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                                                                    EXHIBIT 10.9

                      AMENDED AND RESTATED OPTION AGREEMENT

THIS AMENDED AND RESTATED OPTION AGREEMENT ("Agreement") is made on this 10th
day of May, 2004 in Beijing, People's Republic of China ("PRC")

among

(1)  KONGZHONG INFORMATION TECHNOLOGIES (BEIJING) CO., LTD. [CHINESE
     CHARACTERS], with its registered address at Room 1205, CEC Building, No.6
     South Street of Zhong Guan Cun, Hai Dian District, Beijing, PRC ("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")

(3)  YANG, SONGLIN, a PRC citizen whose PRC identification number is
     410105490701051 and whose residential address is 13A, No. 9 Building, Guang
     Cheng South Garden, Ma Dian, Beijing , PRC ("Yang")

(4)  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")

and

(5)  Cha, Yang, a PRC citizen whose PRC identification number is
     110108196401019036, and whose residential address is 13A, No. 9 Building,
     Guang Cheng South Garden, Ma Dian, Beijing , PRC ("Cha")

(Each of Zhou, Yang, Huang and Cha 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, Yang, Huang and Cha together hold 100% of the registered capital of
     Beijing AirInBox Information Technologies Co., Ltd. ("Beijing AirInBox"), a
     limited liability company, with a registered capital of RMB 10,000,000.
     (the "Equity Interests") and respectively, Zhou holds 10%, Yang holds 42%,
     Huang holds 3%,


bj-4825

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and Cha holds 45%.


C.   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:


                         ARTICLE 1: GRANT OF THE OPTION

1.1  Purchase Option
     ---------------

     Each of Zhou, Yang, Huang and Cha 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 twenty thousand
     (20,000) per one (1) percent of the registered capital of Beijing AirInBox,
     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



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          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 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

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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 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
     AirInBox, 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 powder 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;



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     4.14 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;

     4.1.6 its equity shareholding in Beijing AirInBox is free and clear from
          all liens, encumbrances and third party rights;

     4.1.7 it will not transfer, donate, pledge, or otherwise dispose of its
          equity shareholdings in any way unless otherwise agreed by KongZhong
          Beijing;

     4.1.8 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; and

     4.1.9 Zhou further represents and warrants to KongZhong Beijing that he
          owns 10% of the Equity Interests of Beijing AirInBox, Yang further
          represents and warrants to KongZhong Beijing that he owns 42% of the
          Equity Interests of Beijing AirInBox, Huang further represents and
          warrants to KongZhong Beijing that he owns 3% of the Equity Interests
          of Beijing AirInBox and Cha further represents and warrants to
          KongZhong Beijing that he owns 45% of the Equity Interests of Beijing
          AirInBox. 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, 4.1.7
          and 4.1.8 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 COTAB that:

     4.2.1 he 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 AirInBox. 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.



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     4.2.2 he will, upon request by KongZhong Beijing, establish a domestic
          entity to hold the interests in Beijing AirInBox as a Chinese party in
          case Beijing AirInBox 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.


                                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
     ------------------------



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     The contents of this Agreement and the Annexes hereof 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 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
     ---------

     The Parties may enter into discussions regarding any extension of this
     Agreement one (1) month prior to its expiration.

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 Technologies
                                          (Beijing) Co., Ltd.
     Address                          :   Room 809, Tower A, No. 2 Yuetan North
                                          Street, Xicheng District, Beijing,
                                          China
     Zip code                         :   100045
     Telephone                        :   (86 10) 68083188



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

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

     Cha, Yang                        :   Cha, Yang
     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 tine 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



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               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 five (5) 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
     --------

     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 TECHNOLOGIES (BEIJING) CO., LTD.

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


Seal:

ZHOU, YUNFAN


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

YANG, SONGLIN

Signature: /s/ Songlin Yang
           ------------------------

HUANG, ZHEN

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

CHA, YANG

Signature: /s/ Yang Cha
           ------------------------





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