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                                                                   EXHIBIT 10.64

                                                         Equity Pledge Agreement
                           Target Media Acknowledgement Letter for Participation

                     ACKNOWLEDGE LETTER FOR PARTICIPATION OF
                             EQUITY PLEDGE AGREEMENT

SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD. (registered address: Room 1003F,
No.1027, Changning Road, Changning District, Shanghai), SHANGHAI FOCUS MEDIA
ADVERTISING AGENCY CO., LTD. (registered address: Room A65, 28 Floor, No.369,
Jiangsu Road, Changning District, Shanghai) (hereinafter "PARTICIPATING
PLEDGORS" collectively) and SHANGHAI TARGET MEDIA CO., LTD. (registered address:
Room 2, No. 85, Xinsixi Street, Zhelin Town, Fengxian District, Shanghai)
(hereinafter "PARTICIPATING TARGET COMPANY") hereby agree to participate in
Equity Pledge Agreement dated on March 28, 2005 among Focus Media Technology
(Shanghai) Co., Ltd. (hereinafter"FOCUS MEDIA TECHNOLOGY"), Focus Media Digital
Information Technology (Shanghai) Co, Ltd. (hereinafter "FOCUS MEDIA DIGITAL"),
Shanghai Focus Media Advertisement Co., Ltd. and other relevant parties
(hereinafter "EQUITY PLEDGE AGREEMENT") as an independent contract party.
Participating Pledgors and Participating Target Company pledge the equity of the
Participating Target Companies which constitute 100% of the registered capital
of the Participating Target Companies to Focus Media Technology as the date of
the Acknowledgement Letter to secure the following contractual obligations:

      1.    Contractual obligation for the Participating Pledgeors:

            (a)   Participating Pledgeors' obligation under the Call Option
                  Agreement among Focus Media Technology and other relevant
                  parties dated March 28, 2005 (hereinafter "CALL OPTION
                  AGREEMENT") Participating by the Participating Pledgeors
                  pursuant to the Acknowledge Letter dated May 22, 2006; and

            (b)   Participating Pledgeors' obligation under the Shareholder's
                  Voting Rights Proxy Agreement among Focus Media Technology and
                  other relevant parties dated March 28 2005 (hereinafter
                  "VOTING RIGHTS PROXY AGREEMENT") Participating by the
                  Participating Pledgeors pursuant to the Acknowledge Letter
                  dated May 22, 2006.

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      2.    Contractual obligation for the Participating Target Company:

            (a)   Participating Target Company's obligation under the Call
                  Option Agreement Participating by the Participating Target
                  Company pursuant to the Acknowledge Letter dated May 22, 2006;
                  and

            (b)   Participating Target Company's obligation under the
                  Shareholder's Voting Rights Proxy Agreement Participating by
                  the Participating Target Company pursuant to the Acknowledge
                  Letter dated May 22, 2006.

This Acknowledgement Letter once executed by the Participating Pledgeors and
Participating Target Company, Participating Pledgeors and Participating Target
Companies shall make the same undertakings and warranties with those of
Pledgeors and Target Companies under the Equity Pledge Agreement (which shall in
relation to the Participating Pledgeors and Participating Target Company, and
shall be limited to those applicable to Participating Pledgeors and
Participating Target Company), agree to perform the obligations of Pledgors and
Target Company stipulated in the Equity Pledge Agreement (which shall in
relation to the Participating Pledgeors and Participating Target Company, and
shall be limited to those applicable to Participating Pledgeors and
Participating Target Company), and admit the rights and obligations of Parties
under the Equity Pledge Agreement.

                   [THE REMAINDER OF THIS PAGE IS LEFT BLANK]

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                                                         Equity Pledge Agreement
                           Target Media Acknowledgement Letter for Participation

                                [EXECUTION PAGE]

SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD.
(CHOP)

Sign:  /s/ Jason Nanchun Jiang
      ------------------------------
Name: Jason Nanchun Jiang
Position: Authorized Representative
Date: May 22, 2006

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

Sign:  /s/ Jason Nanchun Jiang
      -----------------------------
Name: Jason Nanchun Jiang
Position: Authorized Representative
Date: May 22, 2006

SHANGHAI TARGET MEDIA CO., LTD.
(CHOP)

Sign:   /s/ Jason Nanchun Jiang
      ------------------------------
Name: Jason Nanchun Jiang
Position: Authorized Representative
Date: May 22, 2006

FOCUS MEDIA TECHNOLOGY (SHANGHAI) CO., LTD.
(CHOP)

Sign:  /s/ Jason Nanchun Jiang
     -------------------------------
Name: Jason Nanchun Jiang
Position: Authorized Representative
Date: May 22, 2006

FOCUS MEDIA DIGITAL INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.
(CHOP)

Sign:  /s/ Jason Nanchun Jiang
      --------------------------------
Name: Jason Nanchun Jiang
Position: Authorized Representative
Date: May 22, 2006