Unassociated Document


    Exhibit
4.65

    


    EXCLUSIVE
TECHNICAL AND CONSULTING SERVICES

    AGREEMENT

    


    This
Exclusive Technical Consulting and Services Agreement (the "Agreement") is
entered into in Beijing as of May 13, 2010 between the following two
parties.

    


    
      	
              Party
      A:

            	
              KONGZHONG
      CHINA CO., LTD.,

            


    

    


    
      
        	
                Party
      B:

              	
                SHANGHAI
      DACHENG NETWORK TECHNOLOGY CO.,
LTD.

              


      

    

    


    WHEREAS,

    


    
      	
              1.

            	
              Party
      A, a wholly foreign −owned enterprise registered in People's Republic of
      China.

            


    

    


    
      	
              2.

            	
              Party
      B, a wholly domestic invested company registered in
  PRC.

            


    

    


    
      	
              3.

            	
              Party
      A agrees to be the provider of technical and consulting services to Party
      B, and Party B hereby agrees to accept such technical and consulting
      services.

            


    

    


    WHEREAS,
Party A and Party B, through friendly negotiation and based on the equality and
mutual benefit, enter into the Agreement as follows:

    


    
      	
              1.

            	
              TECHNICAL
      CONSULTING AND SERVICES; OWNERSHIP AND EXCLUSIVE
  INTERESTS

            


    

    


    
      	
              1.1

            	
              During
      the term of this Agreement, Party A agrees to provide the relevant
      technical consulting and services to Party B (the content is specified in
      Appendix 1) in accordance with the
Agreement.

            


    

    


    
      	
              1.2

            	
              Party
      B hereby agrees to accept such technical and consulting services. Party B
      further agrees that, during the term of this Agreement, it shall not
      utilize any third party to provide such technical and consulting services
      for such above−mentioned business without the prior written consent of
      Party A.

            


    

    


    
      	
              1.3

            	
              Party
      A shall be the sole and exclusive owner of all rights, title, interests
      and intellectual property rights arising from the performance of this
      Agreement, including, (but not limited to, any copyrights, patent,
      know−how, commercial secrets and otherwise), whether developed by Party A
      or Party B based on Party A's intellectual
  property.

            


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    
      	
              1.4

            	
              Party
      B covenant that Party A have the priority on cooperation with Party B in
      the same condition in case Party B is going to cooperate with other
      enterprises in respect of any
business.

            


    

    


    
      	
              2.

            	
              CALCULATION
      AND PAYMENT OF THE FEE FOR TECHNICAL AND CONSULTING SERVICES (THE
      "FEE")

            


    

    


    Party A
and Party B agree that the fee under this agreement shall be calculated monthly,
based on a certain percentage of the revenues of Party B for such month.
Aforesaid percentage will be determined and paid according to Appendix 2 which
shall be further negotiated.

    


    
      	
              3.

            	
              REPRESENTATIONS
      AND WARRANTIES

            


    

    


    
      	
              3.1

            	
              Party
      A hereby represents and warrants as
follows:

            


    

    


    
      	
               
      

            	
              3.1.1

            	
              Party
      A is a company duly registered and validly existing under the laws of the
      PRC;

            


    

    


    
      	
               
      

            	
              3.1.2

            	
              Party
      A has full right, power, authority and capacity and all consents and
      approvals of any other third party and government necessary to execute and
      perform this Agreement, which shall not be against any enforceable and
      effective laws or contracts;

            


    

    


    
      	
               
      

            	
              3.1.3

            	
              The
      Agreement will constitute a legal, valid and binding agreement of Party A
      enforceable against it in accordance with its terms upon its
      execution.

            


    

    


    
      	
              3.2

            	
              Party
      B hereby represents and warrants as
follows:

            


    

    


    
      	
               
      

            	
              3.2.1

            	
              Party
      B is a company duly registered and validly existing under the laws of the
      PRC and is licensed to engage in the business of Internet information
      provision services and value−added telecommunication
    services.

            


    

    


    
      	
               
      

            	
              3.2.2

            	
              Party
      B has full right, power, authority and capacity and all consents and
      approvals of any other third party and government necessary to execute and
      perform this Agreement, which shall not be against any enforceable and
      effective laws or contracts.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              3.2.3

            	
              Once
      the Agreement has been duly executed by both parties, it will constitute a
      legal, valid and binding agreement of Party B enforceable against it in
      accordance with its terms upon its
execution.

            


    

    


    
      	
              4.

            	
              CONFIDENTIALITY

            


    

    


    
      	
              4.1

            	
              Party
      B agrees to use all reasonable means to protect and maintain the
      confidentiality of Party A's confidential data and information
      acknowledged or received by Party B by accepting the exclusive consulting
      and services from Party A (collectively the "Confidential Information").
      Party B shall not disclose or transfer any Confidential Information to any
      third party without Party A's prior written consent. Upon termination or
      expiration of this Agreement, Party B shall, at Party A's option, return
      all and any documents, information or software contained any of such
      Confidential Information to Party A or destroy it, delete all of such
      Confidential Information from any memory devices, and cease to use them.
      Party B shall take necessary measures to keep the Confidential Information
      to the employees, agents or professional consultants of Party B who are
      necessary to get to know such Information and procure them to observe the
      confidential obligations hereunder.

            


    

    


    
      	
              4.2

            	
              The
      limitation stipulated in Section 4.1 shall not apply
  to:

            


    

    


    
      	
               
      

            	
              4.2.1

            	
              The
      materials available to the public at the time of
    disclosure;

            


    

    


    
      	
               
      

            	
              4.2.2

            	
              The
      materials that become available to the public after the disclosure without
      fault of Party B;

            


    

    


    
      	
               
      

            	
              4.2.3

            	
              The
      materials Party B prove to have got the control neither directly nor
      indirectly from any other party before the
  disclosure;

            


    

    


    
      	
               
      

            	
              4.2.4

            	
              The
      information that each Party is required by law to disclose to relevant
      government authorities, stock exchange institute, or that is necessary to
      disclose the above confidential information directly to the legal
      counselor and financial consultant in order to keep its usual
      business.

            


    

    


    
      	
              4.3

            	
              Both
      Parties agree that this article shall survive the modification,
      elimination or termination of this
Agreement.

            


    

    


    
      	
              5.

            	
              INDEMNITY

            


    

    


    Party B
shall indemnify and hold harmless Party A from and against any loss, damage,
obligation and cost arising out of any litigation, claim or other legal
procedure against Party A resulting from the contents of the technical
consulting and services demanded by Party B.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
              6.

            	
              EFFECTIVE
      DATE AND TERM

            


    

    


    
      	
              6.1

            	
              This
      Agreement shall be executed and come into effect as of the date first set
      forth above. The term of this Agreement is ten (10) years, unless earlier
      terminated as set forth in this Agreement or in accordance with the terms
      set forth in the agreement entered into by both parties
      separately.

            


    

    


    
      	
              6.2

            	
              This
      Agreement may be automatically extended for another ten years except Party
      A gives its written consent of the termination of this Agreement three
      months before the expiration of this
Agreement.

            


    

    


    
      	
              7.

            	
              TERMINATION

            


    

    


    
      	
              7.1

            	
              This
      Agreement shall expire on the date due unless this Agreement is extended
      as set forth in the relevant terms
hereunder.

            


    

    


    
      	
              7.2

            	
              During
      the term of this Agreement, Party B can not terminate this Agreement
      before the schedule time. Notwithstanding the above−mentioned, Party A may
      terminate this Agreement at any time with a written notice to Party B 30
      days before such termination. If Party A terminate the Agreement in
      advance duo to Party B's reason, Party B shall take the liability to
      compensate all the losses caused thereby to Party A and shall pay the
      relevant fees for the services
provided.

            


    

    


    
      	
              7.3

            	
              Article
      4 and 5 shall survive after the termination or expiration of this
      Agreement.

            


    

    


    
      	
              8.

            	
              SETTLEMENT
      OF DISPUTES

            


    

    


    
      	
              8.1

            	
              The
      parties shall strive to settle any dispute arising from the interpretation
      or performance in connection with this Agreement through friendly
      consultation. In case no settlement can be reached through consultation,
      each party can submit such matter to China International Economic and
      Trade Arbitration Commission (the "CIETAC"). The arbitration shall follow
      the current rules of CIETAC, and the arbitration proceedings shall be
      conducted in Chinese and shall take place in Beijing. The arbitration
      award shall be final and binding upon Both Parties. This article shall not
      be influenced by the termination or elimination of this
      Agreement.

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
              8.2

            	
              Each
      Party shall continue to perform its obligations in good faith according to
      the provisions of this Agreement except for the matters in
      dispute.

            


    

    


    
      	
              9.

            	
              FORCE
      MAJEURE

            


    

    


    
      	
              9.1

            	
              Force
      Majeure, which includes but is not limited to, acts of governments, acts
      of nature, fire, explosion, typhoon, flood, earthquake, tide, lightning,
      war, means any event that is beyond the party's reasonable control and
      cannot be prevented with reasonable care. However, any shortage of credit,
      capital or finance shall not be regarded as an event of Force Majeure. The
      affected party who is claiming to be not liable to its failure of
      fulfilling this Agreement by Force Majeure shall inform the other party,
      without delay, of the approaches of the performance of this Agreement by
      the affected party.

            


    

    


    
      	
              9.2

            	
              In
      the event that the affected party is delayed in or prevented from
      performing its obligations under this Agreement by Force Majeure, only
      within the scope of such delay or prevention, the affected party will not
      be responsible for any damage by reason of such a failure or delay of
      performance. The affected party shall take appropriate means to minimize
      or remove the effects of Force Majeure and attempt to resume performance
      of the obligations delayed or prevented by the event of Force Majeure.
      After the event of Force Majeure is removed, both parties agree to resume
      performance of this Agreement with their best
  efforts.

            


    

    


    
      	
              10.

            	
              NOTICES

            


    

    


    Notices
or other communications required to be given by any party pursuant to this
Agreement shall be written in English and Chinese and shall be deemed to be duly
given when it is delivered personally or sent by registered or mail or postage
prepaid mail or by a recognized courier service or by facsimile transmission to
the address of the relevant party or parties set forth below.

    


    
      
        
          
            
              
                	
                        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

                      


              

            

          

        

      

    

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      	
              11.

            	
              ASSIGNMENT

            


    

    


    Party B
shall not assign its rights or obligations under this Agreement to any third
party without the prior written consent of Party A. Party A shall transfer its
rights or obligations under this Agreement to any third party without the
consent of Party B, but shall inform Party B of the above
assignment.

    


    
      	
              12.

            	
              SEVERABILITY

            


    

    


    Any
provision of this Agreement that is invalid or unenforceable because of any
inconsistency with relevant law shall be ineffective or unenforceable within
such jurisdiction where the relevant law governs, without affecting in any way
the remaining provisions hereof.

    


    
      	
              13.

            	
              AMENDMENT
      AND SUPPLEMENT

            


    

    


    Any
amendment and supplement of this Agreement shall come into force only after a
written agreement is signed by both parties. The amendment and supplement duly
executed by both parties shall be part of this Agreement and shall have the same
legal effect as this Agreement.

    


    
      	
              14.

            	
              GOVERNING
      LAW

            


    

    


    The
execution, validity, performance and interpretation of this Agreement shall be
governed by and construed in accordance with the laws of PRC.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    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: /s/ Leilei Wang

    (Seal)

    


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

    


    Authorized
Representative: /s/ Zhen Yang

    (Seal)


    
      
         


      

      
        7