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                                                                   EXHIBIT 10.17

                                OPTION AGREEMENT

         THIS OPTION AGREEMENT ("Agreement") is made on this 31st day of March
2004 in Beijing, People's Republic of China ("PRC")

among

(1)      KONGZHONG INFORMATION TECHNOLOGY (BEIJING) CO., LTD. (Chinese
         Characters) ("KongZhong Beijing")

(2)      ZHOU, YUNFAN, a PRC citizen whose PRC identification number is
         110102197411102374, and whose residential address is 13A, No. 9
         Building, Guang Cheng South Garden, Ma Dian, Beijing, PRC("Zhou")

and

(3)      HUANG, ZHEN, a PRC citizen whose PRC identification number is
         610104780219162, and whose residential address is 13A, No. 9 Building,
         Guang Cheng South Garden, Ma Dian, Beijing, PRC ("Huang")

(Each of Zhou and Huang is hereinafter referred to as a "Grantor" and
collectively the "Grantors")

WHEREAS

A.       KongZhong Beijing is a wholly foreign-owned enterprise, duly
         established and registered in Beijing under the laws of the PRC.

B.       Zhou and Huang established Beijing Boya Wuji Technology Co., Ltd.
         ("Beijing Boyawuji"), a limited liability company, with a registered
         capital of RMB 1,000,000, on March 29th, 2004 in accordance with PRC
         law.

C.       Zhou and Huang together hold 100% of the registered capital of Beijing
         Boyawuji (the "Equity Interests") and respectively, Zhou holds 50% and
         Huang holds 50%.

D.       Grantors have agreed to grant exclusively to KongZhong Beijing an
         option to purchase the Equity Interests, subject to the terms and
         conditions set forth below.

THE PARTIES THEREFORE AGREE AS FOLLOWS:



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                         ARTICLE 1: GRANT OF THE OPTION

1.1      Purchase Option

         Each of Zhou and Huang hereby grants to KongZhong Beijing an option
         (each and "Option" and collectively the "Options") to Purchase their
         respective Equity Interests at the purchase price of RMB ten thousand
         (10,000) per one (1) percent of the registered capital of Beijing
         Boyawuji, each of such option shall become vested as of the date of
         this Agreement.

1.2      Term

         This Agreement shall take effect as of the date of signing by the
         parties hereto and shall remain in full force and effect until the
         earlier of (1) the date on which all of the Equity Interests have been
         purchased by KongZhong Beijing and (2) the tenth anniversary of the
         date hereof.


                ARTICLE 2: EXERCISE OF THE OPTION AND ITS CLOSING

2.1      Timing of Exercise

         2.1.1    Each of the Grantors agrees that KongZhong Beijing in its sole
                  discretion may at any time, and from time to time after the
                  date hereof, exercise the Options, in whole or in part, to
                  acquire all or any portion of their respective Equity
                  Interests, subject only to applicable laws of the PRC,
                  including any restrictions on foreign investment.

         2.1.2    For the avoidance of doubt, each of the holders hereby agrees
                  that KongZhong Beijing shall be entitled to exercise the
                  Option for an unlimited number of times, until all of the
                  Equity Interests have been acquired by KongZhong Beijing.

         2.1.3    The Grantors agree that KongZhong Beijing may designate in its
                  sole discretion any third party to exercise the Options on its
                  behalf, in which case KongZhong Beijing shall provide written
                  notice to the Grantor at the time the Option granted by such
                  Grantor is exercised.

2.2      Transfer

         The Grantors agree that the Option shall be freely transferable, in
         whole or in part, by KongZhong Beijing to any third party, and that,
         upon such transfer, the Option may be exercised by such third party
         upon the terms and conditions set forth herein, as if such third party
         were a party to this Agreement, and that such



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         third party shall assume the rights and obligations of KongZhong
         Beijing hereunder.

2.3      Notice Requirement

         2.3.1    To exercise an Option, KongZhong Beijing shall send an written
                  notice to the Grantor such Option is to be exercised by no
                  later than ten (10) days prior to each Closing Date (as
                  defined below),specifying therein:

                  2.3.1.1  The date of the effective closing of such purchase (a
                           "Closing Date");

                  2.3.1.2  the name of the person in which the Equity Interests
                           shall be registered;

                  2.3.1.3  the amount of Equity Interests to be purchased from
                           such Grantor;

                  2.3.1.4  the type of payment; and

                  2.3.1.5  a letter of authorization, where a third party has
                           been designated to exercise the Option.

         2.3.2    For the avoidance of doubt, it is expressly agreed among the
                  parties that KongZhong Beijing shall have the right to
                  exercise the Options and elect to register the Equity
                  Interests in the name of another person as it may designates
                  from time to time.

2.4      Closing

         On each Closing Date, KongZhong Beijing shall pay to the relevant
         Grantor the applicable purchase price for the Equity Interests to be
         purchased on such Closing Date as provided in Article 1 above.


                              ARTICLE 3: COMPLETION

3.1      Assignment Agreement

         Concurrently with the execution and delivery of this Agreement, and
         from time to time upon the request of KongZhong Beijing, each of the
         Grantors shall execute and deliver one or more assignments, each in the
         form and content substantially satisfactory to KongZhong Beijing (each
         an "Assignment") together with any other documents necessary to give
         effect to the transfer to



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         KongZhong Beijing or its designated party of all or any part of the
         Equity Interests upon an exercise of an Option by KongZhong Beijing
         (the " Ancillary Documents"). Each Assignment and the Ancillary
         Documents are to be held in KongZhong Beijing.

3.2      Board Resolution

         Notwithstanding Section 3.1 above, concurrently with the execution and
         delivery of this Agreement, and from time to time upon the request of
         KongZhong Beijing, each of Grantors shall execute and deliver one or
         more resolutions of the board of directors and/or shareholders of
         Beijing Boyawuji, approving the following:

         3.2.1    The transfer by the Grantor of all or part of the Equity
                  Interests to KongZhong Beijing or its designated party; and

         3.2.2    any other matters as KongZhong Beijing may reasonably request.

         Each Resolution is to be held in KongZhong Beijing.


                    ARTICLE 4: REPRESENTATIONS AND WARRANTIES

4.1      Representations and Warranties

         Each of Grantors severally represents and warrants to KongZhong Beijing
that:

         4.1.1    it has the full power and authority to enter into, and perform
                  under, this Agreement;

         4.1.2    its signing of this Agreement or fulfilling of any its
                  obligations hereunder does not violate any laws, regulations
                  and contracts to which it is bound, or require any government
                  authorization or approval;

         4.1.3    there is no lawsuit, arbitration or other legal or government
                  procedures pending which, based on its knowledge, shall
                  materially and adversely affect this Agreement and the
                  performance thereof;

         4.1.4    it has disclosed to KongZhong Beijing all documents issued by
                  any government department that might cause a material adverse
                  effect on the performance of its obligations under this
                  Agreement;

         4.1.5    it has not been declared bankrupt by a count of competent
                  jurisdiction;



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         4.1.6    its equity shareholding will remain free and clear from all
                  liens, encumbrances and third party rights; it will not
                  transfer, donate, pledge, or otherwise dispose of its equity
                  shareholdings in any way unless otherwise agreed by KongZhong
                  Beijing;

         4.1.7    the Option granted to KongZhong Beijing shall be exclusive,
                  and neither Grantor shall grant the Option or any similar
                  rights to a third party by any means whatsoever.

         Zhou further represents and warrants to KongZhong Beijing that it owns
         50% of the Equity Interests of Beijing Boya Wuji and Huang further
         represents and warrants to KongZhong Beijing that it owns 50% of the
         Equity Interests of Beijing Beijing Boya Wuji. The Parties hereby agree
         that representations and warranties set forth in Sections 4.1.1, 4.1.2,
         4.1.3, 4.1.4, 4.1.5,4.1.6 and 4.1.7 shall be deemed to be repeated as
         of each Closing Date as if such representations and warrants were make
         on and as of such Closing Date.

4.2      Covenants and Undertaking

         Each of Grantors covenants and undertakes to KongZhong Beijing that:

         4.2.1    he/she will bear all costs arising from executing each
                  Assignment, the Ancillary Documents and any other relevant
                  documents required therefore, and will complete all such
                  formalities as are necessary to make KongZhong Beijing or its
                  designated party a full and proper shareholder of Beijing Boya
                  Wuji. Such formalities include, but are not limited to,
                  assisting KongZhong Beijing with the obtaining of necessary
                  approvals of the equity transfer from relevant government
                  authorities (if any), the submission of the Assignment to the
                  relevant administrative department of industry and commerce
                  for the purpose of amending the Articles of Association,
                  changing the list of shareholders and undertaking any other
                  changes.

         4.2.2    he/she will, upon request by KongZhong Beijing, establish a
                  domestic entity to hold the interests in Beijing Boya Wuji as
                  a Chinese party in case Beijing Boya Wuji is restructured to
                  an FIE.


                                ARTICLE 5: TAXES

Each of the Parties undertakes to pay its portion of any taxes and duties that
might arise from the execution and performance of this Agreement.



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                                ARTICLE 6: BREACH

In the event of a breach by any Party of its respective representations,
warranties, covenants or obligations under this Agreement, the breaching Party
shall compensate the non-breaching Parties for any actual losses arising
therefrom.


                 ARTICLE 7: GOVERNING LAW AND DISPUTE SETTLEMENT

7.1      Governing Law

         The execution, effectiveness, interpretation and performance of this
         Agreement shall be governed by the laws of the PRC.

7.2      Friendly Consultation

         If a dispute arises in connection with the interpretation or
         performance of this Agreement, the Parties shall attempt to resolve
         such dispute through friendly consultations between them or mediation
         by a neutral third party. If the dispute cannot be resolved in the
         aforesaid manner within thirty (30) days after the commencement of such
         discussions, either Party may submit the dispute to arbitration.

7.3      Arbitration

         Any dispute arising in connection with this Agreement shall be
         submitted to the China International Economic and Trade Arbitration
         Commission in Beijing for arbitration in accordance with its rules. The
         arbitral award shall be final and binding upon the Parties.


                           ARTICLE 8: CONFIDENTIALITY

8.1      Confidential Information

         The contents of this Agreement and the Annexes hereof (if any) shall be
         kept confidential. No Party shall disclose any such information to any
         third party (except for the purpose described in Article 2.2 and by a
         prior written agreement among the Parties). Each Party's obligations
         under this clause shall survive after the termination of this
         Agreement.

8.2      Exceptions

         If a disclosure is explicitly required by law, any courts, arbitration
         tribunals, or




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         administrative authorities, such a disclosure by any Party shall not be
         deemed a violation of Article 8.1 above.


                            ARTICLE 9: MISCELLANEOUS

9.1      Extension

         Unless KongZhong send a written termination notice three (3) months
         prior to the expiration, this Agreement shall be extended with a term
         of ten (10) years.

9.2      Entire Agreement

         9.2.1    This Agreement constitutes the entire agreement and
                  understanding among the Parties in respect of the subject
                  matter hereof and supersedes all prior discussions,
                  negotiations and agreements among them. This Agreement shall
                  only be amended by a written instrument signed by all the
                  Parties.

         9.2.2    The Annexes attached hereto shall constitute an integral part
                  of this Agreement and shall have the same legal effect as this
                  Agreement.

9.3      Notices

         9.3.1    Unless otherwise designate by the other Party, any notices or
                  other correspondences among the Parties in connection with the
                  Performance of this Agreement shall be delivered in person, by
                  express mail, e-mail, facsimile or registered mail to the
                  following correspondence addresses and fax numbers:

                  KongZhong Beijing   :    KongZhong Information Technology
                                           (Beijing) Co., Ltd.
                  Address             :    Room 809, Tower A, No. 2 Yuetan
                                           North Street, Xicheng
                                           District, Beijing, China
                  Zip code            :    100045
                  Telephone           :    (86 10) 68083188
                  Facsimile           :    (86 10) 68083118
                  Contact             :    Chief Executive Officer
                  Person

                  Zhou, Yunfan        :    Zhou, Yunfan
                  Address             :    13A, No. 9 Building, Guang Cheng
                                           South Garden,Ma Dian,
                                           Beijing, China
                  Zip code            :    100088



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                  Telephone           :    (86 10) 62077989
                  Facsimile           :    (86 10) 62077989

                  Huang, Zhen         :    Huang, Zhen
                  Address             :    13A, No. 9 Building, Guang Cheng
                                           South Garden, Ma Dian,
                                           Beijing, China
                  Zip Code            :    100088
                  Telephone           :    (86 10) 62077989
                  Facsimile           :    (86 10) 62077989

         9.3.2    Notices and correspondences shall be deemed to have been
                  effectively delivered:

                  9.3.2.1  at the exact time displayed in the corresponding
                           transmission record, if delivered by facsimile,
                           unless such facsimile is sent after 5:00 pm or on a
                           non-business day in the place where it is received,
                           in which case the date of receipt shall be deemed to
                           be the following business day;

                  9.3.2.2  on the date that the receiving Party signs for the
                           document, if delivered in person (including express
                           mail);

                  9.3.2.3  on the fifteenth (15th) day after the date shown on
                           the registered mail receipt, if sent by registered
                           mail;

                  9.3.2.4  on the successful printing by the sender of a
                           transmission report evidencing the delivery of the
                           relevant e-mail, if sent by e-mail.

9.4      Binding Effect

         This Agreement shall be binding on the Parties and their successors and
         assigns.

9.5      Language and Counterparts

         This Agreement shall be executed in Three (3) originals in English,
         with one (1) original for KongZhong Beijing, one (1) original each for
         Grantors.

9.6      Days and Business Day

         A reference to a day herein is to a calendar day. A reference to a
         business day herein is to a day on which commercial banks are open for
         business in the PRC.

9.7      Headings



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         The headings contained herein are inserted for reference purposes only
         and shall not affect the meaning or interpretation of any part of this
         Agreement.

9.8      Singular and Plural

         Where appropriate, the plural includes the singular and vice versa.

9.9      Unspecified Matter

         Any matter not specified in this Agreement shall be handled through
         discussions among the Parties and resolved in accordance with PRC law.

9.10     Survival of Representations, Warranties, covenants and Obligations

         The respective representations, warranties, covenants and obligations
         of the Parties, as set forth in this Agreement or made by or on behalf
         of them, respectively, pursuant to this Agreement, shall remain in full
         force and effect, regardless of any investigation (or any statement as
         to the results thereof) made by or on behalf of any Party, and shall
         survive the delivery and payment for the Equity Interests.

This Agreement has been signed by the Parties or their duly authorized
representatives on the date first specified above.


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KONGZHONG INFORMATION TECHNOLOGY (BEIJING) CO., LTD. (SEAL)
(Chinese Characters)


By: /s/ Nick Yang
    ----------------------------

Signature:



ZHOU, YUNFAN

Signature: /s/ Yunfan Zhou
    ----------------------------


HUANG, ZHEN

Signature: /s/ Zhen Huang
    ----------------------------



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