Exhibit
4.49

    


    Share
Pledge Agreement

    


    This
Share Pledge Agreement (this “Agreement”) is entered into on February 8, 2009 in
Beijing by and among the following parties:

    


    
      
        	
                Party
      A:

              	
                KongZhong
      (China) Co., Ltd.,

              
	 
      	 
      
	
                Party
      B:

              	
                Beijing
      Xinrui Network Technology Co., Ltd.,

              
	 
      	 
      
	
                Party
      C:

              	
                Guijun
      Wang

              
	 
      	 
      
	
                Party
      D:

              	
                Yang
      Li

              


      

    

    


    WHEREAS,

    


    
      	
              1.

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

            


    

    


    
      	
              2.

            	
              Party
      B is a limited company registered in China and licensed by relevant
      government authorities to hold a Telecommunications Value-added Service
      Operation Permit, which qualifies it to engage in telecommunications
      value-added service.

            


    

    


    
      	
              3.

            	
              Party
      C and Party D (the “Pledgor”) are the shareholders of Party B and own 51%
      and 49% equity interest in Party B respectively. Party C and Party D have
      signed Capital Contribution Transfer Agreements with the original
      shareholders of Party B who transferred their respective equity interest
      in Party B. The amount for the transfer of equity interest was paid by
      Party A.

            


    

    


    
      	
              4.

            	
              All
      parties to this Agreement have signed Business Operation Agreement and
      Option Agreement respectively on February 8,
  2009.

            


    

    


    
      	
              5.

            	
              Party
      A and Party B have signed Exclusive Technical Consultation and Service
      Agreement on February 8, 2009.

            


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    


    
      	
              6.

            	
              In
      order to guarantee that Party A collects normally technical service fees
      under the Exclusive Technical Consulting and Services Agreement, and to
      ensure the performance of Business Operation Agreement and Option
      Agreement, the Pledgors are willing to severally and jointly pledge all
      their equity interest in Party B to the Pledgee as a security for the
      performance of the obligations under the aforesaid agreement, with Party A
      as the Pledgee.

            


    

    


    Therefore,
through friendly negotiations and in the principles of equality and mutual
benefit, the parties hereby enter agreement as follows.

    


    
      	
              1.

            	
              Definitions

            


    

    


    Unless
otherwise provided in this Agreement, the following terms shall have the
following meanings:

    


    
      	
              1.1

            	
              Pledge
      means the full content of Article 2
hereunder.

            


    

    


    
      	
              1.2

            	
              Equity
      Interest means 100% equity interests in Party B legally and jointly held
      by the Pledgors and all the present and future rights and benefits based
      on such equity interest.

            


    

    


    
      	
              1.3

            	
              Reorganization
      Agreements mean Exclusive Technical Consultation and Service Agreement
      signed by the parties on February 8, 2009, Business Operation Agreement
      and Option Agreement signed by the parties respectively on October 8,
      2009.

            


    

    


    
      	
              1.4

            	
              Event
      of Default means any event in accordance with Article 7
      hereunder.

            


    

    


    
      	
              1.5

            	
              Notice
      of Default means the notice of default issued by the Pledgee in accordance
      with this Agreement.

            


    

    


    
      	
              2.

            	
              Pledge

            


    

    


    
      	
              2.1

            	
              The
      Pledgors agree to pledge all the equity interest in Party B to Party A as
      the security for Party A’s rights and interest under the reorganization
      agreements.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    
      	
              2.2

            	
              The
      Pledge under this Agreement refers to the rights owned by the Pledgee to
      collect the fees (including legal fees), expenses and losses that Party B
      shall pay under the Technical Consulting and Service Agreement, and civil
      liabilities that Party B or Pledgors shall bear in case the Reorganization
      Agreement wholly or partially becomes nullify due to any
      reason.

            


    

    


    
      	
              2.3

            	
              The
      Pledge under this Agreement refers to the prior right owned by the Pledgee
      to the money gained from the conversion, auction, or sell of the equity
      interests pledged by the Pledgor to the
Pledgee.

            


    

    


    
      	
              2.4

            	
              The
      pledge under this Agreement will be discharged only when Party B and
      Pledgors have performed all the obligations and liabilities under the
      Reorganization Agreement and Party A confirms in writing. If Party B or
      Pledgors have not fully performed all or part of its obligations or
      liabilities under the Reorganization Agreement at the expiration of such
      agreements, Party A will maintain the pledge hereunder up to the date when
      all such obligations and liabilities are fully
  performed.

            


    

    


    
      	
              3.

            	
              Effect

            


    

    


    
      	
              3.1

            	
              This
      Agreement shall take effect as of the date when the equity shares pledged
      are recorded in the Register of Shareholder of Party
  B.

            


    

    


    
      	
              3.2

            	
              Party
      A is entitled to dispose the pledge hereunder if Party B fails to pay the
      fees in accordance with the Technical Consulting and Service Agreement or
      fail to perform the Business Operation Agreement and the Option
      Agreement.

            


    

    


    
      	
              4.

            	
              Physical
      Possession Of Documents

            


    

    


    
      	
              4.1

            	
              During
      the term of Pledge under this Agreement, the Pledgor shall deliver the
      physical possession of the Certificate of Distribution (original) of Party
      B and provide the testify of the proper record of such pledge on the
      shareholders’ register of Party B to Party A within one week as of the
      date of conclusion of this
Agreement.

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    
      	
              4.2

            	
              The
      Pledgor shall be entitled to collect the incomes (such as, including but
      not limited to, any dividends and profits) from the equity interests,
      which shall become the assurance for the debt of the Pledgor within the
      term of this Agreement, unless consented otherwise in writing by Party
      A.

            


    

    


    
      	
              5

            	
              Warranties
      And Representation Of The Pledgor

            


    

    


    The
Pledgors hereby make the following representation and warranties to the Pledgee
and confirm that Party A executes this Agreement in reliance of such
representation and warranties:

    


    
      	
              5.1

            	
              The
      Pledgors lawfully own the equity interests hereunder and are entitled to
      create pledge on such the equity
interests;

            


    

    


    
      	
              5.2

            	
              Party
      A shall not be interfered by any other parties once the Party A exercises
      the rights of the Pledge in accordance with this
  Agreement.

            


    

    


    
      	
              5.3

            	
              Party
      A is entitled to dispose the pledge in accordance with relevant laws and
      this Agreement.

            


    

    


    
      	
              5.4

            	
              The
      execution and performance of this Agreement of the Pledgor has gained all
      necessary authorization and shall not violate any applicable laws and
      regulations. The representative who signs this Agreement shall be lawfully
      and effectively authorized.

            


    

    


    
      	
              5.5

            	
              Except
      for the pledge under this Agreement, there is no other burden of rights on
      the equity interests pledged by the Pledgors (including but not limited to
      pledge).

            


    

    


    
      	
              5.6

            	
              There
      is no pending or incoming civil, administrative or criminal litigation or
      administrative punishment or arbitration relating to the equity interests
      hereunder at the date of execution of this
  Agreement.

            


    

    


    
      	
              5.7

            	
              There
      are no outstanding taxes, fees or undecided legal procedures related with
      the equity interests hereunder at the date of execution of this
      Agreement.

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    
      	
              5.8

            	
              Each
      provision hereunder is the expression of each Party’s true meaning and
      shall be binding upon all the
Parties.

            


    

    


    
      	
              6

            	
              Covenant
      Of The Pledgor

            


    

    


    
      	
              6.1

            	
              During
      the term of this Agreement, the Pledgor covenants to Party A that the
      Pledgor will:

            


    

    


    
      	
               
      

            	
              6.1.1

            	
              not
      transfer or assign the equity interests, create or permit to create any
      pledges which may have an adverse effect on the rights or benefits of the
      Pledgee without prior written consent from the Pledgee except transfer to
      the Pledgee or the person designated by the Pledgee as required by the
      Pledgee;

            


    

    


    
      	
               
      

            	
              6.1.2

            	
              comply
      with and implement laws and regulations with respect to the pledge of
      rights, present to Party A the notices, orders or suggestions with respect
      to the Pledge issued or made by the competent authority within five days
      upon receiving such notices, orders or suggestions and take actions in
      accordance with the reasonable instruction of Party
  A;

            


    

    


    
      	
               
      

            	
              6.1.3

            	
              timely
      notify Party A of any events or any received notices which may affect the
      Pledgor’s equity interest or any part of its right, and any events or any
      received notices which may change the Pledgor’s any covenant and
      obligation under this Agreement or which may affect the Pledgor’s
      performance of its obligations under this Agreement, take actions in
      accordance with the instructions of Party
A;

            


    

    


    
      	
              6.2

            	
              The
      Pledgors agree that Party A’s right of exercising the Pledge pursuant to
      this Agreement shall not be suspended or hampered by the Pledgors or any
      successors or transferees of the Pledgors or any other
      persons.

            


    

    


    
      	
              6.3

            	
              The
      Pledgors warrant to Party A that in order to protect or perfect the
      security over the payment of the technical consulting and service fees
      under the Technical Consulting and Service Agreement, the Pledgors shall
      execute in good faith and cause other parties who have interests in the
      pledge to execute all the title certificates, contracts, and /or perform
      and cause other parties who have interests to take action as required by
      the Pledgee and make access to exercise the rights and authorization
      vested in the Pledgee under this Agreement, and execute all the documents
      with respect to the changes of certificate of equity interests with the
      Pledgee or another party designated by the Pledgee, and provides the
      Pledgee with all the documents regarded as necessary to the Pledgee within
      the reasonable time.

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    
      	
              6.4

            	
              The
      Pledgors warrants to Party A that the Pledgors will comply with and
      perform all the guarantees, covenants, agreements, representations and
      conditions for the benefits of the Pledgee. The Pledgor shall compensate
      for all the losses suffered by Party A for the reasons that the Pledgor
      does not perform or fully perform their guarantees, covenants, agreements,
      representations and conditions.

            


    

    


    
      	
              7

            	
              Event
      Of Default

            


    

    


    
      	
              7.1

            	
              The
      following events shall be regarded as an event of
  default:

            


    

    


    
      	
               
      

            	
              7.1.1

            	
              Party
      B or its successors or transferees fail to make full payment of service
      fees under the Service Agreement on time, or the Pledgors or its
      successors or transferees fail to perform the Business Operation Agreement
      and the Option Agreement.;

            


    

    


    
      	
               
      

            	
              7.1.2

            	
              The
      Pledgors make any material misleading or fraudulent representations or
      warranties under Article 5 and 6 herein, and/or the Pledgor is in
      violation of any representations or warranties under Article 5 and 6
      herein;

            


    

    


    
      	
               
      

            	
              7.1.3

            	
              The
      Pledgors gravely violate any provisions of this
  Agreement;

            


    

    


    
      	
               
      

            	
              7.1.4

            	
              The
      Pledgors waive the pledged equity interests or transfers the pledged
      equity interests without prior written consent from the Pledgee except
      otherwise agreed under Article 6.1.1
herein;

            


    

    


    
      	
               
      

            	
              7.1.5

            	
              The
      Pledgor’s any external loan, security, compensation, covenants or any
      other compensation liabilities (1) are required to be repaid or performed
      prior to the scheduled date; or (2) are due but can not be repaid or
      performed as scheduled and thereby cause the Pledgee to deem that the
      Pledgor’s capacity to perform the obligations herein is
      affected;

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              7.1.6

            	
              The
      Pledgors are incapable of repaying the general debt or other debt, which
      subsequently affects the interests of Party
A;

            


    

    


    
      	
               
      

            	
              7.1.7

            	
              This
      Agreement is illegal for the reason of the promulgation of any related
      laws or the Pledgor's incapability of continuing to perform the
      obligations herein;

            


    

    


    
      	
               
      

            	
              7.1.8

            	
              Any
      approval, permits, licenses or authorization from the competent authority
      of the government needed to perform this Agreement or validate this
      Agreement are withdrawn, suspended, invalidated or materially
      amended;

            


    

    


    
      	
               
      

            	
              7.1.9

            	
              The
      property of the Pledgor is adversely changed and causes Party A to deem
      that the capability of the Pledgor to perform the obligations herein is
      affected;

            


    

    


    
      	
               
      

            	
              7.1.10

            	
              Other
      circumstances whereby the Pledgee is incapable of exercising the right to
      dispose the Pledge in accordance with relevant
  laws.

            


    

    


    
      	
              7.2

            	
              The
      Pledgor shall immediately give a written notice to Party A if the Pledgor
      is aware of or find that any event under Article 7.1 herein or any events
      that may result in the foregoing events have happened or are going
      on.

            


    

    


    
      	
              7.3

            	
              Unless
      the event of default under Article 7.1 herein has been solved to Party A's
      satisfaction, Party A, at any time when the event of default happens or
      thereafter, may give a written notice of default to the Pledgor and
      require the Pledgor to immediately make full payment of the outstanding
      fees under the Service Agreement, and other payables or timely perform the
      Business Operation Agreement or the Option Agreement, or dispose the
      Pledge in accordance with Article 8
herein.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
              8

            	
              Exercise
      Of The Right Of The Pledge

            


    

    


    
      	
              8.1

            	
              The
      Pledgor shall not transfer the pledge without prior written approval from
      Party A prior to the full repayment of the fees under the Service
      Agreement and the full performance of the Business Operation Agreement or
      the Option Agreement.

            


    

    


    
      	
              8.2

            	
              Party
      A shall give a notice of default to the Pledgors when it exercises the
      right of pledge.

            


    

    


    
      	
              8.3

            	
              Subject
      to Article 7.3, the Pledgee may exercise the right to dispose the Pledge
      at any time when Party A gives a notice of default in accordance with
      Article 7.3 or thereafter.

            


    

    


    
      	
              8.4

            	
              Party
      A is entitled to have priority in receiving payment by the evaluation or
      proceeds from the auction or sale of whole or part of the share pledged
      herein in accordance with legal procedure until the outstanding fees under
      the Servicing Agreement and all other payables there under are repaid, and
      the full performance of the Business Operation Agreement or the Option
      Agreement.

            


    

    


    
      	
              8.5

            	
              The
      Pledgors shall not hinder the Pledgee from disposing the Pledge in
      accordance with this Agreement and shall give necessary assistance so that
      the Pledgee could realize his
Pledge.

            


    

    


    
      	
              9

            	
              Transfer

            


    

    


    
      	
              9.1

            	
              The
      Pledgors shall not transfer the rights and obligations to any third party
      herein without prior consent from the
Pledgee.

            


    

    


    
      	
              9.2

            	
              This
      Agreement shall be binding upon the Pledgors and their successors and be
      effective to Party A and his successors and
  assignees.

            


    

    


    
      	
              9.3

            	
              Party
      A may transfer his all or any rights and obligations under the
      Reorganization Agreement to any third party at any time. In this case, the
      assignee shall enjoy and undertake the same rights and obligations herein
      of Party A as if the assignee is a party hereto. When Party A transfers
      the rights and obligations under the Reorganization Agreement, at the
      request of Party A, the Pledgors shall execute relevant agreements and/or
      documents with respect to such
transfer.

            


    

    


    
      	
              9.4

            	
              After
      the Pledgee’s change resulting from the transfer, the new parties to the
      pledge shall reexecute a pledge
agreement.

            


    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

    


    
      	
              10

            	
              Fees
      And Other Charges

            


    

    


    The
Pledgor shall be responsible for all the fees and actual expenditures in
relation to this Agreement including but not limited to legal fees, cost of
production, stamp tax and any other taxes and charges.

    


    
      	
              11

            	
              Force
      Majeure

            


    

    


    
      	
              11.1

            	
              If
      this Agreement is delayed in or prevented from performing in the Event of
      Force Majeure (“Event of Force Majeure”), only within the limitation of
      such delay or prevention, the affected party is absolved from any
      liability under this Agreement. Force Majeure, which includes acts of
      governments, acts of nature, fire, explosion, geographic change, flood,
      earthquake, tide, lightning, war, means any unforeseen events beyond the
      prevented 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 beyond a Party’s
      reasonable control.  The Party affected by Force Majeure who
      claims for exemption from performing any obligations under this Agreement
      or under any Article herein shall notify the other party of such exemption
      promptly and advice him of the steps to be taken for completion of the
      performance.

            


    

    


    
      	
              11.2

            	
              The
      Pledge affected by Force Majeure shall not assume any liability under this
      Agreement. However, subject to the Party affected by Force Majeure having
      taken its reasonable and practicable efforts to perform this Agreement,
      the Party claiming for exemption of the liabilities may only be exempted
      from performing such liability as within limitation of the part
      performance delayed or prevented by Force Majeure. Once causes for such
      exemption of liabilities are rectified and remedied, both parties agree to
      resume performance of this Agreement with their best
    efforts.

            


    

    


    
      	
              12

            	
              Applicable
      Law and Dispute Resolution

            


    

    


    
      	
              12.1

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

            


    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    
      	
              12.2

            	
              The
      parties shall strive to settle any dispute arising from the interpretation
      or performance 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 (“CIETAC”) for
      arbitration. 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
      the parties.

            


    

    


    
      	
              12.3

            	
              Each
      Party shall continue performance of this Agreement in good faith according
      to the stipulations herein except the matters in
  dispute.

            


    

    


    
      	
              13

            	
              Notice

            


    

    


    Any
notice or correspondence, which is given by the Party as stipulated hereunder,
shall be in Chinese and English writing and shall be delivered in person or by
registered or prepaid mail or recognized express service, or be transmitted by
telex or facsimile to correspondence addresses of Parties.

    


    
      	
              14

            	
              Appendices

            


    

    


    The
appendices to this Agreement are entire and integral part of this
Agreement.

    


    
      	
              15

            	
              Waiver

            


    

    


    The
Pledgee’s non-exercise or delay in exercise of any rights, remedies, power or
privileges hereunder shall not be deemed as the waiver of such rights, remedies,
power or privileges. Any single or partial exercise of the rights, remedies,
power and privileges shall not exclude the Pledgee from exercising any other
rights, remedies, power and privileges. The rights, remedies, power and
privileges hereunder are accumulative and shall not exclude the application of
any other rights, remedies, power and privileges stipulated by
laws.

    


    
      	
              16

            	
              Miscellaneous

            


    

    


    
      	
              16.1

            	
              Any
      amendments, modifications or supplements to this Agreement shall be in
      writing and come into effect upon being executed and sealed by the parties
      hereto.

            


    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

    


    
      	
              16.2

            	
              In
      case any terms and stipulations in this Agreement is regarded as illegal
      or can not be performed in accordance with the applicable law, such terms
      and stipulations shall be deemed to lose effect and enforcement within the
      scope governed by the applicable law, and the rest stipulations will
      remain effective.

            


    

    


    
      	
              16.3

            	
              This
      Agreement shall be kept in 5
copies.

            


    

    


    Party
A: KongZhong
(China) Co., Ltd.,

    
      
        
          
            	
                    Authorized
      Representative:

                  	
                    (Seal)

                  


          

        

      

    

    


    Party
B: Beijing Xinrui Network Technology Co., Ltd.,

    
      
        
          
            	
                    Authorized
      Representative:

                  	
                    (Seal)

                  


          

        

      

    

    


    Party
C: Guijun Wang

    Signature:
/s/ Guijun Wang

    


    Party
D: Yang LI

    Signature:
/s/ Yang Li


    
      
         


      

      
        11