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Exhibit 10.158
    SHARE PURCHASE AGREEMENT
 AMONG
 EFG Partners Limited
 FOCUS MEDIA HOLDING LIMITED
 Appreciate Capital Ltd.
 ZHANG QINGYONG
 AND
 WANG YONGMEI
 DATED AS OF
 July 21 2006




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SHARE PURCHASE AGREEMENT
 Agreement EFG
Partners Limited Seller FOCUS MEDIA HOLDING LTD Buyer Appreciate Capital Ltd Company EFG Partners Limited Sellers Shareholder
 WHEREAS:
  the Shares
  NOW, THEREFORE
 ARTICLE I
 DEFINITIONS
 Certain Defined Terms
 ADRs
 Sanwei Advertisement
 Shenzhen Yangshi Sanwei
 Approved Accounting Firm




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2006 Audited Financial Report
 2007 Audited Financial Report
 2008 Audited Financial Report
 2006 Audited Annual Appraised Net Income or P1
 2007 Audited Annual Appraised Net Income or P2
 2008 Audited Annual Appraised Net Income or P3
 Appraised Annual Net Income
 C1
 C2
 C3




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Gross Profit less less less less less
 Gross Profit Rate
 M1
 M2
 M3
 D M1 M2 M3 D) (C1 C2 C3) × 75%
 FM Ordinary Shares
 Dealing Price of FM Ordinary Share
 Litigations
 Affiliate
 PRC
 Business Day
 Agreement
 Group Companies
        Business
 Purchase Closing Date
 Competitive Business
 Contract
 Control
 Control Agreement
 Exchange Act
 Key
Management
 Material Adverse Effect Material Adverse Change




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Governmental Authority
 Law
 Securities Act
 Ancillary Documents
 Claim
 Employees Misconduct
 Encumbrance
 Guaranty
 Intellectual Property
        Liabilities
 Person
 ARTICLE II
 PURCHASE AND SALE OF THE SHARES
 Purchase and Sale of the Shares.
 Purchase Considerations.
 Purchase Deposit.
 Purchase Closing.




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(1)
    
    all previously undelivered
documents and the Ancillary Documents required under Article VII
hereto;(2)
    
    in respect of Company, the business
license, common seal (if exists), registered certificates of
share or share certificate book (including the registered
certificates of those un-issued share) and all minute books and
other statutory books or equivalent items which shall be kept by
relevant shareholders, in accordance with the Law of the
jurisdiction where Company is registered ; and(3)
    
    any other procedures which are
necessary for the legal transfer of the Share to the Buyer on the
Purchase Closing Date.
 Formula for Calculation of Consideration and Payments Arrangement.
 (a)
    
    Within fifteen (15) days after the issuance and delivery of the
2006 Audited Financial Report to both the Seller and the Buyer, the Buyer shall
pay the Seller the initial consideration(C1), C1shall be calculated as the
followings:
 (1)
    
    If P13 USD 2 million, C1shall be
calculated by:C1= P1×2×70%The Buyer shall then pay the Seller the amount in cash equaling
the amount as for (C1lessDeposit), the USD 2.8 million Deposit
paid by the Buyer to the Seller shall be automatically transferred
as the part of such amount in cash.(2)
    
    If P1< USD 2 million, C1shall be
calculated by:C1= P1×2×70%The Seller shall then return the Buyer the balance between USD
2.8 million and the Deposit, i.e. the Seller shall return the
Buyer the amount as for (USD 2.8 million lessC1) in cash. Such
amount shall be paid in USD to the account designated by the
Buyer within fifteen (15) business days after the issuance and
delivery of the 2006 Audited Financial Report to both the Seller
and the Buyer.
 (b)
    
    Within fifteen (15) business days after the issuance and
delivery of the 2007 Audited Financial Report to both the Seller and the Buyer,
the Buyer shall pay the Seller the initial
consideration(C2), C2shall be calculated as the followings:




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(1)
    
    If P23 USD 2.7 million, C2shall
be calculated by:C2 = P2 ×2×70%(2)
    
    If P2< USD 2.7 million, C2shall
be calculated by:C2 = P2 ×1×70%
 C2 (C2× )
 (c)
    
    Within fifteen (15) business days after the issuance and
delivery of the 2008 Audited Financial Report to both the Seller and the Buyer,
the Buyer shall pay the Seller the initial consideration (C3), C3shall be
calculated as the followings, except for the circumstances under (d) of this
Section, which shall be adjusted in accordance with (d):
 (1)
    
    If P33 USD 3.6 million, C3shall
be calculated by:C3= P3×2×70%(2)
    
    If P3< USD 3.6 million, C3shall
be calculated by:C3= P3×1×70%
 C3 (C3× )
 (d)
    
    Special Provision of Formula for Calculation of
Consideration. The Seller undertakes to the Buyer that the gross profit
rate (i.e. M1, M2and M3) of Sanwei Advertisement will not less then 55% for
continuous three (3) years after the Purchase Closing Date. Should any of
M1, M2or M3less then 55%, the Seller agrees to adjust the consideration
amount under this Agreement as D,and the balance will be deducted upon the
payment of C3in order to make the final payment made by the Buyer to the
Seller equal D-(C1+C2). If D-(C1+C2) <0, the Buyer shall not pay C3and the
Seller shall pay the Buyer the balance between the amount being deducted and
C3,such




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amount shall be paid in USD to the bank account appointed by Buyer within
fifteen (15) business days after the issuance and delivery of the 2008
Audited Financial Report to both the Seller and the Buyer.
 ARTICLE III
 REPRESENTATIONS AND WARRANTIES OF THE SELLER
  Due Organization, Good Standing and Power.
 Company Status.
 Authorization, Enforceability.
 Capitalization; Ownership and Transfer of Shares; Valid Issuance.
   Group Companies.
 
         Corporate Records.
 No Approvals or Conflicts.
 Compliance with Law; Governmental Authorizations.
 Licenses.




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Litigation.
 Tax Matters.
      Officers, Employees and Labor.




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Loans.
  Prohibited Payments.
  Share Option and Other Plans.




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Intellectual Property.
     Material Contracts
  1.
    
    any Contract which contains restrictions with
respect to payment of dividends or any other distribution in respect of
its capital stock, rights or other interests;2.
    
    any Contract requiring the applicable Group
Company to make future capital expenditures in excess of RMB 500,000
(either individually or in the aggregate);3.
    
    any Contract applicable to Group Company, which
lead to indebtedness with an amount in excess of RMB500,000;4.
    
    any loan or advance by a Group Company to, or
investment by a Group Company in, any Person, in each case, which
involves an amount in excess of RMB500,000, or any agreement, contract
or commitment relating to the making of any such loan, advance or
investment;5.
    
    any Contract with a Group Company, or any
management, service, consulting or any other similar type of Contract
requiring payment of fees in excess of RMB500,000 per year;6.
    
    any material warranty, guaranty Contract;7.
    
    any material Contract that cannot be terminated
by a Group Company without liability upon less than ninety (90) days
notice;




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8.
    
    any collective bargaining agreement with any
labor union or other representative of employees;9.
    
    any Contract that governs any joint venture,
partnership or other cooperative arrangement or any other relationship
involving a sharing of profits and risks;10.
    
    any Contract that would result in the merger
with or into or consolidation into another Person;11.
    
    any Contract for the sale of any of the assets
of any Group Company or for the grant to any Person of any preferential
rights to purchase any of its assets;12.
    
    any Contract in relation to real estate,
including but not limited to building purchase contract, building lease
contract;13.
    
    any Contract with any Governmental Authority;
or
 Material Contract
   Compliance with Laws.




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No other Representations or Warranties.
 ARTICLE IV
 REPRESENTATIONS AND WARRANTIES OF BUYER
  Organization.
 Authorization, Enforceability
 No Approvals or Conflicts
        No Other Representations or Warranties.
 ARTICLE V
 FURTHER UNDERTAKINGS AND AGREEMENTS OF THE PARTIES
 Conduct of Business Prior to a Closing.
  (i)
    
    except for purchases and sales by a Group Company to or from
another Group Company, purchase, sell or issue any of their capital stock or
other equity interests or grant or make any option, subscription, warrant,
call, commitment or agreement of any character in respect of their capital
stock or other equity interests;(ii)
    
    issue or pay any dividends other than to any of the Group
Companies;(iii)
    
    conduct any split, recombination or reclassification or
issuance of capital stock;(iv)
    
    sell or otherwise dispose of assets with value in the aggregate
in excess of RMB 1,000,000, including sales of assets in the ordinary course of
business;(v)
    
    other than the acquisitions, merge or consolidate with any
Person;(vi)
    
    acquire assets having an aggregate value exceeding RMB
1,000,000, including (A) acquisitions in the ordinary course of business and
(B) capital expenditures permitted by clause (vii) below;(vii)
    
    prior to the Purchase Closing Date, make capital expenditures
in




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excess of RMB1,000,000 in aggregate;(viii)
    
    provide loans or guarantee any indebtedness for borrowed money from the
Seller or its subsidiaries in the ordinary course of business;(ix)
    
    incur any Encumbrance of material assets, other than Permitted
Encumbrances;(x)
    
    increase the compensation of employees of the Group Companies
other than (A) in the ordinary course of business or (B) as required by any
agreement in effect as of the date hereof or as required by Law;(xi)
    
    make any material change in the accounting methods or practices
followed by any of the Group Companies (other than such changes that have been
required by Law or U.S. GAAP);(xii)
    
    enter into any contract that restricts the Group Companies
from engaging in any line of business in any geographic area or competing with
any Person that materially impairs the operation of the business of the Group
Companies, individually or taken as a whole;(xiii)
    
    enter into any partnership, limited liability company or joint venture
agreement;(xiv)
    
    terminate or make any material amendment to a material
contract;(xv)
    
    other than (A) in the ordinary course of business, (B) as
required by any agreement in effect as of the date hereof or (C) as required by
Law, enter into, adopt or amend any employment agreement or employee benefit
plan with or for the benefit of any of its employees;(xvi)
    
    purchase, cancel or terminate any insurance policy naming any
of the Group Companies as a beneficiary or a loss payee;(xvii)
    
    subject to the written consent of the Buyer, amend any of its organizational
documents; or(xviii)
    
    agree or commit to do any of the foregoing.




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Filing and Consents. SAFE SAFE Registrant
 Tax Matters; Cooperation; Preparation of Returns; Tax
Elections.
    Non-Competition.




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Working Capital Loans.
 Establishment of the Wholly-Foreign Owned Enterprise
  Equity Transfer Agreement.




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Key Management Independence.




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Management Accounts.




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Appointment of Management.
  Confidentiality.
 Confidential Information
 Announcement.
  ARTICLE VI
 CONDITIONS TO THE SELLER OBLIGATIONS
  Representations and Warranties.
 Performance
        No Material Adverse Change.
 Injunction.
 ARTICLE VII
 CONDITIONS TO BUYERS OBLIGATIONS
    Proceedings and Documents.
  No Material Adverse Change.




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No Indebtedness.
 Share Transfer Agreement. 5.07
 5.09
 7.09
  5.06
 Sellers Corporate Documents.
 Management Appointment.




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Corporate Matters; Memorandum and Articles of Association.
 Opinions of Counsel.
 Materia Adverse Change.
 Injunction.
 ARTICLE VIII
 TERMINATION
 Termination.




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(a)
    
    by the mutual written consent of the Seller and the Buyer;(b)
    
    by either the Seller or the Buyer if any Governmental
Authority of competent jurisdiction shall have issued an order, decree or
ruling or taken any other action restraining, enjoining or otherwise
prohibiting the transactions contemplated hereby and such order, decree or
ruling or other action shall have become final and non-appealable;(c)
    
    by Buyer, if Seller breach or fail to perform in any
respect any of their representations, warranties or covenants contained in
this Agreement or any Ancillary Document and such breach or failure to
perform (A) would give rise to the failure of a condition set forth in
Article VII; or (B) cannot be or has not been cured within 15 business days
following written notice of such breach or failure to perform; and relevant
claim rights have not been waived by Buyer.(d)
    
    by Seller, if Buyer breaches or fails to perform in any
respect any of its representation, warranties or covenants contained in this
Agreement or any Ancillary Document and such breach or failure to perform (A)
would give rise to the failure of a condition set forth in Article VI, (B)
cannot be or has not been cured within 15 business days following written
notice of such breach or failure to perform; and relevant claim rights have
not been waived by Seller.
 Procedure and Effect of Termination.
  (a)
    
    The Buyer will redeliver to the Seller all documents, work
papers and other material of any the Seller relating to the transactions
contemplated hereby, whether so obtained before or after the execution
hereof;(b)
    
    The provisions of the Confidentiality Agreements shall
continue in full force and effect; and,(c)
    
    No party to this Agreement will have any liability under
this Agreement to any other except (i) that nothing herein shall relieve any
party from any liability for any willful breach of any of the
representations, warranties, covenants and agreements set forth in this
Agreement, and (ii) as contemplated by paragraph (b) above.




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Liquidated Damages.
  Force Majeure.
   ARTICLE IX
 INDEMNIFICATION
 Indemnification.
 Indemnification by the Seller and Sellers Shareholder
 Buyer Indemnified
Persons Losses




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Indemnity Period
  Indemnification by the Buyer.
 Seller Indemnified Persons Losses
 Indemnification as Exclusive Remedy
  Notice and Opportunity to Defend
 Indemnifying Party
        ARTICLE X
 MISCELLANEOUS
 Notices
  EFG Partners Limited
  FOCUS MEDIA HOLDING LIMITED
  Appreciate Capital Ltd




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Fees and Expenses
 Governing Law.
 Dispute Resolution.
  HKIAC
   Counterparts.
 Amendment.




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Waiver.
 Assignment.
 Entire Agreement.
 Further Assurances.
 Provisions Severable.
 Provisions Modifiable.
 Headings.
 Language.
 [The rest is left blank]




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[Execution Page]
 IN WITNESS WHEREOF
 EFG Partners Limited
    
    FOCUS MEDIA HOLDING LIMITEDSign:
    
    
    
    Sign:/s/ Zhang Qingyong
    
    
    
    /s/ Jason Nanchunag JiangName: Zhang Qingyong
    
    
    
    Name: Jason Nanchun JiangPost: Executive Director
    
    
    
    Post: ChairmanAppreciate Capital Ltd.
    
    SELLERS SHAREHOLDERSign:
    
    
    
    Sign:/s/ Zhang Qingyong
    
    
    
    /s/ Zhang QingyongName: Zhang Qingyong
    
    
    
    Zhang QingyongPost: Executive DirectorSign:/s/ Wang YongmeiWang Yongmei




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Schedules
 Schedule 1.1
    
    List of the Member of Group CompanySchedule 1.5
    
    Controlling AgreementsSchedule 1.6
    
    Ancillary DocumentSchedule 3.04
    
    Share Capital of CompanySchedule 3.05
    
    Group Companies InformationSchedule 3.09
    
    List of Group Companies Licenses, Consents, Authorizations,
Approvals, and PermitsSchedule 3.17
    
    Material Contracts
 Exhibits
 Exhibit 5.06
    
    Form of Controlling AgreementExhibit 5.07
    
    Form of Share Transfer AgreementExhibit 7.09
    
    Form of Service Agreement and
Employee Non-Compete Agreement