##### 



Confidential
    SHAREHOLDERS VOTING RIGHTS
PROXY AGREEMENT
 AMONG
 SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD
 SHANGHAI FOCUS MEDIA ADVERTISING AGENCY CO., LTD
 CGEN DIGITAL TECHNOLOGY (SHANGHAI) COMPANY LTD
 AND
 SHANGHAI CGEN CULTURE COMMUNICATION COMPANY LTD
 DATED AS OF
 January 5 2008




---



##### 



SHAREHOLDERS VOTING RIGHTS PROXY AGREEMENT
 Shareholders Voting Rights Proxy Agreement Agreement PRC January 5 2008
 (1)
    
    Shanghai Focus Media Advertisement Co., Ltd.(hereinafter Focus Media Advertisement)Registered Address: UnitF Room 1003, No.1027, Changning Road, Changning District, Shanghai(2)
    
    Shanghai Focus Media Advertising Agency Co., Ltd.(hereinafter Focus Media Advertising
Agency)Registered Address:Room A65, 28th Floor, No. 369, Changning Road, Changning
District, Shanghai(3)
    
    CGEN Digital Technology (Shanghai) Company Ltd.(hereinafter CGEN Digital)Registered Address:Room 2207, Building 2, 200 Zhangheng Road, Zhangjiang High Technology Park,
Shanghai(4)
    
    Shanghai CGEN Culture Communication Company Ltd (hereinafter CGEN Culture)Registered Address:Unit A, F4, North Tower, 1016 Dingxi Road, Changning District, Shanghai
 Party Parties Shareholder Shareholders
 WHEREAS
 1.
    
    As of the date of the Agreement, Shareholders are the enrolled shareholders of CGEN Culture,
legally holding all the equity of the company as of the execution date of this Agreement, of
which Focus Media Advertisement holds 90% interest and Focus Media Advertising Agency holds
10%.
 2.
    
    The Shareholders intend to severally entrust the individual designated by CGEN Digital with
the exercises of their voting rights in CGEN Culture and CGEN
 1




---



##### 



Digital is willing to designate
such an individual to accept the entrustment.
  Article 1 Voting Rights Entrustment
 1.1
    
    The Shareholders hereby irrevocably undertake to respectively sign an Entrustment Letter
after execution of the Agreement to respectively entrust the individual designated by CGEN
Digital (hereinafter, the Trustees) to exercise the following rights respectively enjoyed by
them as shareholders of CGEN Culture in accordance with then effective articles of association
of CGEN Culture (collectively, the Entrusted Rights):
 (1)
    
    Proposing to convene and attending shareholders meetings of CGEN Culture as proxy
of the Shareholders according to the articles of association of CGEN Culture;(2)
    
    Exercising voting rights as proxy of the Shareholders on matters discussed and
resolved by the shareholders meeting of CGEN Culture, including but not limited to the
appointment and election of senior management personnel of CGEN Culture such as
directors, supervisors, general manager, deputy general manager, financial officer.
  1.2
    
    The Trustees shall perform the entrusted obligation within the scope of entrustment in due
care and prudence and in compliance with laws; the Shareholders acknowledge and assume
relevant liabilities for any legal consequences of the Trustees exercise of the foregoing
Entrusted Rights.
 1.3
    
    The Shareholders hereby acknowledge that the Trustees are not required to seek advice from
the Shareholders prior to their respective exercise of the foregoing Entrusted Rights.
However, the Trustees shall inform the Shareholders in a timely manner of any resolution or
proposal on convening interim shareholders meeting after such resolution or proposal is made.
 2




---



##### 



Article 2 Right to Information
  Article 3 Exercise of Entrusted Rights
 3.1
    
    The Shareholders will provide adequate assistance to the exercise of the Entrusted Rights by
the Trustees, including execution of resolutions of the shareholders meeting of CGEN Culture
or other pertinent legal documents made by the Trustees when necessary (e.g., to satisfy
governmental requirements in case of examination and approval of or registration or filing ).
 3.2
    
    If at any time during the term of this Agreement, the entrustment or exercise of the
Entrusted Rights under this Agreement is unenforceable for any reason except for default of
any Shareholder or CGEN Culture, the Parties shall immediately seek a most similar substitute
for the unenforceable provision and, if necessary, enter into supplementary agreement to amend
or adjust the provisions herein, in order to ensure the realization of the purpose of this
Agreement.
 Article 4 Exemption and Compensation
 4.1
    
    The Parties acknowledge that CGEN Digital shall not be requested to be liable for or
compensate (monetary or otherwise) other Parties or any third party due to exercise of
Entrusted Rights by the Trustees designated by CGEN Digital under this Agreement.
 4.2
    
    CGEN Culture and the Shareholders agree to indemnify CGEN Digital and hold it harmless
against all of its losses incurred or likely to incur due to exercise of the Entrusted Rights
by the Trustees designated by CGEN Digital, including without limitation any loss resulting
from any litigation, demand, arbitration or claim initiated or raised by any third party
against it or from administrative investigation or penalty of governmental authorities.
However, the Shareholders and CGEN Culture will not compensate for losses incurred due to
wilful misconduct or gross negligence of CGEN Digital.
 Article 5 Representations and Warranties
 5.1
    
    Each of the Shareholders hereby respectively represents and warrants that:
 3




---



##### 



5.1.1
    
    Each of Shareholders is a limited liability corporation duly registered
and validly existing under PRC Law with complete and independent status as a
legal person and appropriate authorisation to execute, deliver and perform this
Agreement, and is capable of acting independently as a subject of legal
actions..5.1.2
    
    The Shareholders have full internal corporate right and authorization to
execute and deliver this Agreement and other documents relating to the transaction
as contemplated in this Agreement. It also has full right and authorization to
complete the transaction stipulated in this Agreement.5.1.3
    
    The Shareholders are enrolled and legal shareholders of CGEN Culture as
of the effective date of this Agreement, and except the rights created by this
Agreement, the Call Option Agreement (the Call Option Agreement) as well as the
Equity Pledge Agreement (the Equity Pledge Agreement) entered into by CGEN
Digital, CGEN Culture and them on January 5 2008, there exists no third party right
on the Entrusted Rights. Pursuant to this Agreement, the Trustees is capable to
fully and sufficiently exercise the Entrusted Rights in accordance with then
effective articles of association of CGEN Culture.
 5.2
    
    CGEN Culture hereby represents and warrants that:
 5.2.1
    
    It is a company with limited liability duly registered and legally
existing under PRC laws with complete and independent status as a legal person and
has apporpriate authorisation to execute, deliver and perform this Agreement and is
capable of acting independently as a subject of legal actions.5.2.2
    
    It has the full corporate power and authority to execute and deliver
this Agreement and all the other documents to be entered into by it in relation to
the transaction contemplated hereunder, and has the full power and authority to
consummate such transaction.5.2.3
    
    The Shareholders are enrolled shareholders as of the effective date of
this Agreement, of which Focus Media Advertisement holds 90% interest while Focus
Media Advertising Agency holds 10%. Except rights created by this Agreement, the
Equity Pledge Agreement and the Call Option Agreement, there exists no third party
right on the Entrusted Rights. Pursuant to this Agreement, the Trustees may fully
and sufficiently exercise the Entrusted Rights in accordance with then effective
articles of association of CGEN Culture.
 4




---



##### 



5.2.4
    
    Considering the fact that the Shareholders of CGEN Culture will set
aside all the equity interest held thereby in CGEN Culture as security to secure the
performance of the contractual obligations by CGEN Culture under the Call Option
Agreement, CGEN Culture undertakes to, during the valid term of this Agreement, make
full and due performance of any and all obligations under Call Option Agreement, and
warrant that no adverse impact on the exercise of the Entrusted Rights hereunder by
the Trustees will be incurred due to the breach of the Call Option Agreement by CGEN
Culture.
 Article 6 Term of Agreement
 6.1
    
    Subject to Article 6.2 and 6.3 herein, this Agreement shall take effect as of the date of
formal execution by the Parties with the term of ten (10) years, unless the Parties terminate
the Agreement with written agreement in advance, or the Parties terminate the Agreement in
accordance with Article 8.1 of this Agreement. Upon the expiration of this Agreement, the
Agreement will be automatically renewed for one (1) year, unless CGEN Digital gives the other
Parties written notice of its intention of not renew at least thirty (30) days prior to
expiration.
 6.2
    
    In case that a Shareholder transfers all of the equity interest held by it in CGEN Culture
with prior consent of CGEN Digital, such Shareholder shall no longer be a Party to this
Agreement whilst the obligations and commitments of the other Parties under this Agreement
shall not be adversely affected thereby.
 6.3
    
    During the term of this Agreement, should the business term of CGEN Culture terminate by any
reason; this Agreement to CGEN Culture and Shareholders is terminated.
 Article 7 Notice
 7.1
    
    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.
 7.2
    
    The abovementioned notice or other correspondences shall be deemed to have been delivered
when it is transmitted if transmitted by facsimile, or when it is delivered if received in
person, or when five (5) days have elapsed after posting if posted by mail.
 5




---



##### 



Article 8 Default Liability
 8.1
    
    The Parties agree and confirm that, if any of the Parties (the Defaulting Party) breaches
substantially any of the provisions herein or fails substantially to perform any of the
obligations hereunder, such a breach or failure shall constitute a default under this
Agreement (a Default). In such event any of the other Parties without default (a
Non-defaulting Party) who incurs losses arising from such a Default 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 a Non-defaulting Partys
notifying the Defaulting Party in writing and requiring it to rectify the Default, then the
relevant Non-defaulting Party shall be entitled to choose at its discretion to (1) terminate
this Agreement and require the Defaulting Party to indemnify all damages, or (2) require
specific performance by the Defaulting Party of this Agreement and indemnifation against all
damages.
 8.2
    
    The Parties agree and confirm, the Shareholders or CGEN Culture shall not request the
termination of this Agreement for whatsoever reason and under whatsoever circumstance, except
otherwise stipulated by laws or this Agreement.
 8.3
    
    Notwithstanding any other provisions herein, the validity of this Article shall not be
affected by the suspension or termination of this Agreement.
 Article 9 Miscellaneous
 9.1
    
    This Agreement shall be prepared in Chinese language in four (4) original copies, with each
Party holding one (1) copy hereof.
 9.2
    
    The conclusion, validity, execution, amendment, interpretation and termination of this
Agreement shall be governed by laws of the PRC.
 9.3
    
    Any disputes arising from and in connection with this Agreement shall be settled through
consultations among the Parties involved, and if the Partiesinvolved fail to reach an
agreement regarding such a dispute within thirty (30) days of its occurrence, such dispute
shall be submitted to China International Economic and Trade Arbitration Commission for
arbitration in Shanghai in accordance with the arbitration rules of such commission, and the
arbitration award shall be final and binding on all the Parties involved.
 9.4
    
    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 a
 6




---



##### 



Partys exercise of any of its rights, powers
and remedies shall not preclude its
exercise of other rights, powers and remedies of it.9.5
    
    Any failure or delay by a Party in exercising any of its rights, powers and remedies
hereunder or in accordance with laws (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 or exercising the remaining
part of the Partys Rights.9.6
    
    The titles of the Articles contained herein are for reference only, and in no circumstances
shall such titles be used for or affect the interpretation of the provisions hereof.9.7
    
    Each provision contained herein shall be severable and independent from each of other
provisions. 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 thereby.9.8
    
    Upon execution, this Agreement shall replace any other previous legal documents entered into
by relevant Parties on the same subject matter.9.9
    
    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.9.10
    
    In respect of the Shareholder and CGEN Culture, they shall not assign any of their rights
and/or transfer any of their obligations hereunder to any third parties without prior written
consent from CGEN Digital; CGEN Digital shall have the right to assign any of its rights
and/or transfer any of its obligations hereunder to any third parties designated by it after
giving notice to the Shareholders.9.11
    
    This Agreement shall be binding on its legal successors of the Parties.
  7




---



##### 



IN WITNESS HEREOF
 Shanghai Focus Media Advertisement Co., Ltd.
 Shanghai Focus Media Advertising Agency Co., Ltd
 CGEN Digital Technology (Shanghai) Co., Ltd.
 Shanghai CGEN Culture Communication Co., Ltd
 8