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                                                                   EXHIBIT 10.56

CONFIDENTIAL                    EXECUTION VERSION

================================================================================

                              CALL OPTION AGREEMENT

                                      AMONG

                   SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD

                SHANGHAI FOCUS MEDIA ADVERTISING AGENCY CO., LTD

                SHANGHAI FRAMEDIA INVESTMENT CONSULTING CO., LTD

                                       AND

                 GUANGDONG SHIJI SHENGHUO ADVERISEMENT CO., LTD

                                   DATED AS OF

                                  MAY 22, 2006

================================================================================

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                              CALL OPTION AGREEMENT

This CALL OPTION AGREEMENT (this "AGREEMENT") is entered into in Shanghai of the
People's Republic of China (the "PRC") as of May 22, 2006 by and among the
following Parties:

(1)   SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD. (hereinafter "FOCUS MEDIA
      ADVERTISEMENT")
      REGISTERED ADDRESS: F Room 1003, No.1027, Changning Road, Changning
      District, Shanghai
      LEGAL REPRESENTATIVE: Jason Nanchun Jiang

(2)   SHANGHAI FOCUS MEDIA ADVERTISING AGENCY CO., LTD. (hereinafter "FOCUS
      MEDIA ADVERTISING AGENCY")
      REGISTERED ADDRESS: A65 Room, 28th Floor, No. 369, Changning Road,
      Changning District, Shanghai
      LEGAL REPRESENTATIVE: Jason Nanchun Jiang

(3)   SHANGHAI FRAMEDIA INVESTMENT CONSULTING CO., LTD. (hereinafter "FRAMEDIA
      INVESTMENT")
      REGISTERED ADDRESS: No. 1, Lane 17, Hengshan Road, Shanghai
      LEGAL REPRESENTATIVE: Jason Nanchun Jiang

(4)   GUANGDONG SHIJI SHENGHUO ADVERTISEMENT CO., LTD. (hereinafter "SHIJI
      SHENGHUO")
      REGISTERED ADDRESS: Room 2007, No. 175, Tianhe Road (N), Tianhe District,
      Guangzhou
      LEGAL REPRESENTATIVE: Jason Nanchun Jiang

(Focus Media Advertisement and Focus Media Adverting Agency hereinafter shall be
individually referred to as a "SHAREHOLDER" and collectively, the
"SHAREHOLDERS". Shareholders, Framedia Investment and Shiji Shenghuo hereinafter
shall be individually referred to as a "PARTY" and collectively referred to as
the "PARTIES".)

WHEREAS:

(1)   Shareholders are the enrolled shareholders of Shiji Shenghuo, legally
      holding all the equity of the company as of the execution date of this
      Agreement, of which Focus Media Advertisement holds 90% interest while
      Focus Media Advertising Agency holds 10%.

(2)   The Shareholders intend to transfer to Framedia Investment, and Framedia
      Investment is willing to accept, all their respective equity interest in
      Shiji Shenghuo

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      to the extent not violating PRC Law.

(3)   In order to conduct the above equity transfer, the Shareholders agree to
      jointly grant Framedia Investment an irrevocable call option for equity
      transfer (hereinafter the "CALL OPTION"), under which and to the extent
      permitted by PRC Law, the Shareholders shall on demand of Framedia
      Investment transfer the Option Equity (as defined below) to Framedia
      Investment and/or any other entity or individual designated by it in
      accordance with the provisions contained herein.

THEREFORE, the Parties hereby have reached the following agreement upon mutual
consultations:

                             ARTICLE 1 - DEFINITION

1.1   Except as otherwise construed in the context, the following terms in this
      Agreement shall be interpreted to have the following meanings:

"PRC LAW" shall mean the then valid laws, administrative regulations,
administrative rules, local regulations, judicial interpretations and other
binding regulatory documents of the People's Republic of China.

"OPTION EQUITY" shall mean, in respect of each of the Shareholders, all of the
equity interest held thereby in the Shiji Shenghuo Registered Capital (as
defined below);(in respect of Focus Media Advertisement, means the 90% equity it
holds in Shiji Shenghuo, in respect of Focus Media Advertising Agency, means the
10% equity it holds in Shiji Shenghuo.).

"SHIJI SHENGHUO REGISTERED CAPITAL" shall mean the registered capital of Shiji
Shenghuo as of the date of this Agreement, which shall include any expanded
registered capital as the result of any capital increase within the term of this
Agreement.

"TRANSFERRED EQUITY" shall mean the equity of Shiji Shenghuo which Framedia
Investment has the right to require the Shareholders to transfer to it or its
designated entity or individual when Framedia Investment exercises its Call
Option (hereinafter the "EXERCISE OF OPTION") in accordance with Article 3.2
herein, the amount of which may be all or part of the Option Equity and the
details of which shall be determined by Framedia Investment at its sole
discretion in accordance with the then valid PRC Law and from its commercial
consideration.

"TRANSFER PRICE" shall mean all the consideration that Framedia Investment or
its designated entity or individual is required to pay to the Shareholders in
order to obtain the Transferred Equity upon each Exercise of Option. Upon each
Exercise of Option of Shiji Shenghuo by Framedia Investment, all the Transfer
Price that Framedia Investment or its designated entity or individual shall pay
to the Shareholders shall be

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calculated by multiplying the ratio of such Option Equity to the registered
capital of such Shiji Shenghuo with the total amount of the registered capital
of such Shiji Shenghuo. If there exists any regulatory provision with respect to
Transfer Price under the then PRC Law, Framedia Investment or its designated
entity or individual shall be entitled to determine the lowest price permitted
by PRC Law as the Transfer Price.

"BUSINESS PERMITS" shall mean any approvals, permits, filings, registrations
etc. which Shiji Shenghuo is required to have for legally and validly operating
its advertisement designing, producing, agency, publishing and all such other
businesses, including but not limited to the Business License of the Corporate
Legal Person, the Tax Registration Certificate and such other relevant licenses
and permits as required by the then PRC Law.

"SHIJI SHENGHUO ASSETS" shall mean all the tangible and intangible assets which
Shiji Shenghuo owns or has the right to use during the term of this Agreement,
including but not limited to any immoveable and moveable assets, and such
intellectual property rights as trademarks, copyrights, patents, proprietary
know-how, domain names and software use rights.

"MATERIAL AGREEMENT" shall mean an agreement to which Shiji Shenghuo is a party
and which has a material impact on the businesses or assets of the Shiji
Shenghuo,

1.2   The references to any PRC Law herein shall be deemed

      (1)   to include the references to the amendments, changes, supplements
            and reenactments of such law, irrespective of whether they take
            effect before or after the formation of this Agreement; and

      (2)   to include the references to other decisions, notices or regulations
            enacted in accordance therewith or effective as a result thereof.

1.3   Except as otherwise stated in the context herein, all references to an
      Article, clause, item or paragraph shall refer to the relevant part of
      this Agreement.

                        ARTICLE 2 - GRANT OF CALL OPTION

      The Parties agree to exclusively grant Framedia Investment hereby
      irrevocably and without any additional conditions with a Call Option,
      under which Framedia Investment shall have the right to require the
      Shareholders to transfer the Option Equity to Framedia Investment or its
      designated entity or individual in such method as set out herein and as
      permitted by PRC Law. Framedia Investment also agrees to accept such Call
      Option.

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                    ARTICLE 3 - METHOD OF EXERCISE OF OPTION

3.1   To the extent permitted by PRC Law, Framedia Investment shall have the
      sole discretion to determine the specific time, method and times of its
      Exercise of Option.

3.2   If the then PRC Law permits Framedia Investment and/or other entity or
      individual designated by it to hold all the equity interest of Shiji
      Shenghuo, then Framedia Investment shall have the right to elect to
      exercise all of its Call Option at once, where Framedia Investment and/or
      other entity or individual designated by it shall accept all the Option
      Equity from the Shareholders at once; if the then PRC Law permits Framedia
      Investment and/or other entity or individual designated by it to hold only
      part of the equity in Shiji Shenghuo, Framedia Investment shall have the
      right to determine the amount of the Transferred Equity within the extent
      not exceeding the upper limit of shareholding ratio set out by the then
      PRC Law (hereinafter the "SHAREHOLDING LIMIT"), where Framedia Investment
      and/or other entity or individual designated by it shall accept such
      amount of the Transferred Equity from the Shareholders. In the latter
      case, Framedia Investment shall have the right to exercise its Call Option
      at multiple times in line with the gradual deregulation of PRC Law on the
      permitted Shareholding Limit, with a view to ultimately acquiring all the
      Option Equity.

3.3   At each Exercise of Option by Framedia Investment, each of the
      Shareholders shall transfer their respective equity in the Shiji Shenghuo
      to Framedia Investment and/or other entity or individual designated by it
      respectively in accordance with the amount required in the Exercise Notice
      stipulated in Article 3.5. Framedia Investment and other entity or
      individual designated by it shall pay the Transfer Price to each of the
      Shareholders who has transferred the Transferred Equity for the
      Transferred Equity accepted in each Exercise of Option. If permitted by
      PRC Law, Framedia Investment shall have the right to set-off the Transfer
      Price with it/its affiliates' credit rights (if any) against the
      Shareholders.

3.4   In each Exercise of Option, Framedia Investment may accept the Transferred
      Equity by itself or designate any third party to accept all or part of the
      Transferred Equity.

3.5   On deciding each Exercise of Option, Framedia Investment shall issue to
      the Shareholders a notice for exercising the Call Option (hereinafter the
      "EXERCISE NOTICE", the form of which is set out as Appendix I hereto). The
      Shareholders shall, upon receipt of the Exercise Notice, forthwith
      transfer all the Transferred Equity in accordance with the Exercise Notice
      to Framedia Investment and/or other entity or individual designated by
      Framedia Investment in such method as described in Article 3.3 herein.

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3.6   The Shareholders hereby severally undertake and guarantee that once
      Framedia Investment issues the Exercise Notice in respect to the specific
      Transferred Equity of the Shiji Shenghuo held by it:

      (1)   it shall immediately hold or request to hold a shareholders' meeting
            of the Shiji Shenghuo and adopt a resolution through the
            shareholders' meeting, and take all other necessary actions to agree
            to the transfer of all the Call Option to Framedia Investment and/or
            other entity or individual designated by it at the Transfer Price
            and waive the possible preemption;

      (2)   it shall immediately enter into an equity transfer agreement with
            Framedia Investment and/or other entity or individual designated by
            it for transfer of all the Transferred Equity to Framedia Investment
            and/or other entity or individual designated by it at the Transfer
            Price; and

      (3)   it shall provide Framedia Investment with necessary support
            (including providing and executing all the relevant legal documents,
            processing all the procedures for government approvals and
            registrations and bearing all the relevant obligations) in
            accordance with the requirements of Framedia Investment and of the
            laws and regulations, in order that Framedia Investment and/or other
            entity or individual designated by it may take all the Transferred
            Equity free from any legal defect.

3.7   At the meantime of this Agreement, the Shareholders shall respectively
      enter into a power of attorney (hereinafter the "POWER OF ATTORNEY", the
      form of which is set out as Appendix II hereto), authorizing in writing
      any person designated by Framedia Investment to, on behalf of such
      Shareholder, to enter into any and all of the legal documents in
      accordance with this Agreement so as to ensure that Framedia Investment
      and/or other entity or individual designated by it take all the
      Transferred Equity free from any legal defect. Such Power of Attorney
      shall be delivered for custody by Framedia Investment and Framedia
      Investment may, at any time if necessary, require the Shareholders to
      enter into multiple copies of the Power of Attorney respectively and
      deliver the same to the relevant government department.

                   ARTICLE 4 - REPRESENTATIONS AND WARRANTIES

4.1   Each of the Shareholders hereby severally represents and warrants in
      respect to it self and the Shiji Shenghuo as follows:

      4.1.1 Each of Shareholders is a limited liability corporation duly
            registered and validly existing under PRC Law, with independent
            status as a legal person; Each of Shareholders has full and
            independent legal status and legal capacity to execute, deliver and
            perform this Agreement, and may act

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            independently as a subject of actions.

      4.1.2 This Agreement is executed and delivered by Shareholders legally and
            properly. This Agreement constitutes the legal and binding
            obligations on Shareholders and is enforceable on it in accordance
            with its terms and conditions.

      4.1.3 The Shareholders are the enrolled legal owner of the Option Equity
            as of the effective date of this Agreement, and except the rights
            created by this Agreement, the Shareholders' Voting Rights Proxy
            Agreement entered into by Shareholders, Framedia Investment and
            Shiji Shenghuo dated May 22, 2006 (the "PROXY AGREEMENT"), the
            Equity Pledge Agreement entered into by Shareholders, Framedia
            Investment and Shiji Shenghuo dated May 22, 2006 (the "EQUITY PLEDGE
            AGREEMENT"), there is no lien, pledge, claim and other encumbrances
            and third party rights on the Option Equity. In accordance with this
            Agreement, Framedia Investment and/or other entity or individual
            designated by it may, after the Exercise of Option, obtain the
            proper title to the Transferred Equity free from any lien, pledge,
            claim and other encumbrances and third party rights.

      4.1.4 Shiji Shenghuo shall obtain complete Business Permits as necessary
            for its operations upon this Agreement taking effect, and Shiji
            Shenghuo shall have sufficient rights and qualifications to operate
            within PRC the businesses of value-added telecommunication service
            and other business relating to its current business structure. Shiji
            Shenghuo has conducted its business legally since its establishment
            and has not incurred any cases which violate or may violate the
            regulations and requirements set forth by the departments of
            commerce and industry, tax, culture, news, quality technology
            supervision, labor and social security and other governmental
            departments or any disputes in respect of breach of contract.

                  ARTICLE 5 - UNDERTAKINGS BY THE SHAREHOLDERS

5.1   The Shareholders hereby individually undertake within the term of this
      Agreement that it must take all necessary measures to ensure that Shiji
      Shenghuo is able to obtain all the Business Permits necessary for its
      business in a timely manner and all the Business Permits remain in effect
      at any time. Without the prior written consent by Framedia Investment, if
      the business term of Shiji Shenghuo expires during the term of this
      Agreement, Shareholders shall then take all necessary measures to extend
      such business term to ensure the business term of Shiji Shenghuo not be
      expired during the term of this Agreement.

5.2   Unless otherwise stipulated by PRC Law applicable during the term of the
      Agreement, the Shareholders hereby individually undertake within the term
      of this Agreement that without the prior written consent by Framedia
      Investment,

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     5.2.1  no Shareholders shall transfer or otherwise dispose of any Option
            Equity or create any encumbrance or other third party rights on any
            Option Equity;

     5.2.2  it shall not increase or decrease the Shiji Shenghuo Registered
            Capital or cast affirmative vote regarding the aforesaid increase or
            decrease in registered capital;

     5.2.3  it shall not dispose of or cause the management of Shiji Shenghuo to
            dispose of any of the Shiji Shenghuo Assets (except as occurs during
            the arm's length operations);

     5.2.4  it shall not terminate or cause the management of Shiji Shenghuo to
            terminate any Material Agreements entered into by Shiji Shenghuo, or
            enter into any other Material Agreements in conflict with the
            existing Material Agreements;

     5.2.5  it shall not individually or collectively cause each Shiji Shenghuo
            to conduct any transactions that may substantively affect the asset,
            liability, business operation, equity structure, equity of a third
            party and other legal rights (except those occurring during the
            arm's length operations or daily operation, or having been disclosed
            to and approved by Framedia Investment in writing);

     5.2.6  it shall not appoint or cancel or replace any executive directors or
            members of board of directors (if any), supervisors or any other
            management personnel of Shiji Shenghuo to be appointed or dismissed
            by the Shareholders;

     5.2.7  it shall not announce the distribution of or in practice release any
            distributable profit, dividend or share profit or cast affirmative
            votes regarding the aforesaid distribution or release;

     5.2.8  it shall ensure that Shiji Shenghuo shall validly exist and prevent
            it from being terminated, liquidated or dissolved;

     5.2.9  it shall not amend the Articles of Association of Shiji Shenghuo or
            cast affirmative votes regarding such amendment;

     5.2.10 it shall ensure that Shiji Shenghuo shall not lend or borrow any
            money, or provide guarantee or engage in security activities in any
            other forms, or bear any substantial obligations other than on the
            arm's length basis.

5.3   The Shareholders hereby individually undertake that it must make all its
      efforts

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      during the term of this Agreement to develop the business of Shiji
      Shenghuo, and ensure that the operations of Shiji Shenghuo are legal and
      in compliance with the regulations and that it shall not engage in any
      actions or omissions which might harm the Shiji Shenghuo Assets or its
      credit standing or affect the validity of the Business Permits of Shiji
      Shenghuo.

5.4   Shiji Shenghuo undertakes that, before Framedia Investment exercises the
      Option and acquire all equity of Shiji Shenghuo, Shiji Shenghuo shall not
      do the following:

      5.4.1 Sell, transfer, mortgage or dispose by other way any assets,
            business, revenue or other legal rights of its own or any Shiji
            Shenghuo, or permit creating any encumbrance or other third party's
            interest on such assets, business, revenue or other legal rights
            (except as occurs during the arm's length or operations or daily
            operation, or as is disclosed to Framedia Investment and approved by
            Framedia Investment in writing);

      5.4.2 conduct any transactions that may substantively affect the asset,
            liability, business operation, equity structure, equity of a third
            party and other legal rights (except those occurring during the
            arm's length operations or daily operation, or having been disclosed
            to Framedia Investment and approved by Framedia Investment in
            writing);

      5.4.3 release any dividend or share profit to Shareholders in any form.

                           ARTICLE 6 - CONFIDENTIALITY

6.1   Notwithstanding the termination of this Agreement, the Shareholders shall
      be obligated to keep in confidence the following information (hereinafter
      collectively the "CONFIDENTIAL INFORMATION"):

      (i)   information on the execution, performance and the contents of this
            Agreement;

      (ii)  the commercial secret, proprietary information and customer
            information in relation to Framedia Investment known to or received
            by it as the result of execution and performance of this Agreement;
            and (iii) the commercial secrets, proprietary information and
            customer information in relation to Shiji Shenghuo known to or
            received by it as the shareholder of Shiji Shenghuo.

      The Shareholders may use such Confidential Information only for the
      purpose of performing its obligations under this Agreement. No
      Shareholders shall disclose the above Confidential Information to any
      third parties without the written consent from Framedia Investment, or
      they shall bear the default liability and indemnify the losses.

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6.2   Upon termination of this Agreement, both Shareholders shall, upon demand
      by Framedia Investment, return, destroy or otherwise dispose of all the
      documents, materials or software containing the Confidential Information
      and suspend using such Confidential Information.

6.3   Notwithstanding any other provisions herein, the validity of this Article
      shall not be affected by the suspension or termination of this Agreement.

                          ARTICLE 7 - TERM OF AGREEMENT

7.1   Limited by the Article 7.2 and 7.3 of this Agreement, 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
      the written agreement in advance, or the Parties terminate the Agreement
      in accordance with section 9.1 of this Agreement. Upon the expiration of
      this Agreement, the Agreement will be automatically renewed for one (1)
      year, unless Framedia Investment gives the other Parties written notice of
      its intention not renew at least thirty (30) days prior to expiration.

7.2   In respect of the Shareholder, when it transfer all of its Option Equity
      for all the equity interest they held in Shiji Shenghuo to Framedia
      Investment and/or other entity or individual designated by it in
      accordance with this Agreement, the restriction under this Agreement for
      such shareholder as the shareholder of the Shiji Shenghuo will be
      terminated. After termination of this Agreement in respect to such
      Shareholder according to this Article, this Agreement continues to be
      fully valid in respect to other Shareholders.

7.3   During the term of this Agreement, should the business term of Shiji
      Shenghuo terminate by any reason; this Agreement to Shiji Shenghuo and
      Shareholders (to the extent that it acts as the shareholder of Shiji
      Shenghuo) will be terminated.

                               ARTICLE 8 - NOTICE

8.1   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.

8.2   The abovementioned notice or other correspondences shall be deemed to have
      been delivered when it is transmitted if transmitted by facsimile; it
      shall be deemed to have been delivered when it is delivered if delivered
      in person; it shall be deemed to have been delivered five (5) days after
      posting the same if posted by mail.

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                  ARTICLE 9 - LIABILITY FOR BREACH OF CONTRACT

9.1   The Parties agree and confirm that, if any party (hereinafter the
      "DEFAULTING PARTY") breaches substantially any of the provisions herein or
      omits substantially to perform any of the obligations hereunder, or fails
      substantially to perform any of the obligations under this Agreement, such
      a breach or omission shall constitute a default under this Agreement
      (hereinafter a "DEFAULT"), then non-defaulting Party 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 non-defaulting Party's notifying the
      Defaulting Party in writing and requiring it to rectify the Default, then
      non-defaulting Party shall have the right at its own discretion to select
      any of the following remedial measures:

      (1) to terminate this Agreement and require the Defaulting Party to
      indemnify it for all the damage; or

      (2) specific performance of the obligations of the Defaulting Party
      hereunder and require the Defaulting Party to indemnify it for all the
      damage.

9.2   The Parties agree and confirm that in no circumstances shall the
      Shareholders request the termination of this Agreement for any reason,
      except otherwise stipulated by law or this Agreement.

9.3   Notwithstanding any other provisions herein, the validity of this Article
      shall stand disregarding the suspension or termination of this Agreement.

                           ARTICLE 10 - MISCELLANEOUS

10.1  This Agreement shall be prepared in the Chinese language in four (4)
      original copies, with each involved Party holding one (1) copy hereof.

10.2  The formation, validity, execution, amendment, interpretation and
      termination of this Agreement shall be subject to PRC Law.

10.3  Any disputes arising hereunder and in connection herewith shall be settled
      through consultations among the Parties to the dispute, and if the Parties
      to the dispute cannot reach an agreement regarding such disputes within
      thirty (30) days of their occurrence, such disputes 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
      Parties to the dispute.

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10.4  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 the exercise of its rights, powers and remedies by a Party
      shall not preclude its exercise of its other rights, powers and remedies
      by such Party.

10.5  Any failure or delay by a Party in exercising any of its rights, powers
      and remedies hereunder or in accordance with laws (hereinafter 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 and
      exercising the remaining part of the Party's Rights.

10.6  The titles of the Articles contained herein shall be for reference only,
      and in no circumstances shall such titles be used in or affect the
      interpretation of the provisions hereof.

10.7  Each provision contained herein shall be severable and independent from
      each of other provisions, and 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 as
      a result thereof.

10.8  Upon execution, this Agreement shall substitute any other legal documents
      previously executed by the Parties on the same subject.

10.9  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.

10.10 Without prior written consent by Framedia Investment, the Shareholders
      shall not transfer to any third party any of its right and/or obligation
      under this Agreement, Framedia Investment shall have the right to transfer
      to any third party designated by it any of its right and/or obligation
      under this Agreement after notice to the Shareholders.

10.11 This Agreement shall be binding on the legal successors of the Parties.

                                [EXECUTION PAGE]

IN WITNESS HEREOF, the following Parties have caused this Call Option Agreement
to be executed as of the date and in the place first here above mentioned.

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SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD.
(Company chop)

Signature by: /s/ Jason Nanchun Jiang
              -----------------------
Name: Jason Nanchun Jiang
Position: Authorized Representative

SHANGHAI FOCUS MEDIA ADVERTISING AGENCY CO., LTD.
(Chop)

Signature by: /s/ Jason Nanchun Jiang
              -----------------------
Name: Jason Nanchun Jiang
Position: Authorized Representative

SHANGHAI FRAMEDIA INVESTMENT CONSULTING CO., LTD.
(Chop)

Signature by: /s/ Jason Nanchun Jiang
              -----------------------
Name: Jason Nanchun Jiang
Position: Authorized Representative

GUANGDONG SHIJI SHENGHUO ADVERTISEMENT CO., LTD.
(Chop)

Signature by: /s/ Jason Nanchun Jiang
              -----------------------
Name: Jason Nanchun Jiang
Position: Authorized Representative

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APPENDIX I:

                      FORMAT OF THE OPTION EXERCISE NOTICE

To: [Name of the Shareholder(s)]

As our company and you/your company signed an Call Option Agreement as of
[date], 2006 (hereinafter the "OPTION AGREEMENT"), and reached an agreement that
you/your company shall transfer the equity you/your company hold in Guangdong
Shiji Shenghuo Advertisement Co., Ltd. (hereinafter the "SHIJI SHENGHUO") to our
company or any third parties designated by our company on demand of our company
to the extent as permitted by PRC Law and regulations,

Therefore, our company hereby gives this Notice to you/your as follows:

Our company hereby requires to exercise the Call Option under the Option
Agreement and [our company]/[name of company/individual] designated by our
company shall accept the equity you/your company hold accounting for ______% of
Shiji Shenghuo Registered Capital (hereinafter the "PROPOSED ACCEPTED EQUITY").
You/Your company is required to forthwith transfer all the Proposed Accepted
Equity to [our company]/[name of designated company/individual] upon receipt of
this Notice in accordance with the agreed terms in the Option Agreement.

Best regards,

                               SHANGHAI FRAMEDIA INVESTMENT CONSULTING CO., LTD.
                                                                  (Company Chop)

                                          Authorized Representative: ___________
                                                             Jason Nanchun Jiang

                                                               Date: ___________

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APPENDIX II:

                          FORM OF THE POWER OF ATTORNEY

The company,___________, hereby irrevocably entrust Mr. Jason Nanchun Jiang
[Identity Card number: 310109730305521 ], as the authorized representative of
the company, to sign the Equity Transfer Agreement between the company and_____.
regarding the Equity Transfer of Guangdong Shiji Shenghuo Advertisement Co.,
Ltd. and other relevant legal documents.

                                                      Signature: _______________

                                                      Date: ____________________

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