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Operating Agreement - Hurray! Times Communications (Beijing) Ltd., Hurray! Solutions Ltd., Wang Qindai and Xiang Songzuo

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                               Operating Agreement

     This Operating Agreement ("Agreement") is entered into on the day of May 5,
2004 among the following parties:

Party A: Hurray! Times Communications (Beijing) Ltd.
Address: Room B 07-A, Tong Heng Plaza, No.4 Huanyuan Road, Haidian District,
         Beijing

Party B: Hurray! Solutions Ltd.
Address: Room 318, Floor 3, No.12 Fuxing Road, Haidian District, Beijing

Party C: Wang Qindai
Address: No 50, Dajue Hutong, Xicheng District, Beijing

Party D: Xiang Songzuo
Address: 502, Building 29, Fumin Xincun, Futian District, Shenzhen City,
         Guangdong Province

WHEREAS:

1.   Party A is a wholly foreign-owned enterprise registered in the People's
     Republic of China (the "PRC");

2.   Party B is a limited liability company registered in the PRC and is
     approved by competent governmental authorities to carry on the business of
     providing information services on the value-added telecommunication
     services;

3.   Party A has established a business relationship with Party B by entering
     into Exclusive Technical Consulting and Services Agreement;

4.   Pursuant to Exclusive Technical Consulting and Services Agreement between
     Party A and Party B, Party B shall pay a certain amount of money to Party
     A. However, the relevant payables have not been paid yet and the daily
     operation of Party B will have a material effect on its capacity to pay the
     payables to Party A.

5.   Party C is a shareholder of Party B who owns 85% equity in Party B.

6.   Party D is a shareholder of Party B who owns 15% equity in Party B.

7.   Party A, Party B, Party C and Party D, agree to further clarify matters
     relating to the operation of Party B pursuant to provisions herein.

<PAGE>

     NOW THEREFORE, Party A, Party B, Party C and Party D through mutual
     negotiations hereby agree as follows:

1.   In order to ensure Party B's normal operation, Party A agrees, subject to
     Party B's satisfaction of the relevant provisions herein, to act as the
     guarantor for Party B in the contracts, agreements or transactions in
     association with Party B's operation between Party B and any other third
     party and to provide full guarantee for Party B in performing such
     contracts, agreements or transactions subject to applicable laws. Party B
     agrees to mortgage the receivables of its operation and all of the
     company's assets which have not been mortgaged to any third party as at the
     execution date of this Agreement to Party A as a counter guarantee.
     Pursuant to the above guarantee arrangement, Party A, as the guarantor for
     Party B and upon request of Party B's counter parties, shall enter into
     written guarantee contracts with such parties.

2.   In consideration of the requirement of Article 1 herein and to ensure the
     performance of the various operation agreements between Party A and Party B
     and to ensure the payment of the various payables by Party B to Party A,
     Party B together with its shareholders Party C and Party D, hereby jointly
     agree that Party B shall not conduct any transaction which may materially
     affect its assets, obligations, rights or the company's operation without
     obtaining a prior written consent from Party A or Party A's Affiliates,
     including without limitations to the following contents:

     2.1 To borrow money from any third party or assume any debt;

     2.2 To sell to any third party or acquire from any third party any assets
     or rights, including without limitations to any intellectual property
     rights;

     2.3 To provide real guarantee for any third party with its assets or
     intellectual property rights; and

     2.4 To assign to any third party the agreements entered into by it.

3.   In order to ensure the performance of the various agreements between Party
     A and Party B and to ensure the payment of the various payables by Party B
     to Party A, Party B together with its shareholders Party C and Party D
     hereby jointly agree to accept the provision of the corporate policies and
     guidance by Party A at any time in respects of appointment and dismissal of
     the company's employees, the company's daily operation administration and
     the company's financial administrative system.

4.   Party B together with its shareholders Party C and Party D hereby jointly
     agree that Party B, Party C and Party D shall appoint the personnel
     recommended by Party A as the directors of Party B, and Party B shall
     engage Party A's high ranking officers or any other candidate recommended
     by Party A as Party B's General Manager, Chief

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<PAGE>

     Financial Officer, and other high ranking officers. If any of the above
     officers leaves or is fired by Party A, he or she will lose the
     qualification to undertake any positions in Party B and Party B, Party C
     and Party D shall appoint other high officers of Party A recommended by
     Party A to undertake such position.

     To ensure performance of such arrangement, Party A and Party B agree to
cause such directors and high ranking officers to enter into director or high
ranking officer engagement agreements with Party B in compliance with the above
arrangement.

     Party C and Party D hereby agree to sign an authorization agreement upon
execution of this Agreement, by which Party C and Party D will authorize the
individual employed by Party A to exercise all of their respective voting rights
as a shareholder at Party's shareholder meetings according to laws and articles
of association of the company.

5.   Party B together with its shareholders Party C and Party D hereby jointly
     agree and confirm that except the stipulation set forth in Article 1
     herein, Party B shall seek a guarantee from Party A first if Party B needs
     any guarantee for its performance of any contract or loan of working
     capital in the course of operation. In this case, Party A shall have the
     right but not the obligation to provide appropriate guarantee to Party B on
     its own discretion. If Party A decides not to provide such guarantee, Party
     A shall issue a written notice to Party B immediately and Party B shall
     seek a guarantee from other third party.

6.   In the event that any of the agreements between Party A and Party B
     terminates or expires, Party A shall have the right but not the obligation
     to terminate all agreements between Party A and Party B including without
     limitation to Exclusive Technical Consulting and Services Agreement.

7.   Any amendment and supplement of this Agreement shall be in a written form.
     The amendment and supplement after being duly executed by each Party shall
     be part of this Agreement and shall have the same legal effect as this
     Agreement.

8.   This Agreement shall be governed by and construed in accordance with the
     PRC law.

9.   the parties shall strive to settle any dispute arising from the
     interpretation or performance in connection with this Agreement 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 in
     accordance with the current rules of CIETAC. The arbitration proceedings
     shall take place in Beijing and shall be conducted in Chinese. The
     arbitration award shall be final and binding upon the parties.

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<PAGE>

10.  Notice. Any notice which is given by the parties hereto for the purpose of
     performing the rights, duties and obligations hereunder shall be in
     writing. Where such notice is delivered personally, the time of notice is
     the time when such notice actually reaches the addressee; where such notice
     is transmitted by telex or facsimile, the notice time is the time when such
     notice is transmitted. If such notice does not reach the addressee on
     business date or reaches the addressee after the business time, the next
     business day following such day is the date of notice. The delivery place
     is the address first written above of the parties hereto or the address
     advised in writing from time to time. The writing form includes facsimile
     and telex.

11.  This Agreement shall be executed by a duly authorized representative of
     each party as of the date first written above and become effective
     simultaneously. The term of this agreement is ten years unless early
     termination occurs in accordance with the relevant provisions herein. This
     Agreement may be renewed only upon Party A's written confirmation prior to
     the term of this Agreement expires. The renewed term shall be determined
     pursuant to Party A's written confirmation.

12.  This Agreement shall be terminated on the expiring date unless it is
     renewed in accordance with the relevant provision herein. During the valid
     term of this Agreement, Party B, Party C and Party D shall not terminate
     this Agreement. Notwithstanding the above stipulation, Party A shall have
     the right to terminate this Agreement at any time by issuing a thirty days
     prior written notice to Party B, Party C and Party D.

13.  This Agreement is executed in four copies in Chinese.

     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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<PAGE>

Operating Agreement

(No text on this page)


By: /s/ Xiang Songzuo
    ------------------------------------
Party A: Hurray! Times Communications (Beijing) Ltd.

Authorized Representative:
Name: Xiang Songzuo
Position:
Date:


By: /s/ Xiang Songzuo
    ------------------------------------
Party B: Hurray! Solutions Ltd.

Authorized Representative:
Name: Xiang Songzuo
Position:
Date:


By: /s/ Wang Qindai
    ------------------------------------
Party C: Wang Qindai

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

Date:


By: /s/ Xiang Songzuo
    ------------------------------------
Party D: Xiang Songzuo

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

Date:

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