<PAGE>
                                                                       Ex. 10.43

Confidential

                              CALL OPTION AGREEMENT

                                      AMONG

                  SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD.

                         SHANGHAI FOCUS MEDIA CO., LTD.

                SHANGHAI FRAMEDIA INVESTMENT CONSULTANCY CO., LTD

                                       AND

               LOCAL ADVERTISEMENT COMPANIES LISTED IN APPENDIX I

<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)  SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD. (hereinafter "FOCUS MEDIA
     ADVERTISEMENT")

     REGISTERED ADDRESS: F Room 1003, No.1027, Changning Road, Changning
                         District, Shanghai
     LEGAL REPRESENTATIVE: Jason Nanchun Jiang

(2)  SHANGHAI FOCUS MEDIA CO., LTD.( hereinafter "FOCUS MEDIA")

     REGISTERED ADDRESS: Room A65, 28 Floor, No.369, Jiangsu Road, Changning
                         District, Shanghai
     LEGAL REPRESENTATIVE: Jason Nanchun Jiang

(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)  LOCAL ADVERTISEMENT COMPANIES LISTED IN THE APPENDIX I OF THIS AGREEMENT

     (Focus Media Advertisement and Focus Media hereinafter individually
     referred to as a "SHAREHOLDER" and collectively, the "SHAREHOLDERS". The
     Shareholders, Framedia Investment and local advertisement companies listed
     in the Appendix I of this Agreement hereinafter shall be individually
     referred to as a "PARTY" and collectively referred to as the "PARTIES".)

WHEREAS:

(1)  Shareholders are the enrolled shareholders of the company listed in
     Appendix I attached hereto, legally holding all the equity of the company
     listed in Appendix I as of the execution date of this Agreement.

(2)  The Shareholders intend to transfer to Framedia Investment, and Framedia
     Investment is willing to accept, all their respective equity interest in
     the Target Companies (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 Shareholders shall on demand of Framedia
     Investment transfer the Option Equity


                                       2

<PAGE>

     (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 Target Company Registered Capital (as
defined below).

"TARGET COMPANY" shall mean any and all of the companies listed in Appendix I.

"TARGET COMPANY REGISTERED CAPITAL" shall mean as of the execution date of this
Agreement, and the registered capital of each Target Company as listed in
Appendix I, 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 Target Company 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 Target Company 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 Target Company with the
total amount of the registered capital of such Target Company. 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


                                       3

<PAGE>

Target Company is required to have for legally and validly operating its
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.

"TARGET COMPANY ASSETS" shall mean, in respect of any Target Company, all the
tangible and intangible assets which such Target Company 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 Target Company is a
party and which has a material impact on the businesses or assets of the Target
Company, including but not limited to Technology Permission and Service
Agreement and other agreements regarding the Target Company's advertising
business.

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.

                    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.


                                       4

<PAGE>

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 Target
     Company, 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 Target Company, 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 Target Company 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.

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 Target Company held by it:

     (1)  it shall immediately hold or request to hold a shareholders' meeting
          of the Target Company and adopt a resolution through the shareholders'
          meeting, and take all other necessary actions to agree to the transfer
          of all the Call


                                       5

<PAGE>

          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 Target Company in which he holds equity as
     follows:

     4.1.1 Each of the Shareholders is a company with limited liability duly
          organized and validly existing under the PRC Law and is a company with
          full and independent legal status and legal capacity to execute,
          deliver and perform this Agreement, and may act independently as a
          litigant party.

     4.1.2 Each of the Shareholders has full power and authorization to execute
          and deliver this Agreement and all the other documents to be entered
          into by it in relation to the transaction referred to herein, and it
          has the full power and authorization to complete the transaction
          referred to herein.

     4.1.3 This Agreement is executed and delivered by the Shareholders legally
          and properly. This Agreement constitutes the legal and binding
          obligations on


                                       6

<PAGE>

          the Shareholders and is enforceable on it in accordance with its terms
          and conditions.

     4.1.4 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, Target Companies
          and Framedia Investment dated [__] 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.

     4.1.5 Target Company shall obtain complete Business Permits as necessary
          for its operations upon this Agreement taking effect, and Target
          Company shall have sufficient rights and qualifications to operate
          within PRC the businesses of advertising and other business relating
          to its current business structure. Target Company 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.

4.2  Framedia Investment hereby represents and warrants as follows:

     4.2.1 Framedia Investment is a limited liability corporation duly
          registered and validly existing under PRC Law, with independent status
          as a legal person; Framedia Investment has full and independent legal
          status and legal capacity to execute, deliver and perform this
          Agreement, and may act independently as a subject of actions.

     4.2.2 Framedia Investment has full power and authorization to execute and
          deliver this Agreement and all the other documents to be entered into
          by it in relation to the transaction referred to herein, and it has
          the full power and authorization to complete the transaction referred
          to herein.

                  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 Target
     Company is able to obtain all the Business Permits necessary for its
     business in a


                                       7

<PAGE>

     timely manner and all the Business Permits remain in effect at any time. In
     case of the expiration of term of operation of the Target Companies 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 Target Company 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 Equity;

     5.2.2 it shall not increase or decrease the Target Company 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 Target Company to
          dispose of any of the Target Company Assets (except as occurs during
          the arm's length operations);

     5.2.4 it shall not terminate or cause the management of Target Company to
          terminate any Material Agreements entered into by Target Company, 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 Target Company
          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 Target Company 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 Target Company shall validly exist and prevent
          it from being terminated, liquidated or dissolved;


                                       8

<PAGE>

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

     5.2.10 it shall ensure that Target Company 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

     5.2.11 If it acquires any equity interest of a new advertising company
          other than the Target Company within the term of this Agreement and
          such new advertising company's business relies on the technical
          license and service provided by Framedia Investment, it shall grant
          Framedia Investment Transferred Option in respect to the equity
          interest held by it in such advertising company subject to and upon
          the same terms and conditions of this Agreement.

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 Target
     Company, and ensure that the operations of Target Company are legal and in
     compliance with the regulations and that it shall not engage in any actions
     or omissions which might harm the Target Company Assets or its credit
     standing or affect the validity of the Business Permits of Target Company.

5.4  The Target Company undertakes that, before Framedia Investment's Exercise
     of Option and acquire all equity of the Target Company, the Target Company
     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 Target
          Company, 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 Target Company to do so in any form.


                                       9

<PAGE>

                           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 Target Company known to or received by it
          as the shareholder of Target Company.

     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.

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  In respect of the Shareholder, when it transfer all of its Call Option for
     all the equity interest they held in the Target Company to Framedia
     Investment and/or other entity or individual designated by it in accordance
     with this Agreement, the restriction under this Agreement for such
     shareholder as the shareholder of the Target Company will be terminated.
     After termination of this Agreement in respect to such


                                       10

<PAGE>

     Shareholder according to this Article, this Agreement continues to be fully
     valid in respect to other Shareholders.

7.3  During the term of this Agreement, should the term of operation of any
     Target Company terminate by any reason; this Agreement to such Target
     Company and its shareholders (to the extent that it acts as the shareholder
     of such Target Company) 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 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


                                       11

<PAGE>

     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)] 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.


                                       12

<PAGE>

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.

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.

SHANGHAI FOCUS MEDIA ADVERTISEMENT CO.,
LTD.
(chop)


Signature by: /s/ Jason Nanchun Jiang
              --------------------------
Name: Jason Nanchun Jiang
Position: Legal Representative


SHANGHAI FOCUS MEDIA CO., LTD
(chop)


Signature by: /s/ Jason Nanchun Jiang
              --------------------------
Name: Jason Nanchun Jiang
Position: Legal Representative


SHANGHAI FRAMEDIA INVESTMENT CONSULTANCY
CO., LTD
(chop)


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


SHANGHAI FRAMEDIA ADVERTISEMENT
DEVELOPMENT CO., LTD
(chop)


Signature by: /s/ Jason Nanchun Jiang
              --------------------------
Name: Jason Nanchun Jiang
Position: Legal Representative


SHANGHAI NEW FRAME ADVERTISEMENT CO.,
LTD
(chop)


Signature by: /s/ Jason Nanchun Jiang
              --------------------------
Name: Jason Nanchun Jiang
Position: Legal Representative


                                       14

<PAGE>

APPENDIX I:

                    BASIC INFORMATION OF THE TARGET COMPANIES

<TABLE>
<CAPTION>
                     REGISTERED     REGISTERED         LEGAL
COMPANY NAME           ADDRESS    CAPITAL (RMB)   REPRESENTATIVE   EQUITY STRUCTURE
------------         ----------   -------------   --------------   ----------------
<S>                  <C>          <C>             <C>              <C>
Shanghai Framedia    Room 20,       1,000,000     Jason            Focus Media
Advertisement        77 Lane,                     Nanchun Jiang    Advertisement:
Development Co.,     Yueyang                                       90%
Ltd                  Rd.                                           Focus Media: 10%

Shanghai New         Room 1,        1,000,000     Jason            Focus Media
Frame                17 Lane,                     Nanchun Jiang    Advertisement:
Advertisement Co.,   Hengshan                                      90%
Ltd                  Rd.                                           Focus Media: 10%
</TABLE>


                                       15

<PAGE>

APPENDIX II:

                      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
[date], (hereinafter the "OPTION AGREEMENT"), and reached an agreement that
you/your company shall transfer the equity you/your company hold in [name of the
Target Company] (hereinafter the "TARGET COMPANY") 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
[name of the Target Company] 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

The company, __________________, hereby irrevocably entrust __________________
[with his/her identity card number of __________________], as the authorized
representative of the company, to sign the Equity Transfer Agreement and other
relevant legal documents between the company and ______________ regarding the
Equity Transfer of [name of the Target Company]


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


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