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CONFIDENTIAL

                                                                       Ex. 10.42

                  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

                                   ----------

                             EQUITY PLEDGE AGREEMENT

                                   ----------

                                JANUARY 13, 2006

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                             EQUITY PLEDGE AGREEMENT

This EQUITY PLEDGE AGREEMENT (hereinafter, this "AGREEMENT") is entered into in
the People's Republic of China (hereinafter, "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 FRAMEDIA INVESTMENT CONSULTANCY CO., LTD (hereinafter "PLEDGEE ")

     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

(The above Parties hereinafter each referred to as a "PARTY" individually, and
collectively, the "PARTIES". Among them, Focus Media Advertisement and Focus
Media hereinafter referred to as a "PLEDGOR" individually, and collectively, the
"PLEDGORS".)

WHEREAS:

(1)  As of the date of this Agreement, the Pledgors are the enrolled
     shareholders of the companies listed in Appendix I to the Agreement,
     legally holding all the equity interest of the companies listed in Appendix
     I.

(2)  Pursuant to the Call Option Agreement dated as of January 13 2006 among the
     Pledgees, the Pledgors and the Target Companies (as defined below)
     (hereinafter, the "CALL OPTION AGREEMENT"), the Plegors shall transfer part
     or all of the equity


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     interest of the Target Companies to the Pledgees and/or any other entity or
     individual designated by the Pledgees at the request of the Pledgees.

(3)  Pursuant to the Shareholders' Voting Right Proxy Agreement dated as of
     January 13, 2006 among the Pledgeees, the Target Company and the Pledgors
     (hereinafter, the "PROXY AGREEMENT"), Pledgors have already entrusted the
     person designated by the Pledgees with full power to exercise on their
     behalf all of their shareholders' voting rights in respect of the relevant
     Target Companies.

(4)  As security for performance by the Pledgors of the Contract Obligations (as
     defined below) and repayment of the Guaranteed Liabilities (as defined
     below), the Pledgors agree to pledge all of their Target Company Equity to
     the Pledgees and grant the Pledgees the right to request for repayment in
     first priority and the Target Companies agree such equity pledge
     arrangement.

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:

"CONTRACT OBLIGATIONS" shall mean all contractual obligations of a Pledgor under
the Call Option Agreement and Proxy Agreement; all contractual obligations of a
Target Company under the Call Option Agreement, Proxy Agreement, Technology
Permission and Service Agreement; all contractual obligations of an Individual
Pledgor under the Loan Agreement; and all contractual obligations of a Pledgor
under this Agreement.

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

"GUARANTEED LIABILITIES" shall mean all direct, indirect and consequential
losses and losses of foreseeable profits suffered by Pledgees due to any
Breaching Event (as defined below) a Pledgor and/or a Target Company, and all
fees incurred by Pledgees for the enforcement of the Contractual Obligations of
a Pledgor and/or a Target Company.


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"TRANSACTION AGREEMENTS" shall mean the Call Option Agreement and the Proxy
Agreement.

"BREACHING EVENT" shall mean any breach by either Pledgor of its Contract
Obligations under the Proxy Agreement, Call Option Agreement and/or this
Agreement; any breach by a Target Company of its Contract Obligations under the
Call Option Agreement, Proxy Agreement, Technology Permission and Service
Agreement; and any breach by an Individual Pledgor of its Contractual
Obligations under the Loan Agreement.

"PLEDGED PROPERTY" shall mean all of the equity interest in the Target Companies
which is legally owned by the Pledgor as of the effective date hereof and is to
be pledged to the Pledgees by it according to provisions hereof as the security
for the performance of the Contractual Obligations by it and the Target
Companies (for details of such equity interest, see Appendix I), and the
increased capital contribution and equity interest described in Articles 2.6 and
2.7 hereof.

"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.

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 EQUITY PLEDGE

2.1  Each Pledgor hereby agrees to pledge the Pledged Property, which it legally
     owns


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     and has the right to dispose of, to Pledgees according to the provisions
     hereof as the security for the performance of the Contract Obligations and
     the repayment of the Guaranteed Liabilities. Each Target Company hereby
     agrees that the Pledgors legally holding equity interest in it to pledge
     the Pledged Property to the Pledgees according to the provisions hereof.

2.2  Each Pledgor hereby undertakes that it will be responsible for, recording
     the arrangement of the equity pledge hereunder (hereinafter, the "EQUITY
     PLEDGE") on the shareholder register of each Target Company on the date
     hereof, and will do its best endeavor to make registration with
     registration authorities of industry and commerce of each Target Company.
     Each Target Company respectively undertakes that it will do its best to
     cooperate with the Pledgors to complete the registration with authorities
     of industry and commerce under this Article.

2.3  During the valid term of this Agreement, except for the willful misconduct
     or gross negligence of Pledgees which has direct cause and effect
     relationship the reduction in value of the Pledged Property, Pledgees shall
     not be liable in any way to, nor shall Pledgors have any right to claim in
     any way or propose any demands on Pledgee, in respect of the said reduction
     in value of the Pledged Property.

2.4  To the extent not violating provision of Article 2.3 above, in case of any
     possibility of obvious reduction in value of the Pledged Property which is
     sufficient to jeopardize Pledgee's rights, Pledgees may at any time auction
     or sell off the Pledged Property on behalf of Pledgors, and discuss with
     Pledgors to use the proceeds from such auction or sale-off as pre-repayment
     of the Guaranteed Liabilities, or may submit such proceeds to the local
     notary institution where Pledgees are domiciled (any fees incurred in
     relation thereto shall be borne by Pledgors).

2.5  The Pledgees as Pledgee shall be deemed to have created the encumbrance of
     first order in priority on the Pledged Property, and in case of any
     Breaching Event, the Pledgees shall have the right to dispose of the
     Pledged Property in the way set out in Article 4 hereof.

2.6  Only upon prior consent by Pledgees shall Pledgors be able to increase
     their capital contribution to any or all of the Target Companies. Further
     capital


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     contribution made by Pledgor (s) in the Target Company shall also be part
     of the Pledged Property.

2.7  Only upon prior consent by Pledgees shall Pledgors be able to receive
     dividends or share profits from the Pledged Property. The dividends or the
     profits received by Pledgors from the Pledged Property shall be deposited
     into Pledgees's bank account designated by Pledgees respectively, to be
     under the supervision of Pledgees and used as the Pledged Property to repay
     in priority the Guaranteed Liabilities.

                           ARTICLE 3 RELEASE OF PLEDGE

In respect of equity interest of any Target Company, upon full and complete
performance by relevant Pledgors of all of their Contractual Obligations,
Pledgees shall, at the request of relevant Pledgors, release the pledge created
on such Target Company under this Agreement, and shall cooperate with relevant
Pledgors to go through the formalities to cancel the record of the Equity Pledge
in the shareholder register of the relevant Target Company; in case of the
Equity Pledge having been recorded at the registration department of
Administration of Industry and Commerce of the Target Company, the relevant
Parties shall cooperate with each other to go through the formalities to cancel
such record of the Equity Pledge. The reasonable fees incurred in connection
with such release to be borne by Pledgees.

                   ARTICLE 4 DISPOSAL OF THE PLEDGED PROPERTY

4.1  Pledgors, Target Companies and Pledgees hereby agree that, in case of any
     Breaching Event, the Pledgees shall have the right to exercise, upon giving
     written notice to Pledgors, all of the remedial rights and powers enjoyable
     by them under PRC Law, Transaction Agreements and the terms hereof,
     including but not limited to being repayment in priority with proceeds from
     auctions or sale-offs of the Pledged Property. Pledgees shall not be liable
     for any loss as the result of their reasonable exercise of such rights and
     powers.

4.2  Pledgees shall have the right to designate in writing its legal counsel or
     other agents to exercise on their respective behalf any and all rights and
     powers set out above, and neither Pledgors nor Target Companies shall not
     oppose thereto.


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4.3  The reasonable costs incurred by Pledgees in connection with their exercise
     of any and all rights and powers set out above shall be borne by Pledgors,
     and Pledgees shall have the right to deduct the costs actually incurred
     from the proceeds that they acquire from the exercise of the rights and
     powers.

4.4  The proceeds that Pledgees acquire from the exercise of their respective
     rights and powers shall be used in the priority order as follows:

     -    First, to pay any cost incurred in connection with the disposal of the
          Pledged Property and the exercise by Pledgees of their respective
          rights and powers (including remuneration paid to their respective
          legal counsels and agents);

     -    Second, to pay any taxes and levies payable for the disposal of the
          Pledged Property; and

     -    Third, to repay Pledgees for the Guaranteed Liabilities.

     In case of any balance after payment of the above amounts, Pledgees shall
     return the same to Pledgors or other persons entitled thereto according to
     the relevant laws and rules or submit the same to the local notary
     institution where Pledgees are domiciled (any fees incurred in relation
     thereto shall be borne by Pledgors).

4.5  Pledgees shall have the option to exercise, simultaneously or in certain
     sequence, any of the remedies at breaching that it is entitled to in
     respect of the equity interest of any Target Company holding by any
     Pledgor; Pledgees shall not be obliged to exercise other remedies at
     breaching before their exercise of the right to the auctions or sale-offs
     of the Pledged Property hereunder. Pledgors or Target Companies shall not
     oppose to whether Pledgees exercise any part of the right to the pledge or
     the sequence of exercising the pledge interest.

                            ARTICLE 5 FEES AND COSTS

All costs actually incurred in connection with the establishment of the Equity
Pledge hereunder, including but not limited to stamp duties, any other taxes,
all legal fees, etc shall be borne by Pledgees.


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                        ARTICLE 6 CONTINUITY AND NO WAIVE

The Equity Pledge hereunder is a continuous guarantee, with its validity to
continue until the full performance of the Contractual Obligations or the full
repayment of the Guaranteed Liabilities. Neither exemption or grace period
granted by Pledgees to Pledgors in respect of their breach, nor delay by
Pledgees in exercising any of their rights under the Transaction Agreements and
this Agreement shall affect the rights of Pledgee under this Agreement, relevant
PRC Law and the Transaction Agreements, the rights of Pledgees to demand at any
time thereafter the strict performance of the Transaction Agreements and this
Agreement by Pledgors or the rights Pledgee may be entitled to due to subsequent
breach by Pledgors of the obligations under the Transaction Agreements and/or
this Agreement.

              ARTICLE 7 REPRESENTATIONS AND WARRANTIES BY PLEDGORS

Each of Pledgor hereby, in respect of itself and Target Company in which it
holds equity interest, represents and warrants to Pledgees as follows:

7.1  Each of the Pledgor 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, and 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.

7.2  Target Company is a limited liability corporation duly incorporated and
     validly existing under PRC Law, it has independent status as a legal
     person; it has full and independent legal status and capacity to execute,
     deliver and perform this Agreement and can independently be a subject of
     actions. It has full right and authorization to execute and deliver this
     Agreement and other documents relating to the transaction as stipulated in
     this Agreement and to be executed by them. It also has full right and
     authorization to complete the transaction stipulated in this Agreement.

7.3  All reports, documents and information concerning Pledgors and all matters
     as required by this Agreement which are provided by Pledgors to Pledgee
     before this


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     Agreement comes into effect are true, correct and effective in all material
     aspects as of the execution hereof.

7.5  At the time of the effectiveness of this Agreement, Pledgors are the sole
     legal owner of the Pledged Property, with no existing dispute whatever
     concerning the ownership of the Pledged Property. Pledgors have the right
     to dispose of the Pledged Property or any part thereof.

7.6  Except for the encumbrance set on the Pledged Property hereunder and the
     rights set under the Transaction Agreements, there is no other encumbrance
     or third party interest set on the Pledged Property.

7.7  The Pledged Property is capable of being pledged or transferred according
     to the laws, and Pledgors have the full right and power to pledge the
     Pledged Property to Pledgee according to this Agreement.

7.8  This Agreement constitutes the legal, valid and binding obligations on
     Pledgors when it is duly executed by Pledgors.

7.9  Any consent, permission, waive or authorization by any third person, or any
     approval, permission or exemption by any government authority, or any
     registration or filing formalities (if required by laws) with any
     government authority to be handled or obtained in respect of the execution
     and performance hereof and the Equity Pledge hereunder have already been
     handled or obtained, and will be fully effective during the valid term of
     this Agreement.

7.10 The execution and performance by Pledgors of this Agreement are not in
     violation of or conflict with any laws applicable to them, or any agreement
     to which they are a party or which has binding effect on their assets, any
     court judgment, any arbitration award, or any administration authority
     decision.

7.11 The pledge hereunder constitutes the encumbrance of first order in priority
     on the Pledged Property.

7.12 All taxes and fees payable in connection with acquisition of the Pledged
     Property have already been paid in full amount by Pledgors.


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7.13 There is no pending or, to the knowledge of Pledgors, threatened
     litigation, legal process or demand by any court or any arbitral tribunal
     against Pledgors, or their property, or the Pledged Property, nor is there
     any pending or, to the knowledge of Pledgors, threatened litigation, legal
     process or demand by any government authority or any administration
     authority against Pledgors, or their property, or the Pledged Property,
     which is of material or detrimental effect on the economic status of
     Pledgors or their capability to perform the obligations hereunder and the
     Guaranteed Liabilities.

7.14 Pledgors hereby warrant to Pledgee that the above representations and
     warranties will remain true, correct and effective at any time and under
     any circumstance before the Contractual Obligations are fully performed or
     the Guaranteed Liabilities are fully repaid, and will be fully complied
     with.

          ARTICLE 8 - REPRESENTATIONS AND WARRANTIES BY TARGET COMPANY

The Target Companies hereby individually represents and warrants to Pledgee as
follows:

8.1  Target Company is a limited liability corporation duly incorporated and
     validly existing under PRC Law, with full capacity of disposition and has
     obtained due authorization to execute, deliver and perform this Agreement
     and can independently be a subject of actions.

8.2  All reports, documents and information concerning Pledged Property and all
     matters as required by this Agreement which are provided by Target Company
     to Pledgee before this Agreement comes into effect are true, correct and
     effective in all material aspects as of the execution hereof.

8.3  All reports, documents and information concerning Pledged Property and all
     matters as required by this Agreement which are provided by Target Company
     to Pledgee after this Agreement comes into effect are true, correct and
     effective in all material aspects upon provision.

8.4  This Agreement constitutes the legal, valid and binding obligations on
     Target Company when it is duly executed by Target Company.


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8.5  It has full right and authorization to execute and deliver this Agreement
     and other documents relating to the transaction as stipulated in this
     Agreement and to be executed by them. It also has full right and
     authorization to complete the transaction stipulated in this Agreement.

8.6  There is no pending or, to the knowledge of Target Company, threatened
     litigation, legal process or demand by any court or any arbitral tribunal
     against Target Company, or their property (including but are not limited to
     the Pledged Property), nor is there any pending or, to the knowledge of
     Target Company, threatened litigation, legal process or demand by any
     government authority or any administration authority against Target
     Company, or their property (including but are not limited to the Pledged
     Property), which is of material or detrimental effect on the economic
     status of Target Company or their capability to perform the obligations
     hereunder and the Guaranteed Liabilities.

8.7  Each of Target Company hereby agree to bear joint responsibilities to
     Pledgees in respect of the representations and Warranties made by its
     relevant Plegor according to Article 7.5, Article 7.6, Article 7.7, Article
     7.9 and Article 7.11 hereof.

8.8  Target Company hereby warrant to Pledgee that the above representations and
     warranties will remain true, correct and effective at any time and under
     any circumstance before the Contractual Obligations are fully performed or
     the Guaranteed Liabilities are fully repaid, and will be fully complied
     with.

                      ARTICLE 9 - UNDERTAKINGS BY PLEDGORS

Each of Pledgors hereby individually undertakes to Pledgee in respect of it and
its Target Company of which it holds equity as follows:

9.1  Without the prior written consent by Pledgee, Pledgors shall not establish
     or permit to establish any new pledge or any other encumbrance on the
     Pledged Property.

9.2  Without first giving written notice to Pledgee and having Pledgee's prior
     written consent, Pledgors shall not transfer the Pledged Property, and any
     attempt by


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     Pledgors to transfer the Pledged Property shall be null and void. The
     proceeds from transfer of the Pledged Property by Pledgors shall be used to
     repay to Pledgee in advance the Guaranteed Liabilities or submit the same
     to the third party agreed with Pledgee.

9.3  In case of any litigation, arbitration or other demand which may affect
     detrimentally the interest of Pledgors or Pledgee under the Transaction
     Agreements and hereunder or the Pledged Property, Pledgors undertake to
     notify Pledgee thereof in writing as soon as possible and promptly and
     shall take, at the reasonable request of Pledgee, all necessary measures to
     ensure the pledge interest of Pledgee in the Pledged Property.

9.4  Pledgors shall not carry on or permit any act or action which may affect
     detrimentally the interest of Pledgee under the Transaction Agreements and
     hereunder or the Pledged Property.

9.5  Pledgors guarantee that they shall, at the reasonable request of Pledgee,
     take all necessary measures and execute all necessary documents (including
     but not limited to supplementary agreement hereof) in respect of ensuring
     the pledge interest of Pledgee in the Pledged Property and the exercise and
     realization of the rights thereof.

9.6  In case of assignment of any Pledged Property as the result of the exercise
     of the right to the pledge hereunder, Pledgors guarantee that they will
     take all necessary measures to realize such assignment.

9.7  In case of the expiration of term of operation of the Target Companies
     during the term of this Agreement, without prior written consent from the
     Pledgees, the Pledgor shall take all necessary measure to extend the term
     of operation of the Target Company until the expiration of this Agreement.

                   ARTICLE 10 - UNDERTAKINGS BY TARGET COMPANY

10.1 Any consent, permission, waive or authorization by any third person, or any
     approval, permission or exemption by any government authority, or any
     registration or filing formalities (if required by laws) with any
     government authority to be handled or obtained in respect of the execution
     and performance


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     hereof and the Equity Pledge hereunder will be cooperated to handle or
     obtain by Target Company to their best and will be ensured to remain full
     effective during the valid term of this Agreement.

10.2 Without the prior written consent by Pledgee, Target Company shall not
     cooperate to establish or permit to establish any new pledge or any other
     encumbrance on the Pledged Property.

10.3 Without having Pledgee's prior written consent, Target Company shall not
     cooperate to transfer or permit to transfer the Pledged Property.

10.4 In case of any litigation, arbitration or other demand which may affect
     detrimentally the interest of Target Company or Pledgee under the
     Transaction Agreements and hereunder or the equity of Target Company as the
     Pledged Property, Target Company undertake to notify Pledgee thereof in
     writing as soon as possible and promptly and shall take, at the reasonable
     request of Pledgee, all necessary measures to ensure the pledge interest of
     Pledgee in the Pledged Property.

10.5 Target Company shall not carry on or permit any act or action which may
     affect detrimentally the interest of Pledgee under the Transaction
     Agreements and hereunder or the Pledged Property.

10.6 Target Company shall provide Pledgees with the financial statement of the
     last calendar season within the first month of each calendar season,
     including but are not limited to the balance sheet, the income statement
     and the statement of cash flow.

10.7 Target Company guarantee that they shall, at the reasonable request of
     Pledgee, take all necessary measures and execute all necessary documents
     (including but not limited to supplementary agreement hereof) in respect of
     ensuring the pledge interest of Pledgee in the Pledged Property and the
     exercise and realization of the rights thereof.

10.8 In case of assignment of any Pledged Property as the result of the exercise
     of the right to the pledge hereunder, Target Company guarantee that they
     will take all


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     necessary measures to realize such assignment.

                      ARTICLE 11 - CHANGE OF CIRCUMSTANCES

11.1 As supplement and subject to compliance with other terms of the Transaction
     Agreements and this Agreement, in case that at any time the promulgation or
     change of any PRC Law, regulations or rules, or change in interpretation or
     application of such laws, regulations and rules, or the change of the
     relevant registration procedures enables Pledgee to believe that it will be
     illegal or in conflict with such laws, regulations or rules to further
     maintain the effectiveness of this Agreement and/or dispose of the Pledged
     Property in the way provided herein, Pledgors and Target Company shall, at
     the written direction of Pledgee and in accordance with the reasonable
     request of Pledgee, promptly take actions and/or execute any agreement or
     other document, in order to:

     (1)  keep this Agreement remain in effect;

     (2)  facilitate the disposal of the Pledged Property in the way provided
          herein; and/or

     (3)  maintain or realize the intention or the guarantee established
          hereunder.

              ARTICLE 12 - EFFECTIVENESS AND TERM OF THIS AGREEMENT

12.1 This Agreement shall become effective upon the satisfaction of all of the
     following conditions in respect of any Target Company and any Pledgor who
     holds the equity of the Target Company:

     (1)  this Agreement is duly executed by Pledgors, the Target Company and
          the Pledgors who pledge the equity of the Target Company; and

     (2)  the Equity Pledge hereunder has been legally recorded in the
          shareholders' register of the Target Company.

     Pledgors shall provide the registration certification of the Equity Pledge
     being recorded in the shareholders' register as mentioned above to Pledgee
     in a way satisfactory to Pledgee.

12.2 This Agreement shall have its valid term until the full performance of the


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     Contractual Obligations or the full repayment of the Guaranteed
     Liabilities.

                               ARTICLE 13 - NOTICE

13.1 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.

13.2 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 14 - MISCELLANEOUS

14.1 Pledgee may, upon notice to Pledgors but not necessarily with Pledgors'
     consent, assign Pledgee's rights and/or obligations hereunder to any third
     party; provided that Pledgors may not, without Pledgee's prior written
     consent, assign Pledgors' rights, obligations and/or liabilities hereunder
     to any third party. Successors or permitted assignees (if any) of Pledgors
     shall continue to perform the obligations of Pledgors under this Agreement.

14.2 This Agreement shall be prepared in the Chinese language in six (6)
     original copies, with each involved Party holding one (1) copy.

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

14.4 Any disputes arising hereunder and in connection herewith shall be settled
     through consultations among the Parties, and if the Parties 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.


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14.5 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.

14.6 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.

14.7 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.

14.8 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.

14.9 This Agreement shall substitute any other documents on the same subject
     executed by relevant Parties hereof once duly executed.

14.10 Any amendments or supplements to this Agreement shall be made in writing.
     Except for assignment by Pledgee of its rights hereunder according to
     Article 15.1 of this Agreement, the amendments or supplements to this
     Agreement shall take effect only when properly signed by the Parties to
     this Agreement. Notwithstanding the preceding sentence, considering the
     rights and obligations of Target Company and Pledgors are severable and
     independent, in case the amendment or supplement is intended to have impact
     upon one Party of the Target Company and part of the Pledgors who hold the
     equity interest, the amendment or supplement requires the consent by the
     Target Company and the part of the Pledgors only and it is not required to
     obtain the consent of other Target Company and other Pledgors (to the
     extent the amendment or supplement does not have impact upon such Pledgor).


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<PAGE>

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

14.12 At the time of execution hereof, each of Pledgors shall sign respectively
     a power of attorney (as set out in Appendix II hereto, hereinafter, the
     "POWER OF ATTORNEY") to authorize any person designated by Pledgee to sign
     on its behalf according to this Agreement any and all legal documents
     necessary for the exercise by Pledgee's rights hereunder. Such Power of
     Attorney shall be delivered to Pledgee to keep in custody and, when
     necessary, Pledgee may at any time submit the Power of Attorney to the
     relevant government authority.

                   [The remainder of this page is left blank]


                                       16

<PAGE>

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

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


Signature by: /s/ Jason Nanchun Jiang
              --------------------------
Name: Jason Nanchun Jiang
Position: Authorized 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


                                       17

<PAGE>

APPENDIX I:

                    BASIC INFORMATION OF THE TARGET COMPANIES

<TABLE>
<CAPTION>
                    REGISTERED   REGISTERED      LEGAL            EQUITY
COMPANY NAME        ADDRESS      CAPITAL (RMB)   REPRESENTATIVE   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       Hengshan                                      90%
Co., Ltd            Rd.                                           Focus Media:
                                                                  10%
</TABLE>


                                       18

<PAGE>

APPENDIX II:

                         FORMAT OF THE POWER OF ATTORNEY

The company, ____________, hereby entrusts ____________, [with his/her identity
card number ____________,] to be the company's authorized trustee to sign on the
company's behalf all legal documents necessary or desirous for Shanghai Framedia
Investment Consultancy Co., Ltd. to exercise its rights under the Equity Pledge
Agreement dated [_________] 2006 between it, our company and Shanghai Framedia
Advertisement Development Co., Ltd, Shanghai New Frame Advertisement Co., Ltd
and other relevant parties.


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


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