Business Cooperation Agreement - Shanghai Focus Media Advertisement Co. Ltd., Shanghai Focus Media Advertising Agency Co. Ltd. and Local Advertising Companies
Confidential Execution Copy
BUSINESS COOPERATION AGREEMENT
BY AND AMONG
SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD.
SHANGHAI FOCUS MEDIA ADVERTISING AGENCY CO., LTD.
AND
LOCAL ADVERTISING COMPANIES
(AS LISTED IN APPENDIX 1 HEREOF)
MARCH 28, 2005
<PAGE>
CONTENTS
Article 1 - Definition..................................................... 1
Article 2 - Development of Advertisement Fronts and Advertisement Sales.... 2
Article 3 - Advertisement Publicizing Fees................................. 3
Article 4 - Exclusivity.................................................... 3
Article 5 - Confidentiality................................................ 4
Article 6 - Undertakings and Guarantees.................................... 4
Article 7 - Agreement Term................................................. 5
Article 8 - Notice......................................................... 5
Article 9 - Default Liability.............................................. 5
Article 10 - Force Majeure................................................. 6
Article 11 - Miscellaneous................................................. 6
Execution Page............................................................. 9
Appendix 1 - AdCo Subsidiaries............................................. 12
Appendix 2 - Acknowledgement Letter........................................ 13
<PAGE>
BUSINESS COOPERATION AGREEMENT
THIS BUSINESS COOPERATION AGREEMENT (this "AGREEMENT") is entered into as of
March 8, 2005 in Shanghai, the People's Republic of China ("CHINA" or "PRC") by
and among the following five Parties:
(1) SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD., a company of limited
liabilities incorporated under the laws of China, with its legal address
at F, Room 1003, No. 1027, Changning Road, Changning District, Shanghai
("ADCO");
(2) SHANGHAI FOCUS MEDIA ADVERTISING AGENCY CO., LTD., a company of limited
liabilities incorporated under the laws of China, with its legal address
at Room A65, Floor 28, No. 369, Jiangsu Road, Changning District, Shanghai
("NEW ADCO"); and
(3) LOCAL ADVERTISING SUBSIDIARIES listed in Appendix 1 hereof (the "ADCO
SUBSIDIARIES").
(In this Agreement, AdCo, New AdCo and AdCo Subsidiaries shall hereinafter be
referred to as a "PARTY" individually, and collectively "PARTIES".)
WHEREAS:
(1) As a company specialized in LCD advertising business in buildings, AdCo
owns advertisement fronts and has already been granted necessary licenses
therefor.
(2) As a company specialized in advertisement agency business, New AdCo has
already been granted necessary licenses therefor.
(3) As advertisement companies established in various locations in China, AdCo
Subsidiaries own advertisement fronts in local buildings, and are entitled
to carrying on advertising business in their respective local places.
(4) The Parties wish to utilize their respective own resources to cooperate
among them in the various local building advertisement projects.
NOW, THEREFORE, after friendly consultations among them, the Parties hereby
agree as follows:
ARTICLE 1 - DEFINITION
1.1 Unless to be otherwise interpreted by the terms or in the context herein,
the following terms in this Agreement shall be interpreted to have the
following meanings:
"ADVERTISEMENT means AdCo and/or the AdCo Subsidiaries.
PUBLISHER"
Business Cooperation Agreement
1
<PAGE>
"TECHCO" means Focus Media Digital Information Technology (Shanghai)
Co., Ltd., a company of limited liabilities incorporated under
the laws of China, with its legal address at Room A72, Floor
28, No. 369, Jiangsu Road, Changning District, Shanghai.
"CF-CARD means the CF-card technology applicable to multi-media, which
TECHNOLOGY" is owned by TechCo.
"TECHNOLOGY means the Technology License and Service Agreement between
LICENSE AND TechCo and the Advertisement Publishers dated March 8, 2005.
SERVICE
AGREEMENT"
1.2 References in this Agreement to any laws and regulations (the "LAWS")
shall include reference (1) at the same time to the amendments, changes,
supplements and reformulations of such Laws, whether or not the
effectiveness of the same is prior to or after the execution of this
Agreement; and (2) at the same time to other decisions, notices and rules
formulated or becoming effective according to such Laws.
1.3 Unless otherwise specified in the context of this Agreement, the Article,
sub-article, section or paragraph mentioned herein shall refer to the
corresponding content in this Agreement accordingly.
ARTICLE 2 - DEVELOPMENT OF ADVERTISEMENT FRONTS AND ADVERTISEMENT SALES
2.1 Each of the Advertisement Publishers shall sign a series of lease
contracts for advertisement fronts in the local place where it is
domiciled for business operation purposes, as to own legally such local
advertisement fronts; during the term of this Agreement, each of the
Advertisement Publishers shall endeavors at its reasonable efforts to
maintain its currently available advertisement fronts in its local place,
and to develop new advertisement fronts actively, while to pay in a timely
manner the rent for the lease of such advertisement fronts.
2.2 New AdCo shall be responsible by itself for the development of its
advertisement customers and the advertisement sales, and shall entrust in
accordance with this Agreement the Advertisement Publishers to utilize
their advertisement fronts to publicize advertisements.
2.3 Each of the Advertisement Publishers shall be responsible, according to
the entrustment by New AdCo, for the publication of advertisements
required by New AdCo at their respective own local places, and shall agree
to guarantee to satisfy New AdCo in priority its requirements on timing
for such advertisements to be publicized; subject to no violation of the
preceding provision, each of the Advertisement Publishers may carry out by
itself businesses of advertising agency, designing, manufacturing and
publicizing.
Business Cooperation Agreement
2
<PAGE>
ARTICLE 3 - ADVERTISEMENT PUBLICIZING FEES
3.1 In consideration for the entrustment taken by the Advertisement Publishers
from New AdCo to provide the services of advertisement publicizing, New
AdCo shall pay to the relevant Advertisement Publishers on a monthly basis
the publicizing fees, the amount of which shall be calculated by
multiplying the relevant cost incurred by the Advertisement Publishers in
providing services to it by one hundred and twelve percent (112%).
(1) The cost incurred by the Advertisement Publishers in providing
services during the period from November 1, 2004 to December 31,
2004 shall include, but not be limited to, its actual operational
cost and the building rents payable for the advertisement fronts;
Specific amount is RMB10,194,679 for November 2004 and
RMB10,121,399.8 for December 2004;
(2) The cost incurred by the Advertisement Publishers in providing services as
of the date January 1, 2005 shall include, but not be limited to, its
actual operational cost, the building rents payable for the advertisement
fronts, the technology license and service fees payable for the CF-card
Technology licensed to them and for other relevant technical services
provided to them by TechCo pursuant to the Technology License and Service
Agreement, etc.
3.2 New AdCo shall pay, prior to the tenth day of the following month, to the
relevant Advertisement Publishers the fees payable for the current month
calculated according to the formula set out in Article 3.1 above.
3.3 New AdCo shall, in accordance with this Article, pay promptly the amounts
due and payable to the relevant Advertisement Publishers to the bank
account designated by such relevant Advertisement Publishers. In case that
the Advertisement Publishers are to change their bank accounts, the
Advertisement Publishers shall notify New AdCo thereof in writing seven
(7) working days in advance.
ARTICLE 4 - EXCLUSIVITY
4.1 Without the prior consent in writing by New AdCo, the Advertisement
Publishers may not cooperate with third parties in respect of issues
identical or similar to those hereunder.
4.2 New AdCo shall no longer cooperate with any other advertisement companies
at the local places of the Advertisement Publishers in respect of issues
of the same kind hereunder. However, this Article does not restrict New
AdCo from having cooperation with advertisement publishers in other
cities. Such new advertisement publishers may, through signing
Acknowledgement Letter in the form of Appendix 2 hereof, become a party
of this Agreement, to enjoy the same rights of the other Advertisement
Publishers and to assume the same obligations of the other Advertisement
Publishers. As the rights and obligations of the Advertisement Publishers
hereunder are severable and independent from each other's, such new
advertisement publishers will not, by their joining in this Agreement,
affect in any way the rights and obligations of the existing
Advertisement Publishers, with the joining-in
Business Cooperation Agreement
3
<PAGE>
of such new advertisement publishers only subject to the confirmation
thereof by New AdCo in signing an agreement among them. The Advertisement
Publishers agree hereby irrevocably and unconditionally to such
joining-in, and confirm further that any issue concerning the joining-in
of new advertisement publishers for business cooperation hereunder will
not be subject to the agreement of the existing Advertisement Publishers.
ARTICLE 5 - CONFIDENTIALITY
5.1 No matter if this Agreement is terminated or not, the Parties shall be
obliged to keep in strict confidence the commercial secret, proprietary
information and customer information in relation to other Parties and any
other non-open information of other Parties which they may become aware of
as the result of their performance hereof (collectively, "CONFIDENTIAL
INFORMATION"). Unless with prior consent of such other Parties in writing
or required to disclose to parties other than Parties hereof according to
relevant laws, regulations or listing rules, no Party shall disclose the
Confidential Information or any part thereof to any parties other than
Parties hereof; unless for the purpose of performance hereof, no Party
shall use directly or indirectly the Confidential Information or any part
thereof for any other purposes, or it shall bear the default liability and
indemnify the losses.
5.2 Upon termination of this Agreement, the Parties shall, upon demand by
other Parties providing the Confidential Information, return, destroy or
otherwise dispose of all the documents, materials or software containing
the Confidential Information and suspend using such Confidential
Information.
5.3 Notwithstanding any other provisions herein, the validity of this Article
shall not be affected by the suspension or termination of this Agreement.
ARTICLE 6 - UNDERTAKINGS AND GUARANTEES
AdCo, New AdCo and AdCo Subsidiaries hereby undertake and guarantee for each of
its own that:
6.1 it is a company of limited liabilities duly registered and legally
existing under the PRC laws with independent legal person status, and with
full and independent status and legal capacity to execute, deliver and
perform this Agreement, and may act independently as a subject of actions;
6.2 its has full internal power and authority within its company to execute
and deliver this Agreement and all the other documents to be entered into
by it in relation to the transaction referred to herein, and it has the
full power and authority to complete the transaction referred to herein.
This Agreement shall be executed and delivered by it legally and properly,
and constitutes the legal and binding obligations on it and is enforceable
on it in accordance with its terms and conditions;
6.3 it has all business licenses necessary for its business operations as of
the effective date of this Agreement, has full rights and qualifications
to engage in its currently engaged
Business Cooperation Agreement
4
<PAGE>
businesses, may perform its obligations hereunder, and will maintain,
during the valid term of this Agreement, the validity of all its such
business licenses; and
6.4 it shall inform promptly the other Parties of any litigations it is
involved in and other disadvantageous circumstances that may affect the
performance hereof, and shall endeavor at its best efforts to prevent the
deterioration of losses caused by such litigations or other
disadvantageous circumstances.
ARTICLE 7 - AGREEMENT TERM
7.1 The Parties hereby confirm that, once this Agreement is formally executed
by the Parties, this Agreement shall be retrospectively effective as far
as the date November 1, 2004; unless terminated earlier by the Parties in
writing, this Agreement shall be valid for a term of one (1) year from the
date November 1, 2004. Notwithstanding the provision in the preceding
sentence, as the rights and obligations of each of the Advertisement
Publishers hereunder are separate and independent from each other, upon
agreement in writing by New AdCo, this Agreement may be terminated only in
relation to any one of the Advertisement Publishers, with such termination
not subject to the agreement of the other Advertisement Publishers.
7.2 Upon termination of this Agreement, each Party shall continue to abide by
its obligations under Articles 3 and 5 hereunder.
ARTICLE 8 - NOTICE
8.1 Any notice, request, demand and other correspondences made as required by
or in accordance with this Agreement shall be made in writing and
delivered to the relevant Party.
8.2 The abovementioned notice or other correspondences shall be deemed to have
been delivered when it is transmitted if transmitted by facsimile or
telex; it shall be deemed to have been delivered when it is delivered if
delivered in person; it shall be deemed to have been delivered five (5)
days after posting the same if posted by mail.
ARTICLE 9 - DEFAULT LIABILITY
9.1 The Parties agree and confirm that, if any Party (the "DEFAULTING PARTY")
breaches substantially any of the agreements made under this Agreement, or
fails substantially to perform any of the obligations under this
Agreement, such a breach shall constitute a default under this Agreement
(a "DEFAULT"), then the non-defaulting Party whose interest is damaged
thereby shall have the right to require the Defaulting Party to rectify
such Default or take remedial measures within a reasonable period. If the
Defaulting Party fails to rectify such Default or take remedial measures
within such reasonable period or within ten (10) days of the
non-defaulting Party notifying the Defaulting Party in writing and
requiring it to rectify the Default, then the non-defaulting Party shall
have the right, at its own discretion, to (1) terminate this Agreement and
require the Defaulting Party to indemnify it fully for the damage; or (2)
demand the enforcement of
Business Cooperation Agreement
5
<PAGE>
the Defaulting Party's obligations hereunder and require the Defaulting
Party to indemnify it fully for the damage.
9.2 The Parties agree that any of the following events shall be deemed to have
constituted the Default:
(1) Any of AdCo, AdCo Subsidiaries or their respective shareholders
breaches any provisions of the Entrustment Agreement on
Shareholder's Voting Rights entered into by it with Focus Media
Technology (Shanghai) Co., Ltd. (a wholly foreign invested company
incorporated under the laws of China, with its legal address at E,
Room 1003, No. 1027, Changning Road, Changning District, Shanghai,
"FOCUS MEDIA") on March 28, 2005;
(2) any of AdCo, New AdCo, AdCo Subsidiaries or their respective
shareholders breaches any provisions of the Transfer Agreement on
Futures entered into by it with Focus Media on March 28, 2005;
(3) any of AdCo, New AdCo or AdCo Subsidiaries breaches any provisions
of the Trademark License Contract entered into by it with Focus
Media and TechCo on March 28, 2005; or
(4) Jason Nanchun Jiang and Jimmy Wei Yu, as shareholders of the
Advertisement Publishers, breach any provisions of the Loan
Agreement entered into by them respectively with Focus Media on
March 28, 2005.
9.3 Notwithstanding any other provisions herein, the validity of this Article
9 shall not be affected by the suspension or termination of this
Agreement.
ARTICLE 10 - FORCE MAJEURE
In the event of earthquake, typhoon, flood, fire, war, computer virus, loophole
in the design of tooling software, internet system encountering hacker's
invasion, change of policies or laws, and other unforeseeable or unpreventable
or unavoidable event of force majeure, which directly prevents a Party from
performing this Agreement or performing the same on the agreed condition, the
Party encountering such a force majeure event shall forthwith issue a notice by
a facsimile and, within thirty (30) days, present the documents proving the
details of such force majeure event and the reasons for which this Agreement is
unable to be performed or is required to be postponed in its performance, and
such proving documents shall be issued by the notarial office of the area where
such force majeure event takes place. The Parties shall consult each other and
decide whether this Agreement shall be waived in part or postponed in its
performance with regard to the extent of impact of such force majeure event on
the performance of this Agreement. No Party shall be liable to compensate for
the economic losses brought to the other Parties by the force majeure event.
ARTICLE 11 - MISCELLANEOUS
11.1 This Agreement shall be prepared in the Chinese language in eighteen (18)
original copies, with each involved Party holding one (1) copy hereof.
Business Cooperation Agreement
6
<PAGE>
11.2 The formation, validity, execution, amendment, interpretation and
termination of this Agreement shall be subject to the PRC Laws.
11.3 Any disputes arising hereunder and in connection herewith shall be settled
through consultations among the Parties, and if the Parties cannot reach
an agreement regarding such disputes within thirty (30) days of their
occurrence, such disputes shall be submitted to China International
Economic and Trade Arbitration Commission for arbitration in Shanghai in
accordance with the arbitration rules of such Commission, and the
arbitration award shall be final and binding on the Parties involved in
such dispute.
11.4 Any rights, powers and remedies empowered to any Party by any provisions
herein shall not preclude any other rights, powers and remedies enjoyed by
such Party in accordance with laws and other provisions under this
Agreement, and the exercise of its rights, powers and remedies by a Party
shall not preclude its exercise of its other rights, powers and remedies
by such Party.
11.5 Any failure or delay by a Party in exercising any of its rights, powers
and remedies hereunder or in accordance with laws (the "PARTY'S RIGHTS")
shall not lead to a waiver of such rights, and the waiver of any single or
partial exercise of the Party's Rights shall not preclude such Party from
exercising such rights in any other way and exercising the remaining part
of the Party's Rights.
11.6 The titles of the Articles contained herein shall be for reference only,
and in no circumstances shall such titles be used in or affect the
interpretation of the provisions hereof.
11.7 Each provision contained herein shall be severable and independent from
each of other provisions, and if at any time any one or more articles
herein become invalid, illegal or unenforceable, the validity, legality or
enforceability of the remaining provisions herein shall not be affected as
a result thereof.
11.8 Once executed, this Agreement shall replace any other legal documents
entered into by the relevant Parties hereof in respect of the same subject
matter hereof.
11.9 Any amendments or supplements to this Agreement shall be made in writing
and shall take effect only when properly signed by the Parties to this
Agreement.
11.10 No Party shall assign any of its rights and/or obligations hereunder to
any parties other than the Parties hereof without the prior written
consent from the other Parties.
11.11 This Agreement shall be binding on the legal successors of the Parties.
11.12 The rights and obligations of each of the Advertisement Publishers
hereunder are independent and severable from each other, and the
performance by any of the Advertisement Publishers of its obligations
hereunder shall not affect the performance by any other of the
Advertisement Publishers of their obligations hereunder.
Business Cooperation Agreement
7
<PAGE>
11.13 Each of the Parties undertakes to declare and pay respectively according
to the Laws any taxes in relation to the transaction hereunder.
[the remainder of this page is left blank]
Business Cooperation Agreement
8
<PAGE>
EXECUTION PAGE
IN WITNESS HEREOF, the Parties have caused this Business Cooperation Agreement
to be executed in Shanghai as of the date first hereinabove mentioned.
SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD. (Corporate Seal)
Signed by: /s/ Jason Nanchun Jiang
-----------------------
Name: Jason Nanchun Jiang
Position: Authorized Representative
SHANGHAI FOCUS MEDIA ADVERTISING AGENCY CO., LTD. (Corporate Seal)
Signed by: /s/ Jason Nanchun Jiang
-----------------------
Name: Jason Nanchun Jiang
Position: Authorized Representative
SICHUAN FOCUS MEDIA ADVERTISING AGENCY CO., LTD. (Corporate Seal)
Signed by: /s/ Jason Nanchun Jiang
-----------------------
Name: Jason Nanchun Jiang
Position: Authorized Representative
ZHEJIANG RUIHONG FOCUS MEDIA CULTURE COMMUNICATIONS CO., LTD. (Corporate Seal)
Signed by: /s/ Jason Nanchun Jiang
-----------------------
Name: Jason Nanchun Jiang
Position: Authorized Representative
CHONGQING GEYANG FOCUS MEDIA CULTURE COMMUNICATIONS CO., LTD. (Corporate Seal)
Signed by: /s/ Jason Nanchun Jiang
-----------------------
Name: Jason Nanchun Jiang
Position: Authorized Representative
CHANGSHA FOCUS MEDIA CENTURY ADVERTISING CO., LTD. (Corporate Seal)
Signed by: /s/ Du Kang
-----------
Name: Du Kang
Position: Authorized Representative
QINGDAO FOCUS MEDIA ADVERTISING AGENCY CO., LTD. (Corporate Seal)
Signed by: /s/ Zhang Junyan
----------------
Business Cooperation Agreement
9
<PAGE>
Name: Zhang Junyan
Position: Authorized Representative
DALIAN FOCUS MEDIA ADVERTISING AGENCY CO., LTD. (Corporate Seal)
Signed by: /s/ Xie Haobo
-------------
Name: Xie Haobo
Position: Authorized Representative
YUNNAN FOCUS MEDIA CO., LTD. (Corporate Seal)
Signed by: /s/ Jason Nanchun Jiang
-----------------------
Name: Jason Nanchun Jiang
Position: Authorized Representative
WUHAN GESHI FOCUS MEDIA ADVERTISING CO., LTD. (Corporate Seal)
Signed by: /s/ Jason Nanchun Jiang
-----------------------
Name: Jason Nanchun Jiang
Position: Authorized Representative
NANJING FOCUS MEDIA ADVERTISING AGENCY CO., LTD. (Corporate Seal)
Signed by: /s/ Jason Nanchun Jiang
-----------------------
Name: Jason Nanchun Jiang
Position: Authorized Representative
SHANGHAI QIANJIAN ADVERTISING CO., LTD. (Corporate Seal)
Signed by: /s/ Jason Nanchun Jiang
-----------------------
Name: Jason Nanchun Jiang
Position: Authorized Representative
ZHUHAI FOCUS MEDIA CULTURE COMMUNICATIONS CO., LTD. (Corporate Seal)
Signature by : /s/ Jason Nanchun Jiang
-----------------------
Name: Jason Nanchun Jiang
Position: Authorized Representative
TIANJIN FOCUS MEDIA TONGSHENG ADVERTISING CO., LTD. (Corporate Seal)
Signature by : /s/ Jason Nanchun Jiang
-----------------------
Business Cooperation Agreement
10
<PAGE>
Name: Jason Nanchun Jiang
Position: Authorized Representative
HEBEI TIANMA WEIYE ADVERTISING CO., LTD. (Corporate Seal)
Signature by : /s/ Jason Nanchun Jiang
-----------------------
Name: Jason Nanchun Jiang
Position: Authorized Representative
GUANGZHOU FUKE ADVERTISING CO., LTD. (Corporate Seal)
Signature by : /s/ Jason Nanchun Jiang
-----------------------
Name: Jason Nanchun Jiang
Position: Authorized Representative
XIAMEN FOCUS MEDIA ADVERTISING CO., LTD. (Corporate Seal)
Signature by : /s/ Jason Nanchun Jiang
-----------------------
Name: Jason Nanchun Jiang
Position: Authorized Representative
XI'AN FOCUS MEDIA INFORMATION COMMUNICATION CO., LTD. (Corporate Seal)
Signature by : /s/ Junrong Zhang
-----------------
Name: Junrong Zhang
Position: Authorized Representative
Business Cooperation Agreement
11
<PAGE>
APPENDIX 1 - ADCO SUBSIDIARIES
COMPANY NAME ADDRESS
----------------------------------------------- -----------------------------------------------------------
Sichuan Focus Media Advertising Agency Co., 1-1-6-603, No. 151 Kehua Road (N), Wuhou District, Chengdu
Ltd.
Zhejiang Ruihong Focus Media Culture Room 909, Building C, Hualong Century Plaza, No. 18 Hangda
Communications Co., Ltd. Road
Chongqing Geyang Focus Media Culture Room 25-3, Building A, Shidai Garden, No. 3 Qingnian Road,
Communications Co., Ltd. Yuzhong District, Chongqing
Changsha Focus Media Century Advertising Co., New Century City, No. 692 Furong Road (M), Changsha
Ltd.
Qingdao Focus Media Advertising Agency Co., Room 5, Floor 12, Building 1, No. 37 Donghai Road, Shinan
Ltd. District, Qingdao
Dalian Focus Media Advertising Agency Co., Ltd. Room 1309, Hongfu Building, No. 45 Shanghai Road, Zhongshan
District, Dalian
Yunnan Focus Media Co., Ltd. Floor 17, Dade Building, Jinbi Road, Kunming
Wuhan Geshi Focus Media Advertising Co., Ltd. Room 1602, Building AI, Apartment Building, Wuhan Plaza, No.
688 Jiafang Avenue, Wuhan
Nanjing Focus Media Advertising Agency Co., Floor 16, Insurance Mansion, Nanjing
Ltd.
Shanghai Qianjian Advertising Co., Ltd. Room 802, No. 706 Huashan Road, Gaoqiao Town, Pudong New
District
Zhuhai Focus Media Culture Communication Co., Room 801 Floor 8 Post Tower No. 1072 Xiangzhou Fenghuang
Ltd. Road, Zhuhai
Tianjin Focus Media Tongshen Advertisement Room 6-4-301 Xinda Gardern Baiti Road Nankai District
Co., Ltd. Tianjin
Hebei Tianma Weiye Advertising Co., Ltd. Room 1708 Taihe Tower No. 19 Shibeixiao Street, Shijiazhuang
Guangzhou Fuke Advertising Co., Ltd. Room 01 Floor 29 Youyage Tianyu Gardern No. 158 Middle Linhe
Road, Guangzhou
Xiamen Focus Media Advertising Co., Ltd. Room 13D Guomao Tower South Hubin Road
Xi'an Focus Media Culture Communication Co., Roon 1810 No. 42 Gaoxin Road Gaoxin District, Xi'an
Ltd.
Business Cooperation Agreement
12
<PAGE>
APPENDIX 2 - ACKNOWLEDGEMENT LETTER
[ ] CO., LTD. (with its registered address at [ ], the "NEW PARTY") agrees
hereby to join in as an independent contractor the Business Cooperation
Agreement entered into by Shanghai Focus Media Advertisement Co., Ltd., Shanghai
Focus Media Advertising Agency Co., Ltd. and other parties thereto on [ ], 2005,
as to become one of the companies defined as "AdCo Subsidiaries" therein to
carry out cooperative issues with Shanghai Focus Media Advertising Agency Co.,
Ltd. under that agreement. Having signed this Acknowledgement Letter, the New
Party is deemed to have made the same undertakings and guarantees as have been
made by the AdCo Subsidiaries under the Business Cooperation Agreement, and it
further agrees to perform the obligations to be performed by the AdCo
Subsidiaries under the Business Cooperation Agreement, and recognizes the rights
and obligations of all the parties under the Business Cooperation Agreement. As
for the New Party, the cooperation under that agreement shall begin on the date
upon which this Acknowledgement Letter is executed by the New Party and Shanghai
Focus Media Advertising Agency Co., Ltd..
NEW PARTY (Corporate Seal)
Signed by: ______________
Name:
Position: Authorized Representative
SHANGHAI FOCUS MEDIA ADVERTISING AGENCY CO., LTD. (Corporate Seal)
Signed by: ______________
Name:
Position: Authorized Representative
Business Cooperation Agreement
13