Exhibit 10.184
 EXECUTION COPY
 FOCUS MEDIA HOLDING LIMITED
28-30 FLOOR
ZHAO FENG WORLD TRADE BUILDING
369 JIANGSU ROAD
SHANGHAI, 200050
PEOPLES REPUBLIC OF CHINA
  
 Restricted ADSs (Cusip No.: 34415V117)
  Deposit Agreement Company Citibank Depositary ADSs
 Affiliate Holders




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1. Depositary Procedures Restricted Shares Designated Restricted ADSs Designated Shares
 Account Statement Restricted Holders
 2. Company Assistance
 inter alia
 2




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inter alia
 3. Limitations on Issuance of Restricted ADSs only
   4. Stop Transfer Notation and Legend
 RESTRICTED ADSs RESTRICTED SHARES RESTRICTED LETTER
AGREEMENT DEPOSIT AGREEMENT
 3




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SECURITIES ACT
   4




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5. Limitations on Transfer of Designated Restricted ADSs
 6. Limitations On Cancellation of Designated Restricted ADSs Exhibit A Withdrawal Certification
 7. Fungibility
 8. Limitations On Exchange of Designated Restricted ADSs for ADSs Exhibit B Resale Certification and Issuance Instruction
 9. Removal of Restrictions inter alia
 5




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10. Representations and Warranties pari passu
 11. Indemnity
  6




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FOCUS MEDIA HOLDING LIMITEDBy:
    /s/ Alex YangName:
    Alex Deyi YangTitle:
    Acting CFOCITIBANK, N.A.,as DepositaryBy:
    /s/ Thomas CraneName:
    Thomas CraneTitle:
    Vice President 7




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EXHIBITSA
    
    Withdrawal CertificationB
    
    Resale Certification and Instruction Letter




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EXHIBIT A
 to
 Letter Agreement, dated as of November 19, 2009
(the Letter Agreement), by and between
Focus Media Holding Limited
and
Citibank, N.A.
 
 WITHDRAWAL CERTIFICATION
 
 
 
 Focus Media Holding Limited (Cusip No.: 34415V117)
  Deposit Agreement Company Depositary ADSs Restricted Letter Agreement
 1.
 2.
 3.
 
 Exh. A-1




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provided
 provided
 
  Name of Owner:Social Security Number or Taxpayer
Identification Number
of Owner:Account Number of Owner:
 Exh. A-2




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Number of Restricted ADSs to be cancelled:Delivery Information for delivery of
Shares Represented
by Restricted ADSs to be cancelled:Signature of Owner:(Identify Title if Acting in Representative Capacity)
 Very truly yours,By:Name:Title:Date: SIGNATURE GUARANTEE
 Name of Firm Issuing Guarantee:Authorized Signature of Officer:Title of Officer Signing This Guarantee:Address:Area Code and Telephone Number:Dated:
 Exh. A-3




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EXHIBIT B
 to
Letter Agreement, dated as of November 19, 2009
(the Letter Agreement), by and between
Focus Media Holding Limited
and
Citibank, N.A.
 
 
 RESALE CERTIFICATION AND INSTRUCTION LETTER
 
  th
     Deposit Agreement Company Depositary ADSs Restricted Letter Agreement
 Sale
 Exh. B-1




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o Sale Pursuant to Resale Registration Statement :
  o Sale Exempt from Registration (Post Six Months Sales only) : six months Exchange Act
  o Sale Exempt from Registration (Post One Year Sales only) : one year
  o Sale Exempt from Registration (Sales other than
Post Six Months Sales or Post One Year Sales) :
  
 *
    
    The Company may have delivered the
requisite opinion of counsel to cover this transaction to the Depositary.**
    
    The delivery of the requisite opinion
of counsel to cover this transaction is the responsibility of the selling
Restricted ADS holder. Exh. B-2




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Restricted ADSs (CUSIP No.: 34415V117) and
  (CUSIP No.: 34415V109)
               Exh. B-3




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Name of Owner:Social Security Number or Taxpayer
Identification Number of Owner:Account Number of Owner:Signature of Owner:(Identify Title if Acting in Representative Capacity)
 SIGNATURE GUARANTEE
 Name of Firm Issuing Guarantee:Authorized Signature of Officer:Title of Officer Signing This Guarantee:Address:Area Code and Telephone Number:Dated:
 Exh. B-4