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Exhibit 10.37 Agreement on Short Message Service Cooperation Party A: Guangdong Mobile Communications Corporation
Party B: Guangzhou Media Message Technologies, Inc. Guandong Mobile Communications Corporation (hereinafter referred to as Party
A) is a network operator approved by the competent authority in charge of
information industry under the State Council, mainly engaged in providing
mobile network telephone service (including voice message, data and multimedia)
to the general public within Guangdong Province.
Guangzhou Media Message Technologies, Inc. (hereinafter referred to as
Party B) uses wireless interconnections as its major platform to provide a
range of mobile message services to customers who can access the Internet via
mobile terminal or PCs.
To fully bring into play each partys advantage in its respective service area
and to provide Monternet short-message service to GoTone and M-Zone
subscribers in Guangdong and other subscribers permitted by Party A, the
parties hereby conclude the following agreement with respect to short-message
service cooperation based on the principles of equal benefit, advantage sharing
and mutual development. Article 1 Contents of Cooperation Project  1)
    
    As a provider of the short-messaging platform, Party A shall provide
networking channels to Party B with compensation.2)
    
    Party B shall use Party As short-messaging system to provide the
following information and application services to Party As GoTone and
M-Zone subscribers and other subscribers permitted by Party A. Party B
shall, according to subscribers customization requirements, provide
timely information services with sound quality and quantity to
subscribers.3)
    
    Party A shall use its billing and business supporting system to provide
Party B with paid business billing and fee collection service. Article 2 Party As Rights and Obligations  1)
    
    Party A shall have the right to verify operation license for internet
information services or operation license for telecom value-added
services, credit certificate, business license, source of information,
bank account and other materials relating to the normal operation of
business provided by Party B.2)
    
    Party A shall provide short-message service to the short-message gateway
provided by Party B, and shall be responsible for providing Party B with
short-message gateway and short-message traffic volume control. Party A
shall have the right to timely adjust short-message traffic volume
according to its short-message centers capacity.3)
    
    Any expansion of Party Bs business or its application to alter its
business must be subject to Party As review within 10 days upon
submission of related materials by Party B.4)
    
    Party A shall have the ownership of its subscribers and the right to
learn the truth about Party Bs business and have the right to request
Party B to provide Party A with customer information, business profile,
log and statistics relating to Party Bs Monternet services.




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5)
    
    Party A shall have the right to stipulate management regulations of the
Monternet services, performance examining items, and standards and
documentation of customer services that Party B shall comply with and
implement according to Party As requests. Party A shall carry out 1-2
examines on Party Bs performance every year according to the
above-mentioned management regulations.6)
    
    Party A shall provide Party B with a system to identify and verify user
registration and log-on information, which system shall be connected with
Party Bs content service system, and the subscriber data recorded by such
system shall be the controlling information on the subscribers using of
Party Bs services.7)
    
    Party A shall provide Party B with a customer service number for the
customer to make complaint and enquire calls. And Party As customer
service center shall be the party to make final confirmation and
distribution of Monternet customer service problems, Party Bs customer
service personnel or customer service system shall assist Party A to
analyze and deal with customers business-related complaints and
enquiries. Party A shall have the right to forward to Party B customer
enquiries and complaints caused by non-network communication problems
arising from such business. Party A shall be liable for such customer
enquires and complaints caused by network communication problems.8)
    
    Party A shall collect the service fee from subscribers for Party B based
on Party As billing information.9)
    
    Party A shall provide Party B with the traffic volume information of the
short-messages sent via the short-message gateway used by Party B. Such
traffic volume information shall be the basis for the settlement of
short-message communication fee.10)
    
    Party A shall have the right to verify the profit forecast of the parties
provided by Party B to Party A prior to the commence of the service.11)
    
    Party A and Party B may jointly engage in marketing and customer
advertisement. Party A shall have the right to request Party B to identify
the brand of MONTERNET upon Party As examination and approval. In the
event that Party Bs promotion and advertisement involves Party As
corporate name and other brand specifications, it shall be subject to
Party As prior examination and approval. Article 3 Party Bs Rights and Obligations  1)
    
    Party B shall provide Party A with true and reliable operation license
for internet information services or operation license for telecom
value-added services, credit certificate, business license, source of
information and bank account and other materials relating to the normal
operation of business, and guarantee that the billing for such information
services complies with relevant regulations of the state pricing
authority.2)
    
    Party B shall comply with relevant state policies, laws, decrees in
regard to telecommunication and internet information. Party B shall ensure
the information content provided by it not to violate relevant state laws,
regulations and policies, and ensure not to use Party As system deliver
nine categories of illegal information listed in Information Source
Networking Information Safety and Security Liability Statement (Appendix
4). Party B shall be responsible for filtering the information content
provided to subscribers (including the information content edited by
subscribers via Party Bs websites), and eliminating each sort of
unhealthy or illegal information.




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3)
    
    In the event that Party A receives customers complaints with respect to
transmitting illegal information, Party B shall furnish Party As customer
service department its preliminary response within 2 hours and find out
the reasons within one working day, and Party B shall be responsible for
immediately ceasing transmitting illegal information.4)
    
    Party B shall verify subscribers true identity and display calling
number along with the short-message, and no anonymous short-message or
short-message with only nick name displayed shall be delivered to other
subscribers mobile telephone (except chatting business of virtual
community).5)
    
    Party B shall strictly control any function of group short-message
service provided by it and ensure a piece of short-message can be
delivered to at most 1-2 calling numbers.6)
    
    During the term of this Agreement, Party B shall not, through either
channel and on either level of business, connect Party As mobile data
application business and the third party with each other. Party B shall
establish a separate database for Party As Mobile subscribers (135-139),
which is separated from that for the subscribers of the third parties.
Party B shall not, by means of any sort of business (including
short-message chatting, edited short-message and delivering short-message
via internet, etc.) and at its own discretion, realize disguised
connection between Monternet business and the third party.7)
    
    Within the term of this Agreement, Party B shall not deliver
advertisement or other irrelevant information to subscribers. Any
expansion or alternation of Party Bs business shall be subject to Party
As review and approval, and be verified by Party As billing examination.
Party B shall duly furnish Party A the business materials that need to be
accepted by Party B (as of the date of this Agreement, the services
provided by Party B are listed as Appendix 3 hereto.)8)
    
    Within the term of this Agreement, Party B shall furnish Party A,
according to Party As requirement, a report with the data including
situation of subscriber development, subscriber classification, subscriber
using customs, and business forecast, etc., and duly transfer Party A the
subscribers materials necessary for managing such business, and ensure
that Party As subscriber database is upgraded. Party A shall keep such
information confidential in according with Article 6 Confidential
Clause. Party B shall be responsible for providing system to keep a log
and shall keep historical records for at least one month.9)
    
    Party B shall ensure that subscribers are well aware of the price,
content and the means by which such services are provided prior to the
subscribers accept each service provided.10)
    
    On the basis of the principle of voluntaries, Party B shall obtain
subscribers consent prior to Party B providing its services, and shall,
according to subscribers customization requirements, provide subscribers
with duly information service with correct quality and quantity.11)
    
    Party B shall comply with and implement Party As management regulations,
standards and documentation of customer service with respect to Monternet
business, and accept Party As inspection and supervision. If Party B
withdraws from providing Monternet service for whatever reason (including
compulsory withdraws in Party As examination), Party B shall be
responsible for providing a one-month grace period, within which Party B
shall continue providing its service and make an announcement of ceasing
service on its website (WWW/WAP) or through other channels.12)
    
    Party B shall be responsible for handling customer enquiries and
complaints caused by each non-internet communication problem in such
business, and establish effective channels for complaints that shall be
directed to Party As customer service center. Party B shall assume the




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ultimate liability to customer for those customer complaints for which
neither Party A nor Party B can reasonably explain.13)
    
    Party B shall be responsible for furnishing Party A the bill of
information fee collected for short-message information service. The
format of such list must be compliance with the data format provided by
Party A.14)
    
    Party B shall be solely liable for tax payment on its profit.15)
    
    Party A shall issue a formal invoice to Party A for such information
service fee collected from Party A.16)
    
    Party B shall actively engage itself in marketing and customer promotion.
The content of Party Bs promotion and advertisement shall include the
MONTERNET brand as required by Party A.17)
    
    Within 6 months after the entry into force of this Agreement, Party B
shall not, in Guangdong Province, conduct the same or similar
short-message business listed in the Appendix of this Agreement with the
third party. Article 4 Maintenance Responsibilities  1)
    
    Responsibilities for maintenance of the parties shall be divided at the
point where the parties equipments connect; each Party shall perform its
respective obligations to ensure the normal operation of its business.2)
    
    Detailed responsibilities of the parties are listed in Appendix 1 hereto. Article 5 Billing and Settlement  1)
    
    Party A shall be entitled to the short-message communication fee arising
from subscribers or Party Bs using of short-message function. Party B
shall be entitled to the information service fees paid by subscribers.
Party A shall provide Party B with the service of collecting information
fees and charge certain collecting service fee.2)
    
    If subscribers refuse to pay the information fees due to the quality of
Party Bs service, such unpaid sum shall be deducted from Party Bs
information fees.3)
    
    If Party B fails to furnish the bill of information fees collected
according to time and format required, Party A shall not include such sum
in the information fees collected for Party B and Party B shall be solely
liable for any consequence arising therefrom.4)
    
    Detailed method for billing and settlement is set forth in Appendix 2
hereto. Article 6 Reward and Punishment Provision  1)
    
    If any of the following occurs, Party A shall have the right to request
Party B to immediately rectify, and according to the real situation deduct
the information fees collected by Party A. Party A shall have the right to
immediately terminate the Parties cooperation when the circumstances are
particularly serious. i)
    
    Party B violates relevant state policies, laws and decrees with respect
to telecommunication and internet information.ii)
    
    The contents of information provided by Party B constitute violation
of relevant state laws, regulations and policies, or Party B uses
Party As system to deliver nine categories of illegal information
listed in Information Source Networking Information Safety and
Security Liability Statement (Appendix 4).




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iii)
    
    Party B mischarge or arbitrarily charge fees from subscribers and the
circumstances are serious.iv)
    
    Subscribers strongly complain the quality of Party Bs service.v)
    
    Party B fails to use Party As company name and other brand standards in
Party Bs promotion and advertisement as required, and results in negative
social impact.vi)
    
    Party B uses Party As mobile data application business to connect
with the third party, or, by means of any sort of business
(including short-message chatting, edited short-message and
delivering short-message via internet, etc.) and at its own
discretion, realize disguised connection between Monternet business
and the third party.vii)
    
    The subscribers are seriously affected by Party Bs system testing,
activation modification, which results in strong complaints from
subscribers.viii)
    
    Party As network system is damaged due to Party Bs system testing,
activation and modification.ix)
    
    Other conducts of Party B constitute violation of this Agreement. 2)
    
    If any of the following occurs, Party A shall have the right to terminate
the Parties cooperation or not to renew this Agreement.
 i)
    
    Party B provides Party A with false operation license for internet
information services or operation license for telecom value-added
services, credit certificate, business license, source of information and
bank account and other materials relating to the normal operation of
business, or the fees of information services provided by Party B is not
in compliance with relevant regulations of the state pricing authority.ii)
    
    Party Bs examining performance ranks twice consecutively among
bottom 5, and no effect arises from rectification.iii)
    
    In the term of this Agreement, Party B fails to achieve the Parties
profit forecast data furnished to Party A prior to the activation of
service.iv)
    
    In the term of this Agreement, Party B conducts other fraudulent acts
and the circumstances are serious.
 3)
    
    If Party Bs examining performance ranks among top 10, Party A will
provide preferential promotion support, and give preferential
consideration to Party Bs other requests.4)
    
    If Party B effectively implement relevant provisions in this Agreement,
and the average annual rate of subscriber complaints on Party Bs
short-message service is low, Party A shall give preferential
consideration to extend this Agreement with Party B.
 Article 7 Confidentiality 1)
    
    Both parties shall be responsible to keep confidential all the customer
materials obtained from such services.2)
    
    Proprietary information received by one Party from the other Party (the
Disclosing Party) that is developed, created, discovered or learned by
the Disclosing Party, or transferred to the Disclosing Party, and is of
commercial value to the business of the Disclosing Party, including but
not limited to relevant commercial secret, computer program, design
techniques, idea, know-how, process, data, business and product
development plan, customer information relating to the business of the
Disclosing Party and other information, or confidential information that
the Disclosing Party receives from another party, shall remain the
property of the Disclosing Party, the other Party shall keep confidential
any and all proprietary




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information, and without prior written consent of the Disclosing Party,
shall not use or disclose such proprietary information to any individual or
entity, except for the purpose of normal performance of the obligations
hereunder.3)
    
    Both parties shall be responsible to keep confidential this cooperation
and the terms and conditions of this Agreement. Without prior written
consent of the other Party, neither Party shall disclose to any third
party details of the cooperation between the parties and the terms and
conditions of this Agreement. Article 8 Breach of Agreement 1)
    
    If this Agreement cannot be performed due to any Partys violation of
this Agreement, the other Party shall have the right to terminate this
Agreement.2)
    
    If any party breaches any obligations under this Agreement and incurs bad
social impact or economic losses to the other party, the other party shall
have the right to hold the party in breach responsible for such breach,
requires the party in breach to reverse such impact and make corresponding
compensations, and to terminate this Agreement. Article 9 Force Majeure  Article 10 Amendment or Modification 1)
    
    During the cooperation between the Parties, relevant business
management requirements and relevant customer management requirements
stipulated by Party A for the Monternet shall be incorporated as a
supplement hereto. If there is any conflict between the provisions of
this Agreement and the management requirements, the management
requirements shall prevail. Both parties agree to negotiate on the
conflicting provisions, and execute a supplemental agreement.2)
    
    If any party hereof intends to modify or terminate this
Agreement, it shall provide written notice to the other party at least
15 days prior thereto. Notice in oral form shall be invalid. Any
dispute arising from the termination of this Agreement shall be
negotiated in order to reach a resolution between the parties.3)
    
    Any issues not included in this Agreement shall, upon agreement
through amicable negotiations between the parties, be included as a
written supplement hereto.4)
    
    This Agreement shall be governed by the laws of the Peoples
Republic of China. If the Parties hereto fail to resolve dispute by
negotiation, either Party may file an action in front of the court of
the place where Party A is located.5)
    
    This Agreement shall enter into force after being signed by the
representatives of the Parties and affixed with the official seal of
the Parties; the term hereof shall be two years,
        which is renewable upon agreement by both Party A and Party B through
consultation.6)
    
    This Agreement and its Appendixes are made into four
counterparts, every two for each party, all with equal legal effect. Appendix 1: Maintenance Responsibilities
Appendix 2: Billing and Settlement
Appendix 3: Business and Price of Party B
Appendix 4: Information Source Networking Information Safety and Security Liability Statement Party A: Guangdong Mobile Communications Corporation
Authorized Representative:
Date: October 10, 2002 Party B: Guangzhou Media Message Technologies, Inc.
Authorized Representative:
Date: November 12, 2002      Appendix 1: Maintenance Responsibilities A. Diagram of the Maintenance Sections:  B. Party As Rights and Obligations 1)
    
    Party A shall contribute necessary software and hardware required by its
short-message system.2)
    
    Party A shall assist Party B to connect Party Bs server to its
short-message gateway.3)
    
    Party A shall be responsible for providing Party B with the relevant
technical agreement specifications and interface technical specifications.       4)
    
    Party A shall be responsible for maintaining the normal operation of the
network telecommunications, and assume responsibility for network problems
not caused by Party B. Party A shall reserve his right to restrict
delivery of any mass of short-messages abnormal and overloaded, which may
impact upon the operation safety and security of Party As network.5)
    
    Party A shall provide Party B with the statistics for the information
traffic volume through the telecommunications channel used by Party B, and
ensure the reliability and timeliness of such statistics data, and assume
responsibilities for any damages caused thereby.6)
    
    Party A shall notify Party B in advance for any transmission interruption
caused by testing, maintenance or other foreseeable reasons, including the
reason, time and period of such transmission interruption.7)
    
    Party A shall ensure to immediately notify Party B for any transmission
interruption caused by unforeseeable reasons such as gateway problem or
other problems. C. Party Bs Rights and Obligations  1)
    
    Party B shall be responsible for construction and maintenance of its own
information service system, including all hardware equipment, system
testing, activation, system maintenance, daily service management,
marketing promotion and expenses that relate to such business.2)
    
    Party B shall be responsible for the connection Party Bs system and
Party As shore-message gateway, and expenses for the application, lease
and maintenance of relevant telecommunication lines.3)
    
    Party B shall be responsible for editing, review and composition of the
information it provides, and ensure that the information is timely, exact,
true, reliable and legal, and assume corresponding liabilities thereto.4)
    
    Party B shall be responsible for establishing the website column
Monternet  My Service. After the customers log in such website, the
Monternet  My Service column shall be displayed at remarkable place of
the webpage. The items of the column shall include the list of all
services customized for such subscriber at such website, and following
each specific service list provide the function of enquiry and withdraw of
such service. The set-up of the customization interface during customizing
short-message shall make convenient for customers to know the items and
services provided by SP, and the clear and specific billing standards
shall be stipulated and include at least verifying, adding, deleting,
modifying, checking out and other basic service functions; following the
success of subscribers customizing service, the system shall prompt the
subscriber that this service has been added to Monternet-My Service
column, if you want to enquiry or withdraw this service, please click
Monternet-My Service.5)
    
    Party B shall ensure that the testing, activation and modification of its
system would not be carried out at busy hours of Party As business. The
works that may seriously impact subscribers shall be conducted at late
night. Party B shall ensure the above mentioned works would not affect
the normal operation of Party As network and assume corresponding
liabilities for any damages caused thereby to Party As network system.6)
    
    Party B shall make prior notice to Party A in writing for the testing,
activation and modification of its system, and notify subscribers of the
same through effective means such as email, advertisement or short message
upon Party As confirmation thereof, and shall reduce
      the impact on subscribers to the minimum degree.7)
    
    During the cooperation, Party A shall observe Party As emergency
adjustment to the volume of shore-message for the purpose to ensure the
normal and stable operation of short-message services.8)
    
    Party B undertakes not to create any overload traffic volume that may
harm to safety and security of the network when transmitting
short-messages to Party As communication platform.9)
    
    Party B shall provide 7-days-a-week and 24-hours-a-day system
maintenance.
      Appendix 2: Billing and Settlement  1)
    
    With respect to the local service, Party B shall file the characters of
collecting information fee into each message submitted according to Party
As unified format requirements.2)
    
    The means of payment of information fee is: Party A shall charge the
subscribers communication fee RMB 0.10 Yuan/message for uplink messages,
and charge Party B communication fee RMB 0.05-0.08 Yuan/message for
ill-balance downlink messages as follows: Ill-balance downlink SM traffic (messages/month)
    
    Fee standard (RMB Yuan/message)Below 5,000,000
    
    0.085,000,000-10,000,000
    
    0.0710,000,000-20,000,000
    
    0.06Over 20,000,000
    
    0.05
  3)
    
    Party B shall be entitled to the subscribers information service fee of
the short-message information service provided by Party B, and such fee
shall be collected by Party A from the GoTone subscribers on behalf of
Party B. Party B shall pay Party A at 15% of receivable information
service fee, and reserve the remaining 85% of receivable information
service fee. The settlement month shall be one month relatively behind the
exact occurrence of credit and debt.4)
    
    The communication fee paid by Party B to Party A and the billing list of
information fee collected by Party A on behalf of Party B shall be based
on the daily communication records of successful delivery furnished by
Party A to Party B.5)
    
    The Parties shall, on the 10th of each month (settlement month), verify
the data of receivable and actually paid information service fees in
pervious month, and, upon verification, settle the account no later than
the 25th of each month (settle month).6)
    
    If any conflict with respect to the statistics data of information
service fees arising between Party A and Party B, Party As data shall
prevail under the condition that the difference between the Parties
statistics data is not over 6%. In the event that such difference is over
6%, the Parties shall rectify and figure out the reason, and reasonably
resolve according to the actual situation.       Appendix 3: Business and Price of Party B 1. Companys Name in Full: Guangzhou Message Technologies, Inc.            
 Business Code
    
    Name of Business
    
    Specification
    
    Fee Standard
    
    Sending FrequencyFCNV
    
    Mobile men and women
    
    Net friend chat
game via SMS
    
    $5yuan/monthYDDFW
    
    Mobile rich
    
    Quiz game with
award via SMS
    
    0.1yuan/pieceQZW
    
    Mobile job
searching website
    
    Net job searching
    
    0.3yuan/pieceLTS
    
    Mobile chat room
    
    Net chat game on
subject
    
    0.1yuanFCDG
    
    Feichangdiange
    
    Net song choosing
game
    
    4yuan/songPTLS
    
    Common ring
    
    Ring download via
SMS
    
    1yuan/ringGBZLS
    
    Hi-fi ring
    
    Ring download via
SMS
    
    2yuan/ringBZT
    
    Standard picture
    
    picture(LOGO)
download via SMS
    
    0.5yuan/pieceDT
    
    Big picture
    
    picture download
via SMS
    
    2yuan/ pieceYAHOO
    
    Yahoo Personal
    
    Chat with users of
Hongkong Yahoo
    
    5yuan/ monthZQCCC
    
    football guess via
Mobile
    
    ball guess game
    
    0.2 Yuan/ piece       Appendix 4: Information Source Networking Information Safety and Security Liability Statement Information source Accountability Company accesses into China Mobile
Internet (CMNET) or short-message gateway (including short-message information
platform IOD, short-message center) of Guangdong Mobile Communications
Corporation, and guarantees to abide by the following regulations:  1)
    
    Observe relevant law, administrative regulations and management
regulations of the country; strictly implement information safety and
security management stipulations.2)
    
    Shall not use China Mobile Internet (CMNET) or short-message gateway
(including short-message information platform IOD, short-message center)
for any illegal or criminal activities that may harm to national security,
or disclose national secretes; shall not use China Mobile Internet (CMNET)
or short-message gateway (including short-message information platform
IOD, short-message center) to compose, refer, copy and transmit any
information that may violate constitution and law, hamper public security,
disrupt national unification, disrupt solidarity of the nationalities,
or any pornographic or violent information; shall not use China Mobile
Internet (CMNET) or short-message gateway (including short-message
information platform IOD, short-message center) to transmit any
information that may contain any of the following: i)
    
    be against the basic principles established by the constitutional law;ii)
    
    jeopardize state security, betray national secretes, subvert national political power, disrupt national unification;iii)
    
    harm to national glory and benefit;iv)
    
    incite hatred or discrimination of nationalities, disrupt solidarity of the nationalities;v)
    
    disrupt national religious policies, advocate heresy and superstition;vi)
    
    spread rumors, disturb social order, disrupt social stability;vii)
    
    spread obscenity, pornography, gamble violence, homicide, terrorism, or solicit a crime;viii)
    
    insult and slander others, infringe others legal rights and benefits;ix)
    
    contain other items that are prohibited by laws and administration regulations.
  3)
    
    The information provided by information source Accountability Company
must be compliance with relevant state intellectual property regulations.4)
    
    The information source accountability company shall establish effective
information security and confidentiality management system and technical
safeguard measures, and accept the management, supervision and inspection
of relevant competent authorities.5)
    
    If any violation on above provisions, Guangdong Mobile Communications
Corporation shall have the right to take measure shut access channel of
relevant information source; meanwhile, hold the accountability company
for such violation, and terminate the cooperation with such accountability
company. Guangdong Mobile Communications Corporation shall keep this
Liability Statement.
 Accountability Company: Guangzhou Media Message Technologies, Inc.
      Person In Charge: (signature & seal)
Date: November 12, 2002