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                                                                    EXHIBIT 10.5

                AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENT



     This Amended and Restated Trademark License Agreement (the "Agreement") is
entered into as of May 10, 2004 by and between the following two parties in
Beijing.



The Licensor: KONGZHONG INFORMATION TECHNOLOGIES (BEIJING) CO., LTD. ("KONGZHONG
BEIJING")

Legal Address: 12th floor, Zhong Dian Building, Zhong Guan Cun Nan Da Jie, Hai
Dian District, Beijing



The Licensee: BEIJING AIRINBOX INFORMATION TECHNOLOGIES CO., LTD. ("BEIJING
AIRINBOX")

Legal Address: 12th floor, Zhong Dian Building, Zhong Guan Cun Nan Da Jie, Hai
Dian District, Beijing



      WHEREAS, the Licensor, a wholly foreign-owned enterprise registered in
Beijing under the laws of People's Republic of China (not including Hong Kong,
Macao and Taiwan, hereinafter called "China"), has the right to use and apply
for registration the trademarks listed in the Exhibit 1 of this Agreement;

      WHEREAS, the Licensee, a limited liability company sponsored by natural
persons in China registered in Beijing under the laws of the People's Republic
of China (the "PRC"), is licensed to engage in the business of providing
Internet information and the telecom value-added services;

      WHEREAS, the Licensor agrees to license the said trademarks to the
Licensee in accordance with the terms and conditions set forth herein and the
Licensee as well agrees to accept the license on the terms and conditions set
forth herein;

      NOW THEREFORE, on the basis of mutual benefit and friendly negotiation,
the parties


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agree as follows:

1.   Grant of License

     1.1  The Trademarks

          Under the terms and conditions hereinafter set forth, the Licensor
          hereby grants to the Licensee and the Licensee accepts from the
          Licensor the license to use parts of or all parts of the trademarks
          listed in Exhibit 1, or any design, character, symbol and visible
          representation that presents any part of such trademarks (collectively
          the "Trademarks"), and the Licensee may deal its business with these
          Trademarks. Such license is non-monopolized, non-exclusive and
          non-transferable.

     1.2  Territory

          1.2.1     The use of the Trademarks grants by the Licensor to the
                    Licensor extends only to the scope of the business operated
                    by Licensee and the business relating to KongZhong Net. The
                    Licensee agrees that it will not make, or authorize any use
                    direct or indirect, of the Trademarks by any means, unless
                    the Licensor agrees.

          1.2.2     The License in this Agreement is effective in the district
                    of China and where the Licensor grant the Licensee in the
                    writing form from time to time. The Licensee agrees that it
                    will not make, or authorize to use, direct or indirect of
                    the Trademarks in any area.

     1.3  Standards

          The Licensee shall strictly comply with any standards and criteria the
          Licensor requests from time to time when the Licensee uses the
          Trademarks.

     1.4  Licensee's confirmation

          The Licensee confirms that it will not enjoy any rights, titles and
          interests of the Trademarks except the rights, titles and interests in
          the Trademarks under this Agreement.

2.   TERMS OF PAYMENT

     The Licensee agrees to pay to the Licensor a license fee and the details of
     the calculation method and the form of payment are set forth in Exhibit 2.



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3.   GOODWILL

     The Licensee recognizes the value of the goodwill associated with the
     Trademarks and the relevant rights, and acknowledges that the Trademarks
     therein and goodwill (including but not limited to the goodwill occurs from
     the Licensee's use) pertaining thereto shall be the sole and exclusive
     property of the Licensor.

4.   CONFIDENTIALITY

     4.1  The Licensee shall protect and maintain the confidentiality of any and
          all confidential data and information acknowledged or received by the
          Licensee by accepting licensing of the Trademarks from the Licensor
          (collectively the "Confidential Information"). Upon termination or
          expiration of this Agreement, the Licensee shall, at the Licensor's
          option, return all and any documents, information or software
          contained any of such Confidential Information to the Licensor or
          destroy it and delete such Confidential Information from any
          electronic devices and cease to use them. The Licensee shall not
          disclose, grant or transfer any Confidential Information to any third
          party and will not use the Confidential Information without the
          Licensor's written consent. Licensee shall disclose the protected
          Confidential Information to the necessary employees, agents or
          consultants by the necessary measures, and shall urge the necessary
          employees, agents or consultants to observe the obligations under this
          Agreement.

     4.2  The above limitations shall not apply to the situations as follows:

          4.2.1     The materials which can be obtained in public in the time of
                    disclosure;

          4.2.2     The public materials disclosed not due to the mistake of
                    Licensee;

          4.2.3     The Licensee may prove that before the disclosure the
                    materials were under its title and were not obtained
                    directly or indirectly from the other resources;

          4.2.4     Upon the legal demands of any party, the Confidential
                    Information shall be disclosed to the government
                    authorities, security exchange agent, and etc.; and upon the
                    general operation needs, the above Confidential Information
                    shall be disclosed to direct legal consultants and financial
                    advisor.

     4.3  With the consent of both parties, Article 4 shall survive any
          amendment, expiration or termination of this Agreement.

5.   REPRESENTATIONS AND WARRANTIES



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     5.1  The Licensor represents and warrants as follows:

          5.1.1     the Licensor is a company duly registered and in good
                    standing under the applicable laws of the China;

          5.1.2     the Licensor, subject to its business scope, has full right,
                    power, authority and capacity and all necessary consents any
                    approvals of any third party and government authorities to
                    execute and perform this Agreement, which shall not be
                    against any enforceable and effective laws or contracts;

          5.1.3     the Agreement will constitute a legal, valid and binding
                    agreement of the Licensor and will be enforceable against
                    the Licensor in accordance with its terms upon its
                    execution;

          5.1.4     the Licensor has the exclusive ownership of the Trademarks.

     5.2  The Licensee represents and warrants as follows:

          5.2.1     the Licensee is a company duly registered and in good
                    standing under the applicable laws of the China, and is
                    approved by the relevant authorities to provide the internet
                    information services and the value-added telecom service;

          5.2.2     the Licensee, subject to its business scope, has full right,
                    power, authority and capacity and all necessary consents and
                    approvals of any third party and government authorities to
                    execute and perform this Agreement, which shall not be
                    against any enforceable and effective laws or contracts;

          5.2.3     the Licensee will not use or authorize to use any trademarks
                    or symbols, which the Licensor judges by itself, are similar
                    to the Trademarks and to make confusion.

          5.2.5     the Agreement will constitute a legal, valid and binding
                    agreement of the Licensor and will be enforceable against
                    the Licensor in accordance with its terms upon its
                    execution.

6. The Licensor's Right of Licensing and Protection of the Licensor's Rights:

     6.1  The Licensee agrees that it will not, during the term of this
          Agreement, or thereafter, attack the rights of Licensing or any rights
          of the Licensor in and to the Trademarks or attack the validity of
          this Agreement, or otherwise take or fail to


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          take any action that impairs such rights or license.

     6.2  The Licensee agrees to assist the Licensor to the extent necessary in
          the procurement of any protection or to protect any of the Licensor's
          rights to the Trademarks. In the event any third party lodges a claim
          concerning the Trademarks, the Licensor, if it so desires, may
          commence or prosecute any claims or lawsuits in its own name or in the
          name of the Licensee or join the Licensee as a party thereto. In the
          event any third party infringes on the above mention Trademarks, the
          Licensee shall notify the Licensor in writing of any infringements, or
          imitation by others of the Trademarks which may come to the Licensee's
          attention, and the Licensor shall have the sole right to determine
          whether or not any action shall be taken on account of any such
          infringements.

     6.3  The Licensee further agrees to use the Trademarks only in accordance
          with this Agreement and shall not use the Trademarks in any way that,
          in the opinion of the Licensor, is deceptive, misleading or in any way
          damaging to such Trademarks or the reputation of the Licensor.

7.   QUALITY

     The Licensee shall use its reasonable best efforts to improve the quality
     of KongZhong Net, so to protect and enhance the reputation of the
     Trademarks.

8.   PROMOTION MATERIAL

     In all cases where the Licensee makes promotion material involving the
     Trademarks, the production cost of such material thereof shall be borne by
     the Licensee. All copyrights or other intellectual property rights of such
     material concerning the Trademarks thereto shall be the sole and exclusive
     property of the Licensor whether developed by the Licensor or the Licensee.
     The Licensee agrees not to advertise or publicize any of the Trademarks on
     radio, television, papers, magazines, the Internet or otherwise the prior
     written consent of the Licensor.

9.   EFFECTIVE DATE AND TERM

     9.1  This Agreement has been duly executed as of the date first set forth
          above and shall be effective simultaneously. The term of this
          Agreement is 10 (ten) years unless earlier terminated as set forth in
          this Agreement.


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<PAGE>

     9.2  Unless any other provisions set forth in written form, this Agreement
          shall be applicable to any other trademarks licensed to the Licensee
          within the term of this Agreement. After the execution of this
          Agreement, the Licensor and Licensee shall review this Agreement every
          3 months to determine whether to make any amendment or supplement to
          this Agreement upon the detail situation.

     9.3  This Agreement shall be extended for 10 (ten) years automatically only
          if the Licensor gives the Licensee written notice of termination of
          this Agreement 3 (three) months prior to the expiration of this
          Agreement. However, the Licensee has no right to determine whether to
          extend.

10.  RECORD FILING

     Within 3(three) months after the Licensor becomes the exclusive owner of
     the Trademarks, both parties shall, in compliance with the law of China,
     make a record filing of the copy of the Agreement to the relevant trademark
     authority of China (if applicable). Both parties agree to execute or
     furnish the relevant documents required in line with the principal hereof
     and relevant laws.

11.  TERMINATION

     11.1 This Agreement shall expire on the date due or the date when the
          Licensor's right of ownership terminates unless this Agreement is
          extended as set forth above.

     11.2 Without prejudice to any legal or other rights or remedies of the
          party who asks for termination of this Agreement, any party has the
          right to terminate this Agreement immediately with written notice to
          the other party in the event the other party materially breaches this
          Agreement including without limitation to Sections 6.1, 6.2 and 6.3 of
          this Agreement and fails to cure its breach within 30 days from the
          date it receives written notice of its breach from the non-breaching
          party.

     11.3 During the term of this Agreement, the Licensor may terminate this
          Agreement at any time with a written notice to the Licensee 30 days
          before such termination. The Licensee shall not terminate this
          Agreement in prior.

     11.4 Article 3, 4, 6, 15 and 16 shall survive after the termination or
          expiration of this Agreement.

12.  FORCE MAJEURE




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<PAGE>

     12.1 Force Majeure means any event that is beyond the party's reasonable
          control and cannot be prevented with reasonable care including but not
          limited to the acts of governments, nature, fire, explosion, typhoon,
          flood, earthquake, tide, lightning and war. However, any shortage of
          credit, capital or finance shall not be regarded as an event of Force
          Majeure. The party affected by Force Majeure shall notify the other
          party without delay.

     12.2 In the event that the affected party is delayed in or prevented from
          performing its obligations under this Agreement by Force Majeure, only
          within the scope of such delay or prevention, the affected party will
          not be responsible for any damage by reason of such a failure or delay
          of performance. The affected party shall take appropriate measures to
          minimize or remove the effects of Force Majeure and attempt to resume
          performance of the obligations delayed or prevented by the event of
          Force Majeure, and the affected party will not be responsible to such
          performance and will only be responsible to the delayed parts of
          performance. After the event of Force Majeure is removed, both parties
          agree to resume the performance of this Agreement with their best
          efforts.

13.  NOTICES

     Notice or other communications required to be given by any party pursuant
     to this Agreement shall be written in English and Chinese and shall be
     deemed to be duly given when it is delivered personally or sent by
     registered mail or postage prepaid mail or by a recognized courier service
     or by facsimile transmission to the address set forth below.

     The Licensor: KONGZHONG INFORMATION TECHNOLOGIES (BEIJING) CO., LTD.

     Legal Address: Room 809, Block A, Yue Tan Building, 2#, Yue Tan Bei Jie, Xi
     Cheng District, Beijing

     Fax:(86) 10 - 68083118

     Tel.:(86) 10 - 68081818

     Receiver: Yunfan Zhou

     The Licensee: BEIJING KONGZHONG AIRINBOX INFORMATION TECHNOLOGIES CO.,
     LTD.

     Legal Address: Room 809, Block A, Yue Tan Building, 2#, Yue Tan Bei Jie, Xi
     Cheng District, Beijing



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     Fax:(86) 10 - 68083118

     Tel.:(86) 10 - 68081818

     Receiver: Yunfan Zhou

14.  RE-TRANSFER, RE-LICENSE

     This agreement and all the rights and duties hereunder are personal to the
     Licensee. The Licensee agrees that it will not assign, lease or pledge to
     any third party without the written consent of the Licensor.

15.  SETTLEMENT OF DISPUTES

     15.1 The parties shall strive to settle any disputes arising from the
          interpretation or performance through negotiation in good faith. In
          the event that no settlement can be reached through negotiation within
          30 days after one party issues a negotiating notice, either party can
          submit such matter to China International Economic and Trade
          Arbitration Commission (the "CIETAC"). 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 and shall be
          enforceable in accordance with its terms.

     15.2 Except the dispute issues, all parties shall perform their own duties
          under the Agreement good faith.

16.  APPLICABLE LAW

     The execution, validity, performance, interpretation and any disputes of
     this Agreement shall be governed and construed by the laws of the PRC.

17.  AMENDMENT AND SUPPLEMENT

     Any amendment and supplement of this Agreement shall come into force only
     after a written agreement is signed by both parties. The amendment and
     supplement duly executed by both parties shall be part of this Agreement
     and shall have the same legal effect as this Agreement.

18.  ENTIRE AGREEMENT

     This Agreement and all the agreements and/or documents referenced or
     specifically included herein constitute the entire agreement among the
     parties in respect of the


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<PAGE>

     subject matter hereof and supersede all prior oral or written agreements,
     contract, understanding and correspondence among them, including the
     trademark license agreement between the parties dated March 31, 2004.

19.  SEVERABILITY

     Any provision of this Agreement which is invalid or unenforceable due to
     the violation of relevant laws in any jurisdiction shall, as to that
     jurisdiction, be ineffective to the extent of such invalidity or
     unenforceability, without affecting in any way the remaining provisions
     hereof.

20.  WAIVER

     Any party cannot perform the rights, power, or privileges under this
     Agreement shall not be deemed as waiver. Any wholly or partly performance
     of the rights, power, or privileges shall not exclude the performance of
     any other rights, power, or privileges.

21.  EXHIBITS

     The Exhibits referred to in this Agreement are an integral part of this
     Agreement and have the same legal effect as this Agreement.

          IN WITNESS THEREOF the parties hereto have caused this Agreement to be
     duly executed by a duly authorized representative each on behalf of the
     party here to as of the date first set forth above.


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<PAGE>


[Signature page, no Agreement]





The Licensor: KONGZHONG INFORMATION TECHNOLOGIES (BEIJING) CO., LTD.





Authorized Representative:     /s/  Nick Yang









The Licensee:  BEIJING AIRINBOX INFORMATION TECHNOLOGIES CO., LTD.





Authorized Representative:     /s/  Yunfan Zhou




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<PAGE>




                                    EXHIBIT 1

                           LIST OF LICENSED TRADEMARKS



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<PAGE>



                                    EXHIBIT 2

              CALCULATION METHOD AND FORM OF PAYMENT OF LICENSE FEE





     The license fee under this Agreement shall be 5% of the total income of
Licensee. License fee for each Trademark shall be calculated on an average basis
according to the total license fee. The license fee shall be paid every quarter
and the Licensor shall pay the Licensee within 15 days after each quarter. If
the Licensor considers it helpful to the business of the Licensee, the Licensor
at its sole discretion may reduce or exempt whole or any part of the license
fee. Both parties agree that before the Licensor obtains exclusive ownership of
any Trademark, no license fee in respect of such Trademark will be charged.


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