Exhibit
4.64

    


    Option
Agreement

    


    This
option agreement (this “Agreement”) is entered into by and among the following
parties (the “Parties”) in Beijing, People’s Republic of China (“PRC”) on May
13, 2010.

     

    
      
        	
                Party
      A:

              	
                KONGZHONG
      CHINA CO., LTD.,

              
	 
      	 
      
	
                Party
      B:

              	
                SHANGHAI
      DACHENG NETWORK TECHNOLOGY CO.,
LTD.,

              


      

    

    


    
      
        	
                Party
      C:

              	
                ZHEN
      YANG

              
	 
      	 
      
	
                Party
      B:

              	
                LEILEI
      WANG

              


      

    

    


    WHEREAS

    


    
      	
              1.

            	
              Party
      A is a wholly foreign-owned enterprise registered in the
    PRC.

            


    

    


    
      	
              2.

            	
              Party
      B is a limited liability company registered in the
  PRC.

            


    

    


    
      	
              3.

            	
              Party
      C (which own 40.8%) and Party B (which own 59.2%) are all shareholders of
      Party B (the “Shareholders of Party B”). Party C and Party B hereinafter
      referred to as “Shareholders” or “The authorizing
  Parties”.

            


    

    


    THE
PARTIES THEREFORE AGREE AS FOLLOWS:

    


    
      	
              1.

            	
              GRANT
      OF THE OPTION

            


    

    


    
      	
              1.1

            	
              Grant

            


    

    


    The
authorizing Parties hereby grant to Party A an option to purchase all their
respective equity interests in Party B at the lower price between the lowest
price permitted by PRC laws or the audited net asset value of Party B once or
several times by Party A or its designated third party.

    


    
      	
              1.2

            	
              Term

            


    

    


    This
Agreement shall take effect as of the date of execution by the parties hereto
and shall remain in full force and effect until all of the equity interests held
by the Shareholders of Party B in Party B have been purchased by Party A with
the permission of PRC laws.

     

    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    
      	
              2.

            	
              EXERCISE
      OF THE OPTION AND ITS CLOSING

            


    

    


    
      	
              2.1

            	
              Timing of
      Exercise

            


    

    


    
      	
               
      

            	
              2.1.1

            	
              The
      Authorizing Parties agree unanimously that with the permission of PRC laws
      and regulations, Party A may exercise part or full option anytime during
      the term of this Agreement.

            


    

     

    
      	
               
      

            	
              2.1.2

            	
              The
      Authorizing Parties agree unanimously that there is no limitation on the
      times for Party A to exercise its option, unless Party A has purchased all
      of the equity interests in Party B.

            


    

     

    
      	
               
      

            	
              2.1.3

            	
              The
      Authorizing Parties agree unanimously that Party A may designate in its
      sole discretion any third party to exercise the options on its behalf, in
      which case Party A shall provide a prior written notice to the Authorizing
      Parties.

            


    

     

    
      	
              2.2

            	
              Presentation
      of the amount for the options

            


    

    


    The
Authorizing Parties agree unanimously that Party A will present all the amount
by exercising the options by Party A or its designated third party to Party B
free of charge.

    


    
      	
              2.3

            	
              Transfer

            


    

    


    The
Authorizing Parties agree unanimously that the options of Party A under this
Agreement may be transferred to a third party, which shall be deemed as a party
to this Agreement and is entitled to exercise the options under terms of this
Agreement, to enjoy the rights assume the obligations of Party A under this
Agreement.

    


    
      	
              2.4

            	
              Notice
      Requirement

            


    

    


    To
exercise an Option, Party A shall send an written notice to the Authorizing
Parties of such Option is to be exercised 10 days prior to each closing date (as
defined below), specifying the following:

    


    
      	
               
      

            	
              2.4.1

            	
              The
      date of the effective closing of such purchase (a  “Closing
      Date”), that is, the date when formally filing an application for
      registration of equity interests change with the commercial and industrial
      administrative authorities;

            


    

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              2.4.2

            	
              The
      name of the person in which the Equity Interests shall be
      registered;

            


    

     

    
      	
               
      

            	
              2.4.3

            	
              The
      amount of Equity Interests to be purchased from such Authorizing
      Parties;

            


    

     

    
      	
               
      

            	
              2.4.4

            	
              Means
      of payment; and

            


    

     

    
      	
               
      

            	
              2.4.5

            	
              A
      power of attorney (applicable if a third party has been designated to
      exercise the Option)

            


    

     

    The
Authorizing Parties agree unanimously that Party A is entitled to exercise the
Options and elect to register the Equity Interests in the name of a third party
as it may designates from time to time. The Authorizing Parties agree that as
long as Party A or its designated third Party forward the request to exercise
the options, the Authorizing Parties shall execute the equity interests transfer
agreement and other relevant documents in accordance with the notice and this
Agreement within 10 work days upon receipt such notice.

     

    
      	
              2.5

            	
              Closing

            


    

    


    On each
Closing Date, Party A shall pay to the relevant Authorizing Parties the
applicable purchase price for the Equity Interests to be purchased on such
Closing Date as provided in Article 1 above. Party A and the Authorizing Parties
shall provide necessary assistance to Party B with respect to the processing the
registration for change of equity interests with the commercial and industrial
administrative authorities.

    


    
      	
              3.

            	
              REPRESENTATIONS
      AND WARRANTIES

            


    

    


    
      	
              3.1

            	
              The
      Authorizing Parties hereby present and warrant as
  follows:

            


    

    


    
      	
               
      

            	
              3.1.1

            	
              They
      have the full power and authority to enter into and perform this
      Agreement;

            


    

     

    
      	
               
      

            	
              3.1.2

            	
              The
      fulfilling of the obligations hereunder does not violate any applicable
      laws, regulations and contracts, or require any government authorization
      or approval;

            


    

     

    
      	
               
      

            	
              3.1.3

            	
              There
      is no lawsuit, arbitration or other legal or administrative procedures
      pending which, based on its knowledge, will possibly have material and
      adverse affects on the performance of this
  Agreement;

            


    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              3.1.4

            	
              The
      Authorizing Parties will not set pledge, debt or other third party rights
      on the equity interests in Party B and will not dispose the same to any
      third party by transferring, presenting, pledging or any other
      means.

            


    

     

    
      	
               
      

            	
              3.1.5

            	
              There
      is no any pledge, debt or other third party right on the equity interests
      in Party B held by the Authorizing
Parties.

            


    

     

    
      	
               
      

            	
              3.1.6

            	
              The
      options granted to Party A are exclusive, and the Authorizing Parties
      shall not grant options or similar right to other parties in any
      ways.

            


    

     

    
      	
              3.2

            	
              Undertaking

            


    

    


    Considering
that Party A or its designated third party will present all the amounts gained
from exercising the options to Party B, Party B hereby undertakes to Party A
that it will bear all costs arising from executing each Assignment, process all
formalities needed for Party A or its designated third party to be the
shareholders of Party B, the Ancillary Documents and any other relevant
documents required therefore, and will complete all such formalities as are
necessary to make Party A or its designated party a full and proper shareholder
of Party B. Such formalities include, but are not limited to, assisting Party A
with the obtaining of necessary approvals of the equity transfer from relevant
government authorities (if any), the submission of the Assignment to the
relevant administrative department of industry and commerce for the purpose of
amending the Articles of Association, changing the list of shareholders and
undertaking any other changes.

     

    
      	
              4.

            	
              TAXES

            


    

    


    
      	
               
      

            	
              All
      taxes arising from the performance of this Agreement will be paid by Party
      B.

            


    

    


    
      	
              5.

            	
              BREACH
      OF AGREEMENT

            


    

    


    
      	
              5.1

            	
              Unless
      otherwise provided by this Agreement, a party is deemed as in breach of
      this Agreement if it fails to fully perform or suspends performing its
      obligations under this Agreement, and does not correct its wrongdoings
      within 30 days upon receipt of the notice by the other party, or its
      representations and warranties are
unreal.

            


    

    


    
      	
              5.2

            	
              If
      one party violates this Agreement of its representations and warranties in
      this Agreement, the abiding party may notify the default party in writing
      requesting it to correct its wrongdoings within 10 days of receiving the
      notice, take corresponding measures to effectively and timely avoid the
      damages and to resume performing this Agreement. If there are damages, the
      default party shall compensate the abiding party, causing the abiding
      party to obtain all receivable rights and interests from the performance
      of the Agreement.

            


    

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
              5.3

            	
              If
      either party breaches this Agreement, which causes the other party to bear
      any expenses, liabilities or suffer any losses (including not limited to
      the profit losses of the company), the default party shall compensate the
      abiding party with respect to such expenses, liabilities or losses
      (including but not limited to the interests lost or paid due to the breach
      and attorney fees). The amount of the compensation shall equal the losses
      due to the breach. The compensation includes the receivable interests by
      the abiding party from performance of this Agreement, but shall not exceed
      reasonable expectations of the
Parties.

            


    

    


    
      	
              5.4

            	
              In
      case all Parties breach this Agreement, the amounts of compensation shall
      be determined in accordance with the severity of their respective
      breaches.

            


    

    


    
      	
              6.

            	
              GOVERNING
      LAW AND DISPUTE SETTLEMENT

            


    

    


    
      	
              6.1

            	
              Governing
      Laws

            


    

    


    This
Agreement shall be governed by the laws of the PRC, including but not limited to
the execution, performance, effect and interpretation of this
Agreement.

     

    
      	
              6.2

            	
              Friendly
      Consultation

            


    

    


    The
Parties shall settle the dispute regarding the interpretation or performance of
this Agreement through friendly consultation or mediation by a third party. Any
dispute that failing such consultation or mediation shall be submitted to the
arbitration authority for arbitration within 30 days after the commencement of
such discussions.

     

    
      	
              6.3

            	
              Arbitration

            


    

    


    Any
dispute in connection with this Agreement shall be submitted to China
International Trade Arbitration Committee for arbitration in accordance with its
arbitration rules. The arbitration award shall be final and binding on all
Parties to this Agreement.

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      	
              7

            	
              CONFIDENTIALITY

            


    

     

    
      	
              7.1

            	
              Confidential
      Information

            


    

    


    The
contents of this Agreement and the Annexes hereof shall be kept confidential. No
Party shall disclose any such information to any third party (except for the
part agreed upon by the Parties with a prior written agreement).  Each
Party’s obligations under this clause shall survive after the termination of
this Agreement.

    


    
      	
              7.2

            	
              Exceptions

            


    

    


    If a
disclosure is explicitly required by law, any courts, arbitration tribunals, or
administrative authorities, such a disclosure by any Party shall not be deemed a
violation of Article 7.1 above.

    


    
      	
              8.

            	
              MISCELLANEOUS

            


    

     

    
      	
              8.1

            	
              Entire
      agreement

            


    

    


    This
Agreement constitutes the entire agreement and understanding among the Parties
in respect of the subject matter hereof and supersedes all prior discussions,
negotiations and agreements among them.

    


    
      	
              8.2

            	
              This
      Agreement shall only be amended by a written instrument signed by all the
      Parties.

            


    

    


    
      	
              8.3

            	
              Notices

            


    

    


    
      	
               
      

            	
              8.3.1

            	
              Any
      notices or other correspondences among the Parties in connection with the
      Performance of this Agreement shall be  in writing and be
      delivered in person, by registered mail, prepaid mail, recognized express
      mail or facsimile to the following correspondence
    addresses:

            


    

     

    
      
        	 
      	
                Party
      A:

              	
                KONGZHONG
      CHINA CO., LTD.

              
	 
      	
                Address:

              	
                35
      F, Tengda Plaza, No. 168 Xiwai Street, Haidian District, Beijing, 100044,
      PRC

              
	 
      	
                Fax:

              	
                (86)10-88575872

              
	 
      	
                Tele:

              	
                (86)10-88576000

              
	 
      	
                Addressee:

              	
                Leilei
      WANG

              
	 
      	 
      	 
      
	 
      	
                Party
      B:

              	
                SHANGHAI
      DACHENG NETWORK TECHNOLOGY CO., LTD.

              
	 
      	
                Address:

              	
                21-22
      F, Shen Building, No. 3553, Zhongshanbeilu, Putuo District, Shanghai,
      200062

              
	 
      	
                Fax:

              	
                (+8621)
      6082 5528

              
	 
      	
                Tele:

              	
                (+8621)
      6082 5088

              
	 
      	
                Addressee:

              	
                Zhen
      YANG

              


      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        	 
      	
                Party
      C:

              	
                ZHEN
      YANG

              
	 
      	
                Address:

              	
                21-22
      F, Shen Building, No. 3553, Zhongshanbeilu, Putuo District, Shanghai,
      200062

              
	 
      	
                Fax:

              	
                (+8621)
      6082 5528

              
	 
      	
                Tele:

              	
                (+8621)
      6082 5088

              
	 
      	
                Addressee:

              	
                Zhen
      YANG

              
	 
      	 
      	 
      
	 
      	
                Party
      D:

              	
                LEILEI
      WANG

              
	 
      	
                Address:

              	
                21-22
      F, Shen Building, No. 3553, Zhongshanbeilu, Putuo District, Shanghai,
      200062

              
	 
      	
                Fax:

              	
                (+8621)
      6082 5528

              
	 
      	
                Tele:

              	
                (+8621)
      6082 5088

              
	 
      	
                Addressee:

              	
                Leilei
      WANG

              


      

    

     

    
      	
               
      

            	
              8.3.2

            	
              Notices
      and correspondences shall be deemed to have been effectively
      delivered:

            


    

    


    
      	
               
      

            	
              8.3.2.1

            	
              At
      the exact time displayed in the corresponding transmission record, if
      delivered by facsimile, unless such facsimile is sent after 5:00 pm or on
      a non-business day in the place where it is received, in which case the
      date of receipt shall be deemed to be the following business
      day;

            


    

    


    
      	
               
      

            	
              8.3.2.2

            	
              On
      the date that the receiving Party signs for the document, if delivered in
      person (including express mail);

            


    

    


    
      	
               
      

            	
              8.3.2.3

            	
              On
      the fifteenth (15th) day after the date shown on the registered mail
      receipt, if sent by registered
mail;

            


    

    


    
      	
              8.4

            	
              Binding
      Force

            


    

    


    This
Agreement shall be binding on the Parties.

    


    
      	
              8.5

            	
              Language
      and Counterparts

            


    

    


    
      This
Agreement shall be executed in 4 originals, with
each party holding one copy.

    

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    
      	
              8.6

            	
              Days
      and Business Day

            


    

    


    A
reference to a day herein is to a calendar day. A reference to a business day
herein is to any day from Monday through Friday in a week.

    


    
      	
              8.7

            	
              Headings

            


    

    


    The
headings contained herein are inserted for reference purposes only and shall not
affect the meaning or interpretation of any part of this Agreement.

    


    
      	
              8.8

            	
              Unspecified
      Matters

            


    

    


    Any
matter not specified in this Agreement shall be handled through discussions
among the Parties and resolved in accordance with PRC laws.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF the parties hereto have caused this Agreement to be duly
executed on their behalf by a duly authorized representative as of the Effective
Date first written above.

    


    Party
A: KONGZHONG CHINA CO., LTD.

    


    Authorized
Representative:

    (Seal)

    


    Party
B: SHANGHAI DACHENG NETWORK TECHNOLOGY CO., LTD.

    


    Authorized
Representative: /s/ Zhen YANG

    (Seal)

    


    Party
C: ZHEN YANG

    


    Signature:
/s/ Zhen YANG

    


    Party
D: LEILEI WANG

    


    Signature:
/s/ Leilei WANG


    
      
         


      

      
        9