<PAGE>
                                                                       Ex. 10.46

                              CALL OPTION AGREEMENT

                                      AMONG

                                     LEI LIU

                                    YONG SHI

                SHANGHAI FRAMEDIA INVESTMENT CONSULTANCY CO., LTD

                                       AND

                GUANGDONG CENTURY SHENGHUO ADVERTISEMENT CO., LTD

<PAGE>

                              CALL OPTION AGREEMENT

This CALL OPTION AGREEMENT (this "AGREEMENT") is entered into in Shanghai of the
People's Republic of China (the "PRC") as of January 13, 2006 by and among the
following Parties:

(1)  LEI LIU
     ID NO: 620102197307205816
     CONTACT ADDRESS: Room 208, 4 Building, Eastern Yumin Lane, Beijing

(2)  YONG SHI
     ID NO: 622301731219001
     CONTACT ADDRESS: Beijing Water Pump Factory, Tongzhou District, Beijing

(3)  SHANGHAI FREMEDIA INVESTMENT CONSULTANCY CO., LTD (hereinafter "FRAMEDIA
     INVESTMENT")
     REGISTERED ADDRESS: Room 1, 17 Lan, Hengshan Rd., Shanghai
     LEGAL REPRESENTATIVE: Jason Nanchun Jiang

(4)  GUANGDONG CENTURY SHENGHUO ADVERTISEMENT CO., LTD (hereinafter "CENTURY
     SHENGHUO")
     REGISTERED ADDRESS: Room 2007, 175 Northern Tianhe Rd., Guangzhou
     LEGAL REPRESENTATIVE: Lei LIU

     (Lei LIU and Yong SHI hereinafter individually referred to as a
     "SHAREHOLDER" and collectively, the "SHAREHOLDERS". The Shareholders,
     Framedia Investment and Century Shenghuo hereinafter shall be individually
     referred to as a "PARTY" and collectively referred to as the "PARTIES".)

WHEREAS:

(1)  Shareholders are the enrolled shareholders of Century Shenghuo, legally
     holding all the equity of Century Shenghuo as of the execution date of this
     Agreement; among which, Lei LIU holds 90% equity interest in Century
     Shenghuo while Yong SHI holds 10%.

(2)  The Shareholders intend to transfer to Framedia Investment, and Framedia
     Investment is willing to accept, all their respective equity interest in
     the Century Shenghuo (as defined below), to the extent not violating PRC
     Law.

(3)  In order to conduct the above equity transfer, the Shareholders agree to
     jointly grant Framedia Investment an irrevocable call option for equity
     transfer (hereinafter the "Call Option"), under which and to the extent
     permitted by PRC Law, the


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<PAGE>

     Shareholders shall on demand of Framedia Investment transfer the Option
     Equity (as defined below) to Framedia Investment and/or any other entity or
     individual designated by it in accordance with the provisions contained
     herein.

THEREFORE, the Parties hereby have reached the following agreement upon mutual
consultations:

                             ARTICLE 1 - DEFINITION

1.1  Except as otherwise construed in the context, the following terms in this
     Agreement shall be interpreted to have the following meanings:

"PRC LAW" shall mean the then valid laws, administrative regulations,
administrative rules, local regulations, judicial interpretations and other
binding regulatory documents of the People's Republic of China.

"OPTION EQUITY" shall mean, in respect of each of the Shareholders, all of the
equity interest held thereby in the Century Shenghuo Registered Capital (as
defined below).

"CENTURY SHENGHUO REGISTERED CAPITAL" shall mean as of the execution date of
this Agreement, and the registered capital of Century Shenghuo, which shall
include any expanded registered capital as the result of any capital increase
within the term of this Agreement.

"TRANSFERRED EQUITY" shall mean the equity of Century Shenghuo which Framedia
Investment has the right to require the Shareholders to transfer to it or its
designated entity or individual when Framedia Investment exercises its Call
Option (hereinafter the "EXERCISE OF OPTION") in accordance with Article 3.2
herein, the amount of which may be all or part of the Option Equity and the
details of which shall be determined by Framedia Investment at its sole
discretion in accordance with the then valid PRC Law and from its commercial
consideration.

"TRANSFER PRICE" shall mean all the consideration that Framedia Investment or
its designated entity or individual is required to pay to the Shareholders in
order to obtain the Transferred Equity upon each Exercise of Option. Upon each
Exercise of Option of any Century Shenghuo by Framedia Investment, all the
Transfer Price that Framedia Investment or its designated entity or individual
shall pay to the Shareholders shall be calculated by multiplying the ratio of
such Option Equity to the registered capital of such Century Shenghuo with the
total amount of the registered capital of such Century Shenghuo. If there exists
any regulatory provision with respect to Transfer Price under the then PRC Law,
Framedia Investment or its designated entity or individual shall be entitled to
determine the lowest price permitted by PRC Law as the Transfer Price.

"BUSINESS PERMITS" shall mean any approvals, permits, filings, registrations
etc. which Century Shenghuo is required to have for legally and validly
operating its


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<PAGE>

advertisement designing, producing, agency, publishing and all such other
businesses, including but not limited to the Business License of the Corporate
Legal Person, the Tax Registration Certificate and such other relevant licenses
and permits as required by the then PRC Law.

"CENTURY SHENGHUO ASSETS" shall mean, in respect of any Century Shenghuo, all
the tangible and intangible assets which such Century Shenghuo owns or has the
right to use during the term of this Agreement, including but not limited to any
immoveable and moveable assets, and such intellectual property rights as
trademarks, copyrights, patents, proprietary know-how, domain names and software
use rights.

"MATERIAL AGREEMENT" shall mean an agreement to which any Century Shenghuo is a
party and which has a material impact on the businesses or assets of the Century
Shenghuo, including but not limited to Technology Permission and Service
Agreement and other agreements regarding the Century Shenghuo's advertising
business.

"OTHER CONTRACT" shall mean the Equity Transfer Agreement among the
Shareholders, Shanghai Focus Media Advertisement Co., Ltd. (with its registered
address at F Room 1003, No.1027, Changning Road, Changning District, Shanghai)
and Shanghai Focus Media Co., Ltd. (with its registered address at Room A65, 28
Floor, No.369, Jiangsu Road, Changning District, Shanghai); according to such
contract, Shareholders agree to transfer the equity interest they hold in
Century Shenghuo to Shanghai Focus Media Advertisement Co., Ltd and Shanghai
Focus Media Co., Ltd.

1.2  The references to any PRC Law herein shall be deemed

     (1)  to include the references to the amendments, changes, supplements and
          reenactments of such law, irrespective of whether they take effect
          before or after the formation of this Agreement; and

     (2)  to include the references to other decisions, notices or regulations
          enacted in accordance therewith or effective as a result thereof.

1.3  Except as otherwise stated in the context herein, all references to an
     Article, clause, item or paragraph shall refer to the relevant part of this
     Agreement.

                        ARTICLE 2 - GRANT OF CALL OPTION

     The Parties agree to exclusively grant Framedia Investment hereby
     irrevocably and without any additional conditions with a Call Option, under
     which Framedia Investment shall have the right to require the Shareholders
     to transfer the Option Equity to Framedia Investment or its designated
     entity or individual in such method as set out herein and as permitted by
     PRC Law. Framedia Investment also agrees to accept such Call Option.


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<PAGE>

                    ARTICLE 3 - METHOD OF EXERCISE OF OPTION

3.1  To the extent permitted by PRC Law, Framedia Investment shall have the sole
     discretion to determine the specific time, method and times of its Exercise
     of Option.

3.2  If the then PRC Law permits Framedia Investment and/or other entity or
     individual designated by it to hold all the equity interest of Century
     Shenghuo, then Framedia Investment shall have the right to elect to
     exercise all of its Call Option at once, where Framedia Investment and/or
     other entity or individual designated by it shall accept all the Option
     Equity from the Shareholders at once; if the then PRC Law permits Framedia
     Investment and/or other entity or individual designated by it to hold only
     part of the equity in Century Shenghuo, Framedia Investment shall have the
     right to determine the amount of the Transferred Equity within the extent
     not exceeding the upper limit of shareholding ratio set out by the then PRC
     Law (hereinafter the "SHAREHOLDING LIMIT"), where Framedia Investment
     and/or other entity or individual designated by it shall accept such amount
     of the Transferred Equity from the Shareholders. In the latter case,
     Framedia Investment shall have the right to exercise its Call Option at
     multiple times in line with the gradual deregulation of PRC Law on the
     permitted Shareholding Limit, with a view to ultimately acquiring all the
     Option Equity.

3.3  At each Exercise of Option by Framedia Investment, each of the Shareholders
     shall transfer their respective equity in the Century Shenghuo to Framedia
     Investment and/or other entity or individual designated by it respectively
     in accordance with the amount required in the Exercise Notice stipulated in
     Article 3.5. Framedia Investment and other entity or individual designated
     by it shall pay the Transfer Price to each of the Shareholders who have
     transferred the Transferred Equity for the Transferred Equity accepted in
     each Exercise of Option. Framedia Investment shall have the right to elect
     to pay the purchase price by settlement of certain credits held by it or
     its affiliates to the shareholders.

3.4  In each Exercise of Option, Framedia Investment may accept the Transferred
     Equity by itself or designate any third party to accept all or part of the
     Transferred Equity.

3.5  On deciding each Exercise of Option, Framedia Investment shall issue to the
     Shareholders a notice for exercising the Call Option (hereinafter the
     "EXERCISE NOTICE", the form of which is set out as Appendix II hereto). The
     Shareholders shall, upon receipt of the Exercise Notice, forthwith transfer
     all the Transferred Equity in accordance with the Exercise Notice to
     Framedia Investment and/or other entity or individual designated by
     Framedia Investment in such method as described in Article 3.3 herein.


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<PAGE>

3.6  The Shareholders hereby severally undertake and guarantee that once
     Framedia Investment issues the Exercise Notice in respect to the specific
     Transferred Equity of the Century Shenghuo held by it:

     (1)  it shall immediately hold or request to hold a shareholders' meeting
          of the Century Shenghuo and adopt a resolution through the
          shareholders' meeting, and take all other necessary actions to agree
          to the transfer of all the Call Option to Framedia Investment and/or
          other entity or individual designated by it at the Transfer Price and
          waive the possible preemption;

     (2)  it shall immediately enter into an equity transfer agreement with
          Framedia Investment and/or other entity or individual designated by it
          for transfer of all the Transferred Equity to Framedia Investment
          and/or other entity or individual designated by it at the Transfer
          Price; and

     (3)  it shall provide Framedia Investment with necessary support (including
          providing and executing all the relevant legal documents, processing
          all the procedures for government approvals and registrations and
          bearing all the relevant obligations) in accordance with the
          requirements of Framedia Investment and of the laws and regulations,
          in order that Framedia Investment and/or other entity or individual
          designated by it may take all the Transferred Equity free from any
          legal defect.

3.7  At the meantime of this Agreement, the Shareholders shall respectively
     enter into a power of attorney (hereinafter the "POWER OF ATTORNEY", the
     form of which is set out as Appendix III hereto), authorizing in writing
     any person designated by Framedia Investment to, on behalf of such
     Shareholder, to enter into any and all of the legal documents in accordance
     with this Agreement so as to ensure that Framedia Investment and/or other
     entity or individual designated by it take all the Transferred Equity free
     from any legal defect. Such Power of Attorney shall be delivered for
     custody by Framedia Investment and Framedia Investment may, at any time if
     necessary, require the Shareholders to enter into multiple copies of the
     Power of Attorney respectively and deliver the same to the relevant
     government department.

                   ARTICLE 4 - REPRESENTATIONS AND WARRANTIES

4.1  Each of the Shareholders hereby severally represents and warrants in
     respect to it self and the Century Shenghuo in which he holds equity as
     follows:

     4.1.1 Each of the Shareholders is Chinese citizen with full capacity and is
          a person with full and independent legal status and legal capacity to
          execute, deliver and perform this Agreement, and may act independently
          as a litigant party.


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<PAGE>

     4.1.2 This Agreement is executed and delivered by the Shareholders legally
          and properly. This Agreement constitutes the legal and binding
          obligations on the Shareholders and is enforceable on it in accordance
          with its terms and conditions.

     4.1.3 The Shareholders are the enrolled legal owner of the Option Equity as
          of the effective date of this Agreement, and except the rights created
          by this Agreement, the Equity Pledge Agreement (the "EQUITY PLEDGE
          AGREEMENT") and the Shareholders' Voting Rights Proxy Agreement (the
          "PROXY AGREEMENT" entered into by the Shareholders, Century Shenghuo
          and Framedia Investment January 13 2006, there is no lien, pledge,
          claim and other encumbrances and third party rights on the Option
          Equity. In accordance with this Agreement, Framedia Investment and/or
          other entity or individual designated by it may, after the Exercise of
          Option, obtain the proper title to the Transferred Equity free from
          any lien, pledge, claim and other encumbrances and third party rights.

     4.1.4 Century Shenghuo shall obtain complete Business Permits as necessary
          for its operations upon this Agreement taking effect, and Century
          Shenghuo shall have sufficient rights and qualifications to operate
          within PRC the businesses of advertising and other business relating
          to its current business structure. Century Shenghuo has conducted its
          business legally since its establishment and has not incurred any
          cases which violate or may violate the regulations and requirements
          set forth by the departments of commerce and industry, tax, culture,
          news, quality technology supervision, labor and social security and
          other governmental departments or any disputes in respect of breach of
          contract.

                  ARTICLE 5 - UNDERTAKINGS BY THE SHAREHOLDERS

5.1  The Shareholders hereby individually undertake within the term of this
     Agreement that it must take all necessary measures to ensure that Century
     Shenghuo is able to obtain all the Business Permits necessary for its
     business in a timely manner and all the Business Permits remain in effect
     at any time. In case of the expiration of term of operation of the Century
     Shenghuo during the term of this Agreement, without prior written consent
     from Framedia Investment, the Shareholders shall take all necessary measure
     to extend the term of operation of the Century Shenghuo to and until the
     expiration of this Agreement.

5.2  Unless otherwise stipulated by PRC Law applicable during the term of the
     Agreement, the Shareholders hereby individually undertake within the term
     of this Agreement that without the prior written consent by Framedia
     Investment,

     5.2.1 no Shareholders shall transfer or otherwise dispose of any Option
          Equity or create any encumbrance or other third party rights on any
          Option


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<PAGE>

          Equity;

     5.2.2 it shall not increase or decrease the Century Shenghuo Registered
          Capital or cast affirmative vote regarding the aforesaid increase or
          decrease in registered capital;

     5.2.3 it shall not dispose of or cause the management of Century Shenghuo
          to dispose of any of the Century Shenghuo Assets (except as occurs
          during the arm's length operations);

     5.2.4 it shall not terminate or cause the management of Century Shenghuo to
          terminate any Material Agreements entered into by Century Shenghuo, or
          enter into any other Material Agreements in conflict with the existing
          Material Agreements;

     5.2.5 it shall not individually or collectively cause each Century Shenghuo
          to conduct any transactions that may substantively affect the asset,
          liability, business operation, equity structure, equity of a third
          party and other legal rights (except those occurring during the arm's
          length operations or daily operation, or having been disclosed to and
          approved by Framedia Investment in writing);

     5.2.6 it shall not appoint or cancel or replace any executive directors or
          members of board of directors (if any), supervisors or any other
          management personnel of Century Shenghuo to be appointed or dismissed
          by the Shareholders;

     5.2.7 it shall not announce the distribution of or in practice release any
          distributable profit, dividend or share profit or cast affirmative
          votes regarding the aforesaid distribution or release;

     5.2.8 it shall ensure that Century Shenghuo shall validly exist and prevent
          it from being terminated, liquidated or dissolved;

     5.2.9 it shall not amend the Articles of Association of Century Shenghuo or
          cast affirmative votes regarding such amendment;

     5.2.10 it shall ensure that Century Shenghuo shall not lend or borrow any
          money, or provide guarantee or engage in security activities in any
          other forms, or bear any substantial obligations other than on the
          arm's length basis; and

5.3  The Shareholders hereby individually undertake that it must make all its
     efforts during the term of this Agreement to develop the business of
     Century Shenghuo, and ensure that the operations of Century Shenghuo are
     legal and in compliance with the regulations and that it shall not engage
     in any actions or omissions which


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     might harm the Century Shenghuo Assets or its credit standing or affect the
     validity of the Business Permits of Century Shenghuo.

5.4  The Century Shenghuo undertakes that, before Framedia Investment's Exercise
     of Option and acquire all equity of the Century Shenghuo, the Century
     Shenghuo shall not do the following:

     5.4.1 Sell, transfer, mortgage or dispose by other way any assets,
          business, revenue or other legal rights of its own or any Century
          Shenghuo, or permit creating any encumbrance or other third party's
          interest on such assets, business, revenue or other legal rights
          (except as occurs during the arm's length or operations or daily
          operation, or as is disclosed to Framedia Investment and approved by
          Framedia Investment in writing);

     5.4.2 conduct any transactions that may substantively affect the asset,
          liability, business operation, equity structure, equity of a third
          party and other legal rights (except those occurring during the arm's
          length operations or daily operation, or having been disclosed to
          Framedia Investment and approved by Framedia Investment in writing);

     5.4.3 release any dividend or share profit to the Personal Shareholders or
          cause the Century Shenghuo to do so in any form.

                           ARTICLE 6 - CONFIDENTIALITY

6.1  Notwithstanding the termination of this Agreement, the Shareholders shall
     be obligated to keep in confidence the following information (hereinafter
     collectively the "CONFIDENTIAL INFORMATION"):

     (i)  information on the execution, performance and the contents of this
          Agreement;

     (ii) the commercial secret, proprietary information and customer
          information in relation to Framedia Investment known to or received by
          it as the result of execution and performance of this Agreement; and

     (iii) the commercial secrets, proprietary information and customer
          information in relation to Century Shenghuo known to or received by it
          as the shareholder of Century Shenghuo.

     The Shareholders may use such Confidential Information only for the purpose
     of performing its obligations under this Agreement. No Shareholders shall
     disclose the above Confidential Information to any third parties without
     the written consent from Framedia Investment, or they shall bear the
     default liability and indemnify the losses.


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<PAGE>

6.2  Upon termination of this Agreement, both Shareholders shall, upon demand by
     Framedia Investment, return, destroy or otherwise dispose of all the
     documents, materials or software containing the Confidential Information
     and suspend using such Confidential Information.

6.3  Notwithstanding any other provisions herein, the validity of this Article
     shall not be affected by the suspension or termination of this Agreement.

                          ARTICLE 7 - TERM OF AGREEMENT

7.1  Limited by the Article 8.2 and 8.3 of this Agreement, this Agreement shall
     take effect as of the date of formal execution by the Parties with the term
     of twenty (20) years, unless the Parties terminate the Agreement with the
     written agreement in advance, or the Parties terminate the Agreement in
     accordance with section 10.1 of this Agreement. Upon the expiration of this
     Agreement, the Agreement will be automatically renewed for one (1) year,
     unless Framedia Investment gives the other Parties written notice of its
     intention not renew at least thirty (30) days prior to expiration.

7.2  Regardless otherwise stipulated in this Agreement, the event that
     Shareholders transfer the equity interest they hold in Century Shenghuo to
     Shanghai Focus Media Advertisement Co., Ltd (with its registered address at
     F Room 1003, No.1027, Changning Road, Changning District, Shanghai) and
     Shanghai Focus Media Co., Ltd (with its registered address at Room A65, 28
     Floor, No.369, Jiangsu Road, Changning District, Shanghai) shall not
     constitute a breach to this Agreement, provided that the Shareholders cause
     Shanghai Focus Media Advertisement Co., Ltd and Shanghai Focus Media Co.,
     Ltd to simultaneously execute an agreement with Framedia and Century
     Shenghuo in the same content and form with this Agreement upon the
     completion of the above transfer.

7.3  During the term of this Agreement, should the term of operation of any
     Century Shenghuo terminate by any reason; this Agreement to such Century
     Shenghuo and its shareholders (to the extent that it acts as the
     shareholder of such Century Shenghuo) will be terminated.

                               ARTICLE 8 - NOTICE

8.1  Any notice, request, demand and other correspondences made as required by
     or in accordance with this Agreement shall be made in writing and delivered
     to the relevant Party.

8.2  The abovementioned notice or other correspondences shall be deemed to have
     been delivered when it is transmitted if transmitted by facsimile; it shall
     be


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<PAGE>

     deemed to have been delivered when it is delivered if delivered in person;
     it shall be deemed to have been delivered five (5) days after posting the
     same if posted by mail.

                  ARTICLE 9 - LIABILITY FOR BREACH OF CONTRACT

9.1  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 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 non-defaulting 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 select
     any of the following remedial measures:

     (1) to terminate this Agreement and require the Defaulting Party to
     indemnify it for all the damage; or

     (2) mandatory performance of the obligations of the Defaulting Party
     hereunder and require the Defaulting Party to indemnify it for all the
     damage.

9.2  The Parties agree and confirm that in no circumstances shall the
     Shareholders request the termination of this Agreement for any reason,
     except otherwise stipulated by law or this Agreement.

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

                           ARTICLE 10 - MISCELLANEOUS

10.1 This Agreement shall be prepared in the Chinese language in five (5)
     original copies, with each involved Party holding one (1) copy hereof.

10.2 The formation, validity, execution, amendment, interpretation and
     termination of this Agreement shall be subject to PRC Law.

10.3 Any disputes arising hereunder and in connection herewith shall be settled
     through consultations among the Parties to the dispute, and if the Parties
     to the dispute cannot reach an agreement regarding such disputes within
     [thirty (30)]


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<PAGE>

     days of their occurrence, such disputes shall be submitted to China
     International Economic and Trade Arbitration Commission Shanghai Branch for
     arbitration in Shanghai in accordance with the arbitration rules of such
     Commission, and the arbitration award shall be final and binding on all
     Parties to the dispute.

10.4 Any rights, powers and remedies empowered to any Party by any provisions
     herein shall not preclude any other rights, powers and remedies enjoyed by
     such Party in accordance with laws and other provisions under this
     Agreement, and the exercise of its rights, powers and remedies by a Party
     shall not preclude its exercise of its other rights, powers and remedies by
     such Party.

10.5 Any failure or delay by a Party in exercising any of its rights, powers and
     remedies hereunder or in accordance with laws (hereinafter the "PARTY'S
     RIGHTS") shall not lead to a waiver of such rights, and the waiver of any
     single or partial exercise of the Party's Rights shall not preclude such
     Party from exercising such rights in any other way and exercising the
     remaining part of the Party's Rights.

10.6 The titles of the Articles contained herein shall be for reference only,
     and in no circumstances shall such titles be used in or affect the
     interpretation of the provisions hereof.

10.7 Each provision contained herein shall be severable and independent from
     each of other provisions, and if at any time any one or more articles
     herein become invalid, illegal or unenforceable, the validity, legality or
     enforceability of the remaining provisions herein shall not be affected as
     a result thereof.

10.8 Upon execution, this Agreement shall substitute any other legal documents
     previously executed by the Parties on the same subject.

10.9 Any amendments or supplements to this Agreement shall be made in writing
     and shall take effect only when properly signed by the Parties to this
     Agreement. Notwithstanding the preceding sentence, considering that the
     rights and obligations of each of the Shareholders hereunder are
     independent and severable from each other, in case the amendment or
     supplement to this Agreement is intended to have impact upon one of the
     Shareholders, such amendment or supplement requires the approval of such
     Shareholder only and it is not required to obtain the approval from the
     other ones of the Shareholders (to the extent the amendment or supplement
     do not have impact upon such other Shareholders).

10.10 Without prior written consent by Framedia Investment, the Shareholders
     shall not transfer to any third party any of its right and/or obligation
     under this Agreement, Framedia Investment shall have the right to transfer
     to any third party designated by it any of its right and/or obligation
     under this Agreement after notice to the Shareholders.


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<PAGE>

10.11 This Agreement shall be binding on the legal successors of the Parties.

                   [The remainder of this page is left blank]


                                       13

<PAGE>

IN WITNESS HEREOF, the following Parties have caused this Call Option Agreement
to be executed as of the date and in the place first here above mentioned.

LEI LIU


Signature: /s/ Lei Liu
           -----------------------------


YONG SHI


Signature: /s/ Yong Shi
           -----------------------------


SHANGHAI FRAMEDIA INVESTMENT CONSULTANCY
CO., LTD
(chop)


Signature by: /s/ Zhi Tan
              --------------------------
Name: Zhi Tan
Position: Legal Representative


GUANGDONG CENTURY SHENGHUO ADVERTISEMENT
CO., LTD
(chop)


Signature by: /s/ Lei Liu
              --------------------------
Name: Lei Liu
Position: Legal Representative


                                       14

<PAGE>

APPENDIX I:

                      FORMAT OF THE OPTION EXERCISE NOTICE

To: [Name of the Shareholder(s)]

As our company and you/your company signed an Call Option Agreement as of
January 13 2006, (hereinafter the "OPTION AGREEMENT"), and reached an agreement
that you/your company shall transfer the equity you/your company hold in
Guangdong Century Shenghuo Advertisement Co., Ltd (hereinafter the "CENTURY
SHENGHUO") to our company or any third parties designated by our company on
demand of our company to the extent as permitted by PRC Law and regulations,

Therefore, our company hereby gives this Notice to you as follows:

Our company hereby requires to exercise the Call Option under the Option
Agreement and [our company] / [name of company/individual] designated by our
company shall accept the equity you/your company hold accounting for ______% of
Century Shenghuo Registered Capital (hereinafter the "PROPOSED ACCEPTED
EQUITY"). You/Your company is required to forthwith transfer all the Proposed
Accepted Equity to [our company] / [name of designated company/individual] upon
receipt of this Notice in accordance with the agreed terms in the Option
Agreement.

Best regards,

                                        SHANGHAI FRAMEDIA INVESTMENT CONSULTANCY
                                        CO., LTD
                                        (Chop)


                                        Authorized Representative:
                                                                   -------------
                                        Date:
                                              ----------------------------------


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<PAGE>

APPENDIX III:

                         FORM OF THE POWER OF ATTORNEY

I, __________________, hereby irrevocably entrust __________________ [with
his/her identity card number of __________________], as the authorized
representative of mine, to sign the Equity Transfer Agreement and other relevant
legal documents between me and ______________ regarding the Equity Transfer of
Guangdong Century Shenghuo Advertisement Co., Ltd.


                                        Signature:
                                                   -----------------------------
                                        Date:
                                              ----------------------------------


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