regulations of the State or the business practices of Party
      A.

              	 
      	
                Ordinary
      breach

              
	
                12

              	 
      	
                Collecting
      charges for unhealthy Internet website services or contents in violation
      of relevant laws and regulations of the State or the business practices of
      Party A.

              	 
      	
                Grave
      breach

              
	
                13

              	 
      	
                Collecting
      charges for illegal or objectionable Internet website services or contents
      in violation of relevant laws and regulations of the State or the business
      practices of Party A.

              	 
      	
                Material
      breach

              


      

    


    
      
         


      

      
        50

        
          

        

      

      
         


      

    

     

    
      

    

    
      
        	
                Article 6

              	 
      	
                Arbitrarily
      Changing the Mass Message Scope and Content Approved by Party
      A

              	 
      	 
      
	
                14

              	 
      	
                Arbitrarily
      changing the mass
      message scope and contents approved by Party A.

              	 
      	
                Ordinary
      breach

              
	
                15

              	 
      	
                Arbitrarily
      changing the mass message scope or contents approved by Party A, and the
      message contains any tricky, induced or fake and exaggerated
      information.

              	 
      	
                Ordinary
      breach

              
	
                16

              	 
      	
                Arbitrarily
      changing the mass message scope or contents approved by Party A, and
      altering message contents to illegal and objectionable information, such
      as, information involving feudal superstition,
      gambling, drugs, underworld, guns, overpowering drug,
      pornographies or Falun Kung etc.

              	 
      	
                Material
      breach

              
	
                Article
      7

              	 
      	
                Sending
      Mass Messages without Party A’s Approval

              	 
      	 
      
	
                17

              	 
      	
                Sending
      PUSH information, short message or mail to users without Party A’s
      approval, and the number of complaints resulted therefrom is less than
      200

              	 
      	
                Ordinary
      breach

              
	
                18

              	 
      	
                Sending
      PUSH information, short message or mail to users without Party A’s
      approval, and the number of complaints resulted therefrom is equal to or
      larger than 200 but less than 500.

              	 
      	
                Grave
      breach

              
	
                19

              	 
      	
                Sending
      PUSH information, short message or mail to users without Party A’s
      approval, and the number of complaints resulted therefrom is equal to or
      larger than 500.

              	 
      	
                Material
      breach

              
	
                20

              	 
      	
                Sending
      PUSH information, short message or mail to users without Party A’s
      approval, and the contents contain unhealthy guide.

              	 
      	
                Grave
      breach

              
	
                21

              	 
      	
                Sending
      PUSH information, short message or mail to users without Party A’s
      approval, and the contents contain illegal or objectionable information,
      such as, information involving feudal superstition,
      gambling, drugs, underworld, guns, overpowering drug, pornographies or
      Falun Kung etc.

              	 
      	
                Material
      breach

              
	
                Article
      8

              	 
      	
                Induced
      Customization or IOD

              	 
      	 
      
	
                22

              	 
      	
                Committing
      inveiglement, induction or other deceits in the process of providing
      services to users and receiving complaints made by users

              	 
      	
                Ordinary
      breach

              
	
                23

              	 
      	
                Inducing
      users to customize or order IOD services and charging users therefrom, and
      resulting in complaints of users.

              	 
      	
                Grave
      breach

              


      

    


    
      
         


      

      
        51

        
          

        

      

      
         


      

    

     

    
      

    

    
      
        	
                24

              	 
      	
                Inducing
      users to customize or order IOD services and charging users therefrom; the
      acts or measures used are very bad, leading to great social impacts or
      great unfavorable effects to Party A.

              	 
      	
                Material
      breach

              
	
                Article 9

              	 
      	
                Compulsory
      Customization or IOD

              	 
      	 
      
	
                25

              	 
      	
                Arbitrarily
      customizing or ordering IOD services for users, which can be sufficiently
      proved by Party B that such customization or ordering is caused by
      uncontrollable causes or not by subjective causes of Party
    B.

              	 
      	
                Ordinary
      breach

              
	
                26

              	 
      	
                Arbitrarily
      customizing or ordering IOD services for users by means of technologies or
      other measures, and resulting in more billing or mistaken billing; the
      number of users’ complaints is less than 20 and the number of users
      suffering compulsory customization is less than 200.

              	 
      	
                Ordinary
      breach

              
	
                27

              	 
      	
                Arbitrarily
      customizing or ordering IOD services for users by means of technologies or
      other measures, and resulting in more billing or mistaken billing; the
      number of users’ complaints is equal to or larger than 20 but less than
      200, or the number of users suffering compulsory customization is equal to
      and larger than 200 but less than 2,000.

              	 
      	
                Grave
      breach

              
	
                28

              	 
      	
                Arbitrarily
      customizing or ordering IOD services for users by means of technologies or
      other measures, and resulting in more billing or mistaken billing; the
      number of complaints is equal to or larger than 200 or the number of users
      suffering compulsory customization is equal to or larger than
      2,000.

              	 
      	
                Material
      breach

              
	
                29

              	 
      	
                Arbitrarily
      customizing or ordering IOD services for users by means of technologies or
      other measures, and resulting in more billing or mistake billing; the acts
      or measures used are very bad, leading to great social impacts or great
      unfavorable effects to Party A.

              	 
      	
                Material
      breach

              
	
                Article
      10

              	 
      	
                Compulsory
      Customization or Deduction of Unactivated Number

              	 
      	 
      
	
                30

              	 
      	
                Deducting
      unactivated numbers or by technological means to simulate unactivated
      number user to form a customization relation.

              	 
      	
                Material
      breach

              
	
                Article 11

              	 
      	
                Privately
      Built-in Services

              	 
      	 
      
	
                31

              	 
      	
                Privately
      carrying out terminal service built-in with terminal manufacturers without
      consent of Party A.

              	 
      	
                Material
      breach

              


      

    


    
      
         


      

      
        52

        
          

        

      

      
         


      

    

     

    
      

    

    
      
        	
                Article
      12

              	 
      	
                Unauthorized
      Usage of Party A’s Materials

              	 
      	 
      
	
                32

              	 
      	
                Arbitrarily
      using Party A’s name, identification or other relevant materials without
      Party A’s consent.

              	 
      	
                Ordinary
      breach

              
	
                33

              	 
      	
                Arbitrarily
      using Party A’s name, identification or other relevant materials without
      Party A’s consent and leading to negative effects or economic losses to
      Party A.

              	 
      	
                Grave
      breach

              
	
                Article
      13

              	 
      	
                Failing
      to Nail Down Relevant Information

              	 
      	 
      
	
                34

              	 
      	
                Failing
      to inform users of any of the following items in line with the service
      management rules in the process of explanation to service rates: name of
      Party B, service name, cost standard of information fee, customer service
      hotline etc.

              	 
      	
                Ordinary
      breach

              
	
                Article
      14

              	 
      	
                Failing
      to Enjoy Services Normally

              	 
      	 
      
	
                35

              	 
      	
                Failing
      to provide services to users or causing cancellation of users’
      customization due to service design or system problem of Party
      B

              	 
      	
                Ordinary
      breach

              
	
                36

              	 
      	
                Causing
      users cannot cancel services normally due to service design or system
      problem of Party B

              	 
      	
                Grave
      breach

              
	
                Article
      15

              	 
      	
                Charging
      without Providing Services

              	 
      	 
      
	
                37

              	 
      	
                Charging
      users without providing services

              	 
      	
                Ordinary
      breach

              
	
                Article
      16

              	 
      	
                Network
      Failure

              	 
      	 
      
	
                38

              	 
      	
                Major
      failures of service platform or network of Party A or negative influences
      to Party A’s partial services or all services caused by Party B’s system
      due to its safety mechanism or service design, which might be caused by
      Party B maliciously or that no cause of a third party can be
      located.

              	 
      	
                Grave
      breach

              
	
                Article
      17

              	 
      	
                Unfair
      Competition

              	 
      	 
      
	
                39

              	 
      	
                Carrying
      out unfair competition or disturbing market order.

              	 
      	
                Grave
      breach

              
	
                40

              	 
      	
                Engaging
      in unfair competition, disturbing market order or normal business activity
      of Party A and causing economic losses to Party A.

              	 
      	
                Material
      breach

              
	
                Article
      18

              	 
      	
                Improper
      Treatment of Lawsuits or Disputes

              	 
      	 
      
	
                41

              	 
      	
                For
      lawsuits, arbitration or other disputes arising from or pertaining to
      services of Party B, Party B fails to coordinate properly, feed back
      timely, solve reasonably or even refuses to treat.

              	 
      	
                Ordinary
      breach

              


      

    


    
      
         


      

      
        53

        
          

        

      

      
         


      

    

     

    
      

    

    
      
        	
                42

              	 
      	
                For
      lawsuits, arbitration or other disputes arising from or pertaining to
      services of Party B, the improper coordination, untimely feedback,
      unreasonable resolution or refusal of coordination cause unfavorable
      influences to the benefits of Party A or to Party A.

              	 
      	
                Grave
      breach

              
	
                Article
      19

              	 
      	
                Failure
      of Customer Service Support or Insufficient Support

              	 
      	 
      
	
                43

              	 
      	
                24-hour
      service hotline of Party B and other relevant information are inconsistent
      with that on SP service system of Party A, or the hotline cannot be gotten
      through normally or no one answers for a long time.

              	 
      	
                Ordinary
      breach

              
	
                44

              	 
      	
                Failing
      to provide corresponding customer service supports in line with this
      Agreement and the service management measures, shuffling or failing to
      answer Party A’s complaints within the committed time in the
      Agreement.

              	 
      	
                Grave
      breach

              
	
                Article
      20

              	 
      	
                Violation
      of the Measures for the
      Supervision and
      Administration of Service Qualities of China Unicom Information
      Services

              	 
      	 
      
	
                45

              	 
      	
                For
      users’ complaints attributed to Party B, the monthly number of complaints
      per every ten-thousand yuan information fee pertaining to the service in
      question is the top 5, and the number of complaints per every ten-thousand
      yuan information fee is equal to or larger than 3.

              	 
      	
                Disciplinary
      warning

              
	
                46

              	 
      	
                For
      users’ complaints attributed to Party B, the monthly number of complaints
      per every ten-thousand yuan information fee pertaining to the service in
      question is equal to or larger than 10, or the complaints involve 15
      provinces or more.

              	 
      	
                Disciplinary
      warning

              
	
                47

              	 
      	
                Party
      B is suspected of sending negative messages or engaging in maloperation of
      other IVR services and complaints are made by users accordingly, and the
      number of complaints in a single province at one month is equal to or
      larger than 200.

              	 
      	
                Disciplinary
      warning

              
	
                48

              	 
      	
                Party
      B fails to investigate users’ complaints in line with relevant management
      requirements and fails to nail down relevant responsibilities within a
      prescribed time limit.

              	 
      	
                Disciplinary
      warning

              
	
                49

              	 
      	
                Party
      B refuses to coordinate in disposing of users’ complaints or
      appeal.

              	 
      	
                Disciplinary
      warning

              
	
                50

              	 
      	
                Complaints
      or appeals attributed to Party B and made by users or lawsuits lodged
      against Party A’s case.

              	 
      	
                Disciplinary
      warning

              


      

    


    
      
         


      

      
        54

        
          

        

      

      
         


      

    

     

    
      

    

    
      
        	
                51

              	 
      	
                The
      users’ complaints accepted by the government, competent department of the
      industry and social service quality supervisory organ were verified that
      the responsibilities rest with Party B.

              	 
      	
                Disciplinary
      warning

              
	
                52

              	 
      	
                A
      notice of criticism circulated by the government, competent department of
      the industry and social service quality supervisory organ for reasons of
      Party B.

              	 
      	
                Disciplinary
      warning

              
	
                53

              	 
      	
                For
      users’ complaints attributed to Party B, the monthly number of complaints
      per every ten-thousand yuan information fee pertaining to the service in
      question is equal to or larger than 20 and more than 20 provinces are
      involved.

              	 
      	
                Suspended
      settlement

              
	
                54

              	 
      	
                Party
      B is suspected of sending negative messages or engage in maloperation of
      other IVR services and thus complaints made by users accordingly, and the
      number of complaints in a single province is equal to or larger than
      350.

              	 
      	
                Suspended
      settlement

              
	
                55

              	 
      	
                Users
      make complaint with the Complaint Center of the Ministry of Industry and
      Information Technology due to Party B’s reasons and the responsibilities
      rest with the company.

              	 
      	
                Suspended
      settlement

              
	
                56

              	 
      	
                The
      users’ complaints accepted by the government, competent department of the
      industry and social service quality supervisory organ are verified that
      Party B is in severe violation.

              	 
      	
                Suspended
      settlement

              
	
                57

              	 
      	
                For
      users’ complaints attributed to Party B, the accumulated times of
      disciplinary warning received pertaining to the service in question in 12
      consecutive months is 3 or more.

              	 
      	
                Suspended
      settlement

              
	
                58

              	 
      	
                For
      users’ complaints attributed to Party B, the number of suspended
      settlement received in 12 consecutive months is 2 or more, or where
      settlement cannot be recovered in half a year.

              	 
      	
                Material
      breach

              
	
                59

              	 
      	
                Users
      make complaint with the Complaint Center of the Ministry of Industry and
      Information Technology due to Party B’s reasons and the corporate
      responsibilities rest with Party B for twice or more.

              	 
      	
                Material
      breach

              
	
                60

              	 
      	
                Exposures
      by media at the level of the Central Government or province and attributed
      to Party B, and direct or indirect damage of the corporate image of Party
      A.

              	 
      	
                Material
      breach

              
	
                61

              	 
      	
                Disciplinary
      warning or more severe punishments made by the Ministry of Industry and
      Information Technology, communications administrative bureaus at
      provincial level and other higher authorities against Party
    B.

              	 
      	
                Material
      breach

              


      

    


    
      
         


      

      
        55

        
          

        

      

      
         


      

    

     

    
      

    

    
      
        	
                62

              	 
      	
                Party
      B violates relevant laws and regulations of the State and infringe upon
      the interests of users.

              	 
      	
                Material
      breach

              
	
                Article
      21

              	 
      	
                Acts
      in Violation of the Administrative Measures of China
Unicom

              	 
      	 
      
	
                63

              	 
      	
                Failing
      to submit operating data, analysis, invoices or others required within a
      prescribed time limit.

              	 
      	
                Disciplinary
      warning

              
	
                64

              	 
      	
                Failing
      to make market promotion in accordance with the marketing and promotion
      requirements provided for in the Administrative
      Measures.

              	 
      	
                Ordinary
      breach

              
	
                65

              	 
      	
                Changing
      customer service line or fax number without authorization, failing to
      timely file information of the contact person or other reasons that lead
      to failure in reaching the SP service, customer service, technological
      etc. port personnel.

              	 
      	
                Ordinary
      breach

              
	
                66

              	 
      	
                Failing
      to keep the consumption and usage record of users for 6
      months.

              	 
      	
                Ordinary
      breach

              
	
                67

              	 
      	
                Violating
      the Administrative
      Measures or confidentiality clause of the
Agreement.

              	 
      	
                Ordinary
      breach

              
	
                68

              	 
      	
                Providing
      invalid, fake certificate or qualifications when declaring
      services.

              	 
      	
                Material
      breach

              
	
                Article
      22

              	 
      	
                Others

              	 
      	 
      
	
                69

              	 
      	
                Notice
      of criticism circulated or punishment made by the government, competent
      department of the industry and social service quality supervisory organ
      etc. for reasons of Party B.

              	 
      	
                Disciplinary
      warning ~ winding-up for rectification

              
	
                70

              	
                  

              	
                Engaging
      in activities detrimental to benefits of Party A and/or users or providing
      service contents detrimental to benefits of Party A and/or
      users

              	
                  

              	
                Disciplinary
      warning ~ winding-up for
rectification

              


      

    

    


    Notes:

    Unless
otherwise stipulated in the Agreement, the Appendices hereto or this List, the
“Breaches” listed include all possible breaches in carrying out each value-added
services, but some breaches may not apply to every value-added service due to
technological or service attributes.


    
      
         


      

      
        56

        
          

        

      

      
         


      

    

     

    
      

    

    “Level of
Breach” includes ordinary, grave and material breaches, disciplinary warning,
suspended settlement and winding-up for rectification, which correspond to the
disposal methods for breaches provided for in the Agreement. The level of breach
is classified in light of the seriousness of such breach, the losses caused (or
possibly causing) to Party A and/or users and the unfavorable influences caused
to Party A and/or users in principle. If a breach falls within no specific level
but a scope, such as the scope of “ordinary to grave breach”, Party A may choose
a level according to the nature of such breach, the losses caused to Party A
and/or users and the influences caused to Party A and/or users
therefrom.

    


    Party A
may also apply to the service practices and the Administrative Measures in accordance
with article 8.4 herein in addition to this list.


    
      
         


      

      
        57

        
          

        

      

      
         


      

    

     

    
      

    

    Appendix
III: Table of Revenue Dividing Proportions

    


    2G, PHS,
Fixed Network and Broadband Services:

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Type
      of Services

                                  	
                                    Information
      Fee Settlement Proportion

                                    Unicom:
      Partner

                                  
	
                                    UNI-INFO

                                  	
                                    20:80

                                  
	
                                    MMS
      Service (excluding mobile newspaper)

                                  	
                                    15:85

                                  
	
                                    Interactive
      Voice Response (IVR)

                                  	
                                    35:65

                                  
	
                                    U-INFO

                                  	
                                    15:85

                                  
	
                                    U-MAGIC

                                  	
                                    15:85

                                  
	
                                    Over-The-Air
      Service

                                  	
                                    70:30

                                  
	
                                    PHS
      Short Message Service

                                  	
                                    20:80

                                  
	
                                    Unified
      Client

                                  	
                                    Fixed
      division subject to information fee

                                  
	
                                    CNCMAX

                                  	
                                    Fixed
      division subject to service
revenues

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    3G
Service:

    
      
        
          
            
              
                
                  
                    
                      	
                              Type
      of Services

                            	
                              Information
      Fee Settlement Proportion

                              Unicom:
      Partner

                            
	
                              WAP

                            	
                              Pay
      per View (IOD/Download)

                            	
                              Divide
      ¥
      information fee instead of M/T. Settlement will be done based on a
      proportion of 15:85.

                            
	 
      	
                              Monthly
      Package

                            	
                              The
      information fee part will be settled based on a proportion of
      15:85.

                            
	
                              I-news

                            	
                              Issued
      Newspapers

                            	
                              Settlement
      will be done based on 50% of the information
  fee.

                            


                    

                  

                

              

            

          

        

      

    

    Notes:

    The
communication charges and basic functional fees incurred under various services
will go to Party A and will not be divided.

    


    Unbalanced
communication charges will be collected for UNI-INFO services and the charging
standard is: (number of SMSend – number of Upstream SMS) * 0. 05 yuan/message.



    
      
         


      

      
        58

        
          

        

      

      
         


      

    

     

    
      

    

    When
paid-up and settlement conditions of the accounting system are unsatisfied, the
expenses of fixed network, PHS and broadband applications etc. shall be settled
based on the deduction of amount receivable with certain bad debt ratio, of
which, the bad debt ratio of 116IVR voice value-added service is 15%, that of
PHS message value-added service is 10% and that of broadband application ranges
from 10% to 15% (being deducted based on the “Information Fee to be
Collected for XX Platform of Current Period” worked out by the accounting
system);

    


    The OTA
and 1169 voice IVR businesses and cooperative platforms involved in service
operation will participate in settlement simultaneously. The paid-up settlement
amount needs to be deducted with the settlement proportion of the platforms
involved after deduction of the bad debt ratio.


    
      
         


      

      
        59

        
          

        

      

      
         


      

    

     

    
      

    

    Revenue
Stamp Pasted

    


    
      
        	 
      	
                

              
	 
      	
                Beijing
      Airinbox Information Technologies Co.,
Ltd.

              


      

    

    


    Column
for review by registration authority:

     

    
      
        
          
            
              
                
                  
                    
                      	
                               

                               

                               

                               

                               

                              Responsible  

                              person

                            	
                              

                            	
                              

                            
	 	 	
                              Technical contract registration authority (special
      seal)

                            


                    

                  

                

              

            

          

        

      

    

    
    

     

    
      
         


      

      
        60