Exhibit 10.44
**Agreement on Technical Service**
     This Agreement is made and entered into this day of January 10, 2003 byand between **Star-Village.com (Beijing) Internet Technology Limited**(“Party A”)with its principle address at Room 605, South Tower, New World Center, No. 3,Chongwenmen Wai Street, Chongwen District, Beijing, PRC and **Guangzhou MediaMessage Technologies, Inc.**(“Party B”) with its principle address 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.** **Interpretation** 1.1 “Websites” means the websites with the domain names as memestar.com andmeme.com.cn and any other websites operated by Party B. 1.2 “Internet Information Service Business” means the business to provide webvisitors with various information services via internet. 1.3 “Mobile Value-added Telecommunications Service” means the business toprovide mobile users with value-added services such as mobile informationservice and positioning service and etc via the service platform connectedto the mobile network. 1.4 “Web Advertising Business” means the business to delivery webadvertisement for clients via internet. **2.** **Technical services** 2.1 Party B agrees to have Party A to provide any technical services(including, but not limited to, technical support, technical training andtechnical consultation as well as those services
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  listed in appendix I) forinternet information service business, mobile value-addedtelecommunication service business and web advertising business operatedby Party B.   2.2 Party B shall provide Party A with any and all necessary assistanceincluding, but not limited to:
2.2.1 Urge its employees to take proper, reasonable due diligencewhen using and operating the system and the equipment; 2.2.2 Inform Party A without any delay of any circumstance that mayaffect the business operation of Party B; 2.2.3 Allow Party A and its authorized persons to access any siteowned or rented by Party B that stores any system or equipmentrelating to its business operation at any reasonable time; 2.2.4 Provide any other necessary assistance.
**3.** **Technical Service Fees and Payment** 3.1 For technical services rendered by Party A, both parties agree herebythat the technical service fee shall be based on the quantity of workperformed which is measured by time costs incurred by Party A’s engineers.The time cost are as below:
 3.1.1 Technical services rendered by senior engineer of Party A arecharged at RMB4000 Yuan per hour per head.  3.1.2 Technical services rendered by engineer of Party A are chargedat RMB2000 Yuan per hour per head.  3.1.3 Technical services rendered by junior engineer of Party A arecharged at RMB1000 Yuan per hour per head.
3.2 Within the first five days of each month, Party A shall based on the workhours performed by its engineers during the immediately preceding monthand the time costs as set out in this agreement calculate the technicalservice fees and issue billing statement to Party B. The billing statementshall contain the number of hours performed by each class of engineer ofParty A. Party B shall pay the technical service fees as stated on thebilling statement within three days after receiving the billing statement. 3.3 For the fees as described above paid by Party B to Party A, Party A shallissue corresponding invoices to Party B. **4.** **Assets Ownership** 4.1 Both parties agree hereby that the ownership of the following assets thatcome into existence during the process of technical services providing byParty A to Party B shall be entitled to Party A:
 4.1.1 Texts, photographs, layout designing and any other graphics orinformation contents created or produced by Party A; except for thosethe copyrights of which
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   are owned by the third party;     4.1.2 Database (including, but not limited to, database to storecontents and to store the information of registered users), softwaredeveloped by Party A for Party B and any content of such database;  4.1.3 Any other tangible or intangible assets coming or derivingfrom the process of technical services provided by Party A to Party Bsubject to this Agreement, except for those owned by Party B withdefinite evidences.
4.2 Party B recognizes Party A’s ownership of such assets and promises not toclaim against any of such assets, and upon request from Party A, shallprovide any necessary assistance, including, but not limited to, renderingthe corresponding certificates, if necessary, to clarify the ownership ofthe aforesaid assets held by Party A. 4.3 Within the cooperation period of both parties, any equipment, technologyand software of Party A provided to Party B, except for those that havebeen transferred to Party B subject to the terms of this agreement orother written agreements expressly, shall be part of assets owned by PartyA and Party B enjoys the right to use such assets during the term of thisagreement only. **5.** **Confidentiality** 5.1 Either party shall keep any confidential material or information(hereinafter referred to as “confidential information”) of the other partyacquired or accessed in signing or performing this agreement highlyconfidential and shall not disclose, give or transfer such confidentialinformation to any third party. 5.2 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. 5.3 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. **6.** **Payment of Tax** 6.1 Both parties should pay taxes to the concerned taxation authorityrespectively in accordance with laws and rules and national policies. 6.2 If either party pays any tax for the other party, the paying party shalldeliver the relevant tax payment certificates to the other party, whoshall then refund the same amount as that of the tax payment to the payingparty within seven (7) days after receiving such certificates. **7.** **Representation , Undertaking and Warranty**
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7.1 Either party represents, undertakes and warrants to the other party the following:
 7.1.1 Be a company legally incorporated and existing under the laws of PRC;  7.1.2 Have all competence and qualifications to conduct thetransaction that is within its legally registered business scopeprescribed under this Agreement;  7.1.3 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;  7.1.4 Have capability to perform the obligations under thisAgreement and performing such obligations dose not constitute anybreach of any restriction of legal documents binding upon such party;  7.1.5 Not subject to any liquidation, dissolution or bankruptcyproceeding.
7.2 Party B warrants that it shall not use and copy the trademark, the logoand the company name of Party A or its affiliates without prior writtenconsent of Party A, except necessary for the work stipulated in thisAgreement. 7.3 Party B shall neither conduct at its own nor allow any third party toconduct any action or omission to the technology or any other intellectualproperty or any other right of Party A. **8.** **Liability for Default** 8.1 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. 8.2 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 losses of thenon-breaching party due to its breaching actions. 8.3 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. **9.** **Force Majeure** 9.1 “Force Majeure” shall mean any event out of the parties’ reasonablecontrol, non-foreseeable, or unavoidable even has been foreseen and suchevent hinders, affects or
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  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 other similar events.   9.2 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. However, such partyshall exert its best efforts to overcome such event and reduce itsnegative effects to the minimum. 9.3 The suffering party from Force Majeure shall provide the other party withlegal certifications of such event issued by the notary office (or otherproper agency) of the area where the event occurs, which if fails, theother party may request the suffering party to bear any liability forbreach according to the provisions of this Agreement. **10.** **Effectiveness, Modification and Termination** 10.1 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. 10.2 Unless otherwise expressly provided herein, Party A shall have the rightto immediately terminate this Agreement by writing notice at its owndiscretion at any time, in case that Party B defaults its performance ofany of following obligations:
 10.2.1 Party B breaches this Agreement, and yet not corrects its breach ortakes full, effective and timely measures to remedy its failure andcompensates Party A for the loss arising therefrom, within thirty(30) days after the date of notice by Party A demanding theperformance,  10.2.2 Party B goes bankrupt or enters into a liquidation proceeding andsuch proceeding is not yet withdrawn within seven (7) days;  10.2.3 Party B may not perform this Agreement for over twenty (20) daysdue to force majeure.
10.3 Notwithstanding the aforesaid provisions, Party B agrees hereby thatParty A shall have the right to terminate this Agreement by written noticetwenty (20) days in advance without any reason at any time. Unlessotherwise expressly provided herein, Party B shall not terminate thisagreement prior to the term of this Agreement. 10.4 Earlier termination of this Agreement shall not release either party fromperforming its rights and obligation that has come into existence prior tosuch termination. **11.** **Serve of Notice** 11.1 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.
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11.2 Unless otherwise notified by either party in writing to modify itscontact address, any andall notices under this agreement shall be sent according to the latestwritten agreed method. **12.** **Settlement of Disputes** 12.1 The Parties shall settle with good faith all disputes regarding tointerpretation and enforcement of any provisions of this Agreement byconsultation. 12.2 The disputes that are failed to be resolved by consultation shall bereferred to China International Economic and Trade Arbitration Committeefor arbitration according to its existing arbitration rules. The place ofarbitration shall be in Beijing; and the language used in arbitrationshall be Chinese. The decision of arbitration shall be final and bindingupon both parties hereto. 12.3 Laws and regulations of PRC shall be applied for conclusion, execution,interpretation and settlement of disputes concerning this agreement. **13.** **Miscellaneous** 13.1 This agreement is made into one original with two copies, one for eachparty, both with equally legal effectiveness. 13.2 Titles and headlines contained in this Agreement are set for convenienceto its readers only and shall not impose any effect upon interpretation ofany provisions of this Agreement. 13.3 Both parties may make amendments and supplements to this Agreement inwritten form, which shall be part of this Agreement with equal legalforce. 13.4 If any provision of this Agreement is entirely or partially invalid orunenforceable for the reason of violating laws or government regulationsor other reasons, the affected part of such provision shall be deemed asdeleted. But deleting the affected part of such provision shall not imposeany effect upon the legal effect of other part of such provision and otherprovisions of this Agreement. The Parties shall negotiate and conclude newprovision to replace such invalid or unenforceable provision. 13.5 Unless otherwise stipulated, non-exercise or deferred exercise by eitherparty of any rights, authority or privilege under this Agreement shall notbe deemed as waiver of such rights, authority or privilege. Andindependent or partial exercise of any rights, authority or privilegeshall not exclude the exercise of other rights, authority or privilege aswell. 13.6 This Agreement constitutes the entire agreement concluded by the Partiesregarding to the subject matters of cooperation program and shall replaceany previous or present, verbal or written agreements concluded by theParties regarding to the subject matters of cooperation program. Unlessotherwise expressly provided herein, no any other expressed or impliedobligations or covenants exist between the parties. 13.7 The Parties may additionally negotiate and confirm any other issues notcovered by this agreement.   **Star-Village.com (Beijing)** **Guangzhou Media Message Technologies**
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   Internet Technology Limited Inc.   Authorized Representative Authorized Representative
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**Appendix 1:Contents of Technical Service**
Both parties agree hereby that the contents of the technical service specifiedby this agreement shall include, but not limited to, the following:
**1.** **Technical Support to Mobile Value-added Telecommunication** 1.1 Party A agrees hereby to serve as the technical service supplier andprovide desired technical service for mobile value-added telecommunicationto party B subject to terms and conditions of this agreement, including,but not limited to the following in connection with mobile value-addedtelecommunication:
 1.1.1 Development, update and upgrade of software on client end;  1.1.2 Development, update and upgrade of software on network server end;  1.1.3 Technical development and maintenance of database;  1.1.4 Technical development of system;  1.1.5 Overall designing of system;  1.1.6 Installation and debugging of system;  1.1.7 Trial operation and testing of system;  1.1.8 Installation and debugging of systematic expansion;  1.1.9 Examination and maintenance of operation hardware equipment;  1.1.10 Daily maintenance of system software;  1.1.11 Update and upgrade service of software.
**2.** **Technical Support for Network Information Service** 2.1 Party A agrees hereby to provide technical service in connection withbusiness operation of the websites to party B including, but not limitedto the following:
 2.1.1 Development, update and upgrade of software on network client end;  2.1.2 Development, update and upgrade of software on network server end;  2.1.3 Technical development and maintenance of database;  2.1.4 Technical development of website system;  2.1.5 Overall designing of website system;  2.1.6 Installation and debugging of website system;  2.1.7 Operation and test of website system;  2.1.8 Installation and debugging of website systematic expansion;  2.1.9 Examination and maintenance of operation hardware equipment for the websites;  2.1.10 Daily maintenance of website system software;  2.1.11 Update and upgrade service of website system software.
2.2 Prepare, statistic, integrate information used by party B for networkinformation service including, but not limited to those concerning press,finance and economics, science and technology, sport, entertainment, game,fashion, education, medical treatment, sanitation, culture, professionalsetc; program database and design technical platform; assist in
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  deciding the frame and channel structure of the said contents and providetechnical update service.   2.3 Provide designing and technical support for web pages to party B andassist party B to provide easy and friendly interface of various servicessuch as news, shopping, medical treatment, chat, entertainment, search andregistration to end users. 2.4 In relation to the system software provided by Party A to Party B for itswebsite operation, Party A shall provide Party B with instruction manualand other information documents of the operational system software of thewebsites. 2.5 In the event that Party B requires assistance from Party A for itsupdating of system environment of the websites including operationalsystem environment and database environment, Party A shall render relevantsolutions. 2.6 Assist party B in settlement of problems arising from installation andoperation of operational equipment of the websites. **3.** **Technical Support for Web Advertising** 3.1 Party A agrees hereby to provide technical service in connection with webadvertising to party B, including, but not limited to the following:
 3.1.1 Development, update and upgrade of software for releasingnetwork advertisement;  3.1.2 Installation and debugging of software for releasing network advertisement;  3.1.3 Technical maintenance of software for releasing network advertisement;  3.1.4 Designing and making of network advertisement;
**4.** **Technical Training** 4.1 Party A agrees hereby to provide the following training service to party B and its staffs:
 4.1.1 Skill training for Installation and operation of the equipment and facilities;  4.1.2 Training Service for customers service and technology or others;  4.1.3 Training for application of online editing software.
**5.** **Technical Consultation** 5.1 Provide consultation service for the purchase of equipment and softwareand hardware system needed for network operation developed by party B,including, but not limited to technical advice for selection, systematicinstallation and debugging of tool software, internet applications andtechnical platform as well as purchase, type and performance of suitablehardware facilities and equipment. 5.2 In relation to technology project specified by party B, Party A agrees toprovide technical consultation service including technical argument,technical forecast, technical investigation for specific subject, reportof analysis and assessment to party B 5.3 Provide technical consultation for application of network software,hardware, equipment and online editing software of the system set or to beset by party B.
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5.4 Provide the following information to party B: domestic, oversea and partyB’s network service including investigation, analysis and assessmentreport of trend, technology, cost and income of special network service. 5.5 Party B may make problem inquiry or function consultation on specifictechnical problems through Email, telephone, fax and the engineers ofparty A shall assist Party B to settle such problems for clients. 5.6 In case of any emergency out of Party B’ control, the engineers of PartyA may log into the websites via telnet to inspection and system and thensolve the problems after obtaining consent from Party A. 5.7 Party A may meet the requirements of other technical consultationsproposed by party B within its compass.
[Text ends]
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