**SHAREHOLDERS’ VOTING RIGHTS PROXY AGREEMENT**This **Shareholders’ Voting Rights Proxy Agreement**is entered into in Shanghai of the People’sRepublics of China (“**PRC**”) as of **April 28, 2007**by and among the following Parties:(1) **Shanghai OOH Advertising Co., Ltd**(“**Shanghai OOH**”), a limited liability company wholly ownedby legal person of Taiwan, Hong Kong or Macao, incorporated and validly existing in Shanghai,PRC under PRC Law (2) **Pan Ze Xin**, a PRC citizen with ID card number: 350102430815043 (“**Pan Ze Xin**”), and (3) **Shanghai Xinnuo Advertisement Co., Ltd (“Shanghai Xinnuo”)**, a limited liability companyincorporated and validly existing in Shanghai, PRC under PRC laws(The above parties hereinafter shall be individually referred to as a “**Party**” and collectivelyreferred to as the “**Parties**”.)**Whereas,**1. As of the date of the Agreement, Pan Ze Xin is the enrolled shareholder of Shanghai Xinnuo,legally holding 70% equity of Shanghai Xinnuo 2. Pan Ze Xin intends to severally entrust Shanghai OOH with the exercises of his voting rightsin Shanghai Xinnuo and Shanghai OOH is willing to accept such entrustment.The Parties hereby have reached the following agreement upon friendly consultations:**Article 1 Voting Rights Entrustment**1.1 Pan Ze Xin hereby entrusts Shanghai OOH to exercise his shareholder’s rights as shareholderof Shanghai Xinnuo from the date of the Agreement under then valid Article of Association ofShanghai Xinnuo, including appointing directors to the board of directors and othershareholder rights he enjoys. Pan Ze Xin hereby undertakes to cause the current directors ofShanghai Xinnuo appointed by him to respectively sign an Entrustment Letter to respectivelyentrust persons (“**Trustees**”) designated by Shanghai OOH to exercise the following rightsrespectively enjoyed by them as directors of Shanghai Xinnuo in accordance with then effectivearticles of association of Shanghai Xinnuo (collectively, the “**Entrusted Rights**”): (1) to propose, convene and attend directors meetings of Shanghai Xinnuo as theirproxy;  (2) to exercise voting rights on proposals in directors’ meeting within directors’authority scope.  (3) Other rights enjoyed by directors provided in Article of Association of ShanghaiXinnuo.     Shareholders’ Voting Rights Proxy Agreement 1  
 

 
1.2 The Trustee shall perform the entrusted obligation within the scope of entrustment in duecare and prudence and in compliance with laws; Pan Ze Xin acknowledges and assumes relevantliabilities for any legal consequences of the Trustee’s exercise of the foregoing EntrustedRights.**Article 2 Right to Information**For the purpose of exercising the Entrusted Rights under this Agreement, Trustee is entitled toknow the information with regard to Shanghai Xinnuo’s operation, business, clients, finance,staff, etc., and shall have access to relevant materials of Shanghai Xinnuo. Shanghai Xinnuoshall adequately cooperate with Trustee in this regard.**Article III Exercise of Entrusted Right**3.1 Pan Ze Xin will provide adequate assistance to the exercise of the Entrusted Rights byTrustees, including execution of pertinent legal documents when necessary (e.g., to satisfygovernmental 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 theEntrusted Rights under this Agreement is unenforceable for any reason except for default ofPan Ze Xin or Shanghai Xinnuo, the Parties shall immediately seek a most similar substitutefor the unenforceable provision and, if necessary, enter into supplementary agreement to amendor adjust the provisions herein, in order to ensure the realization of the purpose of thisAgreement.**Article 4 Exemption and Compensation**4.1 The Parties acknowledge that Shanghai OOH shall not be requested to be liable for orcompensate (monetary or otherwise) other Parties or any third party due to exercise ofEntrusted Rights by Trustees designated by Shanghai OOH under this Agreement. 4.2 Pan Ze Xin and Shanghai Xinnuo agree to indemnify Shanghai OOH and hold it harmless againstall of its losses incurred or likely to incur due to exercise of the Entrusted Rights by theTrustees designated by Shanghai OOH, including without limitation any loss resulting from anylitigation, demand, arbitration or claim initiated or raised by any third party against it orfrom administrative investigation or penalty of governmental authorities. However, Pan Ze Xinand Shanghai Xinnuo will not compensate for losses incurred due to willful misconduct or grossnegligence of Shanghai OOH.**Article 5 Representations and Warranties**5.1 Pan Ze Xin hereby represents and warrants that:     Shareholders’ Voting Rights Proxy Agreement 2  
 

 
 5.1.1 he has full and independent legal status and legal capacity to execute,deliver and perform this Agreement with due authorization, and is capable to actindependently as a subject of legal actions.  5.1.2 Pan Ze Xin is enrolled and legal shareholders of Shanghai Xinnuo as ofthe effective date of this Agreement and there exists no third party rights orexercise restriction on the Entrusted Rights.  5.1.3 Pursuant to this Agreement, Trustees is capable to fully andsufficiently exercise the Entrusted Rights in accordance with then effectivearticles of association of Shanghai Xinnuo.5.2 Shanghai Xinnuo hereby represents and warrants that: 5.2.1 It is a company with limited liability duly registered and legallyexisting under PRC laws with complete and independent status as a legal person andhas due authorisation to execute, deliver and perform this Agreement and is capableof acting independently as a subject of legal actions.  5.2.2 It has the full corporate power and authority to execute and deliverthis Agreement and all the other documents to be entered into by it in relation tothe transaction contemplated hereunder, and has the full power and authority toconsummate such transaction.  5.2.3 Pan Ze Xin is an enrolled shareholders as of the effective date of thisAgreement.**Article 6 Term of Agreement**6.1 The Agreement shall take effect as of the execution of all Parties until that Pan Ze Xintransfers all equity shares held by him in Shanghai Xinnuo (i.e. 70% equity interest ofShanghai Xinnuo) to Shanghai OOH is approved by Ministry of Commerce and all registrationchange with Industry and Commerce Administration for such shares transfer is completed.**Article 7 Notice**7.1 Any notice, request, demand and other correspondences made as required by or in accordancewith 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 deliveredwhen it is transmitted if transmitted by facsimile, or when it is delivered if received inperson, or when five (5) days have elapsed after posting if posted by mail.     Shareholders’ Voting Rights Proxy Agreement 3  
 

 
**Article 8 Default Liability**8.1 The Parties agree and confirm that, if any of the Parties (the “**Defaulting Party**”) breachessubstantially any of the provisions herein or fails substantially to perform any of theobligations hereunder, such a breach or failure shall constitute a default under thisAgreement (a “**Default**”). In such event any of the other Parties without default (a“**Non-defaulting Party**”) who incurs losses arising from such Default shall have the right torequire the Defaulting Party to rectify such Default or take remedial measures within areasonable period. If the Defaulting Party fails to rectify such Default or take remedialmeasures within such reasonable period or within ten (10) days of a Non-defaulting Party’snotifying the Defaulting Party in writing and requiring it to rectify the Default, then therelevant Non-defaulting Party shall be entitled to choose at its discretion to (1) terminatethis Agreement and require the Defaulting Party to indemnify all damages, or (2) requirespecific performance by the Defaulting Party of this Agreement and indemnification against alldamages suffered. 8.2 The Parties agree and confirm, Pan Ze Xin or Shanghai Xinnuo shall not request thetermination of this Agreement for whatsoever reason and under whatsoever circumstance, exceptotherwise stipulated by laws or this Agreement. 8.3 Notwithstanding any other provisions herein, the validity of this Article shall not beaffected by the suspension or termination of this Agreement.**Article 9 Miscellaneous**9.1 This Agreement shall be prepared in Chinese language in three (3) original copies, with eachParty holding one (1) copy hereof. 9.2 The conclusion, validity, execution, amendment, interpretation and termination of thisAgreement shall be governed by laws of the PRC. 9.3 Any disputes arising from and in connection with this Agreement shall be settled throughconsultations among the Parties involved, and if the Parties involved fail to reach anagreement regarding such a dispute within thirty (30) days of its occurrence, such disputeshall be submitted to China International Economic and Trade Arbitration Commission forarbitration in Shanghai in accordance with the arbitration rules of such commission, and thearbitration 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 notpreclude any other rights, powers and remedies enjoyed by such Party in accordance with lawsand other provisions under this Agreement, and a Party’s exercise of any of its rights, powersand 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 remedieshereunder or in     Shareholders’ Voting Rights Proxy Agreement 4  
 

 
  accordance with laws (the “**Party’s Rights**”) shall not lead to a waiver of such rights, and thewaiver of any single or partial exercise of the Party’s Rights shall not preclude such Partyfrom exercising such rights in any other way or exercising the remaining part of the Party’sRights. 9.6 The titles of the Articles contained herein are for reference only, and in no circumstancesshall 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 otherprovisions. If at any time any one or more articles herein become invalid, illegal orunenforceable, the validity, legality or enforceability of the remaining provisions hereinshall not be affected thereby 9.8 Upon execution, this Agreement shall replace any other previous legal documents entered intoby relevant Parties on the same subject matter. 9.9 Any amendments or supplements to this Agreement shall be made in writing and shall takeeffect only when properly signed by the Parties to this Agreement. 9.10 In respect of Pan Ze Xin and Shanghai Xinnuo, they shall not assign any of their rightsand/or transfer any of their obligations hereunder to any third parties without prior writtenconsent from Shanghai OOH; Shanghai OOH shall have the right to assign any of its rightsand/or transfer any of its obligations hereunder to any third parties designated by it aftergiving notice to Pan Ze Xin. 9.11 This Agreement shall be binding on its legal successors of the Parties.[The remainder of this page is left blank]     Shareholders’ Voting Rights Proxy Agreement 5  
 

 
**IN WITNESS HEREOF**, the following Parties have caused this Shareholders’ Voting Rights ProxyAgreement to be executed as of the date and in the place first here above mentioned.     **Shanghai OOH Advertising Co., Ltd**     Signature:     Name:     Position:         **Pan Ze Xin**     Signature:          **Shanghai Xinnuo Advertisement Co., Ltd**     Signature:     Name:     Position: