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                                                                   EXHIBIT 10.28

                              NON COMPETE AGREEMENT

NON COMPETE AGREEMENT (this "Agreement"), effective as of ____________, 2004,
between KongZhong Corporation, an exempted company organized and existing under
the laws of the Cayman Islands (the "Company"), and ________________________,
residing at __________ ________________________________(the "Executive").

                                     RECITAL

The Executive and the Company has entered into an agreement providing for the
Company's employment of Executive (the "Employment Agreement") and deem it in
their respective interests to enter into an agreement providing the obligation
of non-compete for the Executive.

                                   WITNESSETH

In consideration of the mutual promises and agreements contained herein, and for
other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:

1.    COVENANT NOT TO COMPETE

      Executive hereby agrees that, during the term of employment under the
      Employment Agreement and for a period of one (1) year thereafter, the
      Executive shall not:

      1.1   engage or participate in, directly or indirectly (whether as an
            officer, director, employee, partner, consultant, holder of an
            equity or debt investment, lender or in any other manner or
            capacity), or lend his name (or any part, variant or formative
            thereof) to, any wireless date service business which is, or as a
            result of the Executive's engagement or participation would become,
            competitive with any significant aspect of the



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            business of the Company, which, measured by revenue generated,
            accounts at least 10% of the Company's business;

      1.2   solicit any officer, director, employee or agent of the Company to
            become an officer, director, employee or agent of the Executive, his
            respective affiliates or anyone else;

      1.3   engage in or participate in, directly or indirectly, any business
            conducted under any name that shall be the same as or similar to the
            name of the Company or any trade name used by it that is (i)
            directly or indirectly competitive with the business of the Company
            or (ii) engaged in any related activity where the use of such name
            is reasonably likely to result in confusion; and

      1.4   transfer, sell, assign, pledge, hypothecate, give, create a security
            interest in or lien on, place in trust (voting or otherwise), or in
            any other way dispose of more than 1% of total outstanding shares of
            the Company as of the date of said disposition in one or a series of
            related transactions directly owned of record by the Executive to
            any person which is competitive with any significant aspect of the
            business of the Company, which, measured by revenue generated,
            accounts at least 10% of the Company's business.

2.    VIOLATION OF THIS AGREEMENT

      2.1   In the event that the Executive do not comply with the terms of this
            Agreement, any profit sharing or stock options to which the
            Executive would otherwise be entitled shall be subject restriction,
            forfeiture or other dispositions to be decided by the Board of
            Directors of the Company.



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            In the event the Executive does not comply with the terms of this
            Agreement, the Company reserves the right to discharge the Executive
            as an employee. Furthermore, the Company reserves the right to
            recover monetary damages from the Executive, and the Company may
            also recover punitive damages to the extent permitted by law. In the
            event that monetary damages are an inadequate remedy for any harm
            suffered by the Company as a result of a breach of this Agreement by
            the Executive, the Company may also seek other relief, including an
            order of specific performance or injunctive relief.

      2.3   The Executive further agree to indemnify and hold the Company
            harmless from any damages, losses, costs or liabilities (including
            legal fees and the costs of enforcing this indemnity agreement)
            arising out of or resulting from failure of the Executive to abide
            by the terms of this Agreement.

3.    ACKNOWLEDGMENT

      3.1   The Executive agree that, in light of the substantial benefits the
            Executive will receive as the Company's employee, the terms
            contained in this Agreement are necessary and reasonable in all
            respects and that the restrictions imposed on the Executive are
            reasonable and necessary to protect the Company's legitimate
            business interests. Additionally, the Executive hereby acknowledge
            and agree that the restrictions imposed on the Executive by this
            Agreement will not prevent the Executive from obtaining employment
            in its field of expertise or cause the Executive undue hardship.

      3.2   By accepting this Agreement, the Executive acknowledge that, given
            the nature of the Company's business, the provisions contained in
            this Agreement contain reasonable limitations as to time,
            geographical area and scope of activity to be restrained, and do not
            impose a greater restraint than is necessary to protect and preserve
            the Company and to protect the Company's legitimate interests. If,
            however, the provisions of this Agreement are determined by any
            court of competent jurisdiction or any arbitrator to be
            unenforceable by reason of its extending for too long a period of
            time or over too large a geographic area or by reason of its being
            too extensive in any other respect, or for any other reason, it



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            will be interpreted to extend only over the longest period of time
            for which it may be enforceable and over the largest geographical
            area as to which it may be enforceable and to the maximum extent in
            all other aspects as to which it may be enforceable, all as
            determined by such court or arbitrator in such action.

4.    MISCELLANEOUS

      4.1   This Agreement shall be governed by and construed in accordance with
            the laws of the Cayman Islands, without regard to any conflicts of
            laws provision thereof.

      4.2   If any provision of this Agreement or any portion thereof is
            declared invalid, illegal, or incapable of being enforced by any
            court of competent jurisdiction, the remainder of such provisions
            and all of the remaining provisions of this Agreement shall continue
            in full force and effect.

      4.3   Section headings in this Agreement are included herein for
            convenience of reference only and shall not constitute a part of
            this Agreement for any other purpose.

      4.4   Failure to insist upon strict compliance with any of the terms,
            covenants, or conditions hereof shall not be deemed a waiver of such
            term, covenant, or condition, nor shall any waiver or relinquishment
            of, or failure to insist upon strict compliance with, any right or
            power hereunder at any one or more times be deemed a waiver or
            relinquishment of such right or power at any other time or times.

      4.5   Executive acknowledges (i) that he has consulted with or has had the
            opportunity to consult with independent counsel of his own choice
            concerning this Agreement and has been advised to do so by the
            Company, and (ii) that he has read and understands the Agreement, is
            fully aware of its legal effect, and has entered into it freely
            based on his own judgment.

      4.6   This Agreement may be executed in several counterparts, each of
            which shall be deemed to be an original but all of which together
            will constitute one and the



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            same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.




ABC INC.



By:
   --------------------------------
Title:



ACCEPTED AND AGREED TO:



By:
   --------------------------------
Name:





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