attached hereto as Schedule III (the “Management Accounts”) as prepared by the ManagementParties, the 2008 Audited Annual Net Income will be significantly less than US$9,625,000 and wishto terminate the Purchase Agreement, the Key Employee Service Agreement and Registration RightsAgreement immediately.     and     WHEREAS, pursuant to Section 2.9 of the Purchase Agreement, the Selling Shareholders appointedMr. Yising Chan as the Selling Shareholder’s attorney-in-fact and representative, to amend, cancelor extend, or waive the terms of, the Purchase Agreement and any of the Ancillary Documents in amanner that would not disproportionately affect such Selling Shareholder as compared to the otherSelling Shareholders.**AGREEMENT**     NOW, THEREFORE, in consideration of the foregoing and the mutual promises set forth in thisAgreement, and for other good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the Parties agree as follows:          1. Termination of Purchase Agreement. Except as provided in this Agreement, theParties hereby terminate the Purchase Agreement, effective immediately, and the Parties shall haveno further rights, obligations or responsibilities under the Purchase Agreement including, withoutlimitation, with respect to (i) Buyer’s responsibility for any payment with respect to the SecondInstallment Consideration, the Third Installment Consideration, the Base Catchup Amount, and (ii)each of the covenants and agreements set forth in Article VI of the Purchase Agreement.          2. Termination of Key Employee Service Agreements. Buyer and each of the ManagementParties hereby terminate their respective Key Employee Service Agreements and the employment of theManagement Parties with Buyer is hereby terminated; provided, however, that, notwithstanding theforegoing, each of Section 6 (Responsibilities of Termination), Section 7 (Post-terminationActivities), Section 8 (Proprietary Information), Section 12.7 (Notice), Section 12.8(Severability; Enforceability), Section 12.9 (Governing Law), Section 12.10 (Dispute Resolution)and Section 12.11 (Survival) of each such Key Employee Service Agreement shall survive suchtermination and remain effective in accordance with its terms; provided further, however, that theparties hereto agree that Section 7.2 (a) of each of the Key Employee Service Agreement shall beamended and restated in its entirety to read as follows: “Within two (2) years after the expirationor termination of this Agreement, the Key Employee shall not, directly or indirectly, be engaged inany business providing in-store advertising through the use of flat-panel displays in hypermarkets,supermarkets, home improvement stores and other retail or entertainment venues in any placethroughout China; provided, however, that the Key Employee may hold up to five percent of theoutstanding voting securities of any entity that is listed at a stock exchange and engaged in thesaid business, to the extent that the Key Employee has no other relation or association with suchentity.”          3. Termination of Registration Rights Agreement. The Parties agree and acknowledgethat no CGEN Registrable Securities (as defined in the Registration Rights Agreement) have been or
 

 
 will be issued to the Holders in connection with the Purchase Agreement and the RegistrationRights Agreement is therefore moot. Buyer and the Holders (via Sellers’ Representative) herebyterminate the Registration Rights Agreement effective immediately and acknowledge and agree thatthey shall have no further rights, obligations or responsibilities thereunder.          4. Waiver and Release. Each Party, on its own behalf, and on behalf of its heirs,family members, executors, agents, members, limited partners, shareholders, affiliates, employees,officers, directors, successors and assigns, hereby fully and forever releases the other Partiesand their respective current and former officers, directors, employees, agents, attorneys,trustees, shareholders, investors, stockholders, administrators, affiliates, divisions,subsidiaries, predecessor and successor corporations and assigns, and agrees not to sue concerning,or in any manner to institute, prosecute, or pursue, any and all claims, duties, charges,complaints, obligations or causes of action relating to the declaration and/or payment of anydividend paid pursuant to the Purchase Agreement and the terminated provisions of the PurchaseAgreement, the Key Employee Service Agreements and the Registration Rights Agreement, whetherpresently known or unknown, suspected or unsuspected, that such Party may possess arising from anyand all omissions, acts, facts or damages that have occurred up until and including the date ofthis Agreement with respect to the declaration and payment of any dividend paid pursuant to thePurchase Agreement, the terminated provisions of the Purchase Agreement, the Key Employee ServiceAgreement and Registration Rights Agreement (the “**Waiver and Release**”). Each Party agrees that theWaiver and Release shall be and remain in effect in all respects as a complete general release asto the matters released. This Waiver and Release does not extend to any obligations incurred underthis Agreement.          5. Release of Unknown Claims. Each of the Parties acknowledges that it has beenadvised to consult with legal counsel and is familiar with any applicable law that may otherwiseprohibit the release of unknown claims and hereby expressly waives any such rights such Party mayhave thereunder.          6. Miscellaneous. The rights and obligations under this Agreement shall not beassignable by any Party without the consent of the other Parties. This Agreement shall begoverned, construed and interpreted in accordance with the laws of the State of New York, UnitedStates without giving effect to principles of conflicts of law that would direct the application oflaws other than the laws of the State of New York. This Agreement may be executed in two or morecounterparts, each of which shall be deemed an original and all of which together shall constituteone instrument. Any term of this Agreement may be amended or waived only with the written consentof the Parties.*(Remainder of Page Intentionally Left Blank)*
 

 
     IN WITNESS WHEREOF, the undersigned have executed this Termination and Release Agreement as ofthe date first set forth above.      FOCUS MEDIA HOLDING LIMITED