ex10_2.htm


  
    Exhibit
      10.2

    NOTE
      AND WARRANT PURCHASE AGREEMENT

    


               This
      NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement’) is made as of November
      12, 2007 by and between Network CN Inc., a Delaware corporation (the “Company”),
      and Wei An Developments Limited (the “Investor”).

    


    RECITALS

    


               A.           The
      Company is currently in need of funds to help finance its
      operations.

    


               B.           The
      Investor is willing to advance funds to the Company in exchange for the issuance
      to them of (i) certain convertible promissory notes evidencing the Company’s
      obligation to repay the Investor’s loan of the advanced funds and (ii) certain
      warrants to purchase shares of the Company’s common stock, all as provided in
      this Agreement.

    


               NOW
      THEREFORE, the parties hereby agree as follows:

    


               1.           PURCHASE
      AND SALE OF NOTES AND WARRANTS.

    


               1.1           Note
      Purchase. Subject to the terms and conditions of this Agreement,
      the Company agrees to sell to the Investor, and the Investor agrees to purchase
      from the Company, a Convertible Promissory Note in the form attached to this
      Agreement as Exhibit A (the “Note”) in the
      principal amount (the “Principal Amount”) of
      $5,000,000.

    


               1.2           Warrant
      Issuance. Subject to the terms and conditions of this Agreement and
      in consideration of Investor’s commitment to advance up to the Principal Amount
      of $5,000,000, the Company further agrees to issue to the Investor a warrant
      to
      purchase up to 250,000 shares of the Company’s common stock, par value $0.001
      per share (“Warrant Stock”) in the form attached
      hereto as Exhibit B
      (the“Warrant”).

    


               2.           CLOSING.

    


    The
      purchase and sale of the Notes and the Warrants will take place at the offices
      of Crone Rozynko LLP, 101 Montgomery Street, San Francisco, CA 94104, at 5:00
      p.m. pacific time, on November 12, 2007, or at such other time and place as
      the
      Company and the Investor mutually agree upon (which time and place are referred
      to as the “Closing”). At the Closing, the Investor will deliver to the Company
      payment in full for the Note and the Warrant at the Closing by (i) a check
      payable to the Company’s order. (ii) wire transfer of funds to the Company or
      (iii) any combination of the foregoing. At the Closing, the Company will deliver
      to the Investor a duly executed Note in the Principal Amount and a duly executed
      Warrant.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


               3.           REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY.

    


    The
      Company hereby represents and warrants to the Investor that the statements
      in
      the following paragraphs of this Section 3 are all true and complete as
      of immediately prior to the closing:

    


    3.1          Organization,
      Good Standing, and Qualification. The Company is a
      corporation duly organized, validly existing and in good standing under the
      laws
      of the State of Delaware and has all requisite corporate power and authority
      to
      carry on its business as now conducted and as proposed to be conducted. The
      Company is duly qualified to transact business and is in good standing in each
      jurisdiction in which the failure so to qualify would have a material adverse
      effect on its business or properties. The Company has all requisite corporate
      power and authority to own its properties, to carry on its business as now
      conducted, and to enter into and perform its obligations under this Agreement
      and the agreements and instruments contemplated by it.

    


    3.2          Capitalization.  The
      authorized capitalization of the Company immediately prior to the Closing is
      as
      follows:

    


    (a)           Common
      Stock.  800,000,000 shares of Common Stock (the
      “Common Stock”), 69,151,608 of which were issued and outstanding. The Company
      has reserved (i) 2,083,333 shares of Common Stock for issuance upon conversion
      of the Notes and (ii) 250,000 shares of Common Stock for issuance upon exercise
      of the Warrants.

    


    (b)           Preferred
      Stock.  5,000,000 shares of Preferred Stock and none of which were
      issued and outstanding.

    


    3.3           Authorization.           All
      corporate actions on the part of the Company necessary for the authorization,
      execution and delivery of this Agreement, and the performance of all obligations
      of the Company hereunder, and the authorization, issuance and delivery of the
      Note and Warrant has been taken or will be taken prior to the relevant Closing.
      This Agreement, the Notes and the Warrant, when executed and delivered by the
      Company, shall constitute valid and legally binding obligations of the Company,
      enforceable in accordance with their terms, except (i) as limited by applicable
      bankruptcy, insolvency, reorganization, moratorium, and other laws of general
      application affecting enforcement of creditors’ rights generally, and (ii) as
      limited by laws relating to the availability of specific performance, injunctive
      relief, or other equitable remedies

    


    3.4           Valid
      Issuance.

    


               The
      Note, the shares of Common Stock issued upon conversion of the Note, the Warrant
      and the Common Stock issued upon the exercise thereof, when issued, sold, and
      delivered in accordance with the terms of the Note and the Warrant, will be
      duly
      and
      validly issued, fully paid and non-assessable and, based in part upon the
      representations of the Investor in this Agreement, will be issued in compliance
      with all applicable federal and state securities laws.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    3.5          Compliance
      with Other Instruments. The Company is not in violation or default
      of any provisions of any instrument, judgment, order, writ, decree or contract
      to which it is a party or by which it is bound. The execution, delivery and
      performance of the Agreement, the consummation of the transactions contemplated
      hereby and the authorization, issuance and delivery of the Note and the Warrant
      will not result in any such violation or be in conflict with or constitute,
      with
      or without the passage of time and giving of notice, either a default under
      any
      such provision, instrument, judgment, order, writ, decree or contract, or an
      event which results in the creation of any lien, charge or encumbrance upon
      any
      assets of the Company.

    


    4.          REPRESENTATIONS,
      WARRANTIES AND CERTAIN AGREEMENTS OF
      INVESTOR.  In connection with the
      transactions provided for herein, the Investor hereby represents and warrants
      to
      the Company that:

    


     4.1           Authorization.
      This Agreement constitutes such Investor’s valid and legally binding obligation,
      enforceable in accordance with its terms, except (i) as limited by applicable
      bankruptcy, insolvency, reorganization, moratorium and other laws of general
      application affecting enforcement of creditors’ rights generally, and (ii) as
      limited by laws relating to the availability of specific performance, injunctive
      relief or other equitable remedies.

    


                         4.2           Purchase
      Entirely for Own Account. Such Investor acknowledges that this
      Agreement is made with such Investor in reliance upon such Investor’s
      representation to the Company that the securities will be acquired for
      investment for such Investor’s own account, not as a nominee or agent, and not
      with a view to the resale or distribution of any part thereof, and that such
      Investor has no present intention of selling, granting any participation in,
      or
      otherwise distributing the same. By executing this Agreement, such Investor
      further represents that such Investor does not have any contract, undertaking,
      agreement or arrangement with any person to sell, transfer or grant
      participation to such person or to any third person, with respect to the
      securities. Such Investor represents that it has full power and authority to
      enter into this Agreement.

    


                         4.3           Disclosure
      of Information. Such Investor acknowledges that it has received all
      the information it considers necessary or appropriate for deciding whether
      to
      acquire the securities. Such Investor further represents that it has had an
      opportunity to ask questions and receive answers from the Company regarding
      the
      terms and conditions of the offering of the securities.

    


                         4.4           Investment
      Experience. Such Investor is an investor in securities of companies
      in the development stage and acknowledges that it is able to fend for itself,
      can bear the economic risk of its investment and has such knowledge and
      experience in financial
      or business matters that it is capable of evaluating the merits and risks of
      the
      investment in the securities. If other than an individual, such Investor also
      represents it has not been organized solely for the purpose of acquiring the
      securities.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      


                           4.5           Accredited
        Investor.  Such Investor is an “accredited investor”
within the meaning of Rule 501 of Regulation D of the Securities
        and Exchange
        Commission (“SEC”), as presently in
        effect,.

    

    
      


                           4.6            Restricted
        Securities. Such Investor understands that the securities are
        characterized as “restricted securities” under the
        federal securities laws inasmuch as they are being acquired from the Company
        in
        a transaction not involving a public offering and that under such laws and
        applicable regulations such securities may be resold without registration
        under
        the Securities Act of 1933, as amended (the “Act”),
        only in certain limited circumstances. Such Investor represents that it is
        familiar with SEC Rule 144, as presently in effect, and understands the resale
        limitations imposed thereby and by the Act.

    

    
      


                           4.7           Further
        Limitations on Disposition.  Without in any way limiting
        the representations set forth above, such Investor further agrees not to
        make
        any disposition of all or any portion of the securities unless and until
        the
        transferee has agreed in writing for the benefit of the Company to be bound
        by
        this Section 4 and:

    

    


    (a)
      There
      is then in effect a Registration Statement under the Act covering such proposed
      disposition and such disposition is made in accordance with such Registration
      Statement; or

    


    (b)
      Investor shall have notified the Company of the proposed disposition and shall
      have furnished the Company with a detailed statement of the circumstances
      surrounding the proposed disposition, and (ii) if requested by the Company,
      the
      Investor shall have furnished the Company with an opinion of counsel,
      satisfactory to the Company, that such disposition will not require registration
      of such shares under the Act.

    
      


                           4.8           Legends.
        It is understood that the securities may bear the following legends in addition
        to any legends required by the laws of any State in which such securities
        are
        issued:

    

    


    “THESE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE,
      PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT
      PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
      THE
      SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL SATISFACTORY
      TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED
      UNDER SUCH ACT.”

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “THESE
      SECURITIES ARE SUBJECT TO THE TERMS OF ONE OR MORE AGREEMENTS
      BY AND AMONG THE COMPANY AND CERTAIN HOLDERS
      OF THE COMPANY’S SECURITIES. COPIES OF SUCH AGREEMENTS
      MAY BE OBTAINED FROM THE COMPANY. BY ACCEPTING
      ANY INTEREST IN THESE SECURITIES, THE PERSON OR ENTITY
      ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO
      AND
      SHALL BE BOUND BY ALL THE PROVISIONS OF SAID AGREEMENTS.”

    


               5.           CONDITIONS
      TO CLOSING.

    


                         5.1           Conditions
      to Investor’s Obligations. The obligations of the
      Investor under Section 2 of this Agreement are subject to the fulfillment
      or waiver, on or before the Closing, of each of the following conditions, the
      waiver of which shall not be effective against any Investor who does not consent
      to such waiver, which consent may be given by written or email communication
      to
      the Company, its counsel or to special counsel to the Investor:

    
      


                                            (a)           Each
        of the representations and warranties of the Company contained in Section
        3 shall be true and correct on and as of the Closing with the same effect
        as
        though such representations and warranties had been made on and as of the
        date
        of the Closing; and

    

    
      


                                            (b)           the
        Company shall have performed and complied with all agreements, obligations
        and
        conditions contained in this Agreement that are required to be performed
        or
        complied with by it on or before the Closing and shall have obtained all
        approvals, consents and qualifications necessary to complete the purchase
        and
        sale described herein.

    

    
      


                                            (c)           The
        Company and the Investor shall have executed this Agreement, the Note and
        the
        Warrant.

    

    
      


                                            (d)           The
        Company shall have received payment of the Principal Amount from the
        Investor.

    

    


                         5.2           Conditions
      to Company’s Obligations. The obligations of the Company to each
      Investor under this Agreement are subject to the fulfillment or waiver on or
      before the Closing of the following condition by such Investor:

    
      


                                            (a)           Each
        of the representations and warranties of such Investor contained in Section
        4 shall be true and correct on the date of the Closing with the same effect
        as though such representations and warranties had been made on and as of
        the
        Closing;

    

    
      


                                            (b)           Such
        Investor shall have performed and complied with all agreements, obligations
        and
        conditions contained in this Agreement that are required to be
        performed or complied with by it on or before the Closing and shall have
        obtained all approvals, consents and qualifications necessary to complete
        the
        purchase and sale described herein; and

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      


                                            (c)           
        The Company and each of the Investor shall have executed this Agreement,
        the
        Note and the Warrant.

    

    


               6.           GENERAL
      PROVISIONS

    


                        
         6.1           Survival
      of Warranties. The representations, warranties and covenants of the
      Company and the Investor contained in or made pursuant to this Agreement shall
      survive the execution and delivery of this Agreement and shall in no way be
      affected by any investigation of the subject matter thereof made by or on behalf
      of the Investor or the Company, as the case may be.

    
      


                              6.2         Successors
        and Assigns. The terms and conditions of this Agreement shall inure
        to the benefit of and be binding upon the respective successors and assigns
        of
        the parties.

    

    
      


                              6.3         Governing
        Law. This Agreement shall be governed by and construed under the
        internal laws of the State of California as applied to agreements among
        California residents entered into and to be performed entirely within
        California, without reference to principles of conflict of laws or choice
        of
        laws.

    

    
      


                              6.4         Counterparts.
        This Agreement 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.

    

    
      


                              6.5         Heading.
        The headings and captions used in this Agreement are used only for convenience
        and are not to be considered in construing or interpreting this Agreement.
        All
        references in this Agreement to sections, paragraphs, exhibits and schedules
        shall, unless otherwise provided, refer to sections and paragraphs hereof
        and
        exhibits and schedules attached hereto, all of which exhibits and schedules
        are
        incorporated herein by this reference.

    

    
      


                              6.6         Notices.
        Unless otherwise provided, any notice required or permitted under this Agreement
        shall be given in writing and shall be deemed effectively given (i) at the
        time
        of personal delivery, if delivery is in person; (ii) one (1) business day
        after
        deposit with an express overnight courier for United States deliveries, or
        two
        (2) business days after such deposit for deliveries outside of the United
        States, with proof of delivery from the courier requested; or (iii) three
        (3)
        business days after deposit in the United States mail by certified mail (return
        receipt requested) for United States deliveries when addressed to the Investor,
        to 9/F Central Building, 3 Pedder Street, Central, Hong
        Kong or, in the case of the Company, to 21/F, Chinachem
        Century Tower, 178 Gloucester Road, Wanchai, Hong Kong, Attention: Chief
        Executive Officer, or at such other
        address as any party may designate by giving ten (10) days’ advance written
        notice to all other parties.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


                           
      6.7         Commitment
      Fee. 2% of the Principle Amount payable to the Investor and
      deductible from the Principle Amount on the Closing Date.

    
      


                            
         6.8         Amendments
        and Waivers. Any term of this Agreement, the Note, and the Warrant
        may be amended and the observance of any term of this Agreement may be waived
        (either generally or in a particular instance and either retroactively or
        prospectively), only with the written consent of the Company and the Investor.
        Any amendment or waiver effected in accordance with this Section 6.8
        shall be binding upon each holder of Note or Warrant at the time
        outstanding.

    

    


                           
      6.9         Severability.
      If one or more provisions of this Agreement are held to be unenforceable under
      applicable law, such provision(s) shall be excluded from this Agreement and
      the
      balance of the Agreement shall be interpreted as if such provision(s) were
      so
      excluded and shall be enforceable in accordance with its terms.

    


                           
      6.10      Entire
      Agreement. This Agreement, together with all exhibits and schedules
      hereto, the Note and the Warrant entered into pursuant hereto, constitutes
      the
      entire agreement and understanding of the parties with respect to the subject
      matter hereof and supersedes any and all prior negotiations, correspondence,
      agreements, understandings duties or obligations between the parties with
      respect to the subject matter hereof .

    


                           
      6.11      Further
      Assurances. From and after the date of this Agreement, upon the
      request of the Investor or the Company, the Company and the Investor shall
      execute and deliver such instruments, documents or other writings as may be
      reasonably necessary or desirable to confirm and carry out and to effectuate
      fully the intent and purposes of this Agreement

    


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    IN
      WITNESS WHEREOF, the undersigned has executed this Agreement as of the date
      first above written.

     

     

    
      	 	COMPANY:	 
	 	 	 
	 	NETWORK
              CN INC.	 
	 	 	 	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Godfrey
              Hui  	 
	 	 	Godfrey
              Hui	 
	 	 	
              Chief
                Executive Officer

            	 
	 	 	 	 


      	 	INVESTOR:	 
	 	 	 
	 	WEI
              AN DEVELOPMENTS LTD.	 
	 	 	 	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/
              Signature illegible	 
	 	 	Name:	 
	 	 	Title:
              Director