Exhibit 10.42
**Agreement on Technical Cooperation**
     This Agreement is made and entered into this day of September 28, 2003 byand between **Beijing New Media Information Technology Co., Ltd**(“Party A”) withits principle address at #A1, Wanquanzhuang, Haidian District, Beijing, PRC and**Guangzhou Media Message Technologies, Inc.**(“Party B”) with its principleaddress at Floor 11, Tian He Business Building No. 8 Zhong Shan Av. W.Guangzhou, PRC.
     Whereas:
(1) Party A is a limited liability company incorporated in Beijing andexisting under the laws of PRC engaged in technology development ofcomputer internet and the technical service business; (2) Party B is a limited liability company registered in Guangzhou, PRCengaged in the business of mobile value-added telecommunication service,internet information service and internet web advertising service; (3) For the purpose of business operation, Party B decides to employ Party Aas its technical service provider to provide relevant technical servicesto Party B, and Party A agrees to provide Party B with the correspondingtechnical services according to and subject to the provisions of thisAgreement;
     NOW, THEREFORE, in consideration of covenants and agreement hereincontained through friendly consultation, the parties hereby agree as follows:
**1.** **Definition and Interpretation** 1.1 In this agreement unless it is specifically provided, the following terms shallhave the corresponding meanings of:
 (a) Technical secret: means the unpublished necessary technicalinformation and documents including technical information, technicalspecification, design, installation, testing, implementation,maintenance equipment and software requirement owned by either partyand provide to another party during cooperation period of thisagreement  (b) Program design: means the required software system explanation,description which presented and confirmed in words or diagrams basedon the project objectives of both parties and the conditions forachieving system objectives.
**2.** **Cooperation content and mode** 2.1 Party A holds the proprietorship of the following products includingfeichangnannv, dafuweng, guaiguaizhumi and authorizes party B to providerelevant services to users using the above products.
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2.2 Party A shall update and maintain software based on Party B’s applicationof the software to ensure normal operation of the products. **3.** **Cooperation Fees and Payment** 3.1 Ratio of cooperation fee: Both parties share the revenues generated fromproducts as described in clause 2.1. Each party shares 50% of therevenues, after deducting the fees paid to mobile operators, generated byindividual product by Party B. 3.2 Payment method: Party B shall provide Party A with revenue report of theproducts every month. For the fees as described above paid by Party B toParty A, Party A shall issue corresponding invoices to Party B. **4.** **Commercial secrets and Intellectual Property Rights** 4.1 The parties confirm hereby that Party A shall own the copy rights or anyother legal authorizations of the cooperation contents rendered by itselfto Party B under this agreement and Party B, entitled to the right to usesuch contents only, if intending to make any modification to such content,shall propose specific solutions for modification, upgrade or conversion,which shall be then implemented by Party A. 4.2 Either shall keep any and all commercial secrets of the other partyobtained during the cooperation or from any other channel extremelyconfidential and shall not disclose such secrets to any third partywithout earlier written consent from the other party. 4.3 Unless otherwise regulated by this agreement, either party shall not useor copy the other party’s trade mark, logo, commercial data, educationalmaterials, technical references and any other documents without earlierwritten consent from the other party. **5.** **Representation and Warranty** 5.1 Either party makes the following representations, statements andwarranties to the other party:
 (a) Be an independent legal entity that has been establishedand in existence by the operation of laws;  (b) Have qualifications and capacity to undertake thecooperation project specified under this agreement that is withinits registered business scope;  (c) Have fully authorized its representative to sign thisagreement;  (d) Have competence to perform all its obligations under thisagreement and violate no limitations of any legal document bindingit thereto in executing such obligations.
5.2 Party B guarantees as follows:
 (a) All information provided to Party B to be genuine,accurate and legal without infringing any legal right and interestof any third party;
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 (b) Responsible for settlement of any dispute arising fromits breach of the above-said warranties;
 (c) Liable for indemnification in full amount for any and alllosses incurred to Party A resulted from its breach of theaforesaid warranties.
5.3 Party A shall compensate Party B in full amount for its any and alllosses caused by Party A’s violation of its warranties hereinabove. **6.** **Force Majeure** 6.1 “Force Majeure” shall mean any event out of the parties’ reasonablecontrol, non-foreseeable, or unavoidable even has been foreseen and suchevent hinders, affects or delays any party’s performance of all or part ofhis obligations according to this Agreement, including, but not limit to,government’s acts, natural disasters, war, hacker attack or any othersimilar events. 6.2 The party suffering from Force Majeure should notify the other party thecircumstances of event of force majeure using the fastest mode. 6.3 The party suffering from Force Majeure may suspend performing itsrelevant obligations under this Agreement that cannot be performed due toForce Majeure till the effect of Force Majeure is eliminated withoutbearing any liability for breach of this Agreement. The suffering partyfrom Force Majeure shall provide the other party with legal certificationsof such event issued by the notary office (or other proper agency) of thearea where the event occurs, which if fails, the other party may requestthe suffering party to bear any liability for breach according to theprovisions of this Agreement. 6.4 However, such party shall exert its best efforts to overcome such eventand reduce its negative effects to the minimum. The party who do notperform its duties to minimize the negative effects of the event shall beresponsible and liable for the additional loss incurred thereafter. 6.5 If any non-performance of any obligations under this agreement due to theevent of force majeure continues and exceeds fifteen (15) days oraccumulates over thirty (30) days, both parties shall through friendlyconsultation to reach consent of continue performance of this agreement.If no consent is reached, either party shall have the right to terminatethe contract prior to expiration. **7.** **Effectiveness, Modification and Termination** 7.1 This Agreement shall become effective on the date of its being signed andsealed by the authorized representatives of both parties and shallcontinue in force for a period of one (1) year. Both party can throughconsultation sign a supplementary agreement or renew the agreement. 7.2 In case any party breaches or defaults the performance of any of theprovisions of this Agreement, and such breach or default is not curedwithin seven (7) days after the date of
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notice by the other party advising the occurrence and existence of suchbreach and demanding the performance, the other party shall have the rightto immediately terminate this Agreement upon a notice to the breach party.
7.2 Earlier termination of this Agreement shall not release either party fromperforming its rights and obligation that has come into existence prior tosuch termination. **8.** **Confidentiality** 8.1 Other than merely use all technology know-how, business secret andinformation (hereinafter referred to as the “Confidential Information”) ofthe other party obtaining through signing or performing this Agreement forthe purpose of this Agreement, any party may not use the confidentialinformation of the other party for other purpose, copy or edit theconfidential information of the other party, disclose or transfer suchconfidential information to any third party without prior written consentof the other party. 8.2 Any party shall remind its employees of the confidentiality andexclusivity of the secrecy of the other party and guarantee that itsemployees accept the confidential provisions hereunder if it disclosed thesecrecy of the other party to its employees for the performance of thisAgreement. 8.3 If any party hereto needs assistance from the third party to perform itsobligations hereunder, and the third party has to learn or contact theconfidential information hereunder when providing assistance, it mayprovide the confidential information to the third party on the conditionthat the third party agrees in writing to undertake all the obligationshereunder, and obtains the written consent of the owner of theconfidential information. 8.4 Either party shall return, destroy or disposition any document, data orsoftware carrying confidential information of the other party to suchparty in any desirable way upon request and shall not use suchconfidential information thereafterwards. 8.5 After termination of this agreement, obligations of each party under thisagreement shall not cease. Each party shall still abide by theconfidentiality clause of this agreement and perform its obligation ofconfidentiality until the other party approves release of that obligationor violation of such confidentiality clause of this agreement will notresult in any prejudice to the other party practically. **9.** **Representation , Undertaking and Warranty** 9.1 Either party represents, undertakes and warrants to the other party the following:
 9.1.1 Be a company legally incorporated and existing under the laws of PRC;  9.1.2 Have all competence and qualifications to conduct thetransaction that is within its legally registered business scopeprescribed under this Agreement;  9.1.3 Have all authorization and competence to enter into thisAgreement and have authorized its representative with sufficientpower to sign this Agreement on behalf of such party respectively;  9.1.4 Have capability to perform the obligations under thisAgreement and performing such obligations dose not constitute anybreach of any restriction of legal documents
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binding upon such party;
 9.1.5 Not subject to any liquidation, dissolution or bankruptcy proceeding.
9.2 Party A warrants that it does not, solely or conduct jointly with anyindividual, enterprise, corporation or organization, abet or induce anytechnical personnel or other employees of Party B or affiliates of Party Bto leave Party B or affiliates of Party B, within one year upon theexpiration of cooperation and the duration of cooperation, unless itobtained the consent of Party B.. **10.** **Serve of Notice** 10.1 Any notice required relating to this Agreement from one party to theother party shall be in writing and then sent by person, by fax, telex,teletex or email, or prepaid registered mail, express mail, which shall bedeemed as being served on the date when sent by person, by fax, by telexor email or on the third (3) day after being sent by prepaid registeredmail or express mail. 10.2 Unless otherwise notified by either party in writing to modify itscontact information, any and all notices under this agreement shall besent according to this agreement. **11.** **Settlement of Disputes** 11.1 The Parties shall settle with good faith all disputes regarding tointerpretation and enforcement of any provisions of this Agreement byconsultation. 11.2 The disputes that are failed to be resolved by consultation shall bereferred to the People’s Court for arbitration according to its existingarbitration rules. 11.3 Laws and regulations of PRC shall be applied for conclusion, execution,interpretation and settlement of disputes concerning this agreement. **12.** **Liability for Default** 12.1 Any breach of any article of the agreement directly or indirectly or nocommitment or commitment out of time insufficiently to the obligations ofthe agreement shall constitute breach of the contract. The party thatobserves the contract (“non-breaching party”) shall have the right torequest the breaching party (“the breaching party”) by written notice tomake corrections to its breaching actions and avoid the bad result withsufficient, effective and timely measures taken, and to compensate for thelosses of the non-breaching party due to its breaching actions. 12.2 After any breaching occurs, the non-breaching party, if holding that thebreaching has resulted in impossibility or unfairness for thenon-breaching party to perform the relevant obligations under thisagreement with reasonable and objective discretion applied, shall have thepower to discontinue its relevant obligations of this agreement withwritten notice sent to the non-breaching party until the breaching partystops its breach of the contact, take sufficient, effective and timelymeasures to avoid the bad results, and compensate for the
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losses of the non-breaching party due to its breaching actions.
12.3 The indemnification that the breaching party makes to the non-breachingparty shall include any direct economic losses and any predictableindirect losses or excess expenses that occur to the non-breaching partydue to violation of the contract by the breaching party, including but notlimited to attorney fees, legal costs, arbitration fees, financialexpenses, travel expenses and etc. 12.4 In case Party B fails to perform the provisions of this Agreement andsolely terminate this Agreement in advance at any time before theexpiration of this Agreement, it shall deduct the reasonable cost from thetotal amount of Party paid A and return fully the rest part to Party A.Party B shall still compensate Party A the economic loss suffered thereofin accordance with the provisions of the aforesaid three clauses if itcauses other losses to Party A due to its defaults of this Agreement. 12.5 In case Party A fails to perform the provisions of this Agreement andsolely terminate this Agreement in advance at any time before theexpiration of this Agreement, it shall pay the total amount of the partthat has been performed by Party B in accordance with the actualperformance to Party B. Party A shall still compensate Party B theeconomic loss suffered thereof in accordance with the provisions of theaforesaid three clauses if it causes other losses to Party A due to itsdefaults of this Agreement. If the amount paid by Party A exceeds thedeserved charges and the losses compensated to Party B, Party B shallreturn the surplus part to Party A. 12.6 In case Party B may observe the Article 4 (Clauses 1-9) of servicequality, it shall waive part of charges of the next quarter paid by PartyA as compensating bonus for its breach of this Agreement and the detailedamount shall be consulted by both parties. **13.** **Miscellaneous** 13.1 Whereas the realization of the cooperation matters hereunder relies onthe close cooperation of mobile telecommunication operator, Party B agreesthat Party A shall not hold any responsibility for the breaches of thisAgreement if Party A fails to perform any obligation hereunder due to thecause of mobile telecommunication operator. 13.2 This agreement shall be bind on any successor or transferee to any party. 13.3 The failure to timely exercise any right conferred upon any of theparties hereto hereunder shall not be deemed to be waiver of such right,or shall not operate to bar the exercise thereof in the future. 13.4 If any provision of this Agreement is subsequently held full invalid orpart of invalid or unenforceable or violate ant applicable law due to anycause, such provision shall be deemed to be deletion. However, otherprovisions thereof shall still be validity and enforceability. 13.5 The Parties may additionally negotiate and confirm any other issues notcovered by this agreement.   **Beijing New Media Information** **Guangzhou Media Message Technologies**   Technology Co., Ltd Inc .   Authorized Representative Authorized Representative
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