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                                                                    EXHIBIT 4.54

                               OPERATING AGREEMENT

This Operating Agreement ("Agreement") is entered into on the day of October16,
2006 (the "Effective Date") in Shanghai, the People's Republic of China (the
"PRC"), among the following parties:

PARTY A:          Linktone Consulting Ltd. Shanghai
ADDRESS:          5/F, No. 689 Beijing Dong Road, Huangpu District, Shanghai

PARTY B:          Shanghai Weilan Computer Co.Ltd.
ADDRESS:          No.558 Dazhi West Road, Malu Town Jiading District

PARTY C:          Wang Wenlei
IDENTITY CARD NO: 310109197303083227
ADDRESS:          Room 502, No.50 Lane 471, Miyun Road, Hongkou District,
                  Shanghai

PARTY D:          Yao Baoxin
IDENTITY CARD NO: 310102197403263220
ADDRESS:          Room 402, No.108, the 8th Community of Sitang, Baoshan
                  District, Shanghai

WHEREAS:

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

2.   Party B is a wholly domestic-owned company registered in the PRC.

3.   Party A has established a business relationship with Party B by entering
     into Exclusive Technical Consulting and Services Agreement;

4.   Pursuant to Exclusive Technical Consulting and Services Agreement between
     Party A and Party B, Party B shall pay a certain amount of money to Party
     A. However, the relevant payables have not been paid yet and the daily
     operation of Party B will have a material effect on its capacity to pay the
     payables to Party A.

5.   Party C is a shareholder of Party B who owns 50% equity in Party B.

6.   Party D is a shareholder of Party B who owns 50% equity in Party B.

7.   Party A, Party B, Party C, and Party D agree to further clarify matters
     relating to the operation of Party B pursuant to provisions herein.

     NOW THEREFORE, Party A, Party B, Party C and Party D through mutual
     negotiations hereby agree as follows:


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1.   In order to ensure Party B's normal operation, Party A agrees, subject to
     Party B's satisfaction of the relevant provisions herein, to act as the
     guarantor for Party B in the contracts, agreements or transactions in
     association with Party B's operation between Party B and any other third
     party and to provide full guarantee for Party B in performing such
     contracts, agreements or transactions. Party B agrees to mortgage the
     receivables of its operation and the company's whole asset to Party A as a
     counter guarantee. Pursuant to the above guarantee arrangement, Party A, as
     the guarantor for Party B, shall respectively enter into written guarantee
     contracts with Party B's counter parties to assume the guarantee liability.

2.   In consideration of the requirement of Article 1 herein and to ensure the
     performance of the various operation agreements between Party A and Party B
     and to ensure the payment of the various payables by Party B to Party A,
     Party B together with its shareholders Party C and Party D, hereby jointly
     agree that Party B shall not conduct any transaction which may materially
     affect its assets, obligations, rights or the company's operation unless
     the obtainment of a prior written consent from Party A or Party A's
     Affiliates, including without limitations to the following contents:

     2.1 To borrow money from any third party or assume any debt;

     2.2 To sell to any third party or acquire from any third party any assets
     or rights, including without limitations to any intellectual property
     rights;

     2.3 To provide real guarantee for any third party with its assets or
     intellectual property rights;

     2.4 To assign to any third party the agreements entered into by it.

3.   In order to ensure the performance of the various operation agreements
     between Party A and Party B and to ensure the payment of the various
     payables by Party B to Party A, Party B together with its shareholders
     Party C and Party D hereby jointly agree to accept the provision of the
     corporate policies and guidance by Party A at no time in respects of
     appointment and dismissal of the company's employees, the company's daily
     operation administration and the company's financial administrative system.

4.   Party B together with its shareholders Party C and Party D hereby jointly
     agree that Party B, Party C and Party D shall only appoint the personnel
     recommended by Party A as the directors of Party B, and Party B shall
     engage Party A's high ranking officers or any other candidate recommended
     by Party A as Party B's General Manager, Chief Financial Officer, and other
     high ranking officers. If any of the above officers leaves or is fired by
     Party A, he or she will lose the qualification to undertake any positions
     in Party B and Party B, Party C and Party D shall appoint other high
     officers of Party


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     A recommended by Party A to undertake such position.

     Party C and Party D hereby agree that, at the time of execution of this
     Agreement, they will sign a power of attorney under which at the
     shareholder's meeting of Party B person(s) designated by Party A is
     authorized to exercise all shareholder voting rights enjoyed by Party C and
     Party D that are given by law and the articles of associations of Party B.

5.   Party B together with its shareholders Party C and Party D hereby jointly
     agree and confirm that except the stipulation set forth in Article 1
     herein, Party B shall seek a guarantee from Party A first if Party B needs
     any guarantee for its performance of any contract or loan of working
     capital in the course of operation. In this case, Party A shall have the
     right but not the obligation to provide appropriate guarantee to Party B on
     its own discretion. If Party A decides not to provide such guarantee, Party
     A shall issue a written notice to Party B immediately and Party B shall
     seek a guarantee from other third party.

6.   In the event that any of the agreements between Party A and Party B
     terminates or expires, Party A shall have the right but not the obligation
     to terminate all agreements between Party A and Party B including without
     limitation to Exclusive Technical Consulting and Services Agreement.

7.   Any amendment and supplement of this Agreement shall be in a written form.
     The amendment and supplement after being duly executed by each Party shall
     be part of this Agreement and shall have the same legal effect as this
     Agreement.

8.   This Agreement shall be governed by and construed in accordance with the
     PRC law.

9.   Dispute Resolution

     The parties shall strive to settle any dispute arising from the
     interpretation or performance, or 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 ("CIETAC") for arbitration in
     accordance with the current rules of CIETAC. The arbitration proceedings
     shall take place in Shanghai and shall be conducted in Chinese. The
     arbitration award shall be final and binding upon the parties.

10.  Notice

     Any notice which is given by the parties hereto for the purpose of
     performing the rights, duties and obligations hereunder shall be in
     writing. Where such notice is delivered personally, the time of notice is
     the time when such notice actually reaches the addressee; where such notice
     is transmitted by telex or facsimile, the notice time


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     is the time when such notice is transmitted. If such notice does not reach
     the addressee on business date or reaches the addressee after the business
     time, the next business day following such day is the date of notice. The
     delivery place is the address first written above of the parties hereto or
     the address advised in writing from time to time. The writing form includes
     facsimile and telex.

11.  This Agreement shall be executed by each party or a duly authorized
     representative of each party as of the Effective Date first written above
     and become effective simultaneously. The term of this agreement is ten
     years unless early termination occurs in accordance with the relevant
     provisions herein. This Agreement may be renewed only upon Party A's
     written confirmation prior to the term of this Agreement expires. The
     renewed term shall be determined by the Parties hereto through mutual
     agreement.

12.  This Agreement shall be terminated on the expiring date unless it is
     renewed in accordance with the relevant provision herein. During the valid
     term of this Agreement, Party B, Party C and Party D shall not terminate
     this Agreement unless the occurrence of Party A's gross negligence, fraud,
     breach of law or bankruptcy. Notwithstanding the above stipulation, Party A
     shall have the right to terminate this Agreement at any time by issuing a
     written notice thirty days in advance to Party B, Party C and Party D.

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


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PARTY A: Linktone Consulting Ltd. Shanghai


                [seal]

Authorized Representative:
Name:
      -------------------------------
Title:
       ------------------------------
Date:
      -------------------------------


PARTY B: Shanghai Weilan Computer Co., Ltd.


                [seal]

Authorized Representative:
Name:
      -------------------------------
Title:
       ------------------------------
Date:
      -------------------------------


PARTY C: Wang Wenlei


             [signature]
-------------------------------------
Date:
      -------------------------------


PARTY D: Yao Baoxin


             [signature]
-------------------------------------
Date:
      -------------------------------


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