ex10_1.htm


  
    Exhibit
10.1

     

    AMENDMENT
NO. 2

     

    TO
NOTE EXCHANGE AND OPTION AGREEMENT

    


     

    This
AMENDMENT NO. 1 to the NOTE EXCHANGE AND OPTION AGREEMENT is entered into as of
September 30, 2009 (this “Amendment”) by and among
KEYWIN HOLDINGS LIMITED, a British Virgin Islands company (“Keywin”), and NETWORK CN INC.,
a Delaware corporation (the “Company”).  Each of
the parties hereto are referred to as a “Party” and collectively as the
“Parties.”  Capitalized
terms used, but not otherwise defined, herein have the meanings ascribed to such
terms in the Original Agreement (as defined below).

     

    BACKGROUND

     

    The
Parties entered into a Note Exchange and Option Agreement, dated as of April 2,
2009, as amended by Amendment No. 1 to Note Exchange and Option Agreement, dated
as of July 1, 2009 (together, the “Original Agreement”), pursuant
to which the Company (a) issued 307,035,463 shares of its common stock, par
value $0.001 per share in exchange for certain notes payable by the Company held
by Keywin and (b) agreed to grant Keywin an option (the “Option”) to purchase from the
Company an aggregate of 122,814,185 shares of the Common Stock for an aggregate
purchase price of $2,000,000, exercisable within 6 months after April 2,
2009.  The Parties now desire to enter into this Amendment to modify
the terms of the Original Agreement as more specifically set forth
herein.

     

    AGREEMENT

     

    NOW,
THEREFORE, in consideration of the mutual promises of the Parties, and for good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:

     

    1.       
 Amendment to Exercise
Period: Subsection (a) of Section 2, of the Original Agreement is deleted
in its entirety and in lieu thereof the following provision is
inserted:

     

    (a)         
For a
nine (9) month period commencing on the Closing Date (the “Exercise Period”), the
Noteholder shall have the right to purchase from the Company an aggregate of
122,814,185 shares of the Common Stock for an aggregate purchase price of
$2,000,000 (the “Purchase
Price”).  The Option may be exercised by the Noteholder at any
time during the Exercise Period by giving written notice to the
Company.

    


    2.       
 Agreement.  In
all other respects, the Original Agreement shall remain in full force and
effect.

     

    3.       
 Counterparts.  This
Amendment may be executed in two or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the
date first above written.

     

    
      
        	 
      	
                NETWORK
      CN INC.

              
	 
      	 
      
	 
      	 
      
	 
      	
                By
      

              	/s/
      Godfrey Hui
	 
      	
                Name:
      Godfrey Hui

              
	 
      	
                Title:
      Director and Deputy CEO

              
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                KEYWIN
      HOLDINGS LIMITED

              
	 
      	 
      
	 
      	 
      
	 
      	
                By
      

              	/s/
      Earnest Leung
	 
      	
                Name:
      Earnest Leung

              
	 
      	
                Title:
      Director

              


      

    

     

     

     

     

    Amendment No. 2 Note
Exchange and Option Agreement