EXHIBIT 1.1

                           FOCUS MEDIA HOLDING LIMITED

                      10,100,000 AMERICAN DEPOSITARY SHARES
                                  REPRESENTING
                           101,000,000 ORDINARY SHARES
                        (PAR VALUE US$0.00005 PER SHARE)

                             UNDERWRITING AGREEMENT

                                                             _____________, 2005

Goldman Sachs (Asia) L.L.C.,
 68th Floor, Cheung Kong Center,
    2 Queen's Road Central,
      Hong Kong.

Credit Suisse First Boston LLC,
 Eleven Madison Avenue,
   New York, New York 10010-3629.

As representatives of the several Underwriters
 named in Schedule I hereto,

Ladies and Gentlemen:

      Focus Media Holding Limited, a Cayman Islands company (the "Company"),
proposes, subject to the terms and conditions stated herein, to issue and sell
to the Underwriters named in Schedule I hereto (the "Underwriters") an aggregate
of 7,000,000 American Depositary Shares representing 70,000,000 Ordinary Shares,
par value US$0.00005 per share (the "Ordinary Shares"), of the Company and, at
the election of the Underwriters, up to 757,500 additional American Depositary
Shares representing 7,575,000 Ordinary Shares, and the shareholders of the
Company named in Schedule II hereto (the "Selling Shareholders") propose,
subject to the terms and conditions stated herein, to sell to the Underwriters
an aggregate of 3,100,000 American Depositary Shares representing 31,000,000
Ordinary Shares and, at the election of the Underwriters, up to 757,500
additional American Depositary Shares representing 7,575,000 Ordinary Shares.
The aggregate of 10,100,000 American Depositary Shares representing 101,000,000
Ordinary Shares to be sold by the Company and the Selling Shareholders is herein
called the "Firm ADSs", and the aggregate of 1,515,000 American Depositary
Shares representing 15,150,000 additional Ordinary Shares to be sold by the
Company and the Selling Shareholders is herein called the "Optional ADSs". The
Firm ADSs and the Optional ADSs that the Underwriters elect to purchase pursuant
to Section 2 hereof are herein collectively called the "ADSs". The Ordinary
Shares represented by the Firm ADSs are hereinafter called the "Firm Shares" and
the Ordinary Shares represented by the Optional ADSs are hereinafter called the
"Optional Shares" and the Firm Shares and the Optional Shares are herein
collectively called the "Shares".



      The ADSs are to be issued pursuant to a deposit agreement (the "Deposit
Agreement"), dated as of ___, 2005, among the Company, Citibank, N.A., as
depositary (the "Depositary"), and holders from time to time of the American
Depositary Receipts (the "ADRs") issued by the Depositary and evidencing the
ADSs. Each ADS will initially represent the right to receive ten Ordinary Shares
deposited pursuant to the Deposit Agreement.

      It is understood by all the parties that the Underwriters are offering
ADSs in the United States and internationally outside of the People's Republic
of China (the "PRC").

      Two forms of prospectus are to be used in connection with the offering and
sale of ADSs contemplated by the foregoing, one relating to the ADSs offered or
sold within the United States (the "U.S. Prospectus") and one relating to the
ADSs offered or sold outside the United States (the "International Prospectus").
The U.S. Prospectus will be identical to the International Prospectus except for
certain substitute pages, and copies of these prospectuses have been provided to
you. References herein to any "Prospectus" or "Preliminary Prospectus" (each as
defined below), whether as amended or supplemented, shall include both the U.S.
Prospectus and the International Prospectus.

     1. (a) Each of Jason Nanchun Jiang (the "Controlling Person"), and the
Company jointly and severally represents and warrants to, and agrees with, each
of the Underwriters that:

      (i) A registration statement on Form F-1 (File No. 333-125785) (the
"Initial Registration Statement") in respect of the Shares and the ADSs has been
filed with the Securities and Exchange Commission (the "Commission"); the
Initial Registration Statement and any post effective amendment thereto, each in
the form heretofore delivered to you, and, excluding exhibits thereto, to you
for each of the other Underwriters, have been declared effective by the
Commission in such form; other than a registration statement, if any, increasing
the size of the offering (a "Rule 462(b) Registration Statement"), filed
pursuant to Rule 462(b) under the U.S. Securities Act of 1933, as amended (the
"Act"), which became effective upon filing, no other document with respect to
the Initial Registration Statement has heretofore been filed with the
Commission; and no stop order suspending the effectiveness of the Initial
Registration Statement, any post-effective amendment thereto or the Rule 462(b)
Registration Statement, if any, has been issued and no proceeding for that
purpose has been initiated or, to the best of the Company's knowledge after due
inquiry, threatened by the Commission (any preliminary prospectus included in
the Initial Registration Statement or filed with the Commission pursuant to Rule
424(a) of the rules and regulations of the Act, is hereinafter called a
"Preliminary Prospectus"; the various parts of the Initial Registration
Statement and the Rule 462(b) Registration Statement, if any, including all
exhibits thereto and including the information contained in the form of final
prospectus filed with the Commission pursuant to Rule 424(b) under the Act in
accordance with Section 5(a) hereof and deemed by virtue of Rule 430A under the
Act to be part of the Initial Registration Statement at the time it was declared
effective, each as amended at the time such part of the Initial Registration
Statement became effective or such part of the Rule 462(b) Registration
Statement, if any, became or hereafter becomes effective, are hereinafter
collectively called the "Registration Statement"; and such final prospectus, in
the form first filed pursuant to Rule 424(b) under the Act, is hereinafter
called the "Prospectus");

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      (ii) No order preventing or suspending the use of any Preliminary
Prospectus has been issued by the Commission, and each Preliminary Prospectus,
at the time of filing thereof, conformed in all material respects to the
requirements of the Act and the rules and regulations of the Commission
thereunder, and did not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided, however, that this representation and warranty
shall not apply to any statements or omissions made in reliance upon and in
conformity with information furnished in writing to the Company by an
Underwriter through Goldman Sachs (Asia) L.L.C. and Credit Suisse First Boston
LLC expressly for use therein;

      (iii) The Registration Statement conforms, and the Prospectus and any
further amendments or supplements to the Registration Statement or the
Prospectus will conform, in all material respects to the requirements of the Act
and the rules and regulations of the Commission thereunder and do not and will
not, as of the applicable effective date as to the Registration Statement and
any amendment thereto and as of the applicable filing date as to the Prospectus
and any amendment or supplement thereto, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided, however, that
this representation and warranty shall not apply to any statements or omissions
made in reliance upon and in conformity with information furnished in writing to
the Company by an Underwriter through Goldman Sachs (Asia) L.L.C. and Credit
Suisse First Boston LLC expressly for use therein;

      (iv) A registration statement on Form F-6 (File No. 333-126011) in respect
of the ADSs has been filed with the Commission; such registration statement in
the form heretofore delivered to you and, excluding exhibits, to you for each of
the other Underwriters, has been declared effective by the Commission in such
form; no other document with respect to such registration statement has
heretofore been filed with the Commission; no stop order suspending the
effectiveness of such registration statement has been issued and no proceeding
for that purpose has been initiated or, to the best of the Company's knowledge
after due inquiry, threatened by the Commission (the various parts of such
registration statement, including all exhibits thereto, each as amended at the
time such part of the registration statement became effective, being hereinafter
called the "ADS Registration Statement"); and the ADS Registration Statement
when it became effective conformed, and any further amendments thereto will
conform, in all material respects to the requirements of the Act and the rules
and regulations of the Commission thereunder, and did not, as of the applicable
effective date, contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading;

      (v) A registration statement on Form 8-A (File No.000-51387) in respect of
the registration of the Shares and the ADSs under the U.S. Securities Exchange
Act of 1934, as amended (the "Exchange Act"), has been filed with the
Commission; such registration statement in the form heretofore delivered to you
and, excluding exhibits, to you for each of the other Underwriters, has been
declared effective by the Commission in such form; no other document with
respect to such registration statement has heretofore been filed with the
Commission; no stop order suspending the effectiveness of such registration
statement has been issued and no proceeding for that purpose has been initiated
or, to the best of the Company's knowledge after

                                       3


due inquiry, threatened by the Commission (the various parts of such
registration statement, including all exhibits thereto, each as amended at the
time such part of the registration statement became effective, being hereinafter
called the "Form 8-A Registration Statement"); and the Form 8-A Registration
Statement when it became effective conformed, and any further amendments
thereto, if any, will conform, in all material respects to the requirements of
the Exchange Act and the rules and regulations of the Commission thereunder, and
did not and will not, as of the applicable effective date, contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading;

      (vi) The following entities constitute all of the entities held or
controlled directly or indirectly by the Company (collectively referred to
herein as the "Group Entities"): (A) (i) Focus Media (China) Holding Ltd, a Hong
Kong company ("Focus Media Hong Kong"), (ii) Focus Media Technology (Shanghai)
Co., Ltd., a PRC wholly-foreign owned enterprise ("Focus Media Technology"),
(iii) Focus Media Digital Information Technology (Shanghai) Co., Ltd., a PRC
company ("Focus Media Digital"), (iv) Perfect Media Holding Ltd., Focus Media
Dalian Holding Ltd, Focus Media Changsha Holding Ltd., Focus Media Qingdao
Holding Ltd., Sorfari Holdings Limited, Focus Media Tianjin Limited and Capital
Beyond Limited, each a British Virgin Islands company (collectively, the
"Company Subsidiaries"), (B) Shanghai Focus Media Advertisement Co., Ltd., a PRC
company ("Focus Media Advertisement"), and its branches in Beijing, Shenzhen,
Guangzhou (collectively, the "Key Branches") and Wuzhou (Wuzhou, together with
the Key Branches, being collectively referred to as the "Focus Media
Advertisement Branches"), and (C) Shanghai Focus Media Advertising Agency Co.
Ltd., a PRC company ("FMAA") and the other PRC subsidiaries of Focus Media
Advertisement described in the Prospectus under the caption "Our Corporate
Structure - Subsidiaries of Focus Media Advertisement" (collectively, the "Focus
Media Advertisement Subsidiaries"). The legal representative under PRC law of
each of Focus Media Technology, Focus Media Digital, Focus Media Advertisement,
the Focus Media Advertisement Branches and the Focus Media Advertisement
Subsidiaries is Jason Nanchun Jiang. None of the Company or the Group Entities,
has sustained since the date of the latest audited financial statements included
in the Prospectus any material loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by insurance, or from
any labor dispute or court or governmental action, order or decree, otherwise
than as set forth or contemplated in the Prospectus; and, since the respective
dates as of which information is given in the Registration Statement and the
Prospectus, there has not been any change in the share capital, short term debt
or long term debt of the Company or any of the Group Entities or any material
adverse change or any development involving a prospective material adverse
change in or affecting the general affairs, management, financial position,
shareholders' equity or results of operations of the Company and the Group
Entities otherwise than as set forth or contemplated in the Prospectus. Shanghai
On-Target Advertisement Communications Co., Ltd. has no operations, assets or
liabilities of any kind or nature. Other than the Group Entities, no other
subsidiary or entity affiliated with the Company or with any Controlling Person
is or would be if owned or controlled by the Company a "Significant Subsidiary"
as defined in Regulation S-X under the Act;

      (vii) Neither the Company nor any of the Group Entities owns any real
property and each of the Company and the Group Entities has good and marketable
title to all personal property owned by it, in each case, free and clear of all
liens, encumbrances and defects except such as are described in the Prospectus
or such as do not materially affect the value of such property and do not
interfere with the use made and proposed to be made of such property by each of
the Company and the Group Entities; and any real property and buildings held
under lease by each of the Company and the Group Entities are held by it under
valid, subsisting and enforceable leases with such exceptions as are not
material and do not interfere with the use

                                       4


made and proposed to be made of such property and buildings by each of the
Company and the Group Entities;

      (viii) Each of the regional distributors as described in the Prospectus
under the caption "Business - Our Advertising Network" has entered into Focus
Media Advertisement's standard form of distribution agreement with Focus Media
Advertisement, a copy of which has been provided to the Underwriters. The
description and information in the Prospectus regarding the distribution
agreements is true and accurate in all material respects and nothing has been
omitted from such description which would make the same misleading in any
material respect with respect to such subject matter. Each of the parties to the
distribution agreements has full power, authority and legal right to enter into,
execute, adopt, assume, issue, deliver and perform their respective obligations
under each of the distribution agreements to which they are a party, and has
authorized, executed and delivered each of the distribution agreements to which
they are a party, and such obligations constitute valid, legal and binding
obligations enforceable against each of them in accordance with the terms of
each of the distribution agreements. Each of the distribution agreements is in
proper legal form under PRC laws and regulations for the enforcement thereof
against each of the parties thereto in the PRC without further action by any of
them. The execution, delivery and performance of each of the distribution
agreements by the parties thereto did not and will not (A) result in any
violation of the business license, articles of association, other constitutional
documents (if any) or permits of any of the parties thereto; (B) result in any
violation of or penalty under any laws, regulations, rules, orders, decrees,
guidelines, judicial interpretations, notices or other legislation of the PRC;
or (C) conflict with or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, any other contract, license,
indenture, mortgage, deed of trust, loan agreement, note, lease or other
agreement or instrument to which any of them is a party or by which any of them
is bound or to which any of their property or assets is subject. Each of the
distribution agreements is in full force and effect and none of the parties to
any of the distribution agreements is in breach or default in the performance or
observance of any of the terms or provisions of the distribution agreements.
None of the parties to any of the distribution agreements has sent or received
any communication regarding termination of, or intention not to perform its
obligations under, any of the distribution agreements, and no such termination
or non-performance has been threatened by any of the parties thereto;

      (ix) The description and information in the Prospectus regarding the
display placement agreements, is true and accurate in all material respects and
nothing has been omitted from such description which would make the same
misleading in any material respect with respect to such subject matter. Each of
the display placement agreements is substantially in the form of Focus Media's
standard display placement agreement, a copy of which has been provided to the
Underwriters. Each of the parties to the display placement agreements has full
power, authority and legal right to enter into, execute, adopt, assume, issue,
deliver and perform their respective obligations under each of the display
placement agreements to which they are a party, and has authorized, executed and
delivered each of the display placement agreements to which they are a party,
and such obligations constitute valid, legal and binding obligations enforceable
against each of them in accordance with the terms of each of the display
placement agreements. Each of the display placement agreements is in proper
legal form under PRC laws and regulations for the enforcement thereof against
each of the parties thereto in the PRC without further action by any of them.
The execution, delivery and performance of each of the display

                                       5


placement agreements by the parties thereto did not and will not (A) result in
any violation of the business license, articles of association, other
constitutional documents (if any) or permits of any of the parties thereto; (B)
result in any violation of or penalty under any laws, regulations, rules,
orders, decrees, guidelines, judicial interpretations, notices or other
legislation of the PRC, including without limitation any applicable building or
zoning ordinances, covenants, or restrictions; or (C) conflict with or result in
a breach or violation of any of the terms or provisions of, or constitute a
default under, any other contract, license, indenture, mortgage, deed of trust,
loan agreement, note, lease or other agreement or instrument to which any of
them is a party or by which any of them is bound or to which any of their
property or assets is subject. Each of the display placement agreements is in
full force and effect and none of the parties to any of the display placement
agreements is in breach or default in the performance or observance of any of
the terms or provisions of the display placement agreements. None of the parties
to any of the display placement agreements has sent or received any
communication regarding termination of, or intention not to renew, any of the
display placement agreements, and no such termination or non-renewal has been
threatened by any of the parties thereto. Each of Focus Media Advertisement, the
Focus Media Advertisement Subsidiaries and the regional distributors has rights
of access sufficient to install, replace, upgrade, inspect, maintain, monitor
and repair the flat-panel television displays that are intended to be placed in
the locations contemplated by each display placement agreement to which it is a
party. Focus Media Advertisement, the Focus Media Advertisement Subsidiaries and
the regional distributors are the only Group Entities that have entered into any
display placement agreements and none of the Company or the Company Subsidiaries
is a party to any display placement agreements;

      (x) Each of the Company and the Group Entities has full power, authority
and legal right to enter into, execute, adopt, assume, issue, deliver and
perform their respective obligations under each of the contracts and agreements
referred to or described in, or filed as an exhibit to, the Registration
Statement to which it is a party (the "Disclosed Contracts"), and has
authorized, executed and delivered each of the Disclosed Contracts, and such
obligations constitute valid, legal and binding obligations enforceable against
each of them in accordance with the terms of each of the Disclosed Contracts.
Each of the Disclosed Contracts is in proper legal form under PRC law for the
enforcement thereof against each of the parties thereto in the PRC without
further action by any of them. The execution, delivery and performance of each
of the Disclosed Contracts by the parties thereto did not and will not (A)
result in any violation of the business license, articles of association, other
constitutional documents (if any) or permits of any of the parties thereto; (B)
result in any violation of or penalty under any laws, regulations, rules,
orders, decrees, guidelines, judicial interpretations, notices or other
legislation of the PRC; or (C) conflict with or result in a breach or violation
of any of the terms or provisions of, or constitute a default under, any other
contract, license, indenture, mortgage, deed of trust, loan agreement, note,
lease or other agreement or instrument to which any of them is a party or by
which any of them is bound or to which any of their property or assets is
subject. Each of the Disclosed Contracts is in full force and effect and none of
the parties to any of the Disclosed Contracts is in breach or default in the
performance or observance of any of the terms or provisions of the Disclosed
Contracts. Neither the Company nor any of the Group Entities has sent or
received any communication regarding termination of, or intention not to renew,
any of the Disclosed Contracts, and no such termination or non-renewal has been
threatened by the Company or, to the best knowledge of the Company and the
Controlling Person after due inquiry, any other party to any Disclosed
Contract;

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      (xi) The Company has been duly organized and is validly existing as a
company in good standing under the laws of the Cayman Islands, with legal right,
power and authority (corporate and other) to own, lease and operate its
properties and conduct its business as described in the Prospectus, and has been
duly qualified as a foreign corporation for the transaction of business and is
in good standing under the laws of each other jurisdiction in which it owns or
leases properties or conducts any business so as to require such qualification,
or is subject to no material liability or disability by reason of the failure to
be so qualified in any such jurisdiction; and each of the Group Entities has
been duly organized and is validly existing in good standing under the laws of
its jurisdiction of organization, with legal right, power and authority
(corporate and other) to own, lease and operate its properties and conduct its
business as described in the Prospectus, and has been duly qualified as a
foreign corporation for the transaction of business and is in good standing
under the laws of each other jurisdiction in which it owns or leases properties
or conducts any business so as to require such qualification, or is subject to
no material liability or disability by reason of the failure to be so qualified
in any such jurisdiction; and each of the business licenses and articles of
association of each of the Group Entities formed under the laws and regulations
of the PRC is in full force and effect under, and in compliance with, PRC law;

      (xii) Except for Focus Media Hong Kong, none of the Group Entities owns or
leases properties or conducts any business outside of the PRC; none of the Group
Entities needs to be duly qualified as a foreign corporation for the transaction
of business under the laws of any jurisdiction in which it is not now so
qualified;

      (xiii) Each of the Company and the Group Entities, as applicable, has the
legal right, power and authority (corporate and other) to enter into and perform
its obligations under each of the agreements described under the captions
"Related Party Transactions - Agreements Among Us, Focus Media Technology, Focus
Media Digital, Focus Media Advertisement and Its Subsidiaries" and "Our
Corporate Structure" in the Prospectus and filed as Exhibits 10.2 through 10.11
to the Registration Statement (collectively, the "Structure Agreements") to
which it is a party and has taken all necessary corporate action to authorize
the execution, delivery and performance of, and has authorized, executed and
delivered, each of the Structure Agreements to which it is a party; and each of
the Structure Agreements to which each of the Company and the Group Entities, as
applicable, is a party constitutes a valid and legally binding obligation of
each of them enforceable in accordance with its terms, subject, as to
enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles;

      (xiv) Each of Jason Nanchun Jiang and Jimmy Wei Yu has executed and
delivered each of the Structure Agreements to which he is a party; and each of
the Structure Agreements to which he is a party constitutes a valid and legally
binding obligation of each of them enforceable in accordance with its terms,
subject as to enforceability to bankruptcy, insolvency, reorganization and
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles;

      (xv) The execution and delivery by each of the Company and the Group
Entities of, and the performance by each of them of its respective obligations
under, each of the Structure Agreements to which it is a party and the
consummation by them of the transactions

                                       7


contemplated therein will not: (A) conflict with or result in a breach or
violation of any of the terms or provisions of, or constitute a default under,
any indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which any of the Company and the Group Entities, as applicable, is
bound or to which any of their properties or assets is bound or subject, except
where any such conflict, breach, violation or default would not, individually or
in the aggregate, reasonably be expected to have a material adverse effect on or
affecting the general affairs, management, business, financial position,
shareholders' equity, results of operations or prospects (a "Material Adverse
Effect") on the Company or any of the Group Entities; (B) result in any
violation of the provisions of the respective articles of association, business
license, other constitutional documents (if any) or permits of any of the
Company and the Group Entities; or (C) result in any violation of or penalty
under any laws, regulations, rules, orders, decrees, guidelines, judicial
interpretations, notices or other legislation of the PRC;

      (xvi) The execution and delivery by each of Jason Nanchun Jiang and Jimmy
Wei Yu of, and the performance by each of them of his obligations under, each of
the Structure Agreements to which each of them is a party and the consummation
by them of the transactions contemplated therein will not: (A) conflict with or
result in a breach or violation of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which the Company or any of the
Group Entities is a party or by which the Company or any of the Group Entities
is bound or to which any of the properties or assets of the Company or any of
the Group Entities is bound or subject; or (B) result in any violation of or
penalty under any laws, regulations, rules, orders, decrees, guidelines,
judicial interpretations, notices or other legislation of the PRC;

      (xvii) Each of the Structure Agreements is in proper legal form under the
laws and regulations of the PRC for the enforcement thereof against each of the
parties thereto in the PRC without further action by any of them; and to ensure
the legality, validity, enforceability or admissibility in evidence of each of
the Structure Agreements in the PRC, it is not necessary that any such document
be filed or recorded with any court or other authority in the PRC or that any
stamp or similar tax be paid on or in respect of any of the Structure Agreements
(except for the Cooperation Agreement and Trademark License Agreement as
described in the Prospectus under the caption "Related Party Transactions -
Agreements Among Us, Focus Media Technology, Focus Media Digital, Focus Media
Advertisement and Its Subsidiaries", stamp duty on which the Company hereby
undertakes to cause to be paid when due).

      (xviii) Except as disclosed in the Prospectus, the Company and each of the
Group Entities has all necessary licenses, franchises, concessions, consents,
authorizations, approvals, orders, certificates and permits of and from, and has
made all declarations and filings with, all governmental agencies to own, lease,
license and use its properties, assets and conduct its business in the manner
described in the Prospectus and such licenses, consents, authorizations,
approvals, orders, certificates or permits contain no materially burdensome
restrictions or conditions not described in the Prospectus. Except as described
in the Prospectus, none of the Company or any of the Group Entities has any
reason to believe that any regulatory body is considering modifying, suspending
or revoking any such licenses, consents, authorizations, approvals, orders,
certificates or permits and the Company and each of the Group Entities is in
compliance with the provisions of all such licenses, consents, authorizations,
approvals, orders, certificates or permits in all material respects.

                                       8


      (xix) Except as disclosed in the Prospectus, none of the Company or any of
the Group Entities is (A) in violation of any laws, regulations, rules, orders,
decrees, guidelines, judicial interpretations, notices or other legislation of
the PRC, except where any such violation would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect on the
Company or any of the Group Entities; (B) in breach of or in default under any
approval, consent, waiver, authorization, exemption, permission, endorsement or
license granted by any court or governmental agency or body of any stock
exchange authorities ("Governmental Agency") in the PRC; (C) in violation of its
constituent documents, business license, articles of association or permits; or
(D) in breach or default in the performance or observance of any obligation,
agreement, covenant or condition contained in any indenture, mortgage, deed of
trust, loan agreement, lease or other agreement or instrument to which it is a
party or by which it or any of its properties may be bound.

      (xx) The Company has an authorized and paid-in capitalization as set forth
in the Prospectus, and all of the issued shares of capital stock of the Company
have been duly and validly authorized and issued, and are fully paid and
non-assessable and conform to the description of the Ordinary Shares contained
in the Prospectus; and all of the equity interests of each of the Group Entities
has been duly and validly authorized and issued, and are fully paid and
non-assessable; all of the equity interest of Focus Media Technology is owned by
the Company, free and clear of all liens, encumbrances, equities or claims; all
of the registered capital of Focus Media Digital has been fully paid and 90% of
the equity interest of Focus Media Digital is owned by Focus Media Technology
and 10% of the equity interest of Focus Media Digital is owned by Focus Media
Advertisement, and except as described in the Prospectus under the caption
"Related Party Transactions", such equity interest is owned by each of them free
and clear of all liens, encumbrances, equities or claims. Focus Media
Advertisement owns the equity interest of the Focus Media Advertisement
Subsidiaries in the percentages set forth in the Prospectus under the caption
"Our Corporate Structure", free and clear of all liens, encumbrances, equities
or claims; Jason Nanchun Jiang owns 85% of, and Jimmy Wei Yu owns 15% of, the
equity interest of Focus Media Advertisement, in each case free and clear of all
liens, encumbrances, equities or claims, except as set forth in the Prospectus;
the holders of outstanding shares of capital stock of the Company are not
entitled to preemptive or other rights to acquire the Shares or the ADSs; there
are no outstanding securities convertible into or exchangeable for, or warrants,
rights or options to purchase from the Company, or obligations of the Company to
issue, the Ordinary Shares or any other class of capital stock of the Company
except as set forth in the Prospectus under the captions "Capitalization" and
"Management - Share Option Plan"; the Shares, when issued and delivered against
payment therefore, may be freely deposited by the Company and the Selling
Shareholders with the Depositary against issuance of ADRs evidencing ADSs; the
ADSs, when issued and delivered against payment therefore, will be freely
transferable by the Company and the Selling Shareholders to or for the account
of the several Underwriters and (to the extent described in the Prospectus) the
initial purchasers thereof; and there are no restrictions on subsequent
transfers of the ADSs under the laws of the Cayman Islands, the PRC or the
United States except as described in the Prospectus under the captions
"Description of Share Capital" and "Description of American Depositary Shares";

      (xxi) The unissued Shares to be issued underlying the ADSs to be sold by
the Company to the Underwriters hereunder have been duly and validly authorized
and, when issued and

                                       9


delivered against payment therefor as provided herein, will be duly and validly
issued and fully paid and non-assessable and will conform in all material
respects to the description of the Ordinary Shares contained in the Prospectus;

      (xxii) All of the outstanding Series A Redeemable Convertible Preferred
Shares of the Company, Series B Redeemable Convertible Preferred Shares of the
Company, and Series C Redeemable Convertible Preferred Shares of the Company
(collectively, the "Preferred Shares") have been duly authorized and validly
issued and are fully paid and non-assessable and conform in all material
respects to the descriptions thereof contained in the Prospectus, and apart from
the Preferred Shares and the Ordinary Shares, there are no other classes or
series of shares of capital stock (or securities convertible, exchangeable or
exercisable for shares of capital stock) of the Company; all of the Ordinary
Shares issuable upon the mandatory conversion of the Preferred Shares as
described in the Prospectus have been duly authorized; and, prior to or
concurrently with the First Time of Delivery (as defined in Section 4 hereof),
all of the Preferred Shares will be converted into Ordinary Shares and all such
Ordinary Shares will be duly authorized, validly issued and fully paid and
non-assessable; except as disclosed in the Prospectus, there are no outstanding
options, warrants, rights (including without limitation special voting rights,
veto rights, minority shareholder or equity interest holder rights, preemptive
rights or rights of first refusal), proxy or shareholder agreements, or
contracts, agreements or understandings of any kind for the purchase or
acquisition from the Company or any of the Group Entities of any of their
shares, equity interests or other securities;

      (xxiii) Except as disclosed in the Prospectus, there are no contracts,
agreements or understandings between the Company and any person granting such
person the right to require the Company to file a registration statement under
the Act with respect to, or to list on any U.S. or non-U.S. securities exchange
or inter-dealer quotation system, any securities of the Company owned or to be
owned by such person or to require the Company to include such securities in the
securities registered pursuant to the Registration Statement, the ADS
Registration Statement or in any securities being registered pursuant to any
other registration statement filed by the Company under the Act or being listed
on any U.S. or non-U.S. securities exchange or inter-dealer quotation system;

      (xxiv) This agreement has been duly authorized, executed and delivered by
the Company and the Controlling Person, and constitutes a valid and legally
binding agreement of the Company and the Controlling Person, enforceable in
accordance with its terms, subject, as to enforceability, to bankruptcy,
insolvency, reorganization and similar laws of general applicability relating to
or affecting creditors' rights and to general equity principles;

      (xxv) The Deposit Agreement has been duly authorized, and when executed
and delivered by the Company, and the Depositary, will constitute a valid and
legally binding agreement of the Company, enforceable in accordance with its
terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization
and similar laws of general applicability relating to or affecting creditors'
rights and to general equity principles; upon issuance by the Depositary of ADRs
evidencing ADSs and the deposit of Shares in respect thereof in accordance with
the provisions of the Deposit Agreement, such ADRs will be duly and validly
issued and the persons in whose names the ADRs are registered will be entitled
to the rights specified therein and in the

                                       10


Deposit Agreement; and the Deposit Agreement and the ADRs conform in all
material respects to the descriptions thereof contained in the Prospectus;

      (xxvi) No consents, approvals, authorizations, orders, registrations,
clearances or qualifications of or with any Governmental Agency having
jurisdiction over the Company or any of the Group Entities or any of their
respective properties or any stock exchange authorities (hereinafter referred to
as "Governmental Authorizations") are required for the deposit of Shares, and
the issuance of ADSs in respect thereof and for the execution and delivery by
the Company of this agreement and the Deposit Agreement to be duly and validly
authorized except for the registration of the Shares and the ADSs under the Act,
and any filings required under Rule 424 of the Act;

      (xxvii) Except as disclosed in the Prospectus, all dividends and other
distributions declared and payable on the shares of capital stock of the Company
may under the current laws and regulations of the Cayman Islands be paid to the
Depositary, and all such dividends and other distributions will not be subject
to withholding or other taxes under the laws and regulations of the Cayman
Islands and are otherwise free and clear of any other tax, withholding or
deduction in the Cayman Islands and without the necessity of obtaining any
Governmental Authorization in the Cayman Islands;

      (xxviii) Except as disclosed in the Prospectus, all dividends and other
distributions declared and payable on the shares of capital stock of Focus Media
(China) Holding Limited ("Focus Media Hong Kong") may under the current laws and
regulations of Hong Kong be paid to the Company, and all such dividends and
other distributions will not be subject to withholding or other taxes under the
laws and regulations of Hong Kong and are otherwise free and clear of any other
tax, withholding or deduction in Hong Kong and without the necessity of
obtaining any Governmental Authorization in Hong Kong;

      (xxix) Except as disclosed in the Prospectus, all dividends and other
distributions declared and payable on the shares of capital stock of Focus Media
Technology may under the current laws and regulations of the PRC be paid to
Focus Media Hong Kong in Renminbi that may be converted into U.S. dollars and
freely transferred out of the PRC, and all such dividends and other
distributions will not be subject to withholding or other taxes under the laws
and regulations of the PRC and are otherwise free and clear of any other tax,
withholding or deduction in the PRC, and without the necessity of obtaining any
Governmental Authorization in the PRC;

      (xxx) Except as disclosed in the Prospectus, all dividends and other
distributions declared and payable on the shares of capital stock of Focus Media
Digital may under the current laws and regulations of the PRC be paid to Focus
Media Technology, and all such dividends and other distributions will not be
subject to withholding or other taxes under the laws and regulations of the PRC
and are otherwise free and clear of any other tax, withholding or deduction in
the PRC, and without the necessity of obtaining any Governmental Authorization
in the PRC;

      (xxxi) The issue and sale of the Shares to be sold by the Company
hereunder and the deposit of the Shares being deposited with the Depositary
against issuance of the ADRs

                                       11


evidencing the ADSs and the compliance by the Company with all of the provisions
of this agreement and the Deposit Agreement and the consummation of the
transactions herein and therein contemplated will not (A) conflict with or
result in a breach or violation of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which the Company or any of the
Group Entities is a party or by which the Company or any of the Group Entities
is bound or to which any of the property or assets of the Company or any of the
Group Entities is subject, except where any such breach or violation would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect on the Company or any of the Group Entities; nor (B) will such
action result in any violation of the provisions of the constituent documents of
the Company or any of the Group Entities or any statute or any order, rule or
regulation of any Governmental Agency having jurisdiction over the Company or
any of the Group Entities or any of their properties or assets; and no consent,
approval, authorization, order, registration or qualification of or with any
such Governmental Agency is required for the issue and sale of the Shares or the
ADSs, for the deposit of the Shares being deposited with the Depositary against
issuance of ADRs evidencing the ADSs to be delivered or the consummation by the
Company of the transactions contemplated by this agreement and the Deposit
Agreement, except (A) the registration under the Act of the Shares and the ADSs,
(B) such Governmental Authorizations as have been duly obtained and are in full
force and effect and copies of which have been furnished to you and (C) such
Governmental Authorizations as may be required under state securities or blue
sky laws or any laws of jurisdictions outside the Cayman Islands and the United
States in connection with the purchase and distribution of the Shares and ADSs
by or for the respective accounts of the several Underwriters;

      (xxxii) The ADSs have been approved for quotation on the National
Association of Securities Dealers Automated Quotations National Market System
("Nasdaq National Market"), subject to official notice of issuance;

      (xxxiii) None of the Company or any of the Group Entities is engaged in
any trading activities involving commodity contracts or other trading contracts
which are not currently traded on a securities or commodities exchange and for
which the market value cannot be determined;

      (xxxiv) Except as set forth in the Prospectus, no stamp or other issuance
or transfer taxes or duties and no capital gains, income, withholding or other
taxes are payable by or on behalf of the Underwriters to the government of the
Cayman Islands, Hong Kong or the PRC, or any political subdivision or taxing
authority thereof or therein, in connection with: (A) the deposit with the
Depositary of the Shares by the Company against the issuance of ADRs evidencing
the ADSs, (B) the sale and delivery by the Company of the Shares and the ADSs to
or for the respective accounts of the several Underwriters or (C) the sale and
delivery by the Underwriters of the Shares and the ADSs to the initial
purchasers thereof;

      (xxxv) Neither the Company nor any of the Group Entities has taken,
directly or indirectly, any action which was designed to or which has
constituted or which might reasonably be expected to cause or result in
stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of the Shares and the ADSs;

                                       12


      (xxxvi) The statements set forth in the Prospectus under the captions
"Description of Share Capital" and "Description of American Depositary Shares",
insofar as they purport to constitute a summary of the terms of the Ordinary
Shares and the ADSs, respectively, and under the captions "Taxation" and
"Underwriting", insofar as they purport to describe the provisions of the laws
and documents referred to therein, are accurate, complete and fair;

      (xxxvii) Except as set forth in the Prospectus, there are no legal,
arbitration or governmental proceedings pending to which the Company or any of
the Group Entities is a party or of which any property of the Company or any of
the Group Entities is the subject (A) which, if determined adversely to the
Company or any of the Group Entities, would individually or in the aggregate
have a Material Adverse Effect on the current or future consolidated financial
position, shareholders' equity or results of operations of the Company or the
Group Entities; or (B) that are required to be described in the Registration
Statement or the Prospectus and are not so described; and, to the best knowledge
of the Company and Controlling Person after due inquiry, no such proceedings
are threatened or contemplated by any Governmental Agency or by others;

      (xxxviii) The statements set forth in the Prospectus under the caption
"Business - Legal Proceedings" are true and accurate in all material respects,
and nothing has been omitted from such statements which would make the same
misleading in any material respect;

      (xxxix) The Company is not and, after giving effect to the offering and
sale of the Shares and the ADSs, will not be an "investment company", as such
term is defined in the U.S. Investment Company Act of 1940, as amended (the
"Investment Company Act");

      (xl) Each of this agreement and the Deposit Agreement is in proper form to
be enforceable in the Cayman Islands in accordance with its terms; to ensure the
legality, validity, enforceability or admissibility into evidence in the Cayman
Islands of this agreement or the Deposit Agreement, it is not necessary that
this agreement or the Deposit Agreement be filed or recorded with any court or
other authority in the Cayman Islands or that any stamp or similar tax in the
Cayman Islands be paid on or in respect of this agreement, the Deposit Agreement
or any other documents to be furnished hereunder;

      (xli) The Registration Statement, the Prospectus and the ADS Registration
Statement and the filing of the Registration Statement, the Prospectus and the
ADS Registration Statement with the Commission have been duly authorized by and
on behalf of the Company, and the Registration Statement and the ADS
Registration Statement have been duly executed pursuant to such authorization by
and on behalf of the Company;

      (xlii) Each of the Company and the Group Entities own, possess, license or
have other rights to use the patents and patent applications, copyrights,
trademarks, service marks, trade names, Internet domain names, technology,
know-how (including trade secrets and other unpatented and/or unpatentable
proprietary rights) and other intellectual property necessary or used in any
material respect to conduct their business in the manner in which it is being
conducted and in the manner in which it is contemplated as set forth in the
Prospectus (collectively, the "Intellectual Property"); none of the material
copyrights owned or licensed by the Company or any of the Group Entities is
unenforceable or invalid; except as disclosed in the Prospectus, neither the
Company nor any of the Group Entities has received any notice of

                                       13


violation or conflict with (and none of the Company or any of the Group Entities
knows of any basis for violation or conflict with) rights of others with respect
to the Intellectual Property that, individually or in the aggregate, would
reasonably be expected to have a Material Adverse Effect on the Company or any
of the Group Entities; except as disclosed in the Prospectus, there are no
pending or to the best of the Company's knowledge after due inquiry, threatened
actions, suits, proceedings or claims by others that allege the Company or any
of the Group Entities is infringing any patent, trade secret, trade mark,
service mark, copyright or other intellectual property or proprietary right
that, individually or in the aggregate, would reasonably be expected to have a
Material Adverse Effect on the Company or any of the Group Entities; and the
discoveries, inventions, products or processes of the Company and the Group
Entities referenced in the Prospectus do not, to the best knowledge of the
Company and Controlling Person after due inquiry, violate or conflict with any
intellectual property or proprietary right of any third person, or any
discovery, invention, product or process that is the subject of a patent
application filed by any third person; the Company and the Group Entities are
not in breach of, and have complied in all material respects with all terms of,
any license or other agreement relating to the Intellectual Property; to the
extent the Intellectual Property is sublicensed to the Company or any of the
Group Entities by a third party, such sublicensed rights shall continue in full
force and effect if the principal third party license terminates for any reason;
and there are no contracts or other documents material to the Intellectual
Property other than those described in the Prospectus. All trademarks related to
the brand name Focus Media are held by Focus Media Technology and validly
licensed to Focus Media Digital, Focus Media Advertising, and the Focus Media
Advertising Subsidiaries pursuant to the Trademark License Agreement described
in the Prospectus under the caption "Related Party Transactions";

      (xliii) The Company is not a Passive Foreign Investment Company ("PFIC")
within the meaning of Section 1297(a) of the United States Internal Revenue Code
of 1986, as amended, and is not likely to become a PFIC;

      (xliv) Neither the Company nor any of its affiliates does business with
the government of Cuba or with any person or affiliate located in Cuba within
the meaning of Section 517.075, Florida Statutes;

      (xlv) Deloitte Touche Tohmatsu CPA Ltd., who have certified certain
consolidated financial statements of the Company, are the independent public
accountants of the Company as required by the Act and the Exchange Act and the
rules and regulations of the Commission thereunder;

      (xlvi) The Company maintains a system of internal accounting controls
sufficient to provide reasonable assurance that: (A) transactions are executed
in accordance with management's general or specific authorizations; (B)
transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles in the
United States ("US GAAP"); (C) access to assets is permitted only in accordance
with management's general or specific authorization; (D) the recorded
accountability for assets is compared with existing assets at reasonable
intervals and appropriate actions are taken with respect to any differences; and
(E) each of the Company and the Group Entities has made and kept books, records
and accounts which, in reasonable detail, accurately and fairly

                                       14


reflect the transactions and dispositions of assets of such entity and provide a
sufficient basis for the preparation of financial statements in accordance with
US GAAP;

      (xlvii) The Company maintains a system of internal control over financial
reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) that
complies with the requirements of the Exchange Act and has been designed by the
Company's principal executive officer and principal financial officer, or under
their supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. Since the
date of the latest audited financial statements included in the Prospectus there
has been no change in the Company's internal control over financial reporting,
and, except as disclosed in the Prospectus, the Company's independent
accountants have not notified the Company of any "reportable conditions" (as
that term is defined under standards established by the American Institute of
Certified Public Accountants) in the Company's internal accounting controls, or
other weaknesses or deficiencies in the design or operation of the Company's
internal accounting controls, that has materially affected, or is reasonably
likely to materially affect, the Company's internal control over financial
reporting, or could adversely affect the Company's ability to record, process,
summarize and report financial data consistent with the assertions of the
Company's management in the financial statements. The Company maintains
disclosure controls and procedures (as such term is defined in Rule 13a-15(e) of
the Exchange Act) that comply with the requirements of the Exchange Act, such
disclosure controls and procedures have been designed to ensure that material
information relating to the Company and it subsidiaries is made known to the
Company's principal executive officer and principal financial officer by others
within those entities. Such disclosure controls and procedures are effective;

      (xlviii) Except as set forth in the Prospectus, the Company has no
obligation to provide retirement, death or disability benefits to any of the
present or past employees of the Company or any of the Group Entities, or to any
other person;

      (xlix) No material labor dispute, work stoppage, slow down, strike or
other conflict with the employees of the Company or any of the Group Entities
exists or, to the best knowledge of the Company and the Controlling Person
after due inquiry, is threatened or contemplated; neither the Company nor the
Group Entities is engaged in any unfair labor practice and (i) there is no
unfair labor practice complaint pending or, to the best knowledge of the Company
and Controlling Person after due inquiry, threatened against the Company or any
of the Group Entities before any competent governmental agency, and no grievance
or arbitration proceeding arising out of or under collective bargaining
agreements is pending or threatened, and (ii) there has been no violation of any
laws, regulations, rules, orders, decrees, guidelines, judicial interpretations,
notices or other legislation of the Cayman Islands, the PRC, Hong Kong, the
United States or any other jurisdiction applicable to the Company or any of the
Group Entities relating to discrimination in the hiring of employees, social
welfare benefits, equal opportunity, collective bargaining, promotion or pay of
employees, applicable wage or hour laws, the payment or withholding of payroll
or similar taxes for employees, or any other applicable law or regulation
concerning the employees of the Company or the Group Entities;

      (l) The section entitled "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Critical Accounting Policies" in
the Prospectus

                                       15


accurately and fully describes: (A) accounting policies which the Company
believes are the most important in the portrayal of the Company's financial
condition and results of operations and which require management's most
difficult, subjective or complex judgments ("Critical Accounting Policies"); (B)
judgments and uncertainties affecting the application of Critical Accounting
Policies; and (C) the likelihood that materially different amounts would be
reported under different conditions or using different assumptions; and the
Company's board of directors and management have reviewed and agreed with the
selection, application and disclosure of Critical Accounting Policies and have
consulted with its legal advisers and independent accountants with regard to
such disclosure; true and complete copies of all reports, letters or notices
delivered to the Company by the Company's independent accountants regarding the
Company's internal accounting controls have been delivered to the
representatives of the Underwriters;

      (li) Since the date of the latest audited financial statements included in
the Prospectus, none of the Company or any of the Group Entities has: (A)
entered into or assumed any contract, (B) incurred or agreed to incur any
liability (including any contingent liability) or other obligation, (C) acquired
or disposed of or agreed to acquire or dispose of any business or any other
asset or (D) assumed or acquired or agreed to assume or acquire any liabilities
(including contingent liabilities) that would be material to the Company or the
Group Entities, and that are not otherwise described in the Prospectus;

      (lii) The calculation and presentation of "adjusted net income" and the
disclosure related to adjusted net income set forth in the Prospectus comply in
all respects with Regulation G.

      (liii) The section entitled "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Liquidity and Capital Resources"
in the Prospectus accurately and fully describes all material trends, demands,
commitments, events, uncertainties and risks, and the potential effects thereof,
that the Company believes would materially affect liquidity and are reasonably
likely to occur; none of the Company nor any of the Group Entities is a party to
or subject to, any off-balance sheet transactions, arrangements, and
obligations, including, without limitation, relationships with unconsolidated
entities that are contractually limited to narrow activities that facilitate the
transfer of or access to assets by the Company or the Group Entities, such as
structured finance entities and special purpose entities (collectively,
"off-balance sheet arrangements");

      (liv) Except as set forth in the Prospectus, none of the Company or any of
the Group Entities is engaged in any transactions that are material (or that
would otherwise require disclosure pursuant to Item 404 of Regulation S-K under
the Act) with its directors, officers, management, shareholders, or any other
person, including persons formerly holding such positions, on terms that are not
available from unrelated third parties on an arm's-length basis;

      (lv) No holder of any of the Shares or the ADSs after the consummation of
the transactions contemplated by this agreement or the Deposit Agreement is or
will be subject to any liability in respect of any liability of the Company by
virtue only of its holding of any such Shares or ADSs; except as set forth in
the Prospectus, there are no limitations on the rights of holders of the Shares
or the ADSs to hold, vote or transfer their securities;

                                       16


      (lvi) The audited and unaudited consolidated financial statements (and the
notes and schedules thereto) of the Company included in the Prospectus
(including without limitation unaudited yearly and interim financial statements)
present fairly the consolidated financial position of the Company as of the
dates specified and the consolidated results of operations and changes in
consolidated financial position of the Company for the periods specified, and
such financial statements have been prepared in conformity with US GAAP applied
on a consistent basis throughout the periods presented (other than as described
therein); and the summary and selected consolidated financial data and other
unaudited financial information contained in the Prospectus (including without
limitation unaudited yearly and interim financial statements and unaudited
quarterly financial information included in the Prospectus) present fairly the
information shown therein and have been compiled on a basis consistent with that
of the audited consolidated financial statements included therein subject, in
the case of unaudited interim financial information, to ordinary year-end
adjustments consistent with past practice;

      (lvii) Under the laws of the Cayman Islands, each holder of ADRs
evidencing ADSs issued pursuant to the Deposit Agreement shall be entitled,
subject to the Deposit Agreement, to seek enforcement of its rights through the
Depositary or its nominee registered as representative of the holders of the
ADRs in a direct suit, action or proceeding against the Company;

      (lviii) Except as set forth in the Prospectus, or this agreement, all
amounts payable by the Company in respect of the ADRs evidencing the ADSs or the
underlying Shares shall be made free and clear of and without deduction for or
on account of any taxes imposed, assessed or levied by the Cayman Islands or any
authority thereof or therein (except such income taxes as may otherwise be
imposed by the Cayman Islands on payments hereunder to any Underwriter whose net
income is otherwise subject to tax or withholding by the Cayman Islands by
virtue of its conducting direct business in the Cayman Islands, if any, with
respect to any such income tax) nor are any taxes imposed in the Cayman Islands
on, or by virtue of the execution or delivery of, such documents;

      (lix) All returns, reports or filings which ought to have been made by or
in respect of the Company and the Group Entities for all taxation purposes and
any related assessments, charges, levies, fines or penalties have been made and
all such returns are up to date, true, correct and on a proper basis, and are
not the subject of any dispute with the relevant revenue or other appropriate
authorities; each of the Company and the Group Entities has paid all taxes
required to be paid by them and any related assessments, charges, levies, fines
or penalties; there is no tax deficiency, assessment, charge, levy, fine or
penalty against the Company or the Group Entities as to which a reserve would be
required to be established under US GAAP which has not been so reserved or which
is required to be disclosed in the Prospectus which has not been so disclosed
and there are no facts or circumstances in existence which would be expected to
give rise to any such deficiency, assessment, charge, levy, fine or penalty; all
local and national PRC governmental tax holidays, exemptions, waivers, financial
subsidies, and other local and national PRC tax relief, concessions and
preferential treatment enjoyed by the Company or any of the Group Entities are
valid, binding and enforceable and do not violate any laws, regulations, rules,
orders, decrees, guidelines, judicial interpretations, notices or other
legislation of the PRC; none of the Company or any of the Group Entities has
received notice of any tax deficiency with respect to the Company or any of the
Group Entities; and none of the Company, the Controlling Person or the Group
Entities, to the best knowledge of the Company and the Controlling

                                       17


Persons after due inquiry, is aware of any tax deficiency or representation of
the facts on any tax return made by the Company or any of the Group Entities
individually or collectively that would be expected to be challenged or asserted
against the Company or any of the Group Entities or any of their respective
properties or assets;

      (lx) Each of Focus Media Digital and Shanghai Focus Media Advertising
Agency Co., Ltd. ("Focus Media Advertising Agency") is, and has since its
inception been, in compliance with all requirements under all applicable PRC
laws and regulations to qualify for their exemptions from enterprise income tax
in 2004 and 2005 (the "Tax Exemptions") as described in the Prospectus under the
caption "Management's Discussion and Analysis of Financial Condition and Results
of Operations - Taxation", and the actual operations and business activities of
each of Focus Media Digital and Focus Media Advertising Agency are sufficient to
meet the qualifications for their Tax Exemptions. No submissions made to any PRC
government authority in connection with obtaining their Tax Exemptions contained
any misstatement or omission that would have affected the granting of their Tax
Exemptions. Neither Focus Media Digital nor Focus Media Advertising Agency has
received notice of any deficiency in their respective applications for their Tax
Exemptions, and none of the Company or the Controlling Person is aware, to
their best knowledge after due inquiry, of any reason why either Focus Media
Digital or Focus Media Advertising Agency might not qualify for, or be in
compliance with the requirements for, their Tax Exemptions;

      (lxi) The Company has provided you true, correct, and complete copies of
all documentation pertaining to any extension of credit in the form of a
personal loan made, directly or indirectly, by the Company or any of the Group
Entities to any director or executive officer of the Company; and since December
31, 2004, the Company has not, directly or indirectly, including through any of
the Group Entities: (A) extended credit, arranged to extend credit, or renewed
any extension of credit, in the form of a personal loan, to or for any director
or executive officer of the Company, or to or for any family member or affiliate
of any director or executive officer of the Company; or (B) made any material
modification, including any renewal thereof, to any term of any personal loan to
any director or executive officer of the Company, or any family member or
affiliate of any director or executive officer, which loan was outstanding on
December 31, 2004;

      (lxii) Any statistical or market-related data, or any other operating data
or statistics provided by third parties, included in the Prospectus are based on
or derived from sources that the Company reasonably believes to be reliable and
accurate, and the Company has obtained the written consent for the use of such
data from such sources to the extent required; and all the operating data and
statistics contained in the Prospectus that are generated or supplied by the
Company or members of its management are derived from the books and records of
account of the Company, that the Company reasonably believes such operating data
and statistics are true and accurate and such operating data and statistics
fairly reflect the information presented;

      (lxiii) The application of the net proceeds from the offering of ADSs, as
described in the Prospectus, will not contravene any provision of any applicable
laws or the constitutive documents of the Company or any of the Group Entities
or contravene the terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, loan agreement, note, lease

                                       18


or other agreement or instrument binding upon the Company or any of the Group
Entities or any Governmental Authorization applicable to the Company or any of
the Group Entities;

      (lxiv) There are no contracts, agreements or understandings between the
Company and any person that would give rise to a claim against the Company or
any Underwriter for a brokerage commission, finder's fee or other like payment
in connection with the issuance and sale of the ADSs;

      (lxv) The description and information in the Prospectus under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Acquisitions" regarding the acquisitions (the "Acquisitions") is
true and accurate in all material respects and nothing has been omitted from
such description which would make the same misleading in any material respect.
Each of the parties to any agreements entered into in connection with the
Acquisitions (collectively, the "Acquisition Agreements") has full power,
authority and legal right to enter into, execute, adopt, assume, issue, deliver
and perform its respective obligations under each of the Acquisition Agreements
to which they are a party, and has authorized, executed and delivered each of
the Acquisition Agreements to which they are a party, and such obligations
constitute valid, legal and binding obligations enforceable against each of them
in accordance with the terms of each of the Acquisition Agreements. Each of the
Acquisition Agreements is in proper legal form under relevant laws and
regulations for the enforcement thereof against each of the parties thereto
without further action by any of them. The execution, delivery and performance
of each of the Acquisition Agreements by the parties thereto, and the
consummation of the transactions contemplated thereunder (taken individually or
together as a whole), did not and will not (A) result in any violation of the
business license, articles of association, other constitutional documents (if
any) or permits of any of the parties thereto; (B) result in any violation of or
penalty under any laws, regulations, rules, orders, decrees, guidelines,
judicial interpretations, notices or other legislation of the PRC; or (C)
conflict with or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, any other contract, license,
indenture, mortgage, deed of trust, loan agreement, note, lease or other
agreement or instrument to which any of them is a party or by which any of them
is bound or to which any of their property or assets is subject. All of the
parties to the Acquisition Agreements have fully performed all of their
obligations under each of the Acquisition Agreements to which they are a party
and all the transactions contemplated under each of the Acquisition Agreements
have been consummated in accordance with the terms thereof, including without
limitation registration with the relevant PRC governmental authorities necessary
to make the Acquisitions effective under PRC laws and regulations. In each
Acquisition involving the acquisition of entities located both in and outside of
China, prior to the time each such Acquisition was contemplated, each of the
related entities had in place legally binding and effective agreements (the
"Control Agreements") sufficient for the entity located in China to be
considered a "variable interest entity" of the entity located outside China as
defined in FIN 46 issued by the Financial Accounting Standards Board in 2003,
and the execution, delivery and performance of each of the Control Agreements by
the parties thereto did not and will not (A) result in any violation of the
business license, articles of association, other constitutional documents (if
any) or permits of any of the parties thereto; (B) result in any violation of or
penalty under any laws, regulations, rules, orders, decrees, guidelines,
judicial interpretations, notices or other legislation of the PRC; or (C)
conflict with or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, any other contract,

                                       19


license, indenture, mortgage, deed of trust, loan agreement, note, lease or
other agreement or instrument to which any of them is a party or by which any of
them is bound or to which any of their property or assets is subject. To the
best knowledge of the Company and the Controlling Person after due inquiry,
there is no reason that either the structure of the Acquisitions as contemplated
under the Acquisition Agreements or the structures contemplated under the
Control Agreements, might be subject to challenge by the relevant PRC
governmental authorities under any laws, regulations, rules, orders, decrees,
guidelines, judicial interpretations, notices or other legislation of the PRC;

      (lxvi) Under the laws of the Cayman Islands, the courts of the Cayman
Islands recognize and give effect to the choice of law provisions set forth in
Section 17 hereof and enforce judgments of U.S. courts obtained against the
Company to enforce this agreement; under the laws and regulations of the PRC,
the courts of the PRC recognize and give effect to the choice of law provisions
set forth in Section 17 hereof and enforce judgments of U.S. courts obtained
against the Company to enforce this agreement provided that the judgment: (A) is
not obtained by fraud; (B) is final and conclusive; (C) in the opinion of the
relevant PRC court after the review of such judgment pursuant to international
treaties concluded or acceded to by the PRC or in accordance with the Civil
Procedure Law of the PRC, does not contradict the basic principles of PRC law;
(D) in the opinion of the relevant PRC court after its review of such judgment
pursuant to international treaties concluded or acceded to by the PRC or in
accordance with the principle of reciprocity, or otherwise in accordance with
the Civil Procedure Law of the PRC, does not violate state sovereignty, security
or public interest and (E) is for a definite sum of money;

      (lxvii) To the best of the Company's knowledge after due inquiry, none of
the Company or any of the Group Entities, nor any director, officer, agent,
employee or other person associated with or acting on behalf of the Company or
any of the Group Entities, has used any corporate funds for any unlawful
contribution, gift, entertainment or other unlawful expenses relating to a
political activity, made any direct or indirect unlawful payment to any foreign
or domestic government official or employee from corporate funds; violated or is
in violation of any provision of the Foreign Corrupt Practices Act of 1977; or
made any bribe, rebate, payoff, influence payment, kickback or other unlawful
payment;

      (lxviii) Each of Jason Nanchun Jiang and Jimmy Wei Yu is a citizen of the
PRC, excluding Taiwan, The Hong Kong Special Administrative Region and The Macau
Special Administrative Region, and no application is pending in any other
jurisdiction by him or on his behalf for naturalization or citizenship;

      (lxix) The descriptions of the events and transactions set forth in the
Prospectus under the captions "Our Corporate Structure" and "Related Party
Transactions - Agreements Among Us, Focus Media Technology, Focus Media Digital,
Focus Media Advertisement and Its Subsidiaries" are true and accurate in all
material respects;

      (lxx) The Structure Agreements, and the events and transactions
contemplated thereunder, will not (A) contravene any provision of applicable law
or statute, rule or regulation of any Governmental Agency having jurisdiction
over the Company or any of the Group Entities or any of their properties, (B)
result in any violation of the business license, articles of

                                       20


association, other constitutional documents (if any) or permits of the Company
or any of the Group Entities; (C) result in any violation of or penalty under
any laws, regulations, rules, orders, decrees, guidelines, judicial
interpretations, notices or other legislation of the PRC; or (D) conflict with
or result in a breach or violation of any of the terms or provisions of, or
constitute a default under, any other contract, license, indenture, mortgage,
deed of trust, loan agreement, note, lease or other agreement or instrument to
which any of them is a party or by which any of them is bound or to which any of
their property or assets is subject; and

      (lxxi) All consents, approvals, authorizations, orders, registrations and
qualifications required in connection with the Structure Agreements have been
made or unconditionally obtained in writing, and no such consent, approval,
authorization, order, registration or qualification has been withdrawn or is
subject to any condition precedent which has not been fulfilled or performed;

      (lxxii) None of the Company nor any of the Group Entities and the
businesses or entities operated or owned by the Company and the Group Entities,
nor any of their respective officers, directors, supervisors, managers, agents
or employees have, directly or indirectly, owned any interest, in any entity, or
have entered into any transactions, that may compete with the Company and the
Group Entities, or are otherwise involved in the businesses of the Company and
the Group Entities as described in the Prospectus;

      (lxxiii) Other than the Structure Agreements, there are no other documents
or agreements, written or oral, that have been entered into by the Company and
the Group Entities in connection with the events and transactions described in
the Prospectus under the captions "Our Corporate Structure" and "Related Party
Transactions - Agreements Among Us, Focus Media Technology, Focus Media Digital,
Focus Media Advertisement and Its Subsidiaries" which have not been previously
provided to the Underwriters and disclosed in the Prospectus;

      (lxxiv) Each of the Company and the Group Entities are insured by insurers
of recognized financial responsibility against such losses and risks and in such
amounts as are prudent and customary in the businesses in which they are
engaged; neither the Company nor any of the Group Entities has been refused any
insurance coverage sought or applied for and neither the Company nor any of the
Group Entities has any reason to believe that it will not be able to renew its
existing insurance coverage as and when such coverage expires or to obtain
similar coverage from similar insurers as may be necessary to continue their
respective businesses at a cost that would not have a Material Adverse Effect;

      (lxxv) The Company is in full compliance with all applicable obligations
and duties imposed on it by the United States Sarbanes-Oxley Act of 2002, and
has timely made all required disclosures and filings required thereby with the
Commission;

      (lxxvi) There are no contracts, documents arrangements or understandings
that are required to be described in the Registration Statement, the ADS
Registration Statement or the Prospectus or to be filed as exhibits thereto that
have not been so described and filed as required;

      (lxxvii) The Company is, and upon giving effect to the offering and sale
of the Shares and the ADSs will still be, a foreign private issuer within the
meaning of Rule 405 under the Act;

                                       21


      (lxxviii) Except as disclosed in the Prospectus, to the best knowledge of
the Company or the Controlling Person after due inquiry, there are no
affiliations or associations between any member of the NASD and any of the
officers or directors of the Company or the Group Entities, or holders of 5% or
greater of the securities of the Company;

      (lxxix) Neither the Company nor the Group Entities, and to the best
knowledge of the Company and Controlling Person after due inquiry, no employee
or agent of the Company or the Group Entities has made any payment of funds of
the Company or any of the Group Entities, or received or retained any funds in
violation of any law, rule or regulation, which payment, receipt or retention of
funds is of a character required to be disclosed in the Registration Statement
or the Prospectus;

      (lxxx) The (A) irrevocable submission of each of the Company, the
Controlling Person, and the Selling Shareholders to the jurisdiction of any
state or federal court located in the Borough of Manhattan, The City of New
York, New York (each a "New York Court"), (B) waiver by each of the Company and
the Selling Shareholders of any objection to the venue of a proceeding in a New
York Court, (C) waiver and agreement not to plead an inconvenient forum, (D)
waiver of sovereign immunity, and (E) agreement of each of the Company and the
Selling Shareholders that the Underwriting Agreement and the Deposit Agreement
shall be construed in accordance with and governed by the laws of the State of
New York, in each case is legal, valid and binding under PRC law and will be
respected by the government of the PRC and any political subdivision or
authority thereof or therein; service of process duly effected in the manner set
forth in the Underwriting Agreement and the Deposit Agreement will be effective,
insofar as PRC law is concerned, to confer valid personal jurisdiction over each
of the Company and the Selling Shareholders; and any judgment obtained in a New
York Court arising out of or in relation to the obligations of each of the
Company and the Selling Shareholders under the Underwriting Agreement and the
Deposit Agreement will be recognized by the Government of the PRC and any
political subdivision or authority thereof or therein subject to the conditions
described under the caption "Enforceability of Civil Liabilities" in the
Prospectus;

      (lxxxi) Each holder of the Company's Preferred Shares agreed to waive or
terminate any and all rights attached to such Preferred Shares in exchange for
the number of Ordinary Shares due to such holder upon the consummation of the
IPO.

      (lxxxii) Each of the Company and its shareholders who are individuals
resident in the PRC, and each of the selling shareholders involved in any of the
Acquisitions who are individuals resident in the PRC, has completed all
necessary filings or registrations, or obtained all necessary approvals,
required to comply with any rules or regulations of the State Administration of
Foreign Exchange.

      (b) Each of the Selling Shareholders severally represents and warrants to,
and agrees with, each of the Underwriters and the Company that:

      (i) Such Selling Shareholder that is not an individual has been duly
organized, is validly existing, and is in good standing in its jurisdiction of
organization;

                                       22


      (ii) No consents, approvals, authorizations, orders, registrations,
clearances or qualifications of or with any Governmental Agency having
jurisdiction over such Selling Shareholder or any of its respective properties
or any stock exchange authorities are required for the deposit of the
Shares being deposited with the Depositary against issuance of the ADRs
evidencing the ADSs to be delivered at each Time of Delivery (as defined in
Section 4 hereof), for the sale and delivery of the ADSs to be sold by such
Selling Shareholder hereunder and for the execution and delivery by such Selling
Shareholder of this agreement, and for the sale and delivery of the ADSs to be
sold by such Selling Shareholder hereunder, except for the registration of the
Shares and the ADSs under the Act, and any filings required under Rule 424 of
the Act; and such Selling Shareholder has full legal right, power and authority
(corporate and other) to enter into this agreement, and to sell, assign,
transfer and deliver the ADSs to be sold by such Selling Shareholder hereunder;

      (iii) The sale of the ADSs to be sold by such Selling Shareholder
hereunder, the deposit of the Shares with the Depositary against issuance of the
ADRs evidencing the ADSs to be delivered at each Time of Delivery and the
compliance by such Selling Shareholder with all of the provisions of this
agreement, and the Deposit Agreement and the consummation of the transactions
herein and therein contemplated will not conflict with or result in a breach or
violation of any of the terms or provisions of, or constitute a default under,
any statute, indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which such Selling Shareholder is a party or by which
such Selling Shareholder is bound, or to which any of the property or assets of
such Selling Shareholder is subject, nor will such action result in any
violation of the provisions of the constituent documents of such Selling
Shareholder if such Selling Shareholder is a corporation or any statute or any
order, rule or regulation of any Governmental Agency having jurisdiction over
such Selling Shareholder or the property of such Selling Shareholder;

      (iv) Such Selling Shareholder has, and immediately prior to each Time of
Delivery such Selling Shareholder will have, good and marketable title to the
Shares to be represented by the ADSs to be sold by such Selling Shareholder
hereunder, free and clear of all liens, encumbrances, equities or claims; and,
upon delivery of the ADSs representing such Shares and payment therefor pursuant
hereto, good and marketable title to such ADSs, free and clear of all liens,
encumbrances, equities or claims, will pass to the several Underwriters;

      (v) Such Selling Shareholder has duly authorized, executed and delivered,
in the form heretofore furnished to the Underwriters, an irrevocable Power of
Attorney (the "Power of Attorney") appointing Jason Nanchun Jiang and Jimmy Wei
Yu as attorneys-in-fact (collectively, the "Attorneys" and individually, an
"Attorney") and a custody agreement (the "Custody Agreement") between such
Selling Shareholder and the Company, as the custodian (the "Custodian"); each of
the Power of Attorney and the Custody Agreement constitutes a valid and binding
obligation on the part of such Selling Shareholder, enforceable in accordance
with its terms, subject as to enforceability, to bankruptcy, insolvency,
reorganization and similar laws of general applicability relating to or
affecting creditors rights generally and to general principles of equity; the
performance of the Power of Attorney and the Custody Agreement and the
consummation of the transactions contemplated thereunder will not result in a
breach or violation of any of the terms and provisions of or constitute a
default under any bond, debenture, note or other evidence of indebtedness, or
under any lease, contract, indenture, mortgage, deed of trust, loan agreement,
joint venture or other agreement or instrument to which such Selling Shareholder
is a party or by which such Selling Shareholder, or any Selling Shareholder ADSs
may be bound or, to the best of such Selling

                                       23


Shareholders' knowledge after due inquiry, result in any violation of any law,
order, rule, regulation, writ, injunction, judgment or decree of any
Governmental Agency or body, domestic or foreign, having jurisdiction over such
Selling Shareholder or over the properties of such Selling Shareholder; and each
of such Selling Shareholder's Attorneys, acting alone, is authorized to execute
and deliver this agreement and the certificate referred to in Section 7(s)
hereof on behalf of such Selling Shareholder, to determine the purchase price to
be paid by the several Underwriters to such Selling Shareholder as provided in
Section 2 hereof, to authorize the delivery of the Selling Shareholder ADSs
under this agreement and to duly endorse (in blank or otherwise) the certificate
or certificates representing such Selling Shareholder ADSs or a stock power or
powers with respect thereto, to accept payment therefor, and otherwise to act on
behalf of such Selling Shareholder in connection with this agreement;

      (vi) all consents, approvals, authorizations and orders required for the
execution and delivery by such Selling Shareholder of the Power of Attorney and
the Custody Agreement, the execution and delivery by or on behalf of such
Selling Shareholder of this agreement and the sale and delivery of the Selling
Shareholder Shares under this agreement (other than, at the time of the
execution hereof (if the Registration Statement and the ADS Registration
Statement have not yet been declared effective by the Commission), the issuance
of the order of the Commission declaring the Registration Statement and the ADS
Registration Statement effective and such consents, approvals, authorizations or
orders as may be necessary under state or other securities or blue sky laws have
been obtained and are in full force and effect; and such Selling Shareholder has
full legal right, power and authority to enter into and perform its obligations
under this agreement and such Power of Attorney and Custody Agreement, and to
sell, assign, transfer and deliver the Selling Shareholder ADSs to be sold by
such Selling Shareholder under this agreement;

      (vii) certificates in negotiable form for all Shares to be sold by such
Selling Shareholder under this agreement, together with a stock power or powers
duly endorsed in blank by such Selling Shareholder, have been placed in custody
with the Custodian for the purpose of effecting delivery hereunder, subject to
the terms of the Custody Agreement;

      (viii) the Shares represented by the certificates held in custody for such
Selling Shareholder by the Custodian are subject to the interests of the
Underwriters hereunder; the arrangements made by such Selling Shareholder for
such custody are to that extent irrevocable; the obligations of such Selling
Shareholder hereunder shall not be terminated by operation of law, whether by
the death or incapacity of any individual Selling Shareholder or, in the case of
an estate or trust, by the death or incapacity of any executor or trustee or the
termination of such estate or trust, or in the case of a partnership or
corporation, by the dissolution of such partnership or corporation, or by the
occurrence of any other event; and if any individual Selling Shareholder or any
such executor or trustee should die or become incapacitated, or if any such
estate or trust should be terminated, or if any such partnership or corporation
should be dissolved, or if any other such event should occur, before the
delivery of the Shares hereunder, certificates representing the Shares shall be
delivered by or on behalf of such Selling Shareholder in accordance with the
terms and conditions of this agreement and the Custody Agreement;

      (ix) Neither such Selling Shareholder nor any of its affiliates, nor any
person acting on its or their behalf has taken or will take, directly or
indirectly, any action which is designed to or

                                       24


which has constituted or which might reasonably be expected to cause or result
in stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of the Shares or the ADSs;

      (x) To the best knowledge of such Selling Shareholder after due inquiry,
no order preventing or suspending the use of any Preliminary Prospectus has been
issued by the Commission, and each Preliminary Prospectus, at the time of filing
thereof, conformed in all material respects to the requirements of the Act and
the rules and regulations of the Commission thereunder, and did not contain an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading;

      (xi) The Registration Statement conforms, and the Prospectus and any
further amendments or supplements to the Registration Statement or the
Prospectus will conform, in all material respects to the requirements of the Act
and the rules and regulations of the Commission thereunder and do not and will
not, as of the applicable effective date as to the Registration Statement and
any amendment thereto and as of the applicable filing date as to the Prospectus
and any amendment or supplement thereto, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading;

      (xii) The ADSs delivered at each Time of Delivery by such Selling
Shareholder will be freely transferable by such Selling Shareholder to or for
the respective accounts of the several Underwriters and (to the extent described
in the Prospectus) to the initial purchasers thereof; and there are no
restrictions on subsequent transfers of the Shares or ADSs under the laws of the
Cayman Islands, the PRC or the United States except as described in the
Prospectus under the captions "Description of Share Capital" or "Description of
American Depositary Shares";

      (xiii) No stamp or other issuance or transfer taxes or duties and no
capital gains, income, withholding or other taxes are payable by or on behalf of
the Underwriters to the government of the Cayman Islands, Hong Kong or the PRC,
or any political subdivision or taxing authority thereof or therein, in
connection with (A) the deposit with the Depositary of the Shares by such
Selling Shareholder against the issuance of ADRs evidencing the ADSs, (B) the
sale and delivery by such Selling Shareholder of the Shares and the ADSs to or
for the respective accounts of the Underwriters or (C) the sale and delivery by
the Underwriters of the Shares and the ADSs to the initial purchasers thereof;

      (xiv) In order to document the Underwriters' compliance with the reporting
and withholding provisions of the Tax Equity and Fiscal Responsibility Act of
1982 with respect to the transactions herein contemplated, such Selling
Shareholder will deliver to you prior to or at the First Time of Delivery (as
hereinafter defined) a properly completed and executed United States Treasury
Department Form W-9 (or other applicable form or statement specified by Treasury
Department regulations in lieu thereof);

      (xv) All amounts payable by such Selling Shareholder under this agreement
shall be made free and clear of and without deduction for or on account of any
taxes imposed, assessed or levied by the Cayman Islands or the PRC (except such
income taxes as may be imposed by the

                                       25


Cayman Islands or the PRC on payments hereunder to the Underwriter whose net
income is subject to tax by the Cayman Islands or the PRC or withholding, if
any, with respect to any such income tax) or any authority thereof or therein
except as described in the Prospectus nor are any taxes imposed in the Cayman
Islands or the PRC on, or by virtue of the execution or delivery of, such
documents;

      (xvi) This agreement has been duly authorized, executed and delivered by
such Selling Shareholder, and is enforceable against such Selling Shareholder in
accordance with its terms; and to ensure the legality, validity, enforceability
or admissibility into evidence in the Cayman Islands or the PRC of this
agreement, it is not necessary that this agreement be filed or recorded with any
court or other authority in the Cayman Islands or the PRC or that any stamp or
similar tax in the Cayman Islands or the PRC be paid on or in respect of this
agreement or any other documents to be furnished hereunder;

      (xvii) Other than this agreement, there are no contracts, agreements or
understandings between such Selling Shareholder and any person that would give
rise to a valid claim against such Selling Shareholder or any Underwriter for a
brokerage commission, finder's fee or other like payment in connection with the
offer and sale of the Shares and the ADSs;

      (xviii) Each Selling Shareholder that is a holder of the Company's
Preferred Shares has committed to provide all written consents necessary to
waive or terminate any and all rights attached to such Preferred Shares in
exchange for the number of Ordinary Shares due to such holder upon the
consummation of the IPO;

      (xix) Each of the persons who controls or who holds an interest in any of
the Selling Shareholders that is an entity, and each Selling Shareholder who is
a natural person, if any, involved in any of the Acquisitions who are
individuals resident in the PRC, has completed all necessary filings or
registrations, or obtained all necessary approvals, required to comply with any
rules or regulations of the State Administration of Foreign Exchange.

      2. Subject to the terms and conditions herein set forth, (a) the Company
and each of the Selling Shareholders agree, severally and not jointly, to sell
to each of the Underwriters, and each of the Underwriters agrees, severally and
not jointly, to purchase from the Company and each of the Selling Shareholders,
at a purchase price per ADS of US$___, the number of Firm ADSs (to be adjusted
by you so as to eliminate fractional shares) determined by multiplying the
aggregate number of Firm ADSs to be sold by the Company and each of the Selling
Shareholders as set forth opposite their respective names in Schedule II hereto
by a fraction, the numerator of which is the aggregate number of Firm ADSs to be
purchased by such Underwriter as set forth opposite the name of such Underwriter
in Schedule I hereto and the denominator of which is the aggregate number of
Firm ADSs to be purchased by all of the Underwriters from the Company and all of
the Selling Shareholders hereunder and (b) in the event and to the extent that
the Underwriters shall exercise the election to purchase Optional ADSs as
provided below, the Company and each of the Selling Shareholders agree,
severally and not jointly to sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Company and
each of the Selling Shareholders, at the purchase price per ADS set forth in
clause (a) of this Section 2, that portion of the number of Optional ADSs as to
which such election shall have been exercised (to be adjusted by you so as to
eliminate fractional shares)

                                       26


determined by multiplying such number of Optional ADSs by a fraction the
numerator of which is the maximum number of Optional ADSs which such Underwriter
is entitled to purchase as set forth opposite the name of such Underwriter in
Schedule I hereto and the denominator of which is the maximum number of Optional
ADSs that all of the Underwriters are entitled to purchase hereunder.

      The Company and each Selling Shareholder, as and to the extent indicated
in Schedule II hereto, hereby grant, severally and not jointly, to the
Underwriters the right to purchase at their election up to 1,515,000 Optional
ADSs, at the purchase price per ADS set forth in the paragraph above, for the
sole purpose of covering sales of shares in excess of the number of Firm ADSs.
Any such election to purchase Optional ADSs shall be made in proportion to the
maximum number of Optional ADSs to be sold by the Company and each Selling
Shareholder as set forth in Schedule II hereto initially with respect to the
Optional ADSs to be sold by the Company and then among the Selling Shareholders
in proportion to the maximum number of Optional ADSs to be sold by each Selling
Shareholder as set forth in Schedule II hereto. Any such election to purchase
Optional ADSs may be exercised only by written notice from you to the Company,
given within a period of 30 calendar days after the date of this agreement and
setting forth the aggregate number of Optional ADSs to be purchased and the date
on which such Optional ADSs are to be delivered, as determined by you but in no
event earlier than the First Time of Delivery (as defined in Section 4 hereof)
or, unless you, the Company and the Selling Shareholders otherwise agree in
writing, earlier than two or later than ten business days after the date of such
notice.

      3. Upon the authorization by you of the release of the Firm ADSs, the
several Underwriters propose to offer the Firm ADSs for sale upon the terms and
conditions set forth in the Prospectus.

      4. (a) The ADSs to be purchased by each Underwriter hereunder, in
definitive form, and in such authorized denominations and registered in such
names as Goldman Sachs (Asia) L.L.C. may request upon at least forty-eight
hours' notice to the Company and the Selling Shareholders prior to a Time of
Delivery (as defined below) (the "Notification Time"), shall be delivered by or
on behalf of the Company and the Selling Shareholders to Goldman Sachs (Asia)
L.L.C., through the facilities of The Depository Trust Company ("DTC"), for the
account of such Underwriter, against payment by or on behalf of such Underwriter
of the purchase price therefor by wire transfer of Federal (same-day) funds to
the accounts specified by the Company and the Selling Shareholders to Goldman
Sachs (Asia) L.L.C. at least forty-eight hours in advance of such Time of
Delivery. The Company and the Selling Shareholders will cause the certificates
representing the ADSs to be made available for checking at least twenty-four
hours prior to the Time of Delivery (as defined below) with respect thereto at
the office of DTC or its designated custodian (the "Designated Office").

      The time and date of such delivery and payment shall be, with respect to
the Firm ADSs, 9:30 a.m., New York City time, on ___, 2005 or such other time
and date as Goldman Sachs (Asia) L.L.C. and the Company may agree upon in
writing, and, with respect to the Optional ADSs, 9:30 a.m., New York City time,
on the date specified by Goldman Sachs (Asia) L.L.C. in the written notice given
by Goldman Sachs (Asia) L.L.C. of the Underwriters' election to purchase such
Optional ADSs, or such other time and date as Goldman Sachs (Asia) L.L.C. and

                                       27


the Company may agree upon in writing. Such time and date for delivery of the
Firm ADSs is herein called the "First Time of Delivery", such time and date for
delivery of the Optional ADSs, if not the First Time of Delivery, is herein
called the "Second Time of Delivery", and each such time and date for delivery
is herein called a "Time of Delivery".

      (b) The documents to be delivered at each Time of Delivery by or on behalf
of the parties hereto pursuant to Section 7 hereof, including the cross-receipt
for the ADSs and any additional documents requested by the Underwriters pursuant
to Section 7(r) hereof, will be delivered at the offices of O'Melveny & Myers,
Suite 1905, Tower Two, Lippo Centre, 89 Queensway, Hong Kong (the "Closing
Location"), and the ADSs will be delivered as specified in Section (a) above,
all at such Time of Delivery. A meeting will be held at the Closing Location at
6 p.m., Hong Kong time, on the New York Business Day (as defined herein) next
preceding such Time of Delivery, at which meeting the final drafts of the
documents to be delivered pursuant to the preceding sentence will be available
for review by the parties hereto. For the purposes of this Section 4, "New York
Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in New York are generally
authorized or obligated by law or executive order to close.

      5. (a) The Company agrees with each of the Underwriters:

      (i) To prepare the Prospectus in a form approved by you and to file such
Prospectus pursuant to Rule 424(b) under the Act not later than the Commission's
close of business on the second business day following the execution and
delivery of this agreement, or, if applicable, such earlier time as may be
required by Rule 430A(a)(3) under the Act; to make no further amendment or any
supplement to the Registration Statement or Prospectus which shall be
disapproved by you promptly after reasonable notice thereof; to advise you,
promptly after it receives notice thereof, of the time when any amendment to the
Registration Statement has been filed or becomes effective or any supplement to
the Prospectus or any amended Prospectus has been filed and to furnish you
copies thereof; to file promptly all reports required to be filed by the Company
with the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange
Act subsequent to the date of the Prospectus and for so long as the delivery of
a prospectus is required in connection with the offering or sale of the ADSs; to
advise you, promptly after it receives notice thereof, of the issuance by the
Commission of any stop order or of any order preventing or suspending the use of
any Preliminary Prospectus or Prospectus, of the suspension of the qualification
of the ADSs for offering or sale in any jurisdiction, of the initiation or
threatening of any proceeding for any such purpose, or of any request by the
Commission for the amending or supplementing of the Registration Statement or
Prospectus or for additional information; and, in the event of the issuance of
any stop order or of any order preventing or suspending the use of any
Preliminary Prospectus or Prospectus or suspending any such qualification,
promptly to use its best efforts to obtain the withdrawal of such order;

      (ii) Promptly from time to time to take such action as you may reasonably
request to qualify the ADSs for offering and sale under the securities laws of
such jurisdictions as you may request and to comply with such laws so as to
permit the continuance of sales and dealings therein in such jurisdictions for
as long as may be necessary to complete the distribution of the ADSs; provided
that in connection therewith the Company shall not be required to qualify as a
foreign corporation or to file a general consent to service of process in any
jurisdiction;

                                       28


      (iii) Prior to 10:00 A.M., New York City time, on the New York Business
Day next succeeding the date of this agreement and from time to time, to furnish
the Underwriters with written and electronic copies of the Prospectus in New
York City in such quantities as you may reasonably request, and, if the delivery
of a prospectus is required at any time prior to the expiration of nine months
after the time of issue of the Prospectus in connection with the offering or
sale of the ADSs and if at such time any events shall have occurred as a result
of which the Prospectus as then amended or supplemented would include an untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made when such Prospectus is delivered, not misleading, or, if
for any other reason it shall be necessary during such period to amend or
supplement the Prospectus in order to comply with the Act, to notify you and
upon your request to prepare and furnish without charge to each Underwriter and
to any dealer in securities as many written and electronic copies as you may
from time to time reasonably request of an amended Prospectus or a supplement to
the Prospectus which will correct such statement or omission or effect such
compliance, and in case any Underwriter is required to deliver a Prospectus in
connection with sales of any of the ADSs at any time nine months or more after
the time of issue of the Prospectus, upon your request but at the expense of
such Underwriter, to prepare and deliver to such Underwriter as many written and
electronic copies as you may request of an amended or supplemented Prospectus
complying with Section 10(a)(3) of the Act;

      (iv) To make generally available to its security holders as soon as
practicable, but in any event not later than eighteen months after the effective
date of the Registration Statement (as defined in Rule 158(c) under the Act), a
consolidated earnings statement of the Company and the Group Entities (which
need not be audited) complying with Section 11(a) of the Act and the rules and
regulations of the Commission thereunder (including, at the option of the
Company, Rule 158);

      (v) During the period beginning from the date of the final Prospectus
covering the public offering of the ADSs (the "Final Prospectus") and continuing
to and including the date 180 days after the date of the final Prospectus (the
"initial Lock-up Period"), not to, without the Underwriters' prior permission,
offer, sell, contract to sell, pledge, grant any option to purchase, make any
short sale or otherwise dispose of: (A) any ADSs or Ordinary Shares or any
securities of the Company represented by the ADSs, or any securities of the
Company substantially similar to the ADSs or Ordinary Shares, including but not
limited to any securities that are convertible into or exchangeable for, or that
represent the right to receive, ADSs or Ordinary Shares or any such
substantially similar securities; and (B) any shares or equity interests in the
Company's subsidiaries or controlled affiliates or depositary shares or
depositary receipts representing such shares or equity interests, including but
not limited to securities that are convertible into or exchangeable for or that
represent the right to receive such shares or equity interests or such
depositary shares or receipts, or any such substantially similar securities,
whether now owned or hereinafter acquired (of record, beneficially or otherwise,
including as a custodian)(the securities covered by the foregoing clauses (A)
and (B), collectively, are referred to as the "Lock-up Securities"); except that
the foregoing restrictions shall not apply to the conversion or exchange of
convertible or exchangeable securities outstanding as of the date of this
agreement for Ordinary Shares or ADSs of the Company; provided however, that if
(1) during the last 17 days of the initial Lock-up Period, the Company releases
earnings results or announces material news or a material event or (2) prior to
the expiration of the initial Lock-Up period, the Company

                                       29


announces that it will release earnings results during the 15-day period
following the last day of the initial Lock-Up Period, then in each case the
Lock-Up Period will be automatically extended until the expiration of the 18-day
period beginning on the date of release of the earnings results or the
announcement of the material news or material event, as applicable unless the
representatives waive, in writing, such extension. The Company will provide the
representatives and any co-managers and each holder of ADSs subject to the
Lock-Up Period with prior notice of any such announcement that gives rise to an
extension of the Lock-Up Period;

      (vi) To furnish to its shareholders within such time period required by
the Exchange Act after the end of each fiscal year an annual report (in English)
(including a consolidated balance sheet and consolidated statements of income,
shareholders' equity and cash flows of the Company certified by independent
public accountants and prepared in conformity with US GAAP and, as soon as
practicable after the end of each of the first three quarters of each fiscal
year prepared in accordance with US GAAP (beginning with the fiscal quarter
ending after the effective date of the Registration Statement), to make
available to its Shareholders consolidated summary financial information of the
Company and the Group Entities for such quarter in reasonable detail;

      (vii) During a period of five years from the effective date of the
Registration Statement, to furnish to you copies of all reports or other
communications (financial or other) furnished to shareholders, and to deliver to
you (A) as soon as they are available, copies of any reports and financial
statements furnished to or filed with the Commission or any securities exchange
on which any class of securities of the Company is listed; and (B) such
additional information concerning the business and financial condition of the
Company as you may from time to time reasonably request (such financial
statements to be on a consolidated basis to the extent the accounts of the
Company are consolidated in reports furnished to its shareholders generally or
to the Commission);

      (viii) To use the net proceeds received by it from the sale of the ADSs
pursuant to this agreement in the manner specified in the Prospectus under the
caption "Use of Proceeds";

      (ix) Prior to each Time of Delivery to deposit Ordinary Shares with the
Depositary in accordance with the provisions of the Deposit Agreement and
otherwise to comply with the Deposit Agreement so that ADRs evidencing ADSs will
be executed (and, if applicable, countersigned) and issued by the Depositary
against receipt of such Ordinary Shares and delivered to the Underwriters at
such Time of Delivery;

      (x) Not to (and to cause the Group Entities not to) take, directly or
indirectly, any action which is designed to or which constitutes or which might
reasonably be expected to cause or result in stabilization or manipulation of
the price of any security of the Company or facilitate the sale or resale of the
Shares and the ADSs;

      (xi) To use its best efforts to include and maintain for quotation the
shares and the ADSs on the Nasdaq National Market;

                                       30


      (xii) To file with the Nasdaq National Market all documents and notices
required by the Nasdaq National Market of companies that are traded on the
Nasdaq National Market and quotations for which are reported by the Nasdaq
National Market;

      (xiii) To file with the Commission such information on Form 20-F as may be
required by Rule 463 under the Act;

      (xiv) If the Company elects to rely upon Rule 462(b), the Company shall
file a Rule 462(b) Registration Statement with the Commission in compliance with
Rule 462(b) by 10:00 p.m., Washington, D.C. time, on the date of this agreement,
and the Company shall at the time of filing either pay to the Commission the
filing fee for the Rule 462(b) Registration Statement or give irrevocable
instructions for the payment of such fee pursuant to Rule 111(b) under the Act;

      (xv) Upon request of any Underwriter, to furnish, or cause to be
furnished, to such Underwriter an electronic version of the Company's
trademarks, service marks and corporate logo for use on the website, if any,
operated by such Underwriter for the purpose of facilitating the offering of the
Shares (the "License"); provided, however, that the License shall be used solely
for the purpose described above, is granted without any fee and may not be
assigned or transferred;

      (xvi) To indemnify and hold each Underwriter harmless against any
documentary, stamp or similar issuance or transfer taxes, duties or fees and any
transaction levies, commissions or brokerage charges, including any interest and
penalties, which are or may be required to be paid in connection with the
creation, allotment, issuance, offer and distribution of the Shares and ADSs to
be sold by the Company and the execution and delivery of this agreement and the
Deposit Agreement;

      (xvii) The Company, during the period when any Prospectus is required to
be delivered under the Act or the Exchange Act, will file all documents required
to be filed with the Commission pursuant to the Act or the Exchange Act within
the time periods required therein;

      (xviii) Between the date hereof and the Time of Delivery (both dates
inclusive), the Company will not, without the prior approval of the
representative for the Underwriters (such approval not to be unreasonably
withheld), make any official announcement which would have an adverse effect on
the marketability of the ADSs; and

      (xix) The Company will take such steps as shall be necessary to ensure
that, prior to the expiration of one year after the Time of Delivery, it shall
not be required to be registered as an "investment company" under the Investment
Company Act.

      (b) Each of the Selling Shareholders agrees with each of the Underwriters:

      (i) During the period beginning from the date of the final Prospectus and
(I) continuing to and including the date 180 days after the date of the final
Prospectus (the "initial Lock-up Period"), not to, without the Underwriters'
prior permission, offer, sell, contract to sell, pledge, grant any option to
purchase, make any short sale or otherwise dispose of: (A) any ADSs or Ordinary
Shares or any securities of the Company represented by the ADSs, or any
securities of the Company substantially similar to the ADSs or Ordinary Shares,
including but

                                       31


not limited to any securities that are convertible into or exchangeable for, or
that represent the right to receive, ADSs or Ordinary Shares or any such
substantially similar securities; and (B) any shares or equity interests in the
Company's subsidiaries or controlled affiliates or depositary shares or
depositary receipts representing such shares or equity interests, including but
not limited to securities that are convertible into or exchangeable for or that
represent the right to receive such shares or equity interests or such
depositary shares or receipts, or any such substantially similar securities,
whether now owned or hereinafter acquired (of record, beneficially or otherwise,
including as a custodian) (the securities covered by the foregoing clauses (A)
and (B), collectively, are referred to as the "Lock-up Securities"), and (II)
from and after the expiration or termination of the initial Lock-up Period and
continuing to and including the first anniversary of the date of the final
Prospectus (the "second Lock-up Period", and together with the initial Lock-up
Period, the "Lock-up Period"), not to, without the Underwriters' prior
permission, offer, sell, contract to sell, pledge, grant any option to purchase,
make any short sale or otherwise dispose of, Lock-up Securities in an amount
equal to more than fifty percent (50%) of the Lock-up Securities held by the
undersigned as of the date immediately prior to the execution of the
Underwriting Agreement, (which 50% limitation shall apply to each class or
series of Lock-up Security held by the undersigned separately and, for avoidance
of doubt, securities sold by the undersigned as a selling shareholder in the
public offering shall count as sales of Lock-up Securities for purposes of the
foregoing 50% limitation); except that the foregoing restrictions in clauses (I)
and (II) above shall not apply to (x) the conversion or exchange of convertible
or exchangeable securities outstanding as of the date of this agreement for
Ordinary Shares or ADSs of the Company or (y) a bona fide gift by an individual
to a donee or a transfer by an entity to an affiliate that does not involve a
disposition for value, provided that such donee or affiliate agrees to be bound
in writing by the restrictions set forth herein until the expiration of the
Lock-up Period; provided however, that if (1) during the last 17 days of a
Lock-up Period, the Company releases earnings results or announces material news
or a material event or (2) prior to the expiration of a Lock-Up period, the
Company announces that it will release earnings results during the 15-day period
following the last day of the Lock-Up Period, then in each case the applicable
Lock-Up Period will be automatically extended until the expiration of the 18-day
period beginning on the date of release of the earnings results or the
announcement of the material news or material event, as applicable unless the
representatives waive, in writing, such extension. The Company will provide the
representatives and any co-managers and each holder of ADSs subject to the
Lock-Up Period with prior notice of any such announcement that gives rise to an
extension of the Lock-Up Period;

      (ii) Prior to each Time of Delivery, to deposit, or cause to be deposited
on their behalf pursuant to the Custody Agreement, Ordinary Shares with the
Depositary in accordance with the provisions of the Deposit Agreement and
otherwise to comply with the Deposit Agreement so that ADRs evidencing ADSs will
be executed (and, if applicable, countersigned) and issued by the Depositary
against receipt of such Ordinary Shares and delivered to the Underwriters at
such Time of Delivery;

      (iii) Not to (and to cause its affiliates not to) take, directly or
indirectly, any action which is designed to or which constitutes or which might
reasonably be expected to cause or result in stabilization or manipulation of
the price of any security of the Company or facilitate the sale or resale of the
Shares or the ADSs during the distribution period of the shares or any other

                                       32


period when such action would conflict with (x) applicable laws or regulations,
(y) any agreement or understanding involving any such party;

      (iv) To deliver to the representatives of the Underwriters prior to or at
the Time of Delivery a properly completed and executed United States Treasury
Department Form W-8BEN (or other applicable form or statement specified by the
Treasury Department regulations in lieu thereof) in order to facilitate the
Underwriters' documentation of their compliance with the reporting and
withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982
with respect to the transactions herein contemplated; and

      (v) To indemnify and hold each Underwriter harmless against any
documentary, stamp or similar issuance or transfer taxes, duties or fees and any
transaction levies, commissions or brokerage charges, including any interest and
penalties, which are or may be required to be paid in connection with the
creation, allotment, issuance, offer and distribution of the Shares and ADSs to
be sold by the Selling Shareholder and the execution and delivery of this
agreement; provided, however, that the Selling Shareholder shall not be
responsible for any such taxes, duties, fees, levies or charges that arise as a
result of the distribution of the Shares and ADSs by any Underwriters in a
manner other than that as is customary in such transactions.

      6. The Company and each of the Selling Shareholders, jointly and
severally, covenant and agree with one another and with the several Underwriters
that (A) the Company and such Selling Shareholder will pay or cause to be paid a
pro rata share (based on the number of ADSs to be sold by the Company and such
Selling Shareholder hereunder) the following: (i) the fees, disbursements and
expenses of the Company's accountants and U.S., PRC, Cayman Islands, British
Virgin Islands, Hong Kong and other legal counsel in connection with the
registration of the Shares and the ADSs under the Act and all other expenses in
connection with the preparation, printing and filing of the Registration
Statement, the ADS Registration Statement, the Form 8-A Registration Statement,
any Preliminary Prospectus and the Prospectus and amendments and supplements
thereto and the mailing and delivering of copies thereof to the Underwriters and
dealers; (ii) the cost of printing or producing any Agreement among
Underwriters, this agreement, the Deposit Agreement, closing documents
(including compilations thereof) and any other documents in connection with the
offering, purchase, sale and delivery of the ADSs; (iii) all expenses in
connection with the qualification of the shares and the ADSs for offering and
sale under state securities laws as provided in Section 5 hereof, including the
fees and disbursements of counsel for the underwriters in connection with such
qualification and in connection with any blue sky survey; (iv) all fees and
expenses in connection with applying to include the ADSs for quotation on the
Nasdaq National Market; (v) all road show expenses including travel,
accommodation and meal expenses; (vi) the reasonable out-of-pocket expenses
(including fees, disbursements and expenses of counsel to the Underwriters)
incurred by the Underwriters in connection with the transactions contemplated by
this agreement (B) the Company will pay or cause to be paid: (i) all expenses
and taxes arising as a result of the deposit by the Company and each of the
Selling Shareholders of the Shares with the Depositary and the issuance and
delivery of the ADRs evidencing ADSs in exchange therefor by the Depositary to
the Company, of the sale and delivery of the ADSs and the Shares by the Company
to or for the account of the Underwriters and of the sale and delivery of the
ADSs and the Shares by the Underwriters to each other and to the initial
purchasers thereof in the manner contemplated under this agreement, including,
in any such case, any the Cayman Islands income,

                                       33


capital gains, withholding, transfer or other tax asserted against an
Underwriter by reason of the purchase and sale of an ADS or a Share pursuant to
this agreement; (ii) the fees and expenses (including fees and disbursements of
counsel), if any, of the Depositary and any custodian appointed under the
Deposit Agreement, other than the fees and expenses to be paid by holders of
ADRs (other than the Underwriters in connection with the initial purchase of
ADSs); (iii) the fees and expenses of the Authorized Agent (as defined in
Section 15 hereof); (iv) the cost of preparing the ADRs; (v) the cost and
charges of any transfer agent or registrar; and (vi) all other costs and
expenses incident to the performance of its obligations hereunder which are not
otherwise specifically provided for in this Section; and (C) such Selling
Shareholders will pay or cause to be paid all costs and expenses incident to the
performance of such Selling Shareholder's obligations hereunder which are not
otherwise specifically provided for in this Section, including (i) any fees and
expenses of counsel for such Selling Shareholder and (ii) all expenses and taxes
incident to the sale and delivery of the ADSs to be sold by such Selling
Shareholder to the Underwriters hereunder. It is understood, however, that the
Company shall bear, and the Selling Shareholders shall not be required to pay or
to reimburse the Company for, the cost of any other matters not directly
relating to the sale and purchase of the ADSs pursuant to this agreement.

      7. The obligations of the Underwriters hereunder, as to the ADSs to be
delivered at each Time of Delivery, shall be subject, in their discretion, to
the condition that all representations and warranties and other statements of
the Company, the Controlling Person, and the Selling Shareholders herein are,
at and as of such Time of Delivery, true and correct, the condition that the
Company and the Selling Shareholders shall have performed all of its and their
respective obligations hereunder theretofore to be performed, and the following
additional conditions:

      (a) The Prospectus shall have been filed with the Commission pursuant to
Rule 424(b) within the applicable time period prescribed for such filing by the
rules and regulations under the Act and in accordance with Section 5(a) hereof;
if the Company has elected to rely upon Rule 462(b), the Rule 462(b)
Registration Statement shall have become effective by 10:00 p.m., Washington,
D.C. time, on the date of this agreement; no stop order suspending the
effectiveness of the Registration Statement or any part thereof shall have been
issued and no proceeding for that purpose shall have been initiated or
threatened by the Commission; and all requests for additional information on the
part of the Commission shall have been complied with to your reasonable
satisfaction;

      (b) O'Melveny & Myers LLP, United States counsel for the Underwriters,
shall have furnished to you such written opinion or opinions, dated such Time of
Delivery, in form and substance satisfactory to you, and such counsel shall have
received such papers and information as they may reasonably request to enable
them to pass upon such matters;

      (c) Richard Wang & Co., PRC counsel for the Underwriters, shall have
furnished to you such written opinion or opinions, dated such Time of Delivery,
in form and substance satisfactory to you, with respect to the matters covered
in paragraphs (i) through (iv) and (vi) through (xviii) of subsection (e) below
(but limited to the Structure Agreements) as well as such other related matters
as you may reasonably request, and such counsel shall have received such papers
and information as they may reasonably request to enable them to pass upon such
matters;

                                       34


      (d) Simpson Thacher & Bartlett LLP, United States counsel for the Company
and the Selling Shareholders, shall have furnished to you their written opinion,
dated such Time of Delivery, in form and substance satisfactory to you, to the
effect that:

      (i) This agreement has been duly executed and delivered by each of the
Company, the Controlling Person and the Selling Shareholders;

      (ii) The Deposit Agreement has been duly executed and delivered by the
Company and, assuming due authorization, execution and delivery of the Deposit
Agreement by the Depositary and that each of the Depositary and the Company has
full power, authority and legal right to enter into and perform its obligations
thereunder, constitutes a valid and legally binding obligation of the Company,
enforceable in accordance with its terms, subject, as to enforceability, to
bankruptcy, insolvency, reorganization and similar laws of general applicability
relating to or affecting creditors' rights generally and to general principles
of equity; and the statements set forth under the heading "Description of
American Depositary Shares" in the Prospectus, insofar as such statements
purport to summarize certain provisions of the Deposit Agreement, fairly
summarize, in all material respects, such provisions;

      (iii) Upon due issuance by the Depositary of the ADRs evidencing ADSs
being delivered at such Time of Delivery against the deposit of Shares to be
deposited by each of the Company and the Selling Shareholders in respect thereof
in accordance with the provisions of the Deposit Agreement, such ADRs with
respect to such Shares will be duly and validly issued and the person in whose
name the ADRs are registered will be entitled to the rights specified therein
and in the Deposit Agreement, and when issued by the Depositary and paid for by
the Underwriters will be fully paid and non-assessable;

      (iv) Upon payment of the purchase price for the ADSs to the Selling
Shareholders by the Underwriters and the delivery by the Selling Shareholders to
DTC or its agent of the ADSs registered in the name of Cede & Co. or such other
nominee designated by DTC, both as provided for herein, and the crediting of the
ADSs to the Underwriters' accounts with DTC, the Underwriters will acquire a
valid "security entitlement" (within the meaning of Section 8-501 of the Uniform
Commercial Code as in effect in the State of New York (the "UCC")) to the ADSs,
and no action based on an "adverse claim" (as defined in Section 8-102 of the
Code) may be asserted against the Underwriters with respect to such security
entitlement (assuming that the Underwriters are without notice of any such
adverse claim).

      (v) Under the laws of the State of New York relating to personal
jurisdiction, the Company has, pursuant to Section 14 of this agreement and
Section 7.6 of the Deposit Agreement, validly and irrevocably submitted to the
personal jurisdiction of any New York Court in any action arising out of or
relating to this agreement or the Deposit Agreement or the transactions
contemplated hereby or thereby, has validly and irrevocably waived any objection
to the venue of a proceeding in any such court, and has validly and irrevocably
appointed CT Corporation System as its authorized agent for the purpose
described in Section 14 hereof and Section 7.6 of the Deposit Agreement; and
service of process effected on such agent in the manner set forth in Section 14
hereof and Section 7.6 of the Deposit Agreement will be effective to confer
valid personal jurisdiction over the Company;

                                       35


      (vi) Under the laws of the State of New York relating to personal
jurisdiction, each of the Controlling Person and Selling Shareholders has,
pursuant to Section 14 of this agreement, validly and irrevocably submitted to
the personal jurisdiction of any New York Court in any action arising out of or
relating to this agreement or the transactions contemplated hereby, has validly
and irrevocably waived any objection to the venue of a proceeding in any such
court, and has validly and irrevocably appointed CT Corporation System as its
authorized agent for the purpose described in Section 14 hereof; and service of
process effected on such agent in the manner set forth in Section 14 hereof will
be effective to confer valid personal jurisdiction over such Controlling Person
or Selling Shareholder;

      (vii) To the best of such counsel's knowledge and except as set forth in
the Prospectus, there are no legal or governmental proceedings pending to which
the Company or any of the Group Entities is a party or of which any property of
the Company or any of the Group Entities is the subject which, if determined
adversely to the Company or any of the Group Entities, would individually or in
the aggregate have a Material Adverse Effect on the current or future
consolidated financial position, shareholders' equity or results of operations
of the Company; and, to the best of such counsel's knowledge, no such
proceedings are threatened or contemplated by any Governmental Agency or by
others;

      (viii) The issue and sale of the Shares and the ADSs being delivered at
such Time of Delivery and the deposit of the Shares with the Depositary against
issuance of the ADRs evidencing ADSs to be delivered at such Time of Delivery,
the compliance by the Company with all of the provisions of this agreement and
the Deposit Agreement, the compliance by each of the Selling Shareholders with
all of the provisions of this agreement, and the consummation of the
transactions herein and therein contemplated will not conflict with or result in
a breach or violation of any of the terms or provisions of, or constitute a
default under, any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument known to such counsel to which the Company, any of the
Group Entities or such Selling Shareholder is a party or by which the Company,
any of the Group Entities or such Selling Shareholder is bound or to which any
of the property or assets of the Company, any of the Group Entities or such
Selling Shareholder is subject, nor will such action result in any violation of
the provisions of the constituent documents of the Company, any of the Group
Entities or such Selling Shareholder or any statute or any order, rule or
regulation known to such counsel of any United States Federal or New York
Governmental Agency having jurisdiction over the Company, any of the Group
Entities or such Selling Shareholder or any of their properties;

      (ix) No Governmental Authorization of the United States or the State of
New York is required for the issue and sale of the Shares and the ADSs, the
deposit of the Shares with the Depositary against issuance of the ADSs
evidencing the ADRs to be delivered at such Time of Delivery or the consummation
of the transactions contemplated by this agreement and the Deposit Agreement,
except the registration under the Act of the Shares and the ADSs, and such
consents, approvals, authorizations, registrations or qualifications as may be
required under state securities or blue sky laws in connection with the purchase
and distribution of the ADSs by the Underwriters;

      (x) The statements set forth in the Prospectus under the caption
"Description of American Depositary Shares", insofar as they purport to
constitute a summary of the terms of the

                                       36


Deposit Agreement and the ADSs, and under the captions "Taxation - United States
Federal Income Taxation", "Shares Eligible for Future Sale" and "Underwriting",
insofar as they purport to describe the provisions of the laws and documents
referred to therein, are accurate, complete and fair;

      (xi) The Company is not an "investment company", as such term is defined
in the Investment Company Act;

      (xii) The Registration Statement has become effective under the Act and
the Prospectus was filed on ___, 2005 pursuant to Rule 424(b) of the rules and
regulations of the Commission under the Act; and no stop order suspending the
effectiveness of the Registration Statement has been issued and no proceeding
for that purpose has been instituted or threatened by the Commission;

      (xiii) The Registration Statement, the ADS Registration Statement and the
Prospectus and any further amendments and supplements thereto made by the
Company prior to such Time of Delivery (other than the financial statements and
related schedules therein, as to which such counsel need express no opinion)
comply as to form in all material respects with the requirements of the Act or
the Exchange Act, as applicable, and the rules and regulations thereunder;

      (xiv) Such counsel does not know of any amendment to the Registration
Statement required to be filed or of any contracts or other documents of a
character required to be filed as an exhibit to the Registration Statement or
required to be described in the Registration Statement or the Prospectus which
are not filed or described as required; and

      (xv) Although such counsel does not assume any responsibility for the
accuracy, completeness or fairness of the statements contained in the
Registration Statement or the Prospectus, except for those referred to in the
opinion in subsection (x) of this Section 7(d), such counsel has no reason to
believe that the Registration Statement or the ADS Registration Statement, as of
their respective effective dates, or any further amendment thereto made by the
Company prior to such Time of Delivery (other than the financial statements and
related schedules therein, as to which such counsel need express no opinion),
contained an untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading or that, as of its date, the Prospectus or any further amendment
or supplement thereto made by the Company prior to such Time of Delivery (other
than the financial statements and related schedules therein, as to which such
counsel need express no opinion) contained an untrue statement of a material
fact or omitted to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading or that, as of such Time of Delivery, the Registration Statement or
the ADS Registration Statement, or any further amendment thereto made by the
Company prior to such Time of Delivery (other than the financial statements and
related schedules therein, as to which such counsel need express no opinion),
contains an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading or that, as of such Time of Delivery, the Prospectus or any
further amendment or supplement thereto made by the Company prior to such Time
of Delivery (other than the financial statements and related schedules therein,
as to which

                                       37


such counsel need express no opinion) contains an untrue statement of a material
fact or omits to state a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading.

      In rendering such opinion, such counsel may state that they express no
opinion as to the laws of any jurisdiction outside the United States;

      (e) Fangda Partners, PRC counsel for the Company and the Selling
Shareholders, shall have furnished to you such written opinion or opinions,
dated such Time of Delivery, in form and substance satisfactory to you, to the
effect that:

      (i) Focus Media Technology has been duly organized and is validly existing
as a wholly foreign owned enterprise with legal person status and limited
liability under all applicable laws, regulations, rules, orders, decrees,
guidelines, judicial interpretations and other legislation of the PRC, including
tax laws and regulations, in effect as of the date of this agreement
(collectively "PRC Law") and its business license and articles of association
are in full force and effect under, and in compliance with PRC Law, Focus Media
Technology has been duly qualified as a foreign invested enterprise. All of the
registered capital of Focus Media Technology has been fully paid and all the
equity interest of Focus Media Technology is owned by Focus Media Hong Kong and,
to the best of such counsel's knowledge after due inquiry, such equity interest
is owned by Focus Media Hong Kong free and clear of any security interest,
mortgage, pledge, lien, encumbrance, claim or other third party right
(collectively, "Encumbrances"). Focus Media Technology's investment in Focus
Media Digital does not exceed 50%, in the aggregate, of Focus Media Technology's
actual total net assets as defined by the PRC Company Law and relevant
regulations under PRC Law;

      (ii) Each of Focus Media Advertisement, Focus Media Advertising Agency,
Focus Media Digital and the Focus Media Advertisement Subsidiaries
(collectively, the "PRC Group Entities"), has been duly organized and is validly
existing as a limited liability company under PRC Law and its business license
and articles of association are in full force and effect under, and in
compliance with, PRC Law. All of the registered capital of Focus Media
Advertisement has been fully paid and 85% of the equity interest of Focus Media
Advertisement is owned by Jason Nanchun Jiang and 15% of the equity interest of
Focus Media Advertisement is owned by Jimmy Wei Yu and, to the best of such
counsel's knowledge after due inquiry, such equity interest is owned by each of
Jason Nanchun Jiang and Jimmy Wei Yu free and clear of any Encumbrances except
as described in the Prospectus. Each of Jason Nanchun Jiang and Jimmy Wei Yu is
a PRC citizen. Each of the Focus Media Advertisement Branches has been duly
established and is validly existing with its business license in full force and
effect under PRC Law. Focus Media Advertisement's investment in all of the Focus
Media Advertisement Subsidiaries does not exceed 50%, in the aggregate, of Focus
Media Advertisement's actual total net assets as defined by the PRC Company Law
and relevant regulations under PRC Law. All of the registered capital of Focus
Media Advertising Agency has been fully paid and 90% of the equity interest of
Focus Media Advertising Agency is owned by Focus Media Advertisement and 10% of
the equity interest of Focus Media Advertising Agency is owned by Jimmy Wei Yu
and, to the best of such counsel's knowledge after due inquiry, such equity
interest is owned by each of Focus Media Advertisement and Jimmy Wei Yu free and
clear of any Encumbrances except

                                       38


as described in the Prospectus. All of the registered capital of Focus Media
Digital has been fully paid and 90% of the equity interest of Focus Media
Digital is owned by Focus Media Technology and 10% of the equity interest of
Focus Media Digital is owned by Focus Media Advertisement and, to the best of
such counsel's knowledge after due inquiry, except as described in the
Prospectus, such equity interest is owned by each of them free and clear of any
Encumbrances. All of the registered capital of each of the Focus Media
Advertisement Subsidiaries has been fully paid, and all the equity interests in
the Focus Media Advertisement Subsidiaries is owned by Focus Media Advertisement
in the percentages set forth in the Prospectus under the caption "Our Corporate
Structure" and, to the best of such counsel's knowledge after due inquiry, such
equity interests are owned by Focus Media Advertisement free and clear of any
Encumbrances, except as described in the Prospectus;

      (iii) Except as described in the Prospectus, each of the PRC Group
Entities has full legal right, authority, power and all necessary approvals,
consents, waivers, sanctions, certificates, authorizations, filings,
disclosures, registrations, exemptions, permissions, endorsements, annual
inspections, qualifications, permits and licenses required by any court,
tribunal or any other judicial or arbitral body in the PRC, or any body
exercising, or entitled to exercise, any administrative, judicial, legislative,
police, regulatory, or taxing authority or power of similar nature in the PRC
("Approvals") pursuant to any PRC Law to own, sell, lease license and use its
properties and assets and conduct its business in the manner described in the
Prospectus, none of the approvals contains any materially burdensome
restrictions or conditions not described in the Prospectus, and each of the PRC
Group Entities is in compliance with the provisions of such Approvals in all
material respects. Except as described in the Prospectus, such counsel is not
aware, after due inquiry, of anything that will cause such counsel to reasonably
believe that any national, provincial or local governmental, regulatory or
administrative authority, agency or commission in the PRC, or any court,
tribunal or any other judicial or arbitral body in the PRC, or any body
exercising, or entitled to exercise, any administrative, judicial, legislative,
police, regulatory, or taxing authority or power of similar nature in the PRC
("PRC Authorities") are considering modifying, suspending, revoking or not
renewing any such Approvals;

      (iv) Except as described in the Prospectus, to the best of such counsel's
knowledge after due inquiry, none of the PRC Group Entities is (A) in violation
of any PRC Law; (B) in violation of its business license, articles of
association, other constitutional documents (if any) or Approvals; (C) in breach
or default in the performance or observance of any of the terms or provisions of
the Acquisition Agreements, distribution agreements and Structure Agreements
(collectively, the "Covered Agreements") to which it is a party; or (D) apart
from the Covered Agreements to which it is a party, in breach or default in the
performance or observance of any of the terms or provisions of any contract,
license, indenture, mortgage, deed of trust, loan agreement, note, lease or
other agreement or instrument to which it is a party or by which it or any of
its properties may be bound, except for such violation, breach or default under
clauses (A) and (D) which would not, individually or in the aggregate, have a
Material Adverse Effect on the general affairs, management, shareholders'
equity, results of operations or position, financial or otherwise, of the PRC
Group Entities;

      (v) In the course of such counsel's representation of the Company, nothing
has come to such counsel's attention that would lead such counsel to reasonably
believe (A) that the

                                       39


description of the display placement agreements in the Prospectus under the
caption "Business" is not true, complete and accurate in all material respects,
or (B) that any of the display placement agreements would be unenforceable under
PRC Law, provided that the Underwriters understand that such counsel's opinion
in this paragraph is based solely on such counsel's review of what such counsel
believes, based upon such counsel's due inquiry with the Company, is a
representative sample of the display placement agreements and that such counsel
has not performed any comprehensive review of all of the display placement
agreements;

      (vi) Each of the PRC Group Entities, Jason Nanchun Jiang and Jimmy Wei Yu
has full power, authority and legal right to enter into, execute, adopt, assume,
issue, deliver and perform their respective obligations under each of the
Covered Agreements to which they are a party, and has authorized, executed and
delivered each of the Covered Agreements to which they are a party, and such
obligations constitute valid, legal and binding obligations enforceable against
each of them in accordance with the terms of each of the Covered Agreements.
Each of the Covered Agreements that is governed by PRC Law is in proper legal
form under PRC Law for the enforcement thereof against each of the PRC Group
Entities, Jason Nanchun Jiang and Jimmy Wei Yu, as the case may be, in the PRC
without further action by any of them;

      (vii) The execution, delivery and performance of each of the Covered
Agreements by the parties thereto, and the consummation of the transactions
contemplated thereunder, will not (A) result in any violation of the business
license, articles of association, other constitutional documents (if any) or
Approvals of any of the PRC Group Entities; (B) result in any violation of or
penalty under any PRC Law; or (C) to the best of such counsel's knowledge, after
due inquiry conflict with or result in a breach or violation of any of the terms
or provisions of, or constitute a default under, any other contract, license,
indenture, mortgage, deed of trust, loan agreement, note, lease or other
agreement or instrument to which any of them is a party or by which any of them
is bound or to which any of their property or assets is subject, except for such
violation, breach or default under clauses (B) and (C) which would not,
individually or in the aggregate, have a Material Adverse Effect on the general
affairs, management, shareholders' equity, results of operations or position,
financial or otherwise, of the PRC Group Entities;

      (viii) The description of the corporate structure of the PRC Group
Entities and the Covered Agreements set forth in the Prospectus under the
captions "Our Corporate Structure" and "Related Party Transactions -- Agreements
Among Us, Focus Media Technology, Focus Media Digital, Focus Media Advertisement
and Its Subsidiaries" are true and accurate in all material respects and nothing
has been omitted from such description which would make the same misleading in
any materials respect. No Approvals are required under any PRC Law in connection
with the Covered Agreements or the performance of the terms thereof (except for
the filing of the trademark license agreement and technical services agreement
described in the Prospectus under the caption "Related Party Transactions"), and
no stamp duty or similar tax is required to be paid in connection with the
Covered Agreements (except for the cooperation agreement, technical services
agreement and trademark license agreement described in the Prospectus under the
caption "Related Party Transactions", stamp duty on which each of the PRC Group
Entities has undertaken to pay when due);

                                       40


      (ix) None of the PRC Group Entities is entitled to any immunity from any
legal proceedings or process or from enforcement, execution or attachment in
respect of their obligations in the transactions contemplated under any of the
Covered Agreements;

      (x) Except as described in the Prospectus, to the best of such counsel's
knowledge after due inquiry, there are no legal, arbitration or governmental
proceedings pending, threatened or contemplated in the PRC by or against any of
the PRC Group Entities, or to which the property of any of them may be subject,
which, if determined adversely against any of the PRC Group Entities, would
individually or in the aggregate have a Material Adverse Effect on the PRC Group
Entities;

      (xi) The statements in the Prospectus under the captions "Prospectus
Summary", "Risk Factors", "Our Corporate Structure", "Management's Discussion
and Analysis of Financial Condition and Results of Operations", "Industry",
"Business", "Regulation of Our Industry", "Management", "Related Party
Transactions", "Taxation" and "Enforcement of Civil Liabilities", to the extent
such statements relate to matters of PRC Law, are true and accurate in all
material respects, and nothing has been omitted from such statements which would
make the same misleading in any material respect;

      (xii) The choice of PRC Law as the governing law in any of the Covered
Agreements that by their terms are governed by PRC Law is a valid choice of
governing law and will be binding on the parties to the relevant Covered
Agreement;

      (xiii) All dividends declared and payable upon the equity interests in
Focus Media Technology may under PRC Law be paid to Focus Media Hong Kong in
Renminbi that may be converted into U.S. dollars and freely transferred out of
the PRC, and all such dividends are not and, except as disclosed in the
Prospectus, will not be subject to withholding or other taxes under PRC Law and,
except as disclosed in the Prospectus, are otherwise free and clear of any other
tax, withholding or deduction in the PRC, and without the necessity of obtaining
any authorization from PRC Authorities;

      (xiv) No stamp or other issuance or transfer taxes or duties and no
capital gains, income, withholding or other taxes are payable by or on behalf of
the Underwriters to the government of the PRC and any political subdivision or
authority thereof or therein in connection with (A) the deposit with the
Depositary of Shares against the issuance of ADRs evidencing the ADSs, (B) the
sale and delivery by the Company and the Selling Shareholders of the ADSs and
the Shares to or for the respective accounts of the Underwriters or (C) the sale
and delivery outside PRC by the Underwriters of the ADSs and the Shares to the
initial purchasers thereof in the manner contemplated herein;

      (xv) The (A) irrevocable submission of each of the Company and the Selling
Shareholders to the jurisdiction of any New York Court, (B) waiver by each of
the Company and the Selling Shareholders of any objection to the venue of a
proceeding in a New York Court, (C) waiver and agreement not to plead an
inconvenient forum, (D) waiver of sovereign immunity, and (E) agreement of each
of the Company and the Selling Shareholders that the Underwriting Agreement and
the Deposit Agreement shall be construed in accordance with and governed by the
laws of the State of New York, in each case is legal, valid and binding under
PRC Law and

                                       41


will be respected by the government of the PRC and any political subdivision or
authority thereof or therein; service of process duly effected in the manner set
forth in the Underwriting Agreement and the Deposit Agreement will be effective,
insofar as PRC Law is concerned, to confer valid personal jurisdiction over each
of the Company and the Selling Shareholders; and any judgment obtained in a New
York Court arising out of or in relation to the obligations of each of the
Company and the Selling Shareholders under the Underwriting Agreement and the
Deposit Agreement will be recognized by the government of the PRC and any
political subdivision or authority thereof or therein subject to the conditions
described under the caption "Enforceability of Civil Liabilities" in the
Prospectus;

      (xvi) The indemnification and contribution provisions set forth in Section
8 hereof and Section 5.8 of the Deposit Agreement do not contravene PRC Law;

      (xvii) The (A) issue and sale of the Shares and the ADSs being delivered
at such Time of Delivery, (B) deposit of the Shares with the Depositary against
issuance of the ADRs evidencing the ADSs to be delivered at such Time of
Delivery, (C) compliance by the Company with all of the provisions of the
Underwriting Agreement and the Deposit Agreement, (D) compliance by each of the
Selling Shareholders with all of the provisions of the Underwriting Agreement,
and (E) consummation of the transactions contemplated under the Underwriting
Agreement, in each case will not result in any violation of or penalty under any
PRC Law, or result in any violation or breach of the business license, articles
of association or other constitutional or organizational documents of the PRC
Group Entities, or conflict with or result in a breach or violation of any of
the terms or provisions of, or constitute a default under, any contract,
license, indenture, mortgage, deed of trust, loan agreement, note, lease or
other agreement or instrument to which any of the PRC Group Entities is a party
or by which any of the PRC Group Entities is bound or to which any of the
property or assets of any of the PRC Group Entities is subject;

      (xviii) Except as disclosed in the Prospectus, no approval is required for
the issue and sale of the Shares and the ADSs, the deposit of the Shares with
the Depositary against issuance of the ADRs evidencing the ADSs to be delivered
at such Time of Delivery or the consummation of the transactions contemplated by
the Underwriting Agreement and the Deposit Agreement. In giving such opinion,
such counsel may state that (A) with respect to all matters of United States
federal and New York law they have relied upon the opinions of United States
counsel for the Company delivered pursuant to paragraph (d) of this Section 7,
(B) with respect to all matters of Cayman Islands and British Virgin Islands law
they have relied upon the opinions of Cayman Islands and British Virgin Islands
counsel for the Company and the Selling Shareholders delivered pursuant to
paragraph (f) of this Section 7 and (C) with respect to all matters of Hong Kong
law they have relied upon the opinions of Hong Kong counsel for the Company
delivered pursuant to paragraph (g) of this Section 7; and

      (xix) Although they do not assume any responsibility for the accuracy,
completeness or fairness of the statements contained in the Registration
Statement or the Prospectus, they have no reason to believe that, as of its
effective date, the Registration Statement or any further amendment thereto made
by the Company prior to such Time of Delivery (other than the financial
statements and related schedules therein, as to which such counsel need express
no opinion) contained an untrue statement of a material fact or omitted to state
a material fact

                                       42


required to be stated therein or necessary to make the statements therein not
misleading or that, as of its date, the Prospectus or any further amendment or
supplement thereto made by the Company prior to such Time of Delivery (other
than the financial statements and related schedules therein, as to which such
counsel need express no opinion) contained an untrue statement of a material
fact or omitted to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading or that, as of such Time of Delivery, the Prospectus or any further
amendment or supplement thereto made by the Company prior to such Time of
Delivery (other than the financial statements and related schedules therein, as
to which such counsel need express no opinion) contains an untrue statement of a
material fact or omits to state a material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading;

      (f) Conyers Dill & Pearman, Cayman Islands and British Virgin Islands
counsel for the Company and each of the Selling Shareholders that is an entity
formed under the laws of either the Cayman Islands or the British Virgin Islands
(the "Covered Selling Shareholders"), shall have furnished to you their written
opinion, dated such Time of Delivery, in form and substance satisfactory to you,
to the effect that:

      (i) The Company has been duly organized and is validly existing as a
company in good standing under the laws of the Cayman Islands with legal right,
power and authority (corporate and other) to own its properties and conduct its
business as described in the Prospectus;

      (ii) The Company has an authorized capitalization as set forth in the
Prospectus, and all of the issued shares of capital stock of the Company
(including the Shares being delivered at such Time of Delivery) have been duly
and validly authorized and issued and are fully paid and non-assessable; the
holders of outstanding shares of capital stock of the Company are not entitled
to preemptive or other rights to acquire the ADSs to be deposited by the Company
and the Selling Shareholders or to be purchased from the Company and the Selling
Shareholders under this agreement which have not been complied with; the Shares
to be deposited by the Company and the Selling Shareholders may be freely
deposited by the Company with the Depositary against issuance of ADRs evidencing
ADSs; the ADSs and the Shares to be sold by the Company and the Selling
Shareholders are freely transferable by the Company to or for the account of the
several Underwriters in the manner contemplated herein;

      (iii) Each of the Covered Selling Shareholders that is a company,
partnership or other business entity has been duly organized and is validly
existing in good standing in either the Cayman Islands or the British Virgin
Islands, as applicable;

      (iv) To the best of such counsel's knowledge, after having conducted a
search of the register of writs and other originating processes, and except as
set forth in the Prospectus, there are no legal, arbitration or governmental
proceedings pending to which the Company or any of the Covered Selling
Shareholders is a party or of which any property of the Company or any of the
Covered Selling Shareholders is the subject which, if determined adversely to
the Company or any of the Covered Selling Shareholders, would individually or in
the aggregate have a Material Adverse Effect on the current or future
consolidated financial position, shareholders' equity or results of operations
of the Company and the Group Entities or on the ability of the

                                       43


Covered Selling Shareholders to convey good and marketable title to the Shares
and ADSs held by them free and clear of any liens, encumbrances, equities or
claims; and, to the best of such counsel's knowledge, no such proceedings are
threatened or contemplated by any Governmental Agency or by others;

      (v) This agreement has been duly authorized, executed and delivered by the
Company and by an Attorney on behalf of each of the Covered Selling Shareholders
and constitutes a valid and legally binding agreement of the Company and the
Covered Selling Shareholders enforceable in accordance with its terms, subject,
as to enforceability, to bankruptcy, insolvency, reorganization and similar laws
of general applicability relating to or affecting creditors' rights and to
general equity principles;

      (vi) Each of the Power of Attorney and the Custody Agreement has been duly
authorized, executed and delivered by the Company and the Covered Selling
Shareholders and constitutes a valid and legally binding obligation of the
Company and the Covered Selling Shareholders enforceable in accordance with its
terms, subject as to enforceability, to bankruptcy, insolvency, reorganization
and similar laws of general applicability relating to or affecting creditors'
rights and to general equity principles;

      (vii) Each of this agreement, the Deposit Agreement and the Custody
Agreement is in proper form to be enforceable in the Cayman Islands in
accordance with its terms; to ensure the legality, validity, enforceability or
admissibility into evidence in the Cayman Islands of this agreement, the Deposit
Agreement or the Custody Agreement, it is not necessary that this agreement, the
Deposit Agreement or the Custody Agreement be filed or recorded with any court
or other authority in the Cayman Islands or that any stamp or similar tax in the
Cayman Islands be paid on or in respect of this agreement, the Deposit
Agreement, the Custody Agreement or any other documents to be furnished
hereunder or thereunder;

      (viii) The issue and sale of the Shares and the ADSs being delivered at
such Time of Delivery and the deposit of the Shares with the Depositary against
issuance of the ADSs evidencing the ADRs to be delivered at such Time of
Delivery and the compliance by the Company with all of the provisions of this
agreement, and the Deposit Agreement and the consummation of the transactions
herein and therein contemplated will not conflict with or result in a breach or
violation of any of the terms or provisions of, or constitute a default under,
any indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument known to such counsel to which the Company is a party or by which the
Company is bound or to which any of the property or assets of the Company is
subject, nor will such action result in any violation of the provisions of the
constituent documents of the Company or any statute or any order, rule or
regulation known to such counsel of any Governmental Agency having jurisdiction
over the Company or its respective properties;

      (ix) The sale of the ADSs to be sold by the Covered Selling Shareholders
hereunder and the compliance by the Covered Selling Shareholders with all of the
provisions of this agreement and the consummation of the transactions herein
contemplated will not conflict with or result in a breach or violation of any
terms or provisions of, or constitute a default under, any statute, indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument known
to such counsel to which a Covered Selling Shareholder is a party or by which a
Covered

                                       44


Selling Shareholder is bound, or to which any of the property or assets of a
Covered Selling Shareholder is subject, nor will such action result in any
violation of the provisions of the constituent documents of a Covered Selling
Shareholder or any order, rule or regulation known to such counsel of any court
or governmental agency or body having jurisdiction over a Covered Selling
Shareholder or the property of a Covered Selling Shareholder;

      (x) No Governmental Authorization of or with any Governmental Agency in
the Cayman Islands is required for the issue and sale of the Shares and the
ADSs, the deposit of the Shares with the Depositary against issuance of the ADSs
evidencing the ADRs to be delivered at such Time of Delivery or the consummation
of the transactions contemplated by this agreement and the Deposit Agreement;

      (xi) Immediately prior to such Time of Delivery each Covered Selling
Shareholder had good and marketable title to the ADSs to be sold at such Time of
Delivery by such Covered Selling Shareholder under this agreement, free and
clear of all liens, encumbrances, equities or claims, and legal right, power and
authority (corporate and other) to sell, assign, transfer and deliver the ADSs
to be sold by such Covered Selling Shareholder hereunder and thereunder; and,
upon delivery of the ADSs representing such Shares and payment therefore
pursuant to this agreement, good and marketable title to such ADSs, free and
clear of all liens, encumbrances, equities or claims, will pass to the several
Underwriters;

      (xii) The statements set forth in the Prospectus under the caption
"Description of Share Capital", insofar as they purport to constitute a summary
of the terms of the Ordinary Shares are accurate, complete and fair;

      (xiii) The opinions of such counsel set forth in the Prospectus under the
caption "Taxation - Cayman Islands Taxation" are confirmed as of such Time of
Delivery;

      (xiv) No stamp or other issuance or transfer taxes or duties and no
capital gains, income, withholding or other taxes are payable by or on behalf of
the Underwriters to the Cayman Islands or to any political subdivision or taxing
authority thereof or therein in connection with (A) the deposit with the
Depositary of Shares by the Company and the Covered Selling Shareholders against
the issuance of ADRs evidencing the ADSs, (B) the sale and delivery by the
Company of the ADSs and the Shares to or for the respective accounts of the
Underwriters or (C) the sale and delivery outside the Cayman Islands by the
Underwriters of the ADSs and the Shares to the initial purchasers thereof in the
manner contemplated herein;

      (xv) Insofar as matters of the Cayman Islands law are concerned, the
Registration Statement and the filing of the Registration Statement with the
Commission have been duly authorized by and on behalf of the Company; and the
Registration Statement has been duly executed pursuant to such authorization by
and on behalf of the Company;

      (xvi) The Company's agreement, and the Covered Selling Shareholder's
agreement, to the choice of law provisions set forth in Section 17 hereof will
be recognized by the courts of the Cayman Islands or the British Virgin Islands,
as applicable; the Company and the Covered Selling Shareholders can sue and be
sued in their own names under the laws of the Cayman Islands or the British
Virgin Islands, as applicable; the irrevocable submission of the Company

                                       45


and the Covered Selling Shareholders to the exclusive jurisdiction of a New York
Court, the waiver by the Company and the Covered Selling Shareholders of any
objection to the venue of a proceeding of a New York Court and the agreement of
the Company and the Covered Selling Shareholders that this agreement shall be
governed by and construed in accordance with the laws of the State of New York
are legal, valid and binding; service of process effected in the manner set
forth in Section 14 hereof will be effective, insofar as the law of the Cayman
Islands is concerned, to confer valid personal jurisdiction over the Company and
the Covered Selling Shareholders; and judgment obtained in a New York Court
arising out of or in relation to the obligations of the Company or a Covered
Selling Shareholder under this agreement would be enforceable or such Covered
Selling Shareholder, respectively, in the courts of the Cayman Islands or the
British Virgin Islands, as applicable;

      (xvii) The indemnification and contribution provisions set forth in
Section 8 hereof and Section 5.8 of the Deposit Agreement do not contravene the
public policy or laws of the Cayman Islands or the British Virgin Islands;

      (xviii) All dividends and other distributions declared and payable on the
shares of capital stock of the Company may under the current laws and
regulations of the Cayman Islands be paid to the Depositary and freely
transferred out of the Cayman Islands, and all such dividends and other
distributions will not be subject to withholding or other taxes under the laws
and regulations of Cayman Islands and are otherwise free and clear of any other
tax, withholding or deduction in the Cayman Islands and without the necessity of
obtaining any Governmental Authorization in the Cayman Islands;

      (xix) The Company is not in violation of its constituent documents or in
default in the performance or observance of any material obligation, agreement,
covenant or condition contained in any license, indenture, mortgage, deed of
trust, loan agreement, lease or other agreement or instrument to which it is a
party or by which it or any of its properties may be bound;

      In giving such opinion, such counsel may state that (A) with respect to
all matters of United States federal and New York law they have relied upon the
opinions of United States counsel for the Company delivered pursuant to
paragraph (d) of this Section 7, (B) with respect to all matters of PRC law they
have relied upon the opinions of PRC counsel for the Company delivered pursuant
to paragraph (e) of this Section 7 and (C) with respect to all matters of Hong
Kong law they have relied upon the opinions of Hong Kong counsel for the Company
delivered pursuant to paragraph (g) of this Section 7. In addition, in rendering
the opinion in subparagraph (xi) such counsel may rely upon a certificate of the
Covered Selling Shareholders in respect of matters of fact as to ownership of
and liens, encumbrances, equities or claims on, the Shares or ADSs sold by the
Covered Selling Shareholders; provided that such counsel shall state that they
believe that both you and they are justified in relying upon such certificate;

      (g) Pun & Associates, Hong Kong counsel for the Company shall have
furnished to you their written opinion, dated such Time of Delivery, in form and
substance satisfactory to you, to the effect that: (A) Focus Media Hong Kong has
been duly organized and is validly existing in good standing under the laws of
Hong Kong with legal right, power and authority (corporate and other) to own its
properties and conduct its business as described in the Prospectus, (B) all of

                                       46


Focus Media Hong Kong's share capital has been duly and validly issued, are
fully paid and non-assessable, and are owned directly by the Company, free and
clear of all liens, encumbrances, equities or claims, and (C) Focus Media Hong
Kong is not in violation of its constituent documents or in default in the
performance or observance of any material obligation, agreement, covenant or
condition contained in any license, indenture, mortgage, deed of trust, loan
agreement, lease or other agreement or instrument to which it is a party or by
which it or any of its properties may be bound;

      In giving such opinion, such counsel may state that (A) with respect to
all matters of United States federal and New York law they have relied upon the
opinions of United States counsel for the Company delivered pursuant to
paragraph (d) of this Section 7, (B) with respect to all matters of PRC law they
have relied upon the opinions of PRC counsel for the Company delivered pursuant
to paragraph (e) of this Section 7 and (C) with respect to all matters of Cayman
Islands and British Virgin Islands law they have relied upon the opinions of
Cayman Islands and British Virgin Islands counsel for the Company delivered
pursuant to paragraph (f) of this Section 7;

      (h) You shall have received one or more opinions, as contemplated in the
Power of Attorney dated as of the time of purchase or such additional time of
purchase, as the case may be, of counsel for each Selling Shareholder addressed
to you, and dated the time of purchase or the additional time of purchase, as
the case may be, with reproduced copies for each of the other Underwriters in
form and substance satisfactory to you, stating that:

      (i) Each of the Selling Shareholders that is a company, partnership or
other business entity has been duly organized and is validly existing in good
standing in its jurisdiction of organization;

      (ii) Immediately prior to the Time of Delivery, the Selling Shareholder
had good and marketable title to the Ordinary Shares delivered by the Selling
Shareholder to the Depositary in accordance with the Deposit Agreement, free and
clear of all liens, encumbrances, equities or claims; the Selling Shareholder
had full right, power and authority to sell, assign, transfer and deliver the
Selling Shareholder ADSs delivered by the Selling Shareholder at the time of
purchase and such additional time of purchase hereunder and the Selling
Shareholder ADSs received by the Depositary were free and clear of all liens,
encumbrances, equities or claims; and the several Underwriters have acquired
good and marketable title to the Selling Shareholder ADSs purchased by them at
such time of purchase and additional time of purchase hereunder, free and clear
of all liens, encumbrances, equities or claims;

      (iii) No consent, approval, authorization or order of, or filing with, any
governmental agency or body or any court is required to be obtained or made by
the Selling Shareholder for the consummation of the transactions contemplated by
the Custody Agreement and this agreement in connection with the sale of the
Selling Shareholder ADSs, except such as have been obtained and made under the
Act and the Exchange Act and such as may be required under state or foreign
securities or blue sky laws;

      (iv) The sale of the ADSs to be sold by the Selling Shareholder hereunder
and the execution, delivery and performance of the Custody Agreement and this
agreement and the

                                       47


consummation of the transactions therein and herein contemplated will not
conflict with or result in a breach or violation of any terms or provisions of,
or constitute a default under, any statute, indenture, mortgage, deed of trust,
loan agreement or other agreement or instrument known to such counsel to which
the Selling Shareholder is a party or by which the Selling Shareholder is bound,
or to which any of the property or assets of the Selling Shareholder is subject,
nor result in a material breach or violation of any of the terms and provisions
of, or constitute a default under, any statute, any rule, regulation or order of
any governmental agency or body or any court having jurisdiction over the
Selling Shareholder or any of his/her/its properties or any agreement or
instrument to which the Selling Shareholder is a party or by which the Selling
Shareholder is bound or to which any of the properties of the Selling
Shareholder is subject, or the charter, by-laws or other constitutional
documents of any Selling Shareholder which is a business entity;

      (v) Each of the Power of Attorney and related Custody Agreement with
respect to each Selling Shareholder has been duly authorized, executed and
delivered by the Selling Shareholder and constitutes a valid and legally binding
obligation of the Selling Shareholder enforceable in accordance with their
terms, subject as to enforceability, to bankruptcy, insolvency, reorganization
and similar laws of general applicability relating to or affecting creditors
rights generally and to general equity principles;

      (vi) Such Selling Shareholder's agreement to the choice of law provisions
set forth in Section 17 hereof will be recognized by the courts of the relevant
domicile or jurisdiction of organization; such Selling Shareholder can sue and
be sued in its own name under the laws of the relevant domicile or jurisdiction
of organization; the irrevocable submission of such Selling Shareholder to the
exclusive jurisdiction of a New York Court, the waiver by such Selling
Shareholder of any objection to the venue of a proceeding of a New York Court
and the agreement of such Selling Shareholder that this agreement of such
Selling Shareholder shall be governed by and construed in accordance with the
laws of the State of New York are legal, valid and binding; service of process
effected in the manner set forth in Section 14 hereof will be effective, insofar
as the laws of the relevant domicile or jurisdiction of organization are
concerned, to confer valid personal jurisdiction over such Selling Shareholder;
and judgment obtained in a New York Court arising out of or in relation to the
obligations of such Selling Shareholder under this agreement would be
enforceable against such Selling Shareholder in the courts of the relevant
domicile or jurisdiction of organization; and

      (vii) This agreement has been duly authorized, executed and delivered
under New York law by an Attorney on behalf of the Selling Shareholder and
constitutes a valid and legally binding agreement of the Selling Shareholder
enforceable in accordance with its terms, subject, as to enforceability, to
bankruptcy, insolvency, reorganization and similar laws of general applicability
relating to or affecting creditors' rights and to general equity principles;

      (i) Patterson, Belknap, Webb & Taylor LLP, counsel for the Depositary,
shall have furnished to you their written opinion, dated such Time of Delivery,
in form and substance satisfactory to you, to the effect that:

      (i) The Deposit Agreement has been duly authorized, executed and delivered
by the Depositary and constitutes a valid and legally binding obligation of the
Depositary, enforceable in accordance with its terms, subject, as to
enforceability, to bankruptcy, insolvency, fraudulent

                                       48


transfer, reorganization, moratorium or similar laws of general applicability
relating to or affecting creditors' rights and to general principles of equity;

      (ii) The ADRs issued under and in accordance with the provisions of the
Deposit Agreement to evidence the ADSs will entitle the holders thereof to the
rights specified therein and in the Deposit Agreement, assuming that (A) the
Shares represented by the ADSs, which are in turn evidenced by the ADRs, have
been duly authorized and validly issued and are fully paid and non-assessable
and that any preemptive rights with respect to such Shares have been validly
waived and exercised and (B) such Shares have been duly deposited with Citibank,
N.A.,, as Custodian (as defined in the Deposit Agreement), in each case under
and in accordance with all applicable laws and regulations;

      (iii) Upon issuance by the Depositary of ADRs evidencing ADSs against the
deposit of Shares in respect thereof in accordance with the provisions of the
Deposit Agreement, such ADRs will be duly and validly issued and the persons in
whose name the ADRs are registered will be entitled to the rights specified
therein and in the Deposit Agreement; and

      (iv) The ADS Registration Statement has been filed and the Commission has
declared the ADS Registration Statement effective and, to the best of such
counsel's knowledge, no stop order suspending the effectiveness of the ADS
Registration Statement or any part thereof has been issued and no proceedings
for that purpose have been instituted or are pending or contemplated under the
Act, and the ADS Registration Statement, and each amendment thereof, as of their
respective effective dates, complied as to form in all material respects with
the requirements of the Act and the rules and regulations of the Commission
thereunder;

      (j) On the date of the Prospectus at a time prior to the execution of this
agreement, at 9:30 a.m., New York City time, on the effective date of any post
effective amendment to the Registration Statement filed subsequent to the date
of this agreement and also at each Time of Delivery, Deloitte Touche Tohmatsu
CPA Ltd. shall have furnished to you a letter or letters, dated the respective
dates of delivery thereof, in form and substance satisfactory to you, to the
effect set forth in Annex I hereto (the executed copy of the letter delivered
prior to the execution of this agreement is attached as Annex I (A) hereto and a
draft of the form of letter to be delivered on the effective date of any
post-effective amendment to the Registration Statement and as of each Time of
Delivery is attached as Annex I (B) hereto);

      (k) (A) None of the Company or any of the Group Entities shall have
sustained since the date of the latest audited financial statements included in
the Prospectus any loss or interference with its business from fire, explosion,
flood or other calamity, whether or not covered by insurance, or from any labor
dispute or court or governmental action, order or decree, otherwise than as set
forth or contemplated in the Prospectus and (B) since the respective dates as of
which information is given in the Prospectus there shall not have been any
change in the capital stock, short-term debt or long term debt of the Company or
any of the Group Entities or any change, or any development involving a
prospective change, in or affecting the general affairs, management, financial
position, shareholders' equity or results of operations of the Company and the
Group Entities, otherwise than as set forth or contemplated in the Prospectus,
the effect of which, in any such case described in clause (A) or (B), is in the
judgment of the representatives of the Underwriters so material and adverse as
to make it impracticable or

                                       49


inadvisable to proceed with the public offering or the delivery of the Shares
and the ADSs being delivered at such Time of Delivery on the terms and in the
manner contemplated in the Prospectus;

      (l) On or after the date hereof (A) no downgrading shall have occurred in
the rating accorded to any of the Company's debt securities or Preferred Shares
by any "nationally recognized statistical rating organization", as that term is
defined by the Commission for purposes of Rule 436(g)(2) under the Act, and (B)
no such organization shall have publicly announced that it has under
surveillance or review, with possible negative implications, its rating of any
of the Company's debt securities or Preferred Shares;

      (m) On or after the date hereof, there shall not have occurred any of the
following: (A) a suspension or material limitation in trading in securities
generally on the Nasdaq National Market, the New York Stock Exchange or the
London Stock Exchange, (B) a suspension or material limitation in trading in the
Company's securities on the Nasdaq National Market, (C) a general moratorium on
commercial banking activities in New York, London, the PRC or the Cayman Islands
declared by the relevant authorities, or a material disruption in commercial
banking or securities settlement or clearance services in the United States, the
United Kingdom, the PRC or the Cayman Islands, (D) a change or development
involving a prospective change in taxation affecting the Company, any of the
Group Entities or the Shares or the ADSs or the transfer thereof, (E) the
outbreak or escalation of hostilities involving the United States, the United
Kingdom the PRC or the Cayman Islands or the declaration by the United States,
the United Kingdom, the PRC or the Cayman Islands of a national emergency or war
or (F) the occurrence of any other calamity or crisis or any change in
financial, political or economic conditions or currency exchange rates or
controls in the United States, the United Kingdom, the PRC, the Cayman Islands
or elsewhere, if the effect of any such event specified in clause (E) or (F) in
the judgment of the representatives of the Underwriters makes it impracticable
or inadvisable to proceed with the public offering or the delivery of the Shares
and the ADSs being delivered at such Time of Delivery on the terms and in the
manner contemplated in the Prospectus;

      (n) The Shares and the ADSs to be sold by the Company and the Selling
Shareholders at such Time of Delivery shall have been duly included for
quotation on the Nasdaq National Market;

      (o) The Company has obtained and delivered to the Underwriters executed
copies of an agreement from each of the Shareholders of the Company, other than
the Selling Shareholders, to the effect set forth in Subsection 1(b)(ix) hereof
in form and substance satisfactory to you;

      (p) The Depositary shall have furnished or caused to be furnished to you
at such Time of Delivery certificates satisfactory to you evidencing the deposit
with it of the Shares being so deposited against issuance of ADRs evidencing the
ADSs to be delivered by the Company and the Selling Shareholders at such Time of
Delivery, and the execution, countersignature (if applicable), issuance and
delivery of ADRs evidencing such ADSs pursuant to the Deposit Agreement;

                                       50


      (q) Each party set forth in Annex II attached hereto shall have entered
into an agreement (each a "Lock-up Agreement") substantially in the form of
Annex III hereto, whereby during the period beginning from the date of the final
Prospectus and (I) continuing to and including the date 180 days after the date
of the final Prospectus (the "initial Lock-up Period"), not to, without the
Underwriters' prior permission, offer, sell, contract to sell, pledge, grant any
option to purchase, make any short sale or otherwise dispose of: (A) any ADSs or
Ordinary Shares or any securities of the Company represented by the ADSs, or any
securities of the Company substantially similar to the ADSs or Ordinary Shares,
including but not limited to any securities that are convertible
into or exchangeable for, or that represent the right to receive, ADSs or
Ordinary Shares or any such substantially similar securities; and (B) any shares
or equity interests in the Company's subsidiaries or controlled affiliates or
depositary shares or depositary receipts representing such shares or equity
interests, including but not limited to securities that are convertible into or
exchangeable for or that represent the right to receive such shares or equity
interests or such depositary shares or receipts, or any such substantially
similar securities, whether now owned or hereinafter acquired (of record,
beneficially or otherwise, including as a custodian) (the securities covered by
the foregoing clauses (A) and (B), collectively, are referred to as the "Lock-up
Securities"), and (II) from and after the expiration or termination of the
initial Lock-up Period and continuing to and including the first anniversary of
the date of the final Prospectus (the "second Lock-up Period", and together with
the initial Lock-up Period, the "Lock-up Period"), not to, without the
Underwriters' prior permission, offer, sell, contract to sell, pledge, grant any
option to purchase, make any short sale or otherwise dispose of, Lock-up
Securities in an amount equal to more than fifty percent (50%) of the Lock-up
Securities held by the undersigned as of the date immediately prior to the
execution of the Underwriting Agreement, (which 50% limitation shall apply to
each class or series of Lock-up Security held by the undersigned separately and,
for avoidance of doubt, securities sold by the undersigned as a selling
shareholder in the public offering shall count as sales of Lock-up Securities
for purposes of the foregoing 50% limitation); except that the foregoing
restrictions in clauses (I) and (II) above shall not apply to (x) the conversion
or exchange of convertible or exchangeable securities outstanding as of the date
of this agreement for Ordinary Shares or ADSs of the Company or (y) a bona fide
gift by an individual to a donee or a transfer by an entity to an affiliate that
does not involve a disposition for value, provided that such donee or affiliate
agrees to be bound in writing by the restrictions set forth herein until the
expiration of the Lock-up Period; the Company announces that it will release
earnings results during the 15-day period following the last day of the Lock-Up
Period, then in each case the applicable Lock-Up Period will be automatically
extended until the expiration of the 18-day period beginning on the date of
release of the earnings results or the announcement of the material news or
material event, as applicable unless the representatives waive, in writing, such
extension. The Company will provide the representatives and any co-managers and
each holder of ADSs subject to the Lock-Up Period with prior notice of any such
announcement that gives rise to an extension of the Lock-Up Period.

      (r) The Company shall have complied with the provisions of Section
5(a)(iii) hereof with respect to the furnishing of Prospectuses on the New York
Business Day next succeeding the date of this agreement;

      (s) The Company shall have furnished or caused to be furnished to you at
such Time of Delivery certificates of Jason Nanchun Jiang, Jimmy Wei Yu,
officers of the Company and

                                       51

UCI Group (China) Limited, respectively, satisfactory to you as to the accuracy
of the representations and warranties of the Company, and the Controlling
Person, respectively, herein at and as of such Time of Delivery, as to the
performance by the Company, and the Controlling Person of all of their
respective obligations hereunder to be performed at or prior to such Time of
Delivery, and as to such other matters as you may reasonably request, and the
Company shall have furnished or caused to be furnished certificates as to the
matters set forth in subsections (a) and (k) of this Section, and as to such
other matters as you may reasonably request; and (II) each Selling Shareholder
shall have furnished or caused to be furnished to you at such Time of Delivery a
certificate reasonably satisfactory to you as to the accuracy of the
representations and warranties of such Selling Shareholder at and as of such
Time of Delivery and as to the performance by such Selling Shareholder of its
obligations hereunder to be performed at or prior to such Time of Delivery;

      (t) No action shall have been taken and no statute, rule, regulation or
order shall have been enacted, adopted or issued by any federal, state or
foreign governmental or regulatory authority that would, as of the Time of
Delivery, prevent the issuance of the Shares, the deposit of such Shares with
the Depositary against issuance of the ADRs evidencing the ADSs or the sale of
such ADSs; and no injunction or order of any federal, state or foreign court
shall have been issued that would, as of the Time of Delivery, prevent the
issuance of the Shares, the deposit of such Shares with the Depositary against
issuance of the ADRs evidencing the ADSs or the sale of such ADSs;

      (u) At or prior to the Time of Delivery, the NASD shall have confirmed
that it has not raised any objection with respect to the fairness and
reasonableness of the underwriting terms and arrangements;

      (v) All opinions, letters, certificates and evidence mentioned above or
elsewhere in this agreement shall be deemed to be in compliance with the
provisions hereof only if they are in form and substance reasonably satisfactory
to counsel for the Underwriters; and

      (w) All of the Preferred Shares have been converted into Ordinary Shares
in accordance with the terms of the Preferred Shares.

      8. (a) The Company, the Controlling Person and each of the Selling
Shareholders, jointly and severally, will indemnify and hold harmless each
Underwriter against any losses, claims, damages or liabilities, joint or
several, to which such Underwriter may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in any Preliminary Prospectus, the
Registration Statement, the ADS Registration Statement or the Prospectus, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will
reimburse each Underwriter for any legal or other expenses reasonably incurred
by such Underwriter in connection with investigating or defending any such
action or claim as such expenses are incurred; provided, however, that the
Company, the Controlling Person and the Selling Shareholders shall not be
liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement

                                       52


or omission or alleged omission made in any Preliminary Prospectus, the
Registration Statement, the ADS Registration Statement or the Prospectus or any
such amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by any Underwriter through Goldman Sachs
(Asia) L.L.C. and Credit Suisse First Boston LLC expressly for use therein; and
provided further, that the aggregate liability of each of the Selling
Shareholders (excluding the Controlling Person) pursuant to this subsection (a)
shall not exceed an amount equal to the aggregate gross proceeds received by the
Selling Shareholder, as applicable, from the sale of its Shares or ADSs
(including Optional Shares or Optional ADSs) pursuant to this agreement;

      (b) Each Underwriter will indemnify and hold harmless the Company, each of
the Controlling Person and each Selling Shareholder against any losses, claims,
damages or liabilities to which the Company, such Controlling Person or such
Selling Shareholder may become subject, under the Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon an untrue statement or alleged untrue statement
of a material fact contained in any Preliminary Prospectus, the Registration
Statement, the ADS Registration Statement or the Prospectus, or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in any Preliminary
Prospectus, the Registration Statement, the ADS Registration Statement or the
Prospectus or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by such Underwriter
through Goldman Sachs (Asia) L.L.C. and Credit Suisse First Boston LLC expressly
for use therein; and will reimburse the Company, each Controlling Person and
each Selling Shareholder for any legal or other expenses reasonably incurred by
the Company, such Controlling Person or such Selling Shareholder in connection
with investigating or defending any such action or claim as such expenses are
incurred

      (c) Promptly after receipt by an indemnified party under subsection (a) or
(b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against an indemnifying party
under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may have to any indemnified party
otherwise than under such subsection. In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party (which shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party), and,
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified party under such subsection for any legal expenses of
other counsel or any other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than reasonable
costs of investigation. No indemnifying party shall, without the written consent
of the relevant indemnified party, effect the settlement or compromise of, or
consent to the entry of any judgment with respect to, any pending or threatened
action or claim against such indemnified party in respect of which

                                       53


indemnification or contribution may be sought hereunder (whether or not the
indemnified party is an actual or potential party to such action or claim)
unless such settlement, compromise or judgment (A) includes an unconditional
release of such indemnified party from all liability arising out of such action
or claim and (B) does not include a statement as to or an admission of fault,
culpability or a failure to act, by or on behalf of any indemnified party from
whom such consent is required hereunder but has not been obtained;

      (d) If the indemnification provided for in this Section 8 is unavailable
to or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above in respect of any losses, claims, damages or liabilities (or actions
in respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative benefits received
by the Company, the Controlling Person and the Selling Shareholders on the one
hand and the Underwriters on the other from the offering of the ADSs. If,
however, the allocation provided by the immediately preceding sentence is not
permitted by applicable law or if the indemnified party failed to give the
notice required under subsection (c) above, then each indemnifying party shall
contribute to such amount paid or payable by such indemnified party in such
proportion as is appropriate to reflect not only such relative benefits but also
the relative fault of the Company, the Controlling Person and the Selling
Shareholders on the one hand and the Underwriters on the other in connection
with the statements or omissions which resulted in such losses, claims, damages
or liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative benefits received by the Company, the
Controlling Person and the Selling Shareholders on the one hand and the
Underwriters on the other shall be deemed to be in the same proportion as the
total net proceeds from the offering of the ADSs purchased under this agreement
(before deducting expenses) received by the Company, the Controlling Person and
the Selling Shareholders bear to the total underwriting discounts and
commissions received by the Underwriters with respect to the ADSs purchased
under this agreement, in each case as set forth in the table on the cover page
of the U.S. Prospectus. The relative fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company, the Controlling Person or the Selling
Shareholders on the one hand or the Underwriters on the other and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Company, each of the Controlling Person,
each of the Selling Shareholders and the Underwriters agree that it would not be
just and equitable if contributions pursuant to this subsection (d) were
determined by pro rata allocation (even if the Underwriters were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to above in this
subsection (d). The amount paid or payable by an indemnified party as a result
of the losses, claims, damages or liabilities (or actions in respect thereof)
referred to above in this subsection (d) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this subsection (d), no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at which
the ADSs underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which such Underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of

                                       54


fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Underwriters' obligations in this subsection
(d) to contribute are several in proportion to their respective underwriting
obligations and not joint; and

      (e) The obligations of the Company, the Controlling Person and the
Selling Shareholders under this Section 8 shall be in addition to any liability
which the Company and the respective Controlling Person and Selling
Shareholders may otherwise have and shall extend, upon the same terms and
conditions, to the respective affiliates of each Underwriter and to each person,
if any, who controls any Underwriter within the meaning of the Act; and the
obligations of the Underwriters under this Section 8 shall be in addition to any
liability which the respective Underwriters may otherwise have and shall extend,
upon the same terms and conditions, to each officer and director of the Company
(including any person who, with his or her consent, is named in the Registration
Statement as about to become a director of the Company) and any Selling
Shareholder and to each person, if any, who controls the Company or any Selling
Shareholder within the meaning of the Act;

      9. (a) If any Underwriter shall default in its obligation to purchase the
ADSs which it has agreed to purchase hereunder at a Time of Delivery, you may in
your discretion arrange for you or another party or other parties to purchase
such ADSs on the terms contained herein. If within thirty-six hours after such
default by any Underwriter you do not arrange for the purchase of such ADSs,
then the Company and the Selling Shareholders shall be entitled to a further
period of thirty-six hours within which to procure another party or other
parties satisfactory to you to purchase such ADSs on such terms. In the event
that, within the respective prescribed periods, you notify the Company and the
Selling Shareholders that you have so arranged for the purchase of such ADSs, or
the Company and the Selling Shareholders notify you that they have so arranged
for the purchase of such ADSs, you or the Company and the Selling Shareholders
shall have the right to postpone such Time of Delivery for a period of not more
than seven days, in order to effect whatever changes may thereby be made
necessary in the Registration Statement or the Prospectus, or in any other
documents or arrangements, and the Company agrees to file promptly any
amendments to the Registration Statement or the Prospectus which in your opinion
may thereby be made necessary. The term "Underwriter" as used in this agreement
shall include any person substituted under this Section with like effect as if
such person had originally been a party to this agreement with respect to such
ADSs;

      (b) If, after giving effect to any arrangements for the purchase of the
ADSs of a defaulting Underwriter or Underwriters by you and the Company and the
Selling Shareholders as provided in subsection (a) above, the aggregate number
of such ADSs which remains unpurchased does not exceed one eleventh of the
aggregate number of all of the ADSs to be purchased at such Time of Delivery,
then the Company and the Selling Shareholders shall have the right to require
each non-defaulting Underwriter to purchase the number of ADSs which such
Underwriter agreed to purchase hereunder at such Time of Delivery and, in
addition, to require each non-defaulting Underwriter to purchase its pro rata
share (based on the number of ADSs which such Underwriter agreed to purchase
hereunder) of the ADSs of such defaulting Underwriter or Underwriters for which
such arrangements have not been made; but nothing herein shall relieve a
defaulting Underwriter from liability for its default; and

                                       55


      (c) If, after giving effect to any arrangements for the purchase of the
ADSs of a defaulting Underwriter or Underwriters by you or the Company and the
Selling Shareholders as provided in subsection (a) above, the aggregate number
of such ADSs which remains unpurchased exceeds one-eleventh of the aggregate
number of all of the ADSs to be purchased at such Time of Delivery, or if the
Company and the Selling Shareholders shall not exercise the right described in
subsection (b) above to require non defaulting Underwriters to purchase ADSs of
a defaulting Underwriter or Underwriters, then this agreement (or, with respect
to the Second Time of Delivery, the obligations of the Underwriters to purchase,
and of the Company and the Selling Shareholders to sell, the Optional ADSs)
shall thereupon terminate, without liability on the part of any non defaulting
Underwriter or the Company or the Selling Shareholders, except for the expenses
to be borne by the Company and the Selling Shareholders and the Underwriters as
provided in Section 6 hereof and the indemnity and contribution agreements in
Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from
liability for its default.

      10. The respective indemnities, agreements, representations, warranties
and other statements of the Company, the Controlling Person, the Selling
Shareholders and the several Underwriters, as set forth in this agreement or
made by or on behalf of them, respectively, pursuant to this agreement, shall
remain in full force and effect, regardless of any investigation (or any
statement as to the results thereof) made by or on behalf of any Underwriter or
any controlling person of any Underwriter, or the Company, or any of the Selling
Shareholders, or any officer or director or controlling person of the Company,
or any controlling person of any Selling Shareholder, and shall survive delivery
of and payment for the ADSs.

      11. If this agreement shall be terminated pursuant to Section 9 hereof,
neither the Company, the Controlling Person, nor the Selling Shareholders shall
then be under any liability to any Underwriter except as provided in Sections 6
and 8 hereof; but, if for any other reason any ADSs are not delivered by or on
behalf of the Company and the Selling Shareholders as provided herein, the
Company and each of the Selling Shareholders pro rata (based on the number of
ADSs to be sold by the Company and such Selling Shareholder hereunder) will
reimburse the Underwriters through you for all out of pocket expenses approved
in writing by you, including fees and disbursements of counsel, reasonably
incurred by the Underwriters in making preparations for the purchase, sale and
delivery of the ADSs not so delivered, but the Company and the Selling
Shareholders shall then be under no further liability to any Underwriter in
respect of the ADSs not so delivered except as provided in Sections 6 and 8
hereof.

      12. In all dealings hereunder, you shall act on behalf of each of the
Underwriters, and the parties hereto shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of any Underwriter made or
given by you.

      All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to you as the representatives of the Underwriters c/o (A)
Goldman Sachs (Asia) L.L.C., 68th Floor, Cheung Kong Center, 2 Queen's Road
Central, Hong Kong, facsimile number: (852) 2978 0440, attention: Special
Execution Group and (B) Credit Suisse First Boston LLC, Eleven Madison Avenue,
New York, New York 10010-3629, facsimile number: (212) 325-8278, attention:
Transactions Advisory Group; if to any Controlling Person or Selling Shareholder
shall be delivered or sent by mail, telex or facsimile transmission to counsel
for such Controlling Person

                                       56


or Selling Shareholder at its address set forth in Schedule II hereto; and if to
the Company shall be delivered or sent by mail, telex or facsimile transmission
to the address of the Company set forth in the Registration Statement,
Attention: Chief Executive Officer; provided, however, that any notice to an
Underwriter pursuant to Section 8 (c) hereof shall be delivered or sent by mail,
telex or facsimile transmission to such Underwriter at its address set forth in
its Underwriters' Questionnaire or telex constituting such Questionnaire, which
address will be supplied to the Company or the Selling Shareholders by you upon
request. Any such statements, requests, notices or agreements shall take effect
upon receipt thereof.

      13. This agreement shall be binding upon, and inure solely to the benefit
of, the Underwriters, the Company, the Controlling Person and the Selling
Shareholders and, to the extent provided in Sections 8 and 10 hereof, the
officers and directors of the Company and the Selling Shareholders and each
person who controls the Company, any Selling Shareholder or any Underwriter, and
their respective heirs, executors, administrators, successors and assigns, and
no other person shall acquire or have any right under or by virtue of this
agreement. No purchaser of any of the ADSs from any Underwriter shall be deemed
a successor or assign by reason merely of such purchase.

      14. Each of the parties hereto irrevocably (A) agrees that any legal suit,
action or proceeding against the Company, the Controlling Person or the Selling
Shareholder brought by any Underwriter or by any person who controls any
Underwriter arising out of or based upon this agreement or the transactions
contemplated hereby may be instituted in any New York Court, (B) waives, to the
fullest extent it may effectively do so, any objection which it may now or
hereafter have to the laying of venue of any such proceeding and (C) submits to
the exclusive jurisdiction of such courts in any such suit, action or
proceeding. Each of the Company, the Controlling Person and the Selling
Shareholders has appointed CT Corporation System, 111 Eighth Avenue, New York,
New York, as its authorized agent (the "Authorized Agent") upon whom process may
be served in any such action arising out of or based on this agreement or the
transactions contemplated hereby which may be instituted in any New York Court
by any Underwriter or by any person who controls any Underwriter, expressly
consents to the jurisdiction of any such court in respect of any such action,
and waives any other requirements of or objections to personal jurisdiction with
respect thereto. Such appointment shall be irrevocable. Each of the Company, the
Controlling Person and the Selling Shareholders represents and warrants that
the Authorized Agent has agreed to act as such agent for service of process and
agrees to take any and all action, including the filing of any and all documents
and instruments, that may be necessary to continue such appointment in full
force and effect as aforesaid. Service of process upon the Authorized Agent and
written notice of such service to the Company shall be deemed, in every respect,
effective service of process upon the Company, the Controlling Person and the
Selling Shareholders as the case may be.

      15. In respect of any judgment or order given or made for any amount due
hereunder that is expressed and paid in a currency (the "judgment currency")
other than United States dollars, the Company, the Controlling Person and the
Selling Shareholders, as the case may be, will indemnify each Underwriter
against any loss incurred by such Underwriter as a result of any variation as
between (A) the rate of exchange at which the United States dollar amount is
converted into the judgment currency for the purpose of such judgment or order
and (B) the rate of exchange at which an Underwriter is able to purchase United
States dollars with the amount of

                                       57


the judgment currency actually received by such Underwriter. The foregoing
indemnity shall constitute a separate and independent obligation of the Company,
the Controlling Person and the Selling Shareholders and shall continue in full
force and effect notwithstanding any such judgment or order as aforesaid. The
term "rate of exchange" shall include any premiums and costs of exchange payable
in connection with the purchase of or conversion into United States dollars.

      16. Time shall be of the essence in this agreement. As used herein, the
term "business day" shall mean any day when the Commission's office in
Washington, D.C. is open for business.

      17. This agreement shall be governed by and construed in accordance with
the laws of the State of New York.

      18. This agreement may be executed by any one or more of the parties
hereto in any number of counterparts, each of which shall be deemed to be an
original, but all such counterparts shall together constitute one and the same
instrument.

      19. Notwithstanding anything herein to the contrary, the Company is
authorized to disclose to any persons the U.S. federal and state income tax
treatment and tax structure of the potential transaction and all materials of
any kind (including tax opinions and other tax analyses) provided to the Company
relating to that treatment and structure, without the Underwriters imposing any
limitation of any kind. However, any information relating to the tax treatment
and tax structure shall remain confidential (and the foregoing sentence shall
not apply) to the extent necessary to enable any person to comply with
securities laws. For this purpose, "tax structure" is limited to any facts that
may be relevant to that treatment.

      20. This agreement constitutes the entire agreement among the parties and
supersedes all prior agreements and understandings, oral or written, with
respect to the matters set forth herein.

      21. The Company acknowledges and agrees that (i) the purchase and sale of
the Shares pursuant to this Agreement is an arm's-length commercial transaction
between the Company, on the one hand, and the several Underwriters, on the
other, (ii) in connection therewith each Underwriter is acting as a principal
and not the agent or fiduciary of the Company, and (iii) no Underwriter has
assumed an advisory responsibility in favor of the Company with respect to the
offering contemplated hereby or the process leading thereto (irrespective of
whether such Underwriter has advised or is currently advising the Company on
other matters) or any other obligation to the Company except the obligations
expressly set forth in this Agreement.

      If the foregoing is in accordance with your understanding, please sign and
return to us five counterparts hereof, and upon the acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof shall
constitute a binding agreement among each of the Underwriters, the Company, the
Controlling Person and each of the Selling Shareholders. It is understood that
your acceptance of this letter on behalf of each of the Underwriters is pursuant
to the authority set forth in a form of Agreement among Underwriters, the form
of which shall be submitted to the Company, the Controlling Person and the
Selling Shareholders for examination upon request, but without warranty on your
part as to the authority of the signers thereof.

                                       58


Very truly yours,

Focus Media Holding Limited

By:________________________
Name: Jason Nanchun Jiang
Title: Chairman and Chief Executive Officer

Jason Nanchun Jiang

_________________________

Selling Shareholders

CDH FM Limited
UCI Entities
Victory Venture Capital Limited
SB China Holdings Pte. Ltd.
International Network Capital Global
Milestone Digital Media Holding Limited
CMF Technology Fund I Ltd.
Venture TDF Technology Fund III L.P.
Snow Hill Developments Limited
Tong An Investment Co., Ltd.
Li Lai Holding Ltd. and Elufar Ltd., jointly
Smart Create Group Limited
Powerful Team Energy Investments Ltd.
Elite Select Group Ltd.
East Concord Ltd.
Meridian Pacific Angel Capital Co., Ltd.

By:________________________
Name: Jason Nanchun Jiang
Title: Attorney-In-Fact of Selling Shareholders

By:________________________
Name: Jimmy Wei Yu
Title: Attorney-In-Fact of Selling Shareholders



Accepted as of the date hereof
on behalf of each of the Underwriters

Goldman Sachs (Asia) L.L.C.

By: ______________________
Name:
Title:



Accepted as of the date hereof
on behalf of each of the Underwriters

Credit Suisse First Boston LLC

By: ______________________
Name:
Title:



                                   SCHEDULE I



                                                                                NUMBER OF OPTIONAL
                                                                                       ADSS
                                                            TOTAL NUMBER OF           TO BE
                                                                  FIRM             PURCHASED IF
                                                                  ADSS            MAXIMUM OPTION
                                                            TO BE PURCHASED         EXERCISED
                                                            ---------------     ------------------
                                                                          
Underwriter
Goldman Sachs (Asia) L.L.C...............................         [o]                  [o]
Credit Suisse First Boston LLC...........................         [o]                  [o]
CIBC World Markets.......................................         [o]                  [o]
Piper Jaffray & Co. .....................................         [o]                  [o]
                                                              ----------            ---------
TOTAL....................................................     10,100,000            1,515,000
                                                              ==========            =========




                                   SCHEDULE II



                                                                                       NUMBER OF OPTIONAL
                                                                   TOTAL NUMBER OF           ADSS
                                                                         FIRM                TO BE
                                                                         ADSS           SOLD IF MAXIMUM
                                                                      TO BE SOLD        OPTION EXERCISED
                                                                   ---------------     ------------------
                                                                                 
The Company ...............................................           7,000,000              757,500

The Selling Shareholder(s):
   Jason Nanchun Jiang/JJ Media Investment Holding Ltd. ...          12,810,059              313,020
   CDH FM Limited .........................................           5,054,760              123,516
   UCI Entities ...........................................           3,653,297               89,269
   Victory Venture Capital Limited ........................           1,967,191               48,069
   SB China Holdings Pte. Ltd. ............................           1,819,714               44,466
   International Network Capital Global ...................           1,684,934               41,172
   Milestone Digital Media Holding Limited ................             898,049               21,944
   CMF Technology Fund I Ltd. .............................             842,447               20,586
   Venture TDF Technology Fund III L.P. ...................             842,447               20,586
   Snow Hill Developments Limited .........................             421,203               10,292
   Tong An Investment Co., Ltd. ...........................             242,467                5,925
   Li Lai Holding Ltd. and Elufar Ltd., jointly ...........             151,643                3,706
   Smart Create Group Limited .............................             151,643                3,706
   Powerful Team Energy Investments Ltd. ..................             139,026                3,397
   Elite Select Group Ltd. ................................             138,986                3,396
   East Concord Ltd. ......................................              91,067                2,225
   Meridian Pacific Angel Capital Co., Ltd. ...............              91,067                2,225
                                                                     ----------            ---------
TOTAL .....................................................          10,100,000            1,515,000
                                                                     ==========            =========




                                     ANNEX I

                      FORM OF DESCRIPTION OF COMFORT LETTER

Pursuant to Section 7(j) of the Underwriting Agreement, the accountants shall
furnish letters to the Underwriters to the effect that:

(i) They are independent certified public accountants with respect to the
Company and the Subsidiaries within the meaning of the Act and the applicable
published rules and regulations thereunder;

(ii) In their opinion, the financial statements and any supplementary financial
information and schedules (and, if applicable, financial forecasts and/or pro
forma financial information) examined by them and included in the Prospectus or
the Registration Statement comply as to form in all material respects with the
applicable accounting requirements of the Act and the related published rules
and regulations thereunder; and, if applicable, they have made a review in
accordance with standards established by the American Institute of Certified
Public Accountants of the unaudited consolidated interim financial statements,
selected financial data, pro forma financial information, financial forecasts
and/or condensed financial statements derived from audited financial statements
of the Company for the periods specified in such letter, as indicated in their
reports thereon, copies of which have been separately furnished to the
representatives of the Underwriters (the "Representative");

(iii) They have made a review in accordance with standards established by the
American Institute of Certified Public Accountants of the unaudited condensed
consolidated statements of income, consolidated balance sheets and consolidated
statements of cash flows included in the Prospectus as indicated in their
reports thereon copies of which have been separately furnished to the
Representative; and on the basis of specified procedures including inquiries of
officials of the Company who have responsibility for financial and accounting
matters regarding whether the unaudited condensed consolidated financial
statements referred to in paragraph (vi)(a)(i) below comply as to form in all
material respects with the applicable accounting requirements of the Act and the
related published rules and regulations, nothing came to their attention that
caused them to believe that the unaudited condensed consolidated financial
statements do not comply as to form in all material respects with the applicable
accounting requirements of the Act and the related published rules and
regulations;

(iv) They have compared the information in the Prospectus under selected
captions with the disclosure requirements of Regulation S-K and on the basis of
limited procedures specified in such letter nothing came to their attention as a
result of the foregoing procedures that caused them to believe that this
information does not conform in all material respects with the disclosure
requirements of Items 8 and 11 of Form 20-F and of Regulation S-K;

(v) On the basis of limited procedures, not constituting an examination in
accordance with generally accepted auditing standards, consisting of a reading
of the unaudited financial statements and other information referred to below, a
reading of the latest available interim financial statements of the Company and
its subsidiaries, inspection of the minute books of the Company and its
subsidiaries since the date of the latest audited financial statements included

                                      A-1


in the Prospectus, inquiries of officials of the Company and its subsidiaries
responsible for financial and accounting matters and such other inquiries and
procedures as may be specified in such letter, nothing came to their attention
that caused them to believe that:

      (a) (i) the unaudited consolidated statements of operations, consolidated
      balance sheets, consolidated statements of shareholders' equity and
      consolidated statements of cash flows included in the Prospectus do not
      comply as to form in all material respects with the applicable accounting
      requirements of the Act and the related published rules and regulations,
      or (ii) any material modifications should be made to the unaudited
      condensed consolidated statements of operations, consolidated balance
      sheets, consolidated statements of shareholders' equity and consolidated
      statements of cash flows included in the Prospectus for them to be in
      conformity with generally accepted accounting principles;

      (b) any other unaudited statement of operations data and balance sheet
      items included in the Prospectus do not agree with the corresponding items
      in the unaudited consolidated financial statements from which such data
      and items were derived, and any such unaudited data and items were not
      determined on a basis substantially consistent with the basis for the
      corresponding amounts in the audited consolidated financial statements
      included in the Prospectus;

      (c) the unaudited financial statements which were not included in the
      Prospectus but from which were derived any unaudited condensed financial
      statements referred to in clause (a) and any unaudited income statement
      data and balance sheet items included in the Prospectus and referred to in
      clause (b) were not determined on a basis substantially consistent with
      the basis for the audited consolidated financial statements included in
      the Prospectus;

      (d) any unaudited pro forma consolidated condensed financial statements
      included in the Prospectus do not comply as to form in all material
      respects with the applicable accounting requirements of the Act and the
      published rules and regulations thereunder or the pro forma adjustments
      have not been properly applied to the historical amounts in the
      compilation of those statements;

      (e) as of a specified date not more than five days prior to the date of
      such letter, there have been any changes in the consolidated capital stock
      (other than issuances of capital stock upon exercise of options and stock
      appreciation rights, upon earn-outs of performance shares and upon
      conversions of convertible securities, in each case which were outstanding
      on the date of the latest financial statements included in the Prospectus)
      or any increase in the consolidated long-term debt of the Company and its
      subsidiaries, or any decreases in consolidated net current assets or
      Shareholders' equity or other items specified by the Representative, or
      any increases in any items specified by the Representative, in each case
      as compared with amounts shown in the latest balance sheet included in the
      Prospectus, except in each case for changes, increases or decreases which
      the Prospectus discloses have occurred or may occur or which are described
      in such letter; and

                                      A-2


      (f) for the period from the date of the latest financial statements
      included in the Prospectus to the specified date referred to in clause (e)
      there were any decreases in consolidated net revenues or operating profit
      or the total or per share amounts of consolidated net income or other
      items specified by the Representatives, or any increases in any items
      specified by the Representatives, in each case as compared with the
      comparable period of the preceding year and with any other period of
      corresponding length specified by the Representatives, except in each case
      for decreases or increases which the Prospectus discloses have occurred or
      may occur or which are described in such letter; and

(vi) In addition to the examination referred to in their report(s) included in
the Prospectus and the limited procedures, inspection of minute books, inquiries
and other procedures referred to in paragraph (iii) above, they have carried out
certain specified procedures, not constituting an examination in accordance with
generally accepted auditing standards, with respect to certain amounts,
percentages and financial information specified by the Representative, which are
derived from the general accounting records of the Company and the Subsidiaries,
which appear in the Prospectus, or in Part II of, or in exhibits and schedules
to, the Registration Statement specified by the Representative, and have
compared certain of such amounts, percentages and financial information with the
accounting records of the Company and the Subsidiaries and have found them to be
in agreement.

                                      A-3


                                   ANNEX I(A)

          EXECUTED COMFORT LETTER DELIVERED PRIOR TO EXECUTION OF THIS
                                   AGREEMENT

[TO INSERT EXECUTED COMFORT LETTER DELIVERED PRIOR TO EXECUTION OF THIS
AGREEMENT]

                                      A-4


                                   ANNEX I(B)

      FORM OF COMFORT LETTER TO BE DELIVERED ON THE EFFECTIVE DATE OF ANY
        POST-EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT AND AS OF
                              EACH TIME OF DELIVERY

[TO INSERT FORM OF COMFORT LETTER TO BE DELIVERED ON THE EFFECTIVE DATE OF ANY
POST-EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT AND AS OF EACH TIME OF
DELIVERY]

                                      A-5


                                    ANNEX II

                      PARTIES TO EXECUTE LOCK-UP AGREEMENT

Jason Nanchun Jiang
Eric Rosenkranz
Jimmy Wei Yu
Fumin Zhuo
Neil Nanpeng Shen
Ted Tak Dee Sun
Shangzhi Wu
Joyce I-Yin Hsu
Daniel Mingdong Wu
Diana Congrong Chen
July Lilin Wang
Ergo Xueyuan Liu
Acer Jiawei Zhang
3i APTech Nominees Limited
3i Group plc
3i Nominees Limited
Capital International Private Equity IV, L.P.
CDH FM Limited
CGPE IV, L.P.
China Alliance Investment Limited
CMF Technology Fund I Ltd.
Draper Fisher Jurveston ePlanet Partners Fund, LLC
Draper Fisher Jurvetson ePlanet Ventures GmbH & Co. KG
Draper Fisher Jurvetson ePlanet Ventures L.P.
East Concord Limited
Elite Select Group Limited
Elufar Limited
Farmac Holdings Limited
GS Focus Holding Limited
Hannibal International Limited
International Network Capital Global Fund
International Network Capital Global Investment Limited (BVI)
JJ Media Investment Holding Limited
KTB/UCI China Ventures I Limited
Li Lai Holding Limited
Max Wealth Enterprises Limited
Meridian Pacific Angel Capital Co. Ltd.
Milestone Digital Media Holding Ltd.
Multimedia Park Venture Capital Limted
Powerful Team Energy Investments Limited
SB CHINA HOLDINGS PTE LTD
Shanghai Venture Capital (Hong Kong) Company Limited
Smart Create Group Limited

                                      A-6


Snow Hill Developments Limited
Springboard-Harper Technology Fund (Cayman) Ltd.
Springboard-Harper Technology Fund Ptd Ltd.
Tong An Investment Co. Ltd.
United Capital Investment China Venture II Limited
United China Investment Limited
Venture TDF Technology Fund III L.P.
Victory Venture Capital Limited

                                      A-7


                                    ANNEX III

                            FORM OF LOCK-UP AGREEMENT

Focus Media Holding Limited

Lock-up Agreement

_____________, 2005

Goldman Sachs (Asia) L.L.C.,
   68th Floor, Cheung Kong Center
     2 Queen's Road Central,
     Hong Kong.

Credit Suisse First Boston LLC,
   Eleven Madison Avenue,
     New York, New York  10010-3629.

  As representatives of the several Underwriters
    named in Schedule I to the Underwriting Agreement

Re: Focus Media Holding Limited -- Lock-up Agreement

Ladies and Gentlemen:

      The undersigned understands that you (the "Underwriter") propose to enter
into an underwriting agreement, dated as of ___, 2005 (the "Underwriting
Agreement") with Focus Media Holding Limited, a Cayman Islands company (the
"Company"), and those selling shareholders named in the Underwriting Agreement
(collectively, the "Selling Shareholders"), providing for a public offering of
American Depositary Shares ("ADSs") representing Ordinary Shares of the Company,
par value US$0.00005 per share (the "Ordinary Shares"), pursuant to a
Registration Statement on Form F-1 (File No. 333-125785) and a Registration
Statement on Form F-6 (File No. 333-126011) to be filed with the U.S. Securities
and Exchange Commission (the "SEC").

In consideration of the agreement by the Underwriter to offer and sell the ADSs,
and of other good and valuable consideration the receipt and sufficiency of
which is hereby acknowledged, the undersigned agrees that, without your prior
permission, during the period beginning from the date of the final Prospectus
covering the public offering of the ADSs (the "final Prospectus") and (I)
continuing to and including the date 180 days after the date of the final
Prospectus (the "initial Lock-up Period"), not to offer, sell, contract to sell,
pledge, grant any option to purchase, make any short sale or otherwise dispose
of: (A) any ADSs or Ordinary Shares or any securities of the Company represented
by the ADSs, or any securities of the Company substantially similar to the ADSs
or Ordinary Shares, including but not limited to any securities that are
convertible

                                      A-8


into or exchangeable for, or that represent the right to receive, ADSs or
Ordinary Shares or any such substantially similar securities; and (B) any shares
or equity interests in the Company's subsidiaries or controlled affiliates or
depositary shares or depositary receipts representing such shares or equity
interests, including but not limited to securities that are convertible into or
exchangeable for or that represent the right to receive such shares or equity
interests or such depositary shares or receipts, or any such substantially
similar securities, whether now owned or hereinafter acquired (of record,
beneficially or otherwise, including as a custodian) (the securities covered by
the foregoing clauses (A) and (B), collectively, are referred to as the "Lock-up
Securities"), and (II) from and after the expiration or termination of the
initial Lock-up Period and continuing to and including the first anniversary of
the date of the final Prospectus (the "second Lock-up Period", and together with
the initial Lock-up Period, the "Lock-up Period"), not to offer, sell, contract
to sell, pledge, grant any option to purchase, make any short sale or otherwise
dispose of, Lock-up Securities in an amount equal to more than fifty percent
(50%) of the Lock-up Securities held by the undersigned as of the date
immediately prior to the execution of the Underwriting Agreement, (which 50%
limitation shall apply to each class or series of Lock-up Security held by the
undersigned separately and, for avoidance of doubt, securities sold by the
undersigned as a selling shareholder in the public offering shall count as sales
of Lock-up Securities for purposes of the foregoing 50% limitation); except that
the foregoing restrictions in clauses (I) and (II) above shall not apply to (x)
the conversion or exchange of convertible or exchangeable securities outstanding
as of the date of this agreement for Ordinary Shares or ADSs of the Company or
(y) a bona fide gift by an individual to a donee or a transfer by an entity to
an affiliate that does not involve a disposition for value, provided that such
donee or affiliate agrees to be bound in writing by the restrictions set forth
herein until the expiration of the Lock-up Period; the Company announces that it
will release earnings results during the 15-day period following the last day of
the Lock-Up Period, then in each case the applicable Lock-Up Period will be
automatically extended until the expiration of the 18-day period beginning on
the date of release of the earnings results or the announcement of the material
news or material event, as applicable unless the representatives waive, in
writing, such extension. The Company will provide the representatives and any
co-managers and each holder of ADSs subject to the Lock-Up Period with prior
notice of any such announcement that gives rise to an extension of the Lock-Up
Period.

      The undersigned understands that the Company, the Selling Shareholders and
the Underwriter are relying upon this Lock-up Agreement in proceeding toward
consummation of the offering. The undersigned further understands that this
Lock-up Agreement is irrevocable and shall be binding upon the undersigned's
heirs, legal representatives, successors, and assigns.

      This Lock-up Agreement shall terminate upon the expiration of the Lock-up
Period or in the event that there is no delivery of, and payment for, the ADSs
pursuant to the Underwriting Agreement, upon three days' prior written notice of
such non-delivery and non-payment given by the undersigned to you.

                                        Very truly yours,

                                        _________________________________
                                        Exact Name of Shareholder

                                      A-9


                                        _________________________________
                                        Authorized Signature

                                        _________________________________
                                        Title

                                      A-10