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                                                                    Exhibit 10.8

                             DATED 26 September 2003
                             -----------------------


                          TOM.COM INTERNATIONAL LIMITED


                                       and


                                 TOM ONLINE INC.


                        --------------------------------

                        ON-LINE MEDIA SERVICES AGREEMENT

                        --------------------------------

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THIS AGREEMENT is made on the 26th day of September 2003

BETWEEN:

(1)  TOM.COM INTERNATIONAL LIMITED, a company incorporated in Hong Kong and
     having its registered address and correspondence address at 48/th/ Floor,
     The Center, 99 Queen's Road Central, Central, Hong Kong ("TOM"); and

(2)  TOM ONLINE INC., a company incorporated in the Cayman Islands and having
     its registered address/ correspondence address at P.O. Box 309 Ugland
     House, South Church Street, George Town, Grand Cayman, Cayman Islands,
     British West Indies ("Company").

WHEREAS:

(A)  As at the Commencement Date (as hereinafter defined), the Matrix Group (as
     hereinafter defined) is/was engaged in the businesses of, inter alia,
     online advertising and mobile communication infotainment.

(B)  TOM wishes to engage the Company to provide, and the Company has agreed to
     provide and/or procure other members of the Matrix Group to provide,
     certain goods and services upon the terms and subject to the conditions
     hereinafter set out.

IT IS HEREBY AGREED as follows:

1.   DEFINITIONS AND INTERPRETATION
     ------------------------------

1.1  The words and expressions set out below shall, unless the context otherwise
     requires, have the meanings attributed to them below:

     "Agreement"
     this agreement including its schedule, as the same may be amended or
     supplemented from time to time;

     "business day"
     a day on which banks in Hong Kong are open for business (excluding
     Saturday and Sunday);

     "Commencement Date"
     Date of this Agreement;

     "Fee"
     the fee payable by the relevant members of the Matrix Group to the
     relevant members of the TOM Group for the provision of the Goods and
     Services hereunder and in the manner as more particularly referred to in
     Clause 3;

     "Goods and Services"
     such goods and/or services provided or to be provided by any member of the
     Matrix Group to any member of the TOM Group from time to time as referred
     to in Clause 2 and set out in the Schedule in connection

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     with the management and operation of the business of such relevant member
     of the TOM Group;

     "holding company"
     has the same meaning as ascribed to such expression in section 2 of the
     Companies Ordinance (Chapter 32 of the Laws of Hong Kong);

     "Hong Kong"
     the Hong Kong Special Administrative Region of the People's Republic of
     China;

     "Matrix Group"
     the Company and its subsidiaries from time to time;

     "Parties"
     the Parties to this Agreement and "Party" means either of them;

     "subsidiary"
     has the same meaning as ascribed to such expression in section 2 of the
     Companies Ordinance (Chapter 32 of the Laws of Hong Kong);

     "TOM.COM"
     TOM.COM LIMITED; and

     "TOM Group"
     TOM.COM and its subsidiaries from time to time.

1.2  Clause headings in this Agreement are for ease of reference only and shall
     not affect the interpretation or construction of this Agreement.

1.3  References in this Agreement to Clauses, Recitals and Schedule are to
     clauses and recitals of, and schedule to, this Agreement unless the context
     requires otherwise and the Recitals and the Schedule shall form part of
     this Agreement.

1.4  Words denoting one gender shall include any gender and vice versa, words
     denoting individuals shall include bodies corporate and unincorporated
     associations, words denoting the singular number shall include the plural
     and vice versa.

1.5  References to any person shall include references to any individual,
     company, body corporate, association, partnership, firm, joint venture,
     trust and governmental agency.

1.6  Reference to any legislation or subsidiary legislation includes a reference
     to that legislation or subsidiary legislation as from time to time amended,
     extended or re-enacted.

2.   PROVISION OF GOODS AND SERVICES
     -------------------------------

2.1  Subject to the terms and conditions herein contained, TOM hereby appoints
     the Company and the Company hereby agrees, to provide and/or procure the
     provision of the Goods and Services to the TOM Group on a non-exclusive
     basis and on such terms and conditions as may be separately determined and
     agreed by any member of the TOM Group and any member of the Matrix Group on
     and with respect to each separate individual transaction as may from time
     to time be entered into between such relevant

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     members of the TOM Group and Matrix Group during the Term (as defined
     under Clause 4 below).

2.2  In fulfilling the Company's obligations under this Agreement, TOM
     acknowledges and agrees that the Company may, from time to time:

     (a)  use or procure any member of the Matrix Group to provide the Goods and
          Services, provided that such member shall be required to render such
          Goods and Services in accordance with all the terms and conditions of
          this Agreement and the relevant agreements entered into by such
          relevant members of the TOM Group and the Matrix Group ("Separate
          Agreement") and the Fee payable shall be determined in accordance with
          Clause 3 below; and

     (b)  subject to the prior written consent of the relevant members of the
          TOM Group (which consent shall not be unreasonably withheld or
          delayed), the Company may engage third party sub-contractor(s) to
          provide of all or any part of the Goods and Services to members of the
          Matrix Group provided that all fees payable to such third party
          con-contractor(s) in respect thereof shall be reimbursed by the
          relevant member of the TOM Group to the Company or other relevant
          member(s) of the Matrix Group on a cost basis.

3.   FEE
     ---

     The Parties agree that the Fee for the Goods and Services provided shall be
     separately determined and agreed between such member of the Matrix Group
     who provides the relevant Goods and Services and such member of the TOM
     Group who requested the said Goods and Services prior to their entering
     into each of such transaction provided that the Fee shall be, in any event,
     settled by the relevant member of the TOM Group within 30 days after
     receipt of a written invoice from the relevant member of the Matrix Group
     relating to the Goods and Services provided for the relevant period agreed
     between the relevant members of the TOM Group and the Matrix Group and that
     the Fee shall be calculated with reference to the market rate for the
     provision of the Goods and Services.

4.   DURATION
     --------

     The term of this Agreement ("Term") shall be deemed to have commenced on
     the Commencement Date and remain effective until December 31, 2006, unless
     terminated earlier in accordance with Clause 8.

5.   CONDITIONS PRECEDENT
     --------------------

     Notwithstanding anything contained herein, this Agreement is conditional
     upon the approval of the independent shareholders of TOM.COM Limited
     ("TOM") and/or the Company (if required) in respect of the transactions
     contemplated herein having been obtained.

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6.   UNDERTAKINGS, REPRESENTATIONS AND WARRANTIES
     --------------------------------------------

6.1  Each of TOM and the Company hereby represents and warrants to each other,
     which representations and warranties shall survive the execution and
     delivery of this Agreement and the carrying out of the transactions herein
     contemplated, as follows:

     (a)  it is a limited company duly incorporated, validly existing and in
          good standing under the laws of its country of incorporation; and

     (b)  it has all the requisite power and capacity to enter into and perform
          its obligations under this Agreement. This Agreement and all documents
          and instruments executed pursuant hereto are, and when delivered will
          be, valid and legally binding obligations of TOM or the Company and
          that the execution, performance and implementation of this Agreement
          and the matters contemplated hereby has been duly authorized by all
          necessary corporate action and this Agreement has been duly executed
          by TOM or the Company (as the case may be).

6.2  The Company hereby undertakes with TOM that it will use due care and
     diligence in providing the Goods and Services to the TOM Group.

7.   INDEMNITY
     ---------

7.1  The Company shall fully indemnify and keep indemnified the TOM Group, its
     employees or agents ("TOM Indemnified Persons") from and against all
     claims, damages, costs, liabilities, losses and expenses which any of the
     TOM Indemnified Persons may incur, suffer or sustain as a result of or in
     connection with any breach, wilful default, misconduct, negligence or
     omission on the part of Matrix Indemnified Persons (as hereinafter defined)
     in the performance of the obligations of the Company hereunder except to
     the extent that such claims, damages, costs, liabilities, losses and
     expenses shall be incurred, suffered or sustained as a result of or in
     connection with, whether directly or indirectly, the wilful default,
     misconduct, gross negligence or omission on the part of any of the TOM
     Indemnified Persons in the performance of the obligations of TOM hereunder.
     In the event that any action, suit or proceeding is brought against any of
     the TOM Indemnified Persons with respect to which the Company may have
     liability under any indemnity contained herein, the Company shall have the
     right, at its sole cost and expense, to defend such action in the name and
     on behalf of any of the TOM Indemnified Persons and in connection with any
     such action, suit or proceeding, the Parties hereto agree to render to each
     other such assistance as may reasonably be required in order to ensure the
     proper and adequate defence of any such action, suit or proceeding.

7.2  TOM shall fully indemnify and keep indemnified the Matrix Group, its
     employees or agents ("Matrix Indemnified Persons") from and against all
     claims, damages, costs, liabilities, losses and expenses which any of
     Matrix Indemnified Persons may incur, suffer or sustain as a result of or
     in connection with any breach, wilful default, misconduct, negligence or
     omission an the part of any of the TOM Indemnified Persons

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     in the performance of the obligations of TOM hereunder except to the extent
     that such claims, damages, costs, liabilities, losses and expenses shall be
     incurred, suffered or sustained as a result of or in connection with,
     whether directly or indirectly, the wilful default, misconduct, gross
     negligence or omission on the part of any of the Matrix Indemnified Persons
     in the performance of the obligations of the Company hereunder. In the
     event that any action, suit or proceeding is brought against the TOM or
     Matrix Indemnified Persons with respect to which TOM may have liability
     under any indemnity contained herein, TOM shall have the right, at its sole
     cost and expense, to defend such action in the name and on behalf of any of
     the Matrix Indemnified Persons and in connection with any such action suit
     or proceeding, the Parties hereto agree to render to each other such
     assistance as may reasonably be required in order to ensure the proper and
     adequate defence of any such action, suit or proceeding.

7.3  Notwithstanding anything to the contrary contained herein, neither Party
     shall have any liability with respect to, and shall not be obligated to
     indemnify or hold harmless the TOM Indemnified Persons or the Matrix
     Indemnified Persons (as the case may be) from or against any losses and
     expenses for special, incidental, indirect or consequential damages arising
     out of or otherwise in respect of this Agreement or the activities
     contemplated under this Agreement.

8.   TERMINATION
     -----------

8.1  Without prejudice to the generality of the provisions of Clause 8.2, either
     Party shall be entitled to terminate this Agreement without penalty by
     giving not less than three months' advance written notice to the
     non-terminating Party.

8.2  Either Party shall be entitled to terminate this Agreement at any time
     forthwith by written notice to the other if:

     (a)  that other Party is guilty of any breach, non-observance or
          non-performance of any of its obligations hereunder which is material
          in the context of this Agreement and, in the case of a breach capable
          of remedy, fails to remedy the same within 60 days after receipt of a
          written notice giving full particulars of the breach and requiring it
          to be remedied;

     (b)  an encumbrancer takes possession or a receiver is compulsorily
          appointed over any of the property or assets of that other Party;

     (c)  that other Party makes any voluntary arrangement with its creditors or
          becomes subject to an administration order;

     (d)  that other Party goes into liquidation (except for the purposes of
          amalgamation or reconstruction and in such manner that the company
          resulting therefrom effectively agrees to be bound by or assume the
          obligations imposed on that other Party under this Agreement); or

     (e)  anything having a substantially similar effect to any of the events
          specified in Clauses 8.2(b) to 8.2(d) inclusive occurs in relation to
          that other Party under the laws of any jurisdiction.

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9.   EFFECT OF TERMINATION
     ---------------------

9.1  Unless otherwise agreed, upon termination or expiry of this Agreement and
     subject to any express provisions to the contrary in this Agreement and the
     relevant Separate Agreement,

     (a)  within 30 days of the date of termination or expiry of this Agreement,
          the Company and/or (as the case may be) the relevant member of the
          Matrix Group shall render a final invoice to TOM and/or (as the case
          may be) the relevant member of the TOM Group for the provision of
          Goods and Services; and

     (b)  within 30 days after the date of the said invoice, TOM and/or (as the
          case may be) the relevant member of the TOM Group shall pay the
          Company and/or (as the case may be) the relevant member of the Matrix
          Group all sums in respect of which TOM and/or (as the case may be) the
          relevant member of the TOM Group shall be liable hereunder to the
          Company and/or (as the case may be) the relevant member of the Matrix
          Group.

9.2  Termination of this Agreement under Clause 8 shall not affect any right of
     the Company and/or the relevant member of the Matrix Group to receive
     payment of amounts accrued prior to termination or affect the rights or
     liabilities hereunder arising out of any antecedent breach of this
     Agreement or any right or remedy, at law or in equity, of either Party in
     respect of any breach of the other Party of its obligations hereunder.

10.  CONFIDENTIALITY
     ---------------

10.1 Each Party undertakes that it shall not reveal, and shall cause its
     shareholders, directors, senior executives, employees and agents not to
     reveal, to any third Party any information concerning the transactions
     contemplated hereunder and/or the contents hereof (collectively,
     "Confidential Information") without the prior written approval of the other
     Party hereto.

10.2 Nothing in this Clause 10 shall prevent a Party hereto from using or
     disclosing any Confidential Information which: (a) is already known by such
     Party at the time it is disclosed to it; (b) has been rightfully received
     by such Party from a third Party without a breach of an obligation of
     confidentiality; (c) is in the public domain through no wrongful act of
     such Party; (d) is independently developed by such Party without use,
     directly or indirectly, of the Confidential Information; or (e) is required
     to be disclosed by applicable law, regulation or legal process or by
     judicial order.

10.3 Notwithstanding anything contained in this Agreement, the Company
     acknowledges and agrees that TOM.COM may be required by law or any
     competent regulatory body (including but without limitation The Stock
     Exchange of Hong Kong Limited and the Securities and Futures Commission) to
     issue announcements or issue circulars relating to this Agreement or
     matters contemplated under this Agreement. The Company acknowledges and
     agrees that TOM.COM may make the said announcements, circulars

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     and/or press releases relating to this Agreement or matters contemplated
     under this Agreement on or after the date of this Agreement.

11.  FURTHER ASSURANCE
     -----------------

     Each of the Company and TOM hereby agrees to do all reasonable acts, deeds,
     matter and things and sign and execute all applications, agreements,
     documents or deeds necessary for or connected with the implementation of
     the terms and conditions of this Agreement in so far as such acts, deeds,
     matters and things are required by and wherever are so required by the
     other Party to give effect to the spirit and intent of this Agreement.

12.  SEVERABILITY
     ------------

     If any provision of this Agreement shall be held unenforceable or invalid
     by any court of competent jurisdiction, such holding, if not inconsistent
     with the Parties' principal understanding shall not affect the
     enforceability or validity of the remainder of the provisions of this
     Agreement. To the extent permitted by applicable law, each Party hereby
     waives any provision of law which would otherwise render any provision of
     this Agreement unenforceable or invalid.

13.  ENTIRE AGREEMENT
     ----------------

     This Agreement sets forth the entire agreement and understanding between
     the Parties inter se in connection with the matters referred to in this
     Agreement and cancels all previous letters of intent, correspondence,
     understanding, arrangements, agreements and undertakings (if any) between
     the Parties or any of them with respect to such matters referred to herein,
     whether written or oral.

14.  SUCCESSORS AND ASSIGNS
     ----------------------

     This Agreement may not be assigned or otherwise transferred by any Party
     without the prior written consent of the other Party. This Agreement shall
     be binding upon each Party's successors and permitted assigns.

15.  NOTICES
     -------

15.1 Any notice or other communication given or to be given pursuant to this
     Agreement shall be in writing sent or delivered to the Party at the address
     as set out below or as may be notified by such Party to the other:

     To TOM:

     Address       :    48/th/ Floor, The Center, 99 Queen's Road
                        Central, Hong Kong
     Attention     :    Company Secretary

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     Fax no.       :    (852) 2189 7446

     To the Company:

     Address       :
     Attention     :
     Fax no.       :

15.2 Any notice or other communication shall be deemed to have been received if
     sent by facsimile, on the date of transmission, or if delivered personally,
     when delivered, or if sent by post, 7 days if overseas and 48 hours if
     local after the date of posting.

15.3 Reference in Clause 15.1 to writing shall include a notice or communication
     by facsimile.

16.  AMENDMENT
     ---------

     This Agreement shall not be amended, modified, varied or supplemented
     except in writing signed by the Parties hereto.

17.  WAIVER
     ------

     No failure or delay on the part of either Party hereto to exercise any
     right or remedy under this Agreement shall be construed or operate as a
     waiver thereof nor shall any single or partial exercise of any right or
     remedy as the case may be.

18.  EXECUTION AND COUNTERPARTS
     --------------------------

     This Agreement may be executed in one or more counterparts each of which
     shall be binding on each Party by whom or on whose behalf it is so
     executed, but which together shall constitute a single instrument. For the
     avoidance of doubt this Agreement shall not be binding on any Party hereto
     unless and until it shall have been executed by or on behalf of all persons
     expressed to be Party hereto.

19.  GOVERNING LAW AND JURISDICTION
     ------------------------------

19.1 This Agreement shall be governed by and construed in all respects in
     accordance with the laws of Hong Kong.

19.2 Each Party hereto irrevocably agrees that the courts of Hong Kong shall
     have jurisdiction to hear and determine any suit, action or proceeding, and
     to settle and disputes which may arise out of or in connection with this
     Agreement.

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                                    SCHEDULE
                                    --------

                               GOODS AND SERVICES
                               ------------------

1.   Content.

2.   Mobile communication infotainment services or related telecommunication
     services.

3.   Website development maintenance and hosting services.

4.   Provision of online advertising services and other related online services.

5.   Any other services as may from time to time be agreed by the parties
     hereto.


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IN WITNESS whereof the Parties have executed this Agreement the date first above
written.


SIGNED by Tommei Tong           )
for and on behalf of            )
TOM.COM INTERNATIONAL LIMITED   )
in the presence of:             )
                                )


SIGNED by Tommei Tong           )
for and on behalf of            )
TOM ONLINE INC.                 )
in the presence of:             )
                                )


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