Exhibit 4.12  FORM OF
EXECUTIVE EMPLOYMENT AGREEMENT  THIS EMPLOYMENT AGREEMENT (the Agreement) is entered into as of Column A by and between Column B (the Company) and Column C (the Executive)
(collectively the Parties;
individually a Party).  WHEREAS, the Company desires to employ the Executive,
and the Executive desires to be employed by the Company, as Column D;  ACCORDINGLY, the Parties agree as follows:  1.Term of Employment  This Agreement shall become effective on Column E.  The term of employment shall be Column F years, unless this Agreement
is terminated prior to the expiration of such Column Fperiod (the Term).  2.Position and Duties  The Executive shall render services to the Company in
the position of Column D
and perform all services appropriate to that position as well as other services
as may reasonably be assigned by the Company. 
The Executives domestic principal place of employment in the PRC shall
be at Beijing or any other place as agreed by the Parties from time to time.  The Executive shall devote most of his
working time, attention and skill to the discharge of his duties of his office
and shall faithfully and diligently perform such duties and exercise such
powers as may from time to time be assigned to or vested in him, and shall
observe and comply with all resolutions and directions from time to time made
or given by the Board of Directors of the Company (the Board). 
The Executive shall at all times keep the Board promptly and fully
informed of his conduct relating to material matters, decisions and
transactions affecting or involving the Company or any of its subsidiaries or
controlled affiliates (collectively, the Group
and each a Group Company) and
provide such explanations as Column G
may reasonably require.  Insofar as the
internal rules and regulations of the Group or the Group Companies are
applicable to the Executive, the Executive undertakes to abide by such
rules and regulations.  3.Remuneration and Benefits  Subject to the Companys policies and practices,
during the Term, the Executive shall be entitled to the following remuneration
and benefits (on a cumulative basis):  (1)Base Salary. 
The Company shall pay the Executive a base salary of
                
per year (the Annual Base Salary
or Base Salary) or
                
per month (the Monthly Salary),
less all applicable withholdings and deductions, for his employment with the
Company, subject to (a) a reasonable annual adjustment (determined by the
Board) to reflect increases in the cost of living due to inflation; and
(b) an additional adjustment as agreed by the Company and the Executive,
if the workload of the Executive  1


substantially increases
due to the business expansion of the Group. 
The Base Salary of the Executive will also be correspondingly adjusted
if the salary of all the other employees of the Group Companies is adjusted in
accordance with the then effective payroll policies of the Group
Companies.  The Base Salary shall be paid
by the Company in accordance with the Companys regularly established payroll
practices applicable to all Company employees.  (2)Benefits.  The Executive
shall be eligible to participate in the benefits generally made available by
the Company to its executives in accordance with the benefit plans established
by the Company, as the same may be amended from time to time in the Companys
sole discretion.  (3)Bonus.  The Company
shall pay the Executive an annual bonus, less all applicable withholdings and deductions
(Annual Bonus) in accordance
with the executive annual bonus plans of the Company.  Such Annual Bonus shall be determined by the
Company in its sole discretion and approved by the Board, and shall be based on
the Executives performance and the Companys financial performance in the
relevant financial year.  (4)Equity Incentives. 
The Executive may be granted share options or other equity incentives as
determined by the Company and approved by the Board.  For the avoidance of doubt, the Executive shall be
responsible for, and shall not be entitled to any claims against the Company
for, any taxes arising from any grants or awards of any share options or other
equity incentives (including the exercise of any share options).  (5)Holidays.  The Executive
shall be eligible for the holiday benefits generally made available by the
Company to its executives in accordance with the holiday policies of the
Company, as the same may be amended from time to time in the Companys sole
discretion.  (6)Insurance.  The Company
shall pay for life insurance and medical insurance policies with an
internationally recognized insurance provider (or such other insurance provider
as agreed between the Parties) for the benefit of the Executive, provided that
(a) the annual premium of all such insurance policies in any one year
shall be no more than RMB10,000 in the aggregate; (b) the beneficiaries
under the life insurance policy shall be designated by the Executive;
(c) the other terms of the insurance policies (including, but not limited
to, the type of policy and coverage) shall be reasonably satisfactory to the
Executive and (d) the Executive satisfies the eligibility requirements of
such policies.  (7)Education.  The Company
hereby agrees to pay or reimburse (as applicable) the Executive for the full
amount of tuition, other education charges, reasonable living allowances and
other reasonable costs and expenses for the Executives enrolment into any full
time or part time business studying programs with relevant universities in an  2


area relevant to the
Executives scope of work under this Agreement; provided(i) theExecutives
participation inany such study
program shall have been previously approved in writing by Column H and (ii) the Executive
shall provide reasonable supporting documentation with respect to such costs
and expenses, if requested.  (8)Expenses.  The Company
shall reimburse the Executive for reasonable and necessary business expenses
incurred by the Executive in connection with the performance of the Executives
duties and obligations as set forth herein during the Term; providedthe Executive shall provide
reasonable supporting documentation with respect to such expenses, if
requested.  (9)Indemnification. 
Subject to the advice of an appropriate human resource adviser engaged
by the Company to ascertain the scope of such indemnity, the Company shall
fully indemnify the Executive for any losses incurred in his capacity as a
director and/or officer of any of the Group Companies, if the Companys
director and officer liability insurance is inadequate to cover such losses; provided the Company shall not be
responsible for any losses caused by or attributable to the Employees gross
negligence or wilful default.  Unless otherwise agreed by the Parties and to the
extent permitted by PRC law, all of the foregoing remuneration and benefits
denominated in RMB shall be paid to such account and in RMB or any other
currency as designated by the Executive. 
Unless otherwise agreed by the Parties in writing, any conversion from
United States Dollars to Renminbi and vice versa shall be effected at the
exchange rate published by the Peoples Bank of China for the relevant period
or date (as the case may be).  4.Amendment, Termination and Discharge of
this Agreement  (1)Amendment to and Termination of the
Agreement.  This Agreement may not be modified, amended,
renewed or terminated except by an instrument in writing, signed by the
Executive and the Company.  (2)Discharge of the Agreement  (a)By Death.  This
Agreement shall be discharged automatically upon the Executives death.  In such event, the Company shall pay to the
Executives beneficiaries or estate (as the case may be) an amount equal to
eighteen (18) months of the Executives Monthly Salary, plus the full
amount of any compensation then due and payable under Section 3 hereof to
which the Executive is entitled as of the date of termination.  (b)By Disability. 
If (i) the Executive becomes eligible for the Companys long-term
disability benefits or (ii) the Executive is unable to carry out the
responsibilities and functions of the position held by the Executive by reason
of any physical or mental impairment which does not amount to an industrial
injury, as such terms is defined under applicable PRC laws, for a period of  3


more than ninety (90)
consecutive days or more than one hundred twenty (120) days in any consecutive
twelve-month period, then, to the extent permitted by law, the Company may
terminate the Executives employment.  In
the event that the Company terminates the Executives employment on grounds of
disability, the Company shall pay to the Executive an amount equal to eighteen
(18) months of the Monthly Salary, plus the full amount of any compensation
then due and payable under Section 3 hereof to which the Executive is
entitled as of the date of termination and thereafter (subject to
Section 7(6)) all obligations of the Company under this Agreement shall
cease.  In case of industrial injury, the
Company shall not terminate this Agreement (even though the Executive may not
be able to properly carry out his duties) unless the Executive agrees to
terminate this Agreement and the Company has paid to the Executive an amount
equal to eighteen (18) months of the Monthly Salary and the full amount of
any compensation then due and payable under Section 3 hereof, on the date
immediately following such termination. 
Nothing in this section shall affect the Executives rights under any
disability plan implemented by the Company in which the Executive is a
participant, if any.  (3)Early Termination by the Company. 
The Company may dismiss the Executive for cause at any time as provided
by the PRC Labor Law (Cause), or
by serving the Executive three (3) months prior written notice.  During such notice period, the Executive
shall continue to diligently perform all of the Executives duties hereunder.  In the event of dismissal without Cause, the
Executive will be eligible to receive an amount equal to the Monthly Salary
multiplied by (M + 5), where M shall mean the number of years Executive has
been employed by the Company pursuant to this Agreement, payable in full
immediately following the receipt by the Executive of such written notice.  (4)Early Termination by the Executive  (a)Termination by Executive for Good Reason. 
If the Executive selects to terminate his employment for Good Reason (as
hereinafter defined), the Executive will be eligible to receive an amount equal
to the Monthly Salary multiplied by (M + 5), where M shall mean the number of
years the Executive has been employed by the Company pursuant to this
Agreement, payable in full immediately following the Companys receipt of such
termination notice.  No Annual Bonus
shall be payable upon such termination. 
Thereafter (subject to Section 7(6)) all obligations of the Company
under this Agreement shall cease.  4


For the purpose of this Agreement, Good Reason shall
mean any of the following events if (i) the event is effected by the
Company without the consent of the Executive and (ii) such event is not
rectified within twenty (20) days by the Company to the Executives reasonable
satisfaction:  (i)a significant change in the Executives
position with the Company or a change to his duties or responsibilities which
materially reduces the Executives level of responsibility; or  (ii)the Company fails to perform this
Agreement or violates the relevant labour laws, regulations or infringes upon
any of the Executives rights or interests.  (b)Termination other than for Good Reason. 
The Executive may terminate employment with the Company at any time for
any reason other than Good Reason or for no reason at all, upon three
(3) months advance written notice. 
Upon a termination other than for Good Reason, the Executive shall be
entitled to a contribution bonus (Contribution
Bonus).  The distribution of
such Contribution Bonus and its amount shall be determined by the Company and
approved by the Board; provided
that the Contribution Bonus shall not exceed an amount equal to the Monthly
Salary multiplied by (M + 5), where M is the number of years the Executive has
been employed by the Company pursuant to the Agreement.  No Annual Bonus shall be payable upon such
termination.  During such notice period
the Executive shall continue to diligently perform all of the Executives
duties hereunder.  The Company shall have
the option, in its sole discretion, to make the Executives termination
effective at any time prior to the end of such notice period as long as the
Company pays the Executive all compensation under Section 3 hereof to
which the Executive is entitled through the last day of the three (3) month
notice period.  (c)Termination Obligations. 
The Executive agrees that on or before termination of employment, he
will promptly return to the Company all documents and materials of any nature
(including any materials in electronic form) pertaining to his work with the
Company, including all originals and copies of all or any part of any
Confidential Information along with any and all equipment and other tangible
and intangible property of the Company. 
The Executive agrees not to retain any documents or materials or copies
thereof containing any Confidential Information.  (5)If this Agreement expires in accordance
with its term without earlier termination or extension, the Executive will be
eligible to receive an amount equal to the Monthly Salary multiplied by eight
(8).  (6)Any payments made by the Company pursuant
to Section 3 or Section 4 of this Agreement shall be net of all
applicable withholdings and deductions.  5


5.Confidentiality; Non-compete:
Non-solicitation; No conflict  (1)Confidentiality Obligation. 
The Executive hereby agrees at all times during the term of his
employment and after termination, to hold in the strictest confidence, and not
to use, except for the benefit of the Group, or to disclose to any person,
corporation or other entity without written consent of the Company, any
Confidential Information.  The Executive
understands that Confidential Information means any proprietary or
confidential information of the Group, its affiliates, their clients, customers
or partners, and the Groups licensors, including, without limitation:
technical data, trade secrets, research and development information, product
plans, services, customer lists and customers (including, but not limited to,
customers of the Group on whom the Executive called or with whom the Executive
became acquainted during the term of his employment), supplier lists and
suppliers, software, developments, inventions, processes, formulas, technology,
designs, drawings, engineering, hardware configuration information, personnel
information, marketing, finances, information about the clients, customers,
suppliers, joint ventures, licensors, licensees, distributors and other persons
with whom the Group does business, information regarding the skills and
compensation of other employees of the Group or other business information
disclosed to the Executive by or obtained by the Executive from the Group, its
affiliates, or their clients, customers, suppliers or partners either directly
or indirectly in writing, orally or by drawings or observation of parts or
equipment.  Notwithstanding the
foregoing, Confidential Information shall not include information that is
common knowledge or that the Executive demonstrates was or became generally
available to the public other than as a result of a disclosure by the
Executive.  (2)Non-compete and Non-solicitation. 
In consideration of the termination compensation payable to the
Executive under Section 4, the Executive irrevocably and unconditionally
agrees with and undertakes to the Company that, he will not (i) during his
term of employment with the Company take up any executive position in any
company other than the Group Companies and will commit most of his efforts
towards the development of the business and operations of the Group and
(ii) for a period of twenty-four (24) months (or less than twenty-four
(24) months if agreed by the Board) after he ceases to be employed by any
Group Company (collectively the Non-compete
Period):  (a)either on his own account or in
conjunction with or on behalf of any person, firm or company carry on or be
employed, engaged, concerned, provide technical expertise or be interested
directly or indirectly in, any business, whether as shareholder, director,
executive, partner, agent or otherwise, that is, in the opinion of the Company
in competition (whether directly or indirectly) with any business carried on or
proposed to be carried on by the Group from time to time;  (b)either on his own account or in
conjunction with or on behalf of any other person, firm or company, solicit or
entice away or attempt to solicit or entice  6


away from the Group from
time to time, the customer of any person, firm, company or organisation who
shall at any time have been a customer, client, agent or correspondent of the
Group or in the habit of dealing with the Group; or  (c)either on his own account or in
conjunction with or on behalf of any other person, firm or company, solicit or
entice away or attempt to solicit or entice away from the Group from time to
time, any person who is an officer, manager or executive of the Group whether
or not such person would commit a breach of his contract of or employment by
reason of leaving such employment.  (d)The Executive shall be entitled to
monthly compensation in consideration of fulfilling the obligation under this
Section, in an amount equal to the Monthly Salary, for the period of the
Non-compete Period.  If the Executive fails to discharge his obligations
under this Section 5 at any time during the Non-compete Period, in
addition to any and all legal remedies that the Company is entitled to under
the applicable law, the Executive shall return to the Company such proportion
of the compensation payable to the Executive upon the termination of his
employment pursuant to Section 4 of this Agreement corresponding to the
portion of the Non-compete Period during which the Executive has failed to
discharge his non-compete obligation.  (3)No Conflict. 
The Executive represents and warrants that the Executives execution of
this Agreement, his employment with the Company, and the performance of his
proposed duties under this Agreement shall not violate any obligations he may
have to any former employer or other party, including any obligations with
respect to proprietary or confidential information or intellectual property
rights of such party.  (4)Provisions reasonable for protection of
legitimate interest.  The Parties agree that the restrictions in
Sections 5(1) and 5(2) are considered to be reasonable in all
circumstances.  Notwithstanding the
foregoing, it is agreed between the Parties that if any one or more of such
restrictions shall, either by itself or together with other restrictions, be
adjudged to go beyond what is reasonable in all the circumstances for the
protection of the legitimate interest of any Group Company from time to time,
but would be adjudged reasonable if any particular restriction or restrictions
were deleted or if any part or parts of the wording thereof were deleted,
restricted or limited in any particular manner then the restrictions shall
apply with such deletions, restrictions or limitations, as the case may be.  6.Intellectual Property  The Executive further agrees with and undertakes to
the Company that:  (a)he will not divulge, use (other than for
the purpose and benefit of the Group) or infringe the trade marks, logos,
inventions, know-how, technology, proprietary  7


information and other
intellectual property rights of the Group Companies; and  (b)all trade marks, logos, inventions,
know-how, technology, proprietary information and other intellectual property
rights developed, acquired or filed by the Executives in the course of his work
or employment shall belong solely to the Group Company.  The Executive agrees he will, upon demand by
the Company, execute any documents reasonably necessary to transfer any such
intellectual property rights to the Company.  7.General Provisions  (1)Effectiveness. 
This Agreement shall come into effect when it is signed by the Parties.  (2)Entire Agreement. 
This Agreement, including the exhibits attached hereto (if any),
constitutes the full and complete understanding of the Parties hereto and
supersedes any previous agreements between the Executive and any Group Company.  (3)Continuing Obligations. 
The obligations in this Agreement will continue in the event that the
Executive is hired, renders services to or for the benefit of or is otherwise
retained at any time by any present or future Affiliates of the Company.  Any reference to the Company in this
Agreement will include such Affiliates. 
Upon the expiration or termination for any reason whatsoever of this
Agreement, the Executive shall forthwith resign from any employment of office
with the Company and all Affiliates of the Company unless the Board requests
otherwise.  In this Agreement, Affiliate
shall mean (a) in relation to any individual, the immediate family of such
individual or any entity controlled by the individual, where control shall
mean the power to direct the management and policies or appoint or remove
members of the board of directors or other governing body of the entity,
directly or indirectly, whether through the ownership of voting securities,
contract or otherwise, and controlled shall be construed accordingly;
(b) in relation to any legal person, a company which is for the time being
a holding company of such legal person, or a subsidiary or controlled affiliate
of such legal person or of such holding company.  (4)Governing Law and Dispute Resolution. 
The execution, validity, interpretation and performance of and
resolution of disputes under this Agreement shall be governed by and construed
in accordance with the officially published and publicly available laws of the
PRC.  When the officially published and
publicly available laws of the PRC do not apply to any particular matter,
international legal principles and practices shall apply.  Any disputes or claims relating to this Agreement or
the interpretation, breach, termination or validity hereof shall be resolved
through friendly consultations, commencing upon written notice given by one
Party to the other Party of the existence of such a claim or dispute.  If the dispute or claim cannot be resolved
after thirty (30) days of such notice, either Party may request
arbitration by a labor dispute arbitration committee established in accordance
with the Labor Law of the PRC.  If  8


either Party disagrees with the arbitral award of the
labor dispute arbitration committee, such Party may institute legal proceedings
with the authorized peoples court within 15 days after notification of the
arbitral award.  (5)Assignability. 
The terms of this Agreement will remain in effect and shall be binding
upon any successor in interest including any entity with which the Company may
merge or consolidate or to which all or substantially all of its assets may be
transferred.  A reference to the Company
shall include its successors.  Except as
set forth in the preceding sentence, this Agreement may not be assigned by a
Party to any third party, without the prior consent of the other Party.  (6)Survival.  The Parties
obligations under Sections 5 and 6 hereof shall survive and continue in
effect after the termination of this Agreement, whatever the reason for such
termination.  (7)Notices.  Notices under this Agreement shall be given in writing
to the relevant Party at the address stated herein (or to such other address as
it shall have notified the other Party previously in writing).  to the Company at:  c/o Beijing Pypo
Technology Group Company Limited South 3/F, Chang An Xing Rong
Center No.1 Naoshikou Street Xicheng District Beijing 100031 China  to the Executive at:  [Signature
pages follow.]  9


IN WITNESS WHEREOF, the undersigned has hereunto
caused this Agreement to be executed as of the day and year first above
written.  COMPANYColumn BBy:Title:  [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE FOR EXECUTIVE FOLLOWS]


IN WITNESS WHEREOF, the undersigned has hereunto
caused this Agreement to be executed as of the day and year first above
written.  EXECUTIVE  [REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK]


Schedule  Column A
  
  Column B
  
  Column C
  
  Column D
  
  Column E
  
  Column F
  
  Column G
  
  Column H1.
  
  September 5, 2008
  
  Pypo Digital Company
  Limited
  
  Kuo Zhang
  
  Chairman of the Board
  of Directors
  
  July 9, 2009
  
  Three years
  
  The Board or the Chief
  Executive Officer
  
  The Board2.
  
  September 5, 2008
  
  Pypo Digital Company
  Limited
  
  Dongping Fei
  
  Chief Executive Officer
  
  July 9, 2009
  
  Three years
  
  The Board
  
  The Board3.
  
  September 5, 2008
  
  Beijing Funtalk Century
  Technology Group Company Limited
  
  Hengyang Zhou
  
  Executive Vice
  President of the Company and President of Distribution Sector
  
  July 9, 2009
  
  Three years
  
  The Board or the Chief
  Executive Officer
  
  The Chief Executive
  Officer4.
  
  September 5, 2008
  
  Beijing Funtalk Century
  Technology Group Company Limited
  
  Francis Kwok Cheong Wan
  
  Vice President of the
  Company and President of E-Commerce Sector
  
  July 9, 2009
  
  Three years
  
  The Chief Executive
  Officer
  
  The Chief Executive
  Officer5.
  
  July 10, 2009
  
  Funtalk China Holdings
  Limited
  
  Bernard J. Tanenbaum
  III
  
  Senior Vice President
  
  July 1, 2009
  
  End on March 31,
  2012
  
  The Chief Executive
  Officer
  
  N/A6.
  
  June 30, 2010
  
  Funtalk China Holdings
  Limited
  
  Clement Kwong
  
  Senior Vice President
  
  June 30, 2010
  
  One year
  
  The Chief Executive
  Officer
  
  The Chief Executive Officer7.
  
  June 30, 2010
  
  Funtalk China Holdings
  Limited
  
  Kim Chuan (Jackie)
  Leong
  
  Chief Financial Officer
  
  June 30, 2010
  
  One year
  
  The Board
  
  The Board