EXHIBIT 10.2
Confidential Execution Copy
TECHNOLOGY LICENSE AND SERVICE AGREEMENT
BY AND AMONG
FOCUS MEDIA DIGITAL INFORMATION TECHNOLOGY (SHANGHAI)
CO., LTD.
SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD.
AND
LOCAL ADVERTISING COMPANIES
(AS LISTED IN APPENDIX 1 HEREOF)
MARCH 28, 2005
CONTENTS
Article 1 - Definition........................................... 1
Article 2 - Licenses and Services by TechCo...................... 2
Article 3 - Technology License and Service Fees.................. 3
Article 4 - Exclusivity.......................................... 4
Article 5 - Intellectual Property................................ 4
Article 6 - Confidentiality...................................... 4
Article 7 - Undertakings and Guarantees.......................... 5
Article 8 - Agreement Term....................................... 5
Article 9 - Notice............................................... 6
Article 10 - Default Liability................................... 6
Article 11 - Force Majeure....................................... 7
Article 12 - Miscellaneous....................................... 8
Execution Page................................................... 10
Appendix 1 - AdCo Subsidiaries................................... 13
Appendix 2 - Acknowledgement Letter.............................. 14
TECHNOLOGY LICENSE AND SERVICE AGREEMENT
THIS TECHNOLOGY LICENSE AND SERVICE AGREEMENT (this "AGREEMENT") is entered into
as of March 28, 2005 in Shanghai, the People's Republic of China ("CHINA" or
"PRC") by and among the following five Parties:
(1) FOCUS MEDIA DIGITAL INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD., a company
of limited liabilities incorporated under the laws of China, with its
legal address at ▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇.▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ("TECHCO");
(2) 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, ▇▇.▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
("ADCO"); and
(3) LOCAL ADVERTISING SUBSIDIARIES listed in Appendix 1 hereof (the "ADCO
SUBSIDIARIES").
(In this Agreement, TechCo, AdCo and AdCo Subsidiaries shall hereinafter be
referred to as a "PARTY" individually, and collectively "PARTIES".)
WHEREAS:
(1) TechCo is a technology company, which owns the technology of multi-media
with CF-card applicable to LCD advertisement business.
(2) As a company specialized in LCD advertising business in buildings, AdCo
owns advertisement fronts and 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) In order to utilize their respective own resources to cooperate among them
in the various local building advertisement projects, TechCo agrees to
provide to AdCo and AdCo Subsidiaries, and AdCo and AdCo Subsidiaries
agree to accept from TechCo, certain specific licenses and services in
relation to the CF-card Technology.
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:
"CF-CARD means the CF-card technology applicable
TECHNOLOGY" to multi-media, which is owned by TechCo.
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1
"OLD ADVERTISING MACHINE" means the DVD LCD integrated advertisement machine
with the patent and related technologies for the
digital multi-functional integrated disk for
synchronous LCD displaying devices, but not with the
CF-card Technology, which is used by AdCo and AdCo
Subsidiaries currently in their advertising business
activities.
"COMPUTERIZED ADVERTISING means the wireless LCD computerized advertising
MACHINE" machine with the CF-card Technology, which is
refitted or provided by TechCo in accordance with
this Agreement.
"ADVERTISING MACHINE" means the Old Advertising Machine and Computerized
Advertising Machine.
"TECHNOLOGY LICENSE means the compensation for fixed assets depreciation
AND SERVICE FEES" and fees for provision of technology license and
services charged by TechCo hereunder.
"ADVERTISEMENT PUBLISHER" means AdCo and/or the AdCo Subsidiaries.
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 - LICENSES AND SERVICES BY TECHCO
2.1 TechCo agrees to provide the Advertisement Publishers with such technology
license and services as follows:
(1) to grant the license for the Advertisement Publishers to use the
CF-card Technology in their advertising business operations, for
their advertisement productions, sales and publications;
(2) to be responsible for the overall upgrading of the Old Advertising
Machines currently used by the Advertisement Publishers to the
Computerized Advertising Machines;
(3) to provide the Advertisement Publishers with Computerized
Advertising Machines, which shall be installed at the advertisement
fronts newly developed by the Advertisement Publishers;
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(4) to provide installation, commissioning, maintenance and other
relevant technical follow-up support services in respect of the
aforementioned refitted Old Advertising Machines and the
Computerized Advertising Machines; and
(5) for the purpose of providing the aforementioned services, to provide
the Advertisement Publishers with the training of and guidance to
their technicians for daily business operations.
2.2 Except those the ownership of which belongs to the Advertisement
Publishers as of the date October 31, 2004, all other Advertisement
Machines refitted or provided by TechCo hereunder shall belong, in terms
of ownership, to TechCo, while the Advertisement Publishers shall only
have the right to use the same during the valid term of this Agreement.
ARTICLE 3 - TECHNOLOGY LICENSE AND SERVICE FEES
3.1 The Technology License and Service Fees to be charged by TechCo for its
provision of technology license and services hereunder shall be as
follows:
(1) According to the forecasts by the Parties, the Technology License
and Service Fees to be paid by the Advertisement Publishers for
their use of the CF-card Technology during the period November 2004
to December 2005 shall be Renminbi two hundred sixteen million
(RMB216,000,000), which shall be paid by the Advertisement
Publishers in fourteen (14) installments, i.e. for the period from
November 2004 to December 2005, an amount of Renminbi fifteen
million four hundred thirty thousand (RMB15,430,000) is payable for
each month thereof.
(2) For each accounting year since 2006, the Parties shall complete,
prior to December 31 of the preceding accounting year, their budget
according to the actual situation at that time, as to determine in
advance the amount of fixed Technology License and Service Fees to
be paid by the Advertisement Publishers to TechCo according to this
Agreement in that accounting year, which shall be prorated to each
month for payment.
(3) The amount of Technology License and Service Fees agreed in (1) and
(2) above shall be shared among the Advertisement Publishers pro
rata on a monthly basis according to their actual incomes from
advertisement publications in the current month.
3.2 Upon written agreement between TechCo and the Advertisement Publishers,
the fees agreed in Article 3.1 or their calculation percentage may be
adjusted according to the circumstances in the actual performance, with
particulars thereof to be stipulated in separate supplementary agreements
to be entered into between the two Parties as an appendix hereto.
3.3 The Advertisement Publishers shall, in accordance with this Article 3, pay
promptly the amounts due and payable to TechCo to the bank account
designated by TechCo. In case that TechCo is to change its bank account,
TechCo shall notify the Advertisement Publishers thereof in writing seven
(7) working days in advance.
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ARTICLE 4 - EXCLUSIVITY
4.1 Without the prior consent in writing by TechCo, none of the Advertisement
Publishers may accept any technical services from any other third parties.
4.2 TechCo shall no longer provide any other advertisement companies at the
local places of the Advertisement Publishers with technical services
similar to those hereunder. However, this Article does not restrict TechCo
from providing such similar technical services to 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; provided that such new advertisement publishers shall perform,
starting from the date of execution of the Acknowledgement Letter, the
payment obligations hereunder of the Technology License and Service Fees.
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 of such new advertisement publishers only subject to the
confirmation thereof by TechCo 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 - INTELLECTUAL PROPERTY
5.1 The rights of intellectual property concerning the work product created
during the process of services provision by TechCo hereunder shall belong
to TechCo.
5.2 For the purpose of performance hereof, the Advertisement Publishers may
use the CF-card Technology according to this Agreement. However, nothing
in this Agreement grants any Advertisement Publisher to use the CF-card
Technology otherwise, including but not limited to sub-licensing and
further licensing the same.
5.3 During the valid term of this Agreement, if TechCo develops any new
technology that may be used in the daily advertisement business or
management of the Advertisement Publishers, or provides the Advertisement
Publishers with other services not included herein at their request, the
Parties agree to cooperate with each other thereon in the way, in
priority, agreed herein or in the way most similar to that agreed herein,
with necessary adjustments to be made to the Technology License and
Service Fee payment percentage agreed in Article 3.
ARTICLE 6 - CONFIDENTIALITY
6.1 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
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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.
6.2 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.
6.3 Notwithstanding any other provisions herein, the validity of this Article
shall not be affected by the suspension or termination of this Agreement.
ARTICLE 7 - UNDERTAKINGS AND GUARANTEES
TechCo, AdCo and AdCo Subsidiaries hereby undertake and guarantee for each of
its own that:
7.1 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;
7.2 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;
7.3 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 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
7.4 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 8 - AGREEMENT TERM
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8.1 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 ten (10) years
starting 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 TechCo, 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.
8.2 The Parties hereby confirm that, from the year 2006 onward, the amount of
the Technology License and Service Fees shall be negotiated on January 1
each year, with any adjustment thereto (if any) to be made in writing as
an appendix hereto.
8.3 Upon termination of this Agreement, each Party shall continue to abide by
its obligations under Articles 3 and 6 hereunder.
ARTICLE 9 - NOTICE
9.1 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.
9.2 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 10 - DEFAULT LIABILITY
10.1 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 the Defaulting Party's obligations hereunder and
require the Defaulting Party to indemnify it fully for the damage.
10.2 The Parties agree that any of the following events shall be deemed to have
constituted the Default:
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(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, ▇▇.▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇,
"FOCUS MEDIA") on March 28, 2005;
(2) any of 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) ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇ ▇▇, as individual shareholders of
the Advertisement Publishers, breach any provisions of the Loan
Agreement entered into by them respectively with Focus Media on
March 28, 2005; or
(4) any of 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.
10.3 The Parties agree and confirm that under no circumstances shall AdCo and
AdCo Subsidiaries be able to demand termination of this Agreement for
whatever reason, unless the Laws or this Agreement provides for otherwise
10.4 Notwithstanding any other provisions herein, the validity of this Article
10 shall not be affected by the suspension or termination of this
Agreement.
ARTICLE 11 - 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.
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ARTICLE 12 - MISCELLANEOUS
12.1 This Agreement shall be prepared in the Chinese language in eighteen (18)
original copies, with each involved Party holding one (1) copy hereof.
12.2 The formation, validity, execution, amendment, interpretation and
termination of this Agreement shall be subject to the PRC Laws.
12.3 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.
12.4 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.
12.5 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.
12.6 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.
12.7 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.
12.8 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.
12.9 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.
12.10 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.
12.11 This Agreement shall be binding on the legal successors of the Parties.
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12.12 The rights and obligations of each of the AdCo Subsidiaries hereunder are
independent and severable from each other, and the performance by any of
the AdCo Subsidiaries of its obligations hereunder shall not affect the
performance by any other of the AdCo Subsidiaries of their obligations
hereunder.
12.13 Each of the Parties undertakes to declare and pay respectively according
to the Laws any taxes in relation to the transaction hereunder.
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Technology License and Service Agreement
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EXECUTION PAGE
IN WITNESS HEREOF, the Parties have caused this Technology License and Service
Agreement to be executed in Shanghai as of the date first hereinabove mentioned.
FOCUS MEDIA DIGITAL INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD. (Corporate Seal)
Signed by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD. (Corporate Seal)
Signed by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
SICHUAN FOCUS MEDIA ADVERTISING AGENCY CO., LTD. (Corporate Seal)
Signed by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
ZHEJIANG RUIHONG FOCUS MEDIA CULTURE COMMUNICATIONS CO., LTD. (Corporate Seal)
Signed by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
CHONGQING GEYANG FOCUS MEDIA CULTURE COMMUNICATIONS CO., LTD. (Corporate Seal)
Signed by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
CHANGSHA FOCUS MEDIA CENTURY ADVERTISING CO., LTD. (Corporate Seal)
Signed by: /s/ Du Kang
-------------------------
Name: Du Kang
Position: Authorized Representative
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QINGDAO FOCUS MEDIA ADVERTISING AGENCY CO., LTD. (Corporate Seal)
Signed by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Position: Authorized Representative
DALIAN FOCUS MEDIA ADVERTISING AGENCY CO., LTD. (Corporate Seal)
Signed by: /s/ ▇▇▇ ▇▇▇▇▇
-----------------------
Name: ▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
YUNNAN FOCUS MEDIA CO., LTD. (Corporate Seal)
Signed by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
WUHAN GESHI FOCUS MEDIA ADVERTISING CO., LTD. (Corporate Seal)
Signed by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
NANJING FOCUS MEDIA ADVERTISING AGENCY CO., LTD. (Corporate Seal)
Signed by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
SHANGHAI QIANJIAN ADVERTISING CO., LTD. (Corporate Seal)
Signed by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
ZHUHAI FOCUS MEDIA CULTURE COMMUNICATIONS CO., LTD. (Corporate Seal)
Signature by : /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
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11
TIANJIN FOCUS MEDIA TONGSHENG ADVERTISING CO., LTD. (Corporate Seal)
Signature by : /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
HEBEI TIANMA WEIYE ADVERTISING CO., LTD. (Corporate Seal)
Signature by : /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
GUANGZHOU FUKE ADVERTISING CO., LTD. (Corporate Seal)
Signature by : /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
XIAMEN FOCUS MEDIA ADVERTISING CO., LTD. (Corporate Seal)
Signature by : /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
XI'AN FOCUS MEDIA INFORMATION COMMUNICATION CO., LTD. (Corporate Seal)
Signature by : /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
---------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
Technology License and Service Agreement
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APPENDIX 1 - ADCO SUBSIDIARIES
COMPANY NAME ADDRESS
------------ -------
Sichuan Focus Media Advertising Agency Co., 1-1-6-603, ▇▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ (▇), ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
Ltd.
Zhejiang Ruihong Focus Media Culture ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇ Hangda
Communications Co., Ltd. Road
Chongqing Geyang Focus Media Culture ▇▇▇▇ ▇▇-▇, ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇ 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., ▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇, ▇▇. ▇▇ ▇▇▇▇▇▇▇ Road, Shinan
Ltd. District, Qingdao
Dalian Focus Media Advertising Agency Co., Ltd. ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇. ▇▇ Shanghai Road, Zhongshan
District, Dalian
Yunnan Focus Media Co., Ltd. Floor 17, Dade Building, Jinbi Road, Kunming
Wuhan Geshi Focus Media Advertising Co., Ltd. ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ Plaza, No.
688 Jiafang Avenue, Wuhan
Nanjing Focus Media Advertising Agency Co., Floor 16, Insurance Mansion, Nanjing
Ltd.
Shanghai Qianjian Advertising Co., Ltd. ▇▇▇▇ ▇▇▇, ▇▇. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ New
District
Zhuhai Focus Media Culture Communication Co., ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇ 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. ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇ Youyage Tianyu Gardern No.158 Middle Linhe
Road, Guangzhou
Xiamen Focus Media Advertising Co., Ltd. Room ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
Xi'an Focus Media Culture Communication Co., Roon 1810 ▇▇. ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇'▇▇
Ltd.
Technology License and Service Agreement
13
APPENDIX 2 - ACKNOWLEDGEMENT LETTER
[ ] CO., LTD. (with its registered address at [ ], the "NEW PARTY") agrees
hereby to join in as an independent contractor the Technology License and
Service Agreement entered into by Focus Media Digital Information Technology
(Shanghai) Co., Ltd., Shanghai Focus Media Advertisement 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 Focus Media Digital
Information Technology (Shanghai) Co., Ltd., and Shanghai Focus Media
Advertisement 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 Technology
License and Service Agreement, and it further agrees to perform the obligations
to be performed by the AdCo Subsidiaries under the Technology License and
Service Agreement, and recognizes the rights and obligations of all the parties
under the Technology License and Service 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 Focus Media Digital
Information Technology (Shanghai) Co., Ltd..
NEW PARTY (Corporate Seal)
Signed by: ______________
Name:
Position: Authorized Representative
FOCUS MEDIA DIGITAL INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD. (Corporate Seal)
Signed by: ______________
Name:
Position: Authorized Representative
Technology License and Service Agreement
14