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                                                                   EXHIBIT 10.23

                            ASSET TRANSFER AGREEMENT

                                      among

         Focus Media Digital Information Technology (Shanghai) Co., Ltd.

                                       and

                Shanghai New Focus Media Advertisement Co., Ltd.

                                   Dated as of

                                December 31 2005

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ASSET TRANSFER AGREEMENT

This ASSET TRANSFER AGREEMENT (this "AGREEMENT"), dated as of December 31 2005,
is entered into by and between the following parties:

(1)   FOCUS MEDIA DIGITAL INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD., a company
      of limited liabilities incorporated under the laws of China, with its
      legal address at Room A72, Floor 28, No.369, Jiangsu Road, Changning
      District, Shanghai (hereinafter, the " SELLER");

(2)   SHANGHAI NEW FOCUS MEDIA ADVERTISEMENT CO., LTD., a company of limited
      liabilities incorporated under the laws of China, with its legal address
      at Room A72, Floor 28, No.369, Jiangsu Road, Changning District, Shanghai
      (hereinafter, the " BUYER").

WHEREAS:

The Seller, as a technology company, owns the assets and equipments for the
operation of LCD advertisement. The Seller desires to sell to the Buyer, and the
Buyer desires to purchase from the Seller, the assets in connection with the
business of the seller, upon the terms and subject to the conditions set forth
in this Agreement.

THEREFORE, the parties hereto hereby agree as follows:

1.          DEFINITION

1.1         Unless otherwise stipulated in the provisions or in the context of
            this Agreement, the following terms shall bear the meaning as
            follows:

            "TRANSFER ASSETS" shall mean the Seller's assets and equipments
            listed in Evaluation Report as Appendix II.

            "CLOSING" shall mean the completion of the sell and purchase of the
            Transfer Assets pursuant to the Article 4;

            "CLOSING DATE" shall mean the date of Closing;

            "RESTRICTION OF RIGHTS" shall mean all the pledge, mortgage, lien,
            security rights, preemption, option or any other restriction of
            rights or third party rights or any claim of rights (except for (i)
            lien raised or result from the repair or other similar situation
            during the ordinary course of business, and (ii) general ownership
            appointment and

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            ownership reservation clause reached during the ordinary course of
            business for the purchase of goods);

            "PARTIES" shall mean the parties to this Agreement and their
            respective successors or ASSIGNEES;

            "PRC" shall mean the People's Republic of China, for the purpose of
            this Agreement, not including Hong Kong, Macao Special
            Administrative Region and Taiwan;

            "WARRANT" shall mean all the representations, warrants and
            undertakings included or in relation to the Article 6 and Appendix
            I; and,

            "RMB" shall mean the legal currency of PRC.

1.2         The articles and appendix cited in this Agreement shall be the
            articles and appendix of this Agreement (unless otherwise stipulated
            in the context). The context and appendix constitute the whole
            Agreement.

1.3         The titles of the articles contained herein shall be for convenience
            only, and shall not affect the interpretation of the provisions
            hereof.

1.4         If allowed by the context, the wording as of "Seller" and "Buyer"
            shall include the Seller and Buyer's respective successors,
            authorized representatives and the assignees with their consent.

2.          SELL OF THE TRANSFER ASSETS

2.1         Restricted by the provisions of this Agreement, the Seller shall be
            the legal owner to sell and cause the Buyer to obtain all the
            Transfer Assets without any restriction of rights hereupon.

2.2         Except for the assets and obligations clearly specified in the
            Agreement, under this Agreement, the Buyer shall not be deemed to be
            transferred of other assets or obligations from the Seller, nor be
            deemed to undertake any duty or obligations in relation to such
            assets and obligations.

3.          CONSIDERATION

            The Parties understand that the sell and purchase of the Transfer
            Assets under this Agreement shall for the interest of the Parties;
            and the Parties acknowledge that the consideration, which is full,
            non-gratuitous and

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            made with good faith, for the execution and the performance of this
            Agreement, has been accepted by the Parties. Based on such
            understanding, the Parties agree that the consideration payable by
            the Buyer under this Agreement shall be the evaluation price in the
            Evaluation Report, i.e. RMB 251,499,950.11 in total; and the Seller
            undertakes that, except for the consideration stipulated above, it
            shall not, by virtue of any other reason, request the Buyer to pay
            other consideration in respect of the execution and the performance
            of this Agreement.

4.          OBLIGATION OF THE SELLER

4.1         In case that no breach to the Warrant, the Seller shall undertake:

            4.1.1 any indebtedness, duty and obligation on the Transfer Assets
                  existing before and on the Closing Date raised by virtue of
                  any restriction of rights, regardless of such obligation
                  raised before or after the Closing Date; and

            4.1.2 any third party's claim or obligation in respect of the
                  Transfer Assets result from any do or no-to-do by the Seller
                  before or on the Closing Date.

5.          WARRANT

5.1         The Seller hereby represents warrants and undertakes to the Buyer in
            respect of the factuality and accuracy of the Warrant.

5.2         The Seller hereby acknowledges that the Buyer executes this
            Agreement due to its believing of the Warrant under this Agreement
            and the Buyer executes this Agreement based on such Warrant.

5.3         The Seller hereby warrants that at any time it shall indemnify the
            Buyer for and against any loss, damage, interest, cost and expense,
            under the circumstances that such indemnification will not restrict
            any rights of the Buyer or infringe any rights of claim of the Buyer
            based on such rights.

5.4         Each Warrant shall be separately made and independent to each other,
            unless clear contrarily stipulated, each Warrant shall not be
            restricted by other Warrant or any provision of this Agreement or be
            deduced from any Warrant or any provision of this Agreement.

5.5         The interest under this Article can be transferred without
            restriction in a

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            whole or partially transferred by the one who enjoys the interest at
            the time of such transfer.

5.6         Regardless of the Closing, any Warrant and any provision of this
            Agreement, which are not completely performed, shall be remain
            effective.

6.          BREACH

6.1         The Parties agree and confirm that, if any party (hereinafter the
            "DEFAULTING PARTY") breaches substantially any of the provisions
            herein or omits substantially to perform any of the obligations
            hereunder, or fails substantially to perform any of the obligations
            under this Agreement, such a breach or omission shall constitute a
            default under this Agreement (hereinafter a "DEFAULT"), then any
            party of the Non-Defaulting Party ("NON-DEFAULTING PARTY") shall
            have the right to require the Defaulting Party to rectify such
            Default or take remedial measures within a reasonable period. If the
            Defaulting Party fails to rectify such Default or take remedial
            measures within such reasonable period or within ten (10) days of
            the other Party's notifying the Defaulting Party in writing and
            requiring it to rectify the Default, then Non-Defaulting Party shall
            have the right at its own discretion to (1) terminate this Agreement
            and require the Defaulting Party to indemnify it for all the damage;
            or (2) request mandatory performance of the obligations of the
            Defaulting Party hereunder and require the Defaulting Party to
            indemnify it for all the damage.

6.2         Notwithstanding any other provisions herein, the validity of this
            Article shall stand disregarding the suspension or termination of
            this Agreement.

7.          FORCE MAJEURE

            If the performance or duly performance of one party is directly
            affected by earthquake, typhoon, flood, war, computer virus, flaw in
            tool software, the attack of hacker on the internet, change of
            policy and law and other event which is unforeseeable, unavoidable
            and insurmountable, the party affected by the Force Majeure shall at
            once announce the other party of the Force Majeure by facsimile and,
            within thirty (30) days, provide the other party with the detailed
            information of the Force Majeure and a valid evidencing document
            issued by the relevant notarization organization, stating the
            reasons that the Agreement cannot be performed or would be performed
            with delay. The Parties, by reference to the influence of the Force
            Majeure for the performance of this Agreement, shall thereby make
            consultation on whether or not to partially release the obligations
            of one party from

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