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[Translation of Chinese original]

                                                                   Exhibit 10.16

                             SHARE PLEDGE AGREEMENT

This Share Pledge Agreement ("this Agreement") is entered into on March 31, 2004
in Beijing by and between the following parties:

PLEDGEE:   KONGZHONG INFORMATION TECHNOLOGY (BEIJING) CO., LTD (KONGZHONG
BEIJING)

And

PLEDGORS:   YUNFAN ZHOU, ZHEN HUANG (THE PLEDGORS)


WHEREAS,

1.       The Pledgors, Yunfan Zhou and Zhen Huang, are citizens of the People's
         Republic of China ("PRC", excluding Hong Kong Special Administration
         District, Macao Special Administration District and Taiwan area, for
         the purpose of this Agreement), and each of Yunfan Zhou and Zhen Huang
         respectively owns 50% equity interest in Beijing Boya Wuji Technologies
         Co., Ltd. ("Beijing Boya Wuji").

2.       Beijing Boya Wuji is a limited liability company registered in Beijing
         engaging in the business of Internet information provision services,
         value-added telecommunication services, etc.

3.       The Pledgee, a wholly foreign-owned company registered in Beijing, PRC,
         has been licensed by the PRC relevant government authority to carry on
         the business of computer software products, internet products
         development, sale and services of own products, etc. The Pledgee and
         the Pledgors-owned Beijing Boya Wuji entered into Exclusive Technical
         Consulting and Services Agreement, [Trademark Licensing Agreement] and
         Domain Name Licensing Agreement on March 31, 2004.

4.       In order to make sure that the Pledgee collect technical service fees
         under Exclusive Technical Consulting and Services Agreement, [Trademark
         Licensing Agreement] and Domain Name Licensing Agreement from
         Pledgors-owned Beijing Boya Wuji, the Pledgors are willing to severally
         and jointly pledge all their equity interest in Beijing Boya Wuji to
         the Pledgee as a security for the Pledgee to collect the
         above-mentioned fees.

         In order to define each Party's rights and obligations, the Pledgee and
         the Pledgors



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         through mutual negotiations hereby enter into this Agreement based upon
         the following terms:

1.       DEFINITIONS

Unless otherwise provided in this Agreement, the following terms shall have the
following meanings:

         1.1      Pledge means the full content of Article 2 hereunder.

         1.2      Equity Interest means all the 100% equity interests in Beijing
                  Boya Wuji legally and jointly held by the Pledgors and all the
                  present and future rights and benefits based on such equity
                  interest.

         1.3      Service Agreement means the Exclusive Technical Consulting and
                  Services Agreement entered into by and between Beijing Boya
                  Wuji and the Pledgee on March 31, 2004.

         1.4      Licensing Agreement means the Trademark Licensing Agreement
                  and Domain Name Licensing Agreement entered into by and
                  between Beijing Boya Wuji and the Pledgee on March 31, 2004.

         1.5      Event of Default means any event in accordance with Article 7
                  hereunder.

         1.6      Notice of Default means the notice of default issued by the
                  Pledgee in accordance with this Agreement.

2.       PLEDGE

         2.1      The Pledgors agree to pledge all their Equity Interest in
                  Beijing Boya Wuji to the Pledgee to ensure the Pledgee collect
                  the services fees under the Service Agreement.

         2.2      The Pledge under this Agreement refers to all the fees
                  (including legal fees), expenses and losses that Beijing Boya
                  Wuji shall pay to the Pledgee under the Service Agreement and
                  Licensing Agreement, and the civil liability to the Pledgee
                  that Beijing Boya Wuji shall bear in case the Service
                  Agreement and/or Licensing Agreement wholly or partially
                  nullify due to any reason.

         2.3      The Pledge under this Agreement refers to the rights owned by
                  the Pledgee who shall be entitled to have priority in
                  receiving payment by evaluation, or proceeds from the auction,
                  or sale of the Equity Interest pledged by the Pledgors to the
                  Pledgee.



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         2.4      Unless otherwise agreed in written by the Pledgee after the
                  execution of this Agreement, the pledge under this Agreement
                  shall be terminated only upon Beijing Boya Wuji's full
                  performance of all its obligations and liabilities under the
                  Servicing Agreement and Licensing Agreement and subject to
                  written consent by the Pledgee. If Beijing Boya Wuji does not
                  fully perform all or part of its obligations or liabilities
                  under the Servicing Agreement and Licensing Agreement upon
                  expiration of such agreements, the Pledgee shall maintain the
                  Pledge hereunder up to the date all such obligations and
                  liabilities are fully performed.

3.       EFFECT

         3.1      This Agreement shall take effect as of the date when the
                  equity shares pledged are recorded in the Name List of
                  Shareholders of Beijing Boya Wuji.

         3.2      The Pledgee is entitled to dispose the pledge hereunder if
                  Beijing Boya Wuji fails to pay the fees in accordance with the
                  Servicing Agreement and Licensing Agreement during the Pledge.

4.       PHYSICAL POSSESSION OF DOCUMENTS

         4.1      During the term of Pledge under this Agreement, the Pledgors
                  shall deliver the physical possession of the Certificate of
                  Distribution (original) of Beijing Boya Wuji and provide the
                  evidence of the proper record of such Pledge on the Name List
                  of Shareholders of Beijing Boya Wuji to the Pledgee within one
                  week as of the date of execution of this Agreement.

         4.2      The Pledgors shall be entitled to collect the incomes (such
                  as, including but not limited to, any dividends and profits)
                  from the Equity Interest, which shall become the assurance for
                  the debt of Beijing Boya Wuji, within the term of this
                  Agreement, except for written consent of the Pledgee.

5        WARRANTIES AND REPRESENTATION OF THE PLEDGORS

The Pledgors hereby make the following representation and warranties to the
Pledgee and confirm that the Pledgee execute such Agreement in reliance of such
representation and warranties:

         5.1      The Pledgors are the legal owner of the Equity Interest
                  hereunder and are entitled to create pledge on such shares;

         5.2      The Pledgee shall not be interfered by any others at any time
                  once the Pledgee exercises the rights of the Pledge in
                  accordance with this Agreement.



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         5.3      The Pledgee shall be entitled to exercise the Pledge in
                  accordance with relevant laws and this Agreement.

         5.4      The execution and performance of this Agreement by the
                  Pledgors has gained all necessary authorization and shall not
                  violate any applicable laws and regulations. The
                  representative who signs this Agreement shall be lawfully and
                  effectively authorized.

         5.5      Except the Pledge hereunder, the Equity Interest owned by the
                  Pledgors shall not burden any other liabilities (including but
                  not limited to pledge).

         5.6      The Pledgors warrant that there is no on-going civil,
                  administrative or criminal litigation or administrative
                  punishment or arbitration related with the Equity Interest
                  hereunder and have no idea about those in future at the date
                  of execution of this Agreement.

         5.7      There are no outstanding taxes, fees or unfinished legal
                  procedures related with the Equity Interest hereunder at the
                  date of execution of this Agreement.

         5.8      Each stipulation hereunder is the expression of the Pledgors'
                  true intention and shall be binding upon to the Pledgors.

6        COVENANT OF THE PLEDGORS

         6.1      During the effective term of this Agreement, the Pledgors
                  covenant to the Pledgee that the Pledgors shall:

                  6.1.1    not transfer the Equity Interest, create or permit to
                           create any pledges which may have an adverse effect
                           on the rights or benefits of the Pledgee without
                           prior written consent from the Pledgee except for
                           transfer to the Pledgee or the person designated by
                           the Pledgee as required by the Pledgee;

                  6.1.2    comply with and implement relevant laws and
                           regulations, present to the Pledgee the notices,
                           orders or suggestions with respect to the Pledge
                           issued or made by the competent authority within five
                           days upon receiving such notices, orders or
                           suggestions and take actions in accordance with the
                           reasonable instruction of the Pledgee;

                  6.1.3    timely notify the Pledgee of any events or any
                           received notices which may affect the Pledgors'
                           Equity Interest or any part of its



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                           right, and any events or any received notices which
                           may change the Pledgors' any covenant and obligation
                           under this Agreement or which may affect the
                           Pledgors' performance of its obligations under this
                           Agreement, take actions in accordance with the
                           reasonable instruction of the Pledgee;

         6.2      The Pledgors agrees that the Pledgee's right of exercising the
                  Pledge obtained from this Agreement shall not be suspended or
                  hampered by the Pledgors or any successors of the Pledgors or
                  any person authorized by the Pledgors or any other person.

         6.3      The Pledgors warrants to the Pledgee that in order to protect
                  or perfect the security over the payment of the technical
                  consulting and service fees under the Service Agreement and
                  the licensing fees under the Licensing Agreement, the Pledgors
                  shall execute in good faith and cause other parties who have
                  interests in the pledge to execute all the title certificates,
                  contracts, and /or perform and cause other parties who have
                  interests to take action as required by the Pledgee and make
                  access to exercise the rights and authorization vested in the
                  Pledgee under this Agreement, and execute all the documents
                  with respect to the changes of certificate of equity interests
                  with the Pledgee or another party designated by the Pledgee,
                  and provides the Pledgee with all the documents regarded as
                  necessary to the Pledgee within the reasonable time.

         6.4      The Pledgors warrants to the Pledgee that the Pledgors will
                  comply with and perform all the guarantees, covenants,
                  agreements, representations and conditions for the benefits of
                  the Pledgee. The Pledgors shall compensate for all the losses
                  suffered by the Pledgee for the reasons that the Pledgors does
                  not perform or fully perform their guarantees, covenants,
                  agreements, representations and conditions.

7        EVENT OF DEFAULT

         7.1      The following events shall be regarded as an event of default:

                  7.1.1    Beijing Boya Wuji or its successor or trustee fails
                           to make full payment of service fees or licensing
                           fees under the Servicing Agreement and Licensing
                           Agreement as scheduled there under;

                  7.1.2    The Pledgors makes any material misleading or
                           fraudulent representations or warranties under
                           Article 5 herein, and/or the Pledgors is in violation
                           of any warranties under Article 5 herein;

                  7.1.3    The Pledgors violates the warrants under Article 5
                           and the covenants under Article 6 herein;



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                  7.1.4    The Pledgors seriously violates any terms and
                           conditions herein;

                  7.1.5    The Pledgors waives the pledged Equity Interest or
                           transfers or assigns the pledged Equity Interest
                           without prior written consent from the Pledgee except
                           otherwise agreed under Article 6.1.1 herein;

                  7.1.6    The Pledgors' any external loan, security,
                           compensation, covenants or any other compensation
                           liabilities (1) are required to be repaid or
                           performed prior to the scheduled date; or (2) are due
                           but can not be repaid or performed as scheduled and
                           thereby cause the Pledgee to deem that the Pledgors'
                           capacity to perform the obligations herein is
                           affected;

                  7.1.7    The Pledgors is incapable of repaying the general
                           debt or other debt;

                  7.1.8    This Agreement is illegal for the reason of the
                           promulgation of any related laws or the Pledgors'
                           incapability of continuing to perform the obligations
                           herein;

                  7.1.9    Any approval, permits, licenses or authorization from
                           the competent authority of the government needed to
                           perform this Agreement or validate this Agreement are
                           withdrawn, suspended, invalidated or materially
                           amended;

                  7.1.10   The property of the Pledgors is adversely changed and
                           cause the Pledgee to deem that the capability of the
                           Pledgors to perform the obligations herein is
                           affected;

                  7.1.11   Other circumstances whereby the Pledgee is incapable
                           of exercising the right to dispose the Pledge in
                           accordance with the related laws.

         7.2      The Pledgors shall immediately give a written notice to the
                  Pledgee if the Pledgors are aware of or find that any event
                  under Article 7.1 herein or any events that may result in the
                  foregoing events have happened or is going on.

         7.3      Unless the event of default under Article 7.1 herein has been
                  solved to the Pledgee's satisfaction, the Pledgee, at any time
                  when the event of default happens or thereafter, may give a
                  written notice of default to the Pledgors and require the
                  Pledgors to immediately make full payment of the outstanding
                  fees under the Service Agreement and the Licensing Agreement,
                  and other payables or exercise the Pledge in accordance with
                  Article 8 herein.



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8        EXERCISE OF THE RIGHT OF THE PLEDGE

         8.1      The Pledgors shall not transfer or assign the pledge without
                  prior written approval from the Pledgee prior to the full
                  repayment of the fees under the Service Agreement and the
                  Licensing Agreement.

         8.2      The Pledgee shall give a notice of default to the Pledgors
                  when the Pledgee exercises the right of pledge.

         8.3      Subject to Article 7.3, the Pledgee may exercise the right to
                  exercise the Pledge at any time or after the Pledgee gives a
                  notice of default in accordance with Article 7.3 or
                  thereafter.

         8.4      The Pledgee is entitled to have priority in receiving payment
                  by the evaluation or proceeds from the auction or sale of
                  whole or part of the share pledged herein in accordance with
                  legal procedure until the outstanding fees under the Servicing
                  Agreement and the Licensing Agreement and all other payables
                  there under are repaid.

         8.5      The Pledgors shall not hinder the Pledgee from exercising the
                  Pledge in accordance with this Agreement and shall give
                  necessary assistance so that the Pledgee could perfect his
                  Pledge.

9        TRANSFER OR ASSIGNMENT

         9.1      The Pledgors shall not assign or transfer his rights and/or
                  obligations to any third party herein without prior consent
                  from the Pledgee.

         9.2      This Agreement shall be binding upon the Pledgors and his
                  successors and be effective to the Pledgee and his each
                  successor and assignee.

         9.3      The Pledgee may transfer or assign his all or any rights and
                  obligations under the Service Agreement and/or the Licensing
                  Agreement to any third party at any time. In this case, the
                  assignee shall enjoy and undertake the same rights and
                  obligations herein of the Pledgee as if the assignee is a
                  party hereto. When the Pledgee transfers or assigns the rights
                  and obligations under the Service Agreement and/or the
                  Licensing Agreement, at the request of the Pledgee, the
                  Pledgors shall execute the relevant agreements and/or
                  documents with respect to such transfer or assignment.

         9.4      After the Pledgee's change resulting from the transfer or
                  assignment, the new parties to the pledge shall reexecute a
                  pledge contract.



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10       TERMINATION

This Agreement shall not be terminated until the fees under the Service
Agreement and the Licensing Agreement are paid off and Beijing Boya Wuji will
not undertake any obligations under the Service Agreement and the Licensing
Agreement any more, and the Pledgee shall cancel or terminate this Agreement
within reasonable time as soon as practicable.

11       FEES AND OTHER CHARGES

         11.1     The Pledgors shall be responsible for all the fees and actual
                  expenditures in relation to this Agreement including but not
                  limited to legal fees, cost of production, stamp tax and any
                  other taxes and charges. If the Pledgee pays the relevant
                  taxes in accordance with the laws, the Pledgors shall fully
                  indemnify such taxes paid by the Pledgee.

         11.2     The Pledgors shall be responsible for all the fees (including
                  but not limited to any taxes, formalities fees, management
                  fees, litigation fees, attorney's fees, and various insurance
                  premiums in connection with exercising of Pledge) incurred by
                  the Pledgors for the reason that (1) The Pledgors fails to pay
                  any payable taxes, fees or charges in accordance with this
                  Agreement; or (2) The Pledgee has recourse to any foregoing
                  taxes, charges or fees by any means for other reasons.

12       FORCE MAJEURE

         12.1     If this Agreement is delayed in or prevented from performing
                  in the Event of Force Majeure ("Event of Force Majeure"), only
                  within the limitation of such delay or prevention, the
                  affected party is absolved from any liability under this
                  Agreement. Force Majeure, which includes acts of governments,
                  acts of nature, fire, explosion, geographic change, flood,
                  earthquake, tide, lightning, war, means any unforeseen events
                  beyond the prevented party's reasonable control and cannot be
                  prevented with reasonable care. However, any shortage of
                  credit, capital or finance shall not be regarded as an event
                  beyond a Party's reasonable control. The Party affected by
                  Force Majeure who claims for exemption from performing any
                  obligations under this Agreement or under any Article herein
                  shall promptly notify the other party of such exemption
                  promptly and advice him of the steps to be taken for
                  completion of the performance.

         12.2     The party affected by Force Majeure shall not assume any
                  liability under this Agreement. However, subject to the Party
                  affected by Force Majeure having taken its reasonable and
                  practicable efforts to perform this Agreement, the Party
                  claiming for exemption of the liabilities may only be



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                  exempted from performing such liability as within limitation
                  of the part performance delayed or prevented by Force Majeure.
                  Once causes for such exemption of liabilities are rectified
                  and remedied, both parties agree to resume performance of this
                  Agreement with their best efforts.

13       APPLICABLE LAW AND DISPUTE RESOLUTION

         13.1     The execution, validity, performance and interpretation of
                  this Agreement shall be governed by and construed in
                  accordance with the PRC law.

         13.2     The parties shall strive to settle any dispute arising from
                  the interpretation or performance through friendly
                  consultation. In case no settlement can be reached through
                  consultation, each party can submit such matter to China
                  International Economic and Trade Arbitration Commission
                  ("CIETAC") for arbitration. The arbitration shall follow the
                  current rules of CIETAC, and the arbitration proceedings shall
                  be conducted in Chinese and shall take place in Beijing. The
                  arbitration award shall be final and binding upon the parties.

         13.3     Each Party shall continue performance of this Agreement in
                  good faith according to the stipulations herein except the
                  matters in dispute.

14       NOTICE

Any notice or correspondence, which is given by the Party as stipulated
hereunder, shall be in Chinese and English writing and shall be delivered in
person or by registered or prepaid mail or recognized express service, or be
transmitted by facsimile to the following addresses:

         PLEDGEE: KONGZHONG INFORMATION TECHNOLOGY (BEIJING) CO. LTD

         Registered Address: Room 809, Tower A, Yue Tan Building, Yue Tan North
              Street, Xi Cheng District, Beijing

         Fax: (86) 10-68083118

         Tele:(86) 10-68081818

         Addressee: Yunfan Zhou

         YUNFAN ZHOU

         Address: Room 13A, No.9 Building, Guan Cheng Nan Yuan, Ma Dian, Hai
               Dian District, Beijing

         Fax:

         Tele:

         Addressee: Yunfan Zhou



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         ZHEN HUANG

         Address: Room 13A, No.9 Building, Guan Cheng South Garden, Ma Dian, Hai
         Dian District, Beijing

         Fax:

         Tele:

         Addressee: Zhen Huang

15       APPENDICES

The appendices to this Agreement are entire and integral part of this Agreement.

16       WAIVER

The Pledgee's non-exercise or delay in exercise of any rights, remedies, power
or privileges hereunder shall not be deemed as the waiver of such rights,
remedies, power or privileges. Any single or partial exercise of the rights,
remedies, power and privileges shall not exclude the Pledgee from exercising any
other rights, remedies, power and privileges. The rights, remedies, power and
privileges hereunder are accumulative and shall not exclude the application of
any other rights, remedies, power and privileges stipulated by laws.

17       MISCELLANEOUS

         17.1     Any amendments, modifications or supplements to this Agreement
                  shall be in writing and come into effect upon being executed
                  and sealed by the parties hereto.

         17.2     In case any terms and stipulations in this Agreement is
                  regarded as illegal or can not be performed in accordance with
                  the applicable law, such terms and stipulations shall be
                  deemed to lose effect and enforcement within the scope
                  governed by the applicable law, and the rest stipulations will
                  remain effective.

         17.3     This Agreement is written in Chinese and there are 5 original
                  copies.


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PLEDGEE: KONGZHONG INFORMATION TECHNOLOGY (BEIJING) CO., LTD.


Authorized Representative: /s/ Nick Yang
                           ------------------


PLEDGORS: YUNFAN ZHOU


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


PLEDGORS: ZHEN HUANG


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




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                                   APPENDICES

1.       Name List of Shareholders of Beijing Boya Wuji Technologies Co., Ltd.

2.       Certificate of Capital Contribution of Beijing Boya Wuji Technologies
         Co., Ltd.



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