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                                                                    S&C comments
                                                                       5.10.2004

[Translation of Chinese original]


                                                                    EXHIBIT 10.1

                                 LOAN AGREEMENT

      The Loan Agreement (the "Agreement") is entered into as of March 31, 2004
in Beijing by and between the following parties.

      KONGZHONG CORPORATION (the "Lender")
          Legal Representative: Yunfan Zhou

      And

      YUNFAN ZHOU, SONGLIN YANG, ZHEN HUANG (jointly called the "Borrower")


      WHEREAS,

1. The Lender and Yunfan Zhou has concluded a loan agreement on May 7,
2002,under which the lender supplies a loan in US dollars equal to 700,000RMB
and Yunfan Zhou has drawn all of the loan which is still outstanding till now.
Yunfan Zhou and the Lender has made supplements to the above said agreement on
September 26,2003, under which, the lender provides another loan in US dollars
equal to 300,000RMB, and Yunfan Zhou has drawn all of the loan which is still
outstanding till now.

2. Songlin Yang and the Lender has concluded a loan agreement on May 7,
2002,under which the lender supplies a loan in US dollars equal to 700,000RMB
and Songlin Yang has drawn all of the loan which is still outstanding till now.

3. Zhen Huang and the Lender has concluded agreement on September 26,2003, under
which, the lender provides the loan in US dollars equal to 300,000RMB, and Zhen
Huang has drawn all of the loan which is still outstanding till now.

4. Yunfan Zhou is a shareholder of Beijing AirInBox Information Technologies
Co., Ltd owing 50% shares, Songlin Yang is a shareholder of Beijing AirInBox
Information Technologies Co., Ltd owing 35% shares, and Zhen Huang is a
shareholder of Beijing AirInBox Information Technologies Co., Ltd owing 15%
shares.

5. The borrower is expecting financial support from the Lender.




      THEREFORE, THE PARTIES, THROUGH FRIENDLY NEGOTIATION BASED ON EQUAL AND
MUTUAL BENEFIT, AGREE AS FOLLOWS IN ORDER TO CONFIRM THE PERFORMANCE OF THE
ABOVE MENTIONED LOAN AGREEMENTS AND SO TO FURTHER REGULATE THE RIGHTS AND
OBLIGATIONS OF THE PARTIES:



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1.       PURPOSE AND SUM OF THE LOAN

         1.1      The Lender has provided Yunfan Zhou a loan with a principal in
                  US dollars equal to RMB 1,000,000 (one million), provided
                  Songlin Yang a loan with a principal in US dollars equal to
                  RMB 700,000 (seven hundred thousand), provided Zhen Huang a
                  loan with a principal in US dollars equal to RMB 300,000
                  (three hundred thousand) in accordance with the terms and
                  conditions set forth in this Agreement (the principle sum
                  involved in Agreement shall respectively refers to that of
                  different borrowers).

         1.2      The Borrower hereby confirms that they have drawn all the
                  loans under the above 1.1 and they are still outstanding till
                  now.


2.       LOAN TERMS

         2.1      The term for such loan will be ten (10) years, calculated from
                  the date when the Borrower actually draws the loan. The term
                  under this Agreement shall be automatically extended for
                  another ten years except the written notice to the opposite is
                  given by the Lender three months prior to the expiration of
                  this Agreement.

         2.2      The Borrower hereby agrees and warrants that such loan
                  provided by the Lender shall be used only for the investment
                  in the Beijing AirInBox Information Technologies Co., Ltd.
                  Without the Lender's prior written consent, the Borrower shall
                  not transfer or pledge its equity interest hereunder to any
                  other third party.

         2.3      The Lender and the Borrower jointly agree and confirm that the
                  Borrower shall not repay the loan in advance except for
                  Lender's requirement or the expiration of this agreement. The
                  Borrower shall repay the loan only in the following way and
                  amount: the Borrower shall repay the loan only by all the fund
                  obtained by the Borrower from transferring all of the
                  Borrower's equity in Beijing AirInBox Information Technologies
                  Co., Ltd to KongZhong Information Technologies (Beijing) Co.,
                  Ltd or to any other third party designated by KongZhong
                  Information Technology (Beijing) Co., Ltd. All of the
                  Borrower's equity in Beijing AirInBox Information Technologies
                  Co., Ltd is transferred as stipulated above and if all the
                  fund thereof is repaid to the Lender by the Borrower, all the
                  outstanding loan hereunder shall be regarded as repaid.

         2.4      The Lender and the Borrower jointly agree and confirm that the
                  Borrower shall immediately repay the loan in advance in case
                  any one of the following occurs:

                  2.4.1    the Borrower dies or becomes a person with no or
                           limited capacity for civil rights;

                  2.4.2    Yunfan Zhou and Nick Yang (the current president of
                           KongZhong Corporation) quit or are dismissed from
                           the Lender or the Lender's affiliated corporations
                           (if Yunfan Zhou quits or is dismissed, the loan to be
                           immediately repaid in advance shall refer to the



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                           loan of himself; if Nick Yang quits or is dismissed,
                           the loan to be immediately repaid in advance shall
                           refer to the loan of Songlin Yang and Zhen Huang
                           respectively);

                  2.4.3    The Borrower commits crime or is involved in crime;

                  2.4.4    Any third party claims debt of the Borrower exceeding
                           RMB500,000 (five hundred thousand);

                  2.4.5    The foreign investors are approved to invest in
                           value-added telecommunication business and such
                           business has commenced to be examined and approved by
                           relevant departments in charge according to laws in
                           China.

3.       REPRESENTATIONS AND WARRANTIES

         3.1      The Borrower makes the following representations and
                  warranties to the Lender, and confirm that the Lender execute
                  and perform this agreement in reliance of such representations
                  and warranties:

                  3.1.1    The Borrower has the full capacity for civil rights
                           and has the power to enter into this Agreement;

                  3.1.2    The execution of this Agreement of the Borrower will
                           not violate any law or binding obligations;

                  3.1.3    This Agreement shall constitute binding obligations
                           of the Borrower;

                  3.1.4    The Borrower neither commits criminal behaviors nor
                           is involved in criminal activity;

                  3.1.5    Except for the prior consent of the Lender, the
                           Borrower shall not create any pledge over part or
                           whole of the Borrower's shareholder's right in
                           Beijing AirInBox Information Technologies Co., Ltd or
                           any priority for any third party with the beneficiary
                           neither the Lender nor its subsidiaries;

         3.2      The Lender makes the following representations and warranties
                  to the Borrower:

                  3.2.1    The Lender is a company registered and validly
                           existing under the laws of Cayman Islands;

                  3.2.2    The execution and performance of this Agreement by
                           the Lender is in compliance with the business scope
                           of the Lender and the power of the Lender. The Lender
                           has taken proper measures and has gained
                           authorizations and approvals for the execution and
                           performance of this Agreement from the third party
                           and governmental departments in accordance with the
                           limitations of the laws and contracts which are
                           binding or bear influences over the Lender;




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                  3.2.3    This Agreement shall constitute the legal, valid and
                           binding obligations of the Lender, which is
                           enforceable against the Lender in accordance with its
                           terms upon its execution.



4.       COMMITMENTS OF BORROWER

         4.1      The Borrower, as the shareholder of Beijing AirInBox
                  Information Technologies Co., Ltd, hereby undertakes to
                  procure Beijing AirInBox Information Technologies Co., Ltd to
                  observe the following terms with all efforts during the term
                  of this Agreement:

                  4.1.1    It shall not modify in any way its articles of
                           association or alter its shareholding structure
                           without the prior written consent of the Lender;

                  4.1.2    It shall maintain the operation of its business
                           according to normal financial and commercial codes
                           and practices;

                  4.1.3    It shall not transfer or dispose of any material
                           asset, or create any other security interest neither
                           for the Lender nor for its subsidiaries over the same
                           without the prior written consent of the Lender;

                  4.1.4    It shall not provide any warranty or assume any debt
                           for any third party which is beyond its normal daily
                           business scope without the prior written consent of
                           the Lender;

                  4.1.5    It shall conduct all of its operations in the
                           ordinary course of business and maintain its asset
                           value;

                  4.1.6    It shall not enter into any material contracts
                           without the prior written consent of the Lender,
                           except those entered into in the ordinary course of
                           business (for the purpose of this paragraph, any
                           contract with a value exceeding RMB 100,000 shall be
                           deemed to be a material contract);

                  4.1.7    It shall not extend any loan or credit to any party
                           except for the prior written consent of The Lender;

                  4.1.8    It shall provide the information of its finance or
                           business in time to the Lender as required by the
                           Lender;

                  4.1.9    It shall insure the assurances in the amount as
                           required by the Lender;

                  4.1.10   It shall not merge with or invest in any third party
                           without the prior written consent of the Lender;

                  4.1.11   It shall notify the Lender immediately when any legal
                           action, arbitration or administrative procedure
                           relating to its assets, operations and incomes occurs
                           or is likely to occur;



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                  4.1.12   It shall not declare in any way any bonus or
                           dividends for its shareholders without the prior
                           written consent of the Lender;

         4.2      The Borrower further commit to the Lender within the term of
                  this Agreement as follows:

                  4.2.1    It shall take all the measures to guarantee and
                           maintain its identification and status as a
                           shareholder of Beijing AirInBox Information
                           Technologies Co., Ltd;

                  4.2.2    it shall not transfer, dispose of any of its share
                           rights in Beijing AirInBox Information Technologies
                           Co., Ltd, or create any guarantee in any way;

                  4.2.3    it shall procure that the shareholders' meeting of
                           Beijing AirInBox Information Technologies Co., Ltd
                           shall not pass any decision about its merger with or
                           investment in any third party without the prior
                           written consent of the Lender;

                  4.2.4    It shall notify the Lender immediately when any legal
                           action, arbitration or administrative procedure
                           relating to its shareholder's right in Beijing
                           AirInBox Information Technologies Co., Ltd, occurred,
                           occurs or is likely to occur;

                  4.2.5    it shall not carry out any action bearing material
                           influences on the assets, business, obligations or
                           liabilities of Beijing AirInBox Information
                           Technologies Co., Ltd without prior written consent
                           of the Lender;

                  4.2.6    it shall immediately and unconditionally transfer all
                           or part of it shares in Beijing AirInBox Information
                           Technologies Co., Ltd to KongZhong Information
                           Technology(Beijing) Co.,Ltd or any third party
                           designated by KongZhong Information
                           Technology(Beijing) Co.,Ltd in accordance with
                           Chinese laws and procure all the other shareholders
                           of Beijing AirInBox Information Technologies Co., Ltd
                           waiver any prior right over purchasing such shares,
                           as required by the KongZhong Information
                           Technology(Beijing) Co.,Ltd;

                  4.2.7    it shall procure all the other shareholders of
                           Beijing AirInBox Information Technologies Co., Ltd
                           immediately and unconditionally transfer all or part
                           of their shares in Beijing AirInBox Information
                           Technologies Co., Ltd to KongZhong Information
                           Technology(Beijing) Co.,Ltd or any third party
                           designated by KongZhong Information
                           Technology(Beijing) Co.,Ltd in accordance with
                           Chinese laws, as required by the KongZhong
                           Information Technology(Beijing) Co.,Ltd;

                  4.2.8    it shall strictly observe its commitments and
                           guarantees under this Agreement and other related
                           agreements.

5.       DEFAULT



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If the Borrower fails to perform its repayment obligation pursuant to this
Agreement, an overdue interest at the rate of 0.01% per day upon the outstanding
amount of the loan shall be payable to the Lender.

6.       CONFIDENTIALITY

         6.1      The Parties acknowledge and confirm to take all possible
                  measures to keep confidential all the confidential materials
                  and information (the Confidential Information) they get to
                  know by this Agreement. The Parties shall not disclose,
                  provide or transfer such Confidential Information to any third
                  party without the prior written consent of the other Party. In
                  case of the termination of this Agreement, the accepter of the
                  Confidential Information shall give back or destroy all the
                  files, materials or software as required by the provider, and
                  delete any of the Confidential Information from any memory
                  equipments and discontinue using such Confidential
                  Information.

         6.2      The Parties agree that this article shall survive the
                  modification and termination of this Agreement.

7.       NOTICES

Unless a written notice of change of address is issued, all correspondence
relating to this Agreement shall be delivered in person, or by registered or
prepaid mail, or by recognized express services or facsimile to the addresses
appointed by the other party from time to time.

8.       GOVERNING LAW AND DISPUTE SETTLEMENT

         8.1      This Agreement shall be governed by and construed in
                  accordance with the laws of New York State.

         8.2      All disputes arising from the interpretation and performance
                  of this Agreement shall initially be resolved by amicable
                  negotiations. If no settlement is concluded, either Party
                  shall have right to submit the dispute to China International
                  Economic and Trade Arbitration Commission (the "CIETAC") and
                  the arbitration proceedings shall take place in Beijing in
                  accordance with the current rules of CIETAC and in English.
                  The arbitration award shall be final and binding upon all the
                  Parties.

         8.3      In case of any disputes arising out of the interpretation and
                  performance of this Agreement or any pending arbitration of
                  such dispute, each Party shall continue to perform their
                  obligations under this Agreement, except for the matters
                  involved in the disputes.

9        FORCE MAJEURE

         9.1      Force Majeure refers to any accident which is beyond the
                  Party's control and is inevitable with the reasonable care of
                  the other Party who shall be influenced, including



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                  but not limited to governmental activity, natural force, fire,
                  explosion, storm, flood, earthquake, tide, lightening or war.
                  However, the credit, capital or shortage of financing shall
                  not be deemed as the matters beyond one Party's reasonable
                  control. The Party influenced by the Force Majeure and seeking
                  for exemption hereunder shall notify the other Party as soon
                  as possible and inform the other Party of the measures to take
                  in order to accomplish the performance of this Agreement.

         9.2      In case the performance of this Agreement is delayed or
                  cumbered by the above defined Force Majeure, the Party who is
                  influenced by the Force Majeure shall not bear any liability
                  within the scope of delay and cumbrance, and shall take all
                  the proper measures to reduce or eliminate the influence of
                  Force Majeure, and shall make efforts to renew the performance
                  of its obligations hereunder which has been delayed or
                  cumbered by the Force Majeure. Each Party shall try best to
                  renew the performance of this Agreement once the Force Majeure
                  is eliminated.

10       MISCELLANEOUS

         10.1     Any modification, termination or waiver of this Agreement
                  shall not take effect without the written consent of each
                  party;

         10.2     The Borrower shall not transfer its rights and obligations
                  hereunder to any third party without the prior written consent
                  of the Lender;

         10.3     In case any terms and stipulations in this Agreement is
                  regarded as illegal or cannot be performed in accordance with
                  the applicable law, it shall be deemed to be deleted from this
                  Agreement and lose its effect and this Agreement shall remain
                  its effect and be treated as without it from the very
                  beginning. Each Party shall replace the deleted stipulations
                  with those lawful and effective ones, which are acceptable to
                  Party A, through mutual negotiation.


         IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
duly executed on their behalf by a duly authorized representative as of the
Effective Date first written above.




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PARTY A: KONGZHONG CORPORATION

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


PARTY B: YUNFAN ZHOU

Signature: /s/ Yunfan Zhou


PARTY C: SONGLIN YANG

Signature: /s/ Songlin Yang


PARTY D: ZHEN HUANG

Signature: /s/ Zhen Huang


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