ex10_4.htm


  
    Exhibit
      10.4

     

    THIS
      WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
      REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE
      144
      UNDER SUCH ACT.

    


     Void
      after

     November
      11, 2009

    


    NETWORK
      CN INC. WARRANT

    


    This
      Warrant is issued to Wei An
      Developments Limited (the "Holder"), pursuant to the terms of that certain
      Note
      and Warrant Purchase Agreement (the "Purchase Agreement"), dated as of November
      12, 2007, between the Holder and Network CN Inc. (the “Company”).

    


    1.           Purchase
      of Shares.  Subject to the terms and conditions hereinafter set
      forth and as set forth in the Purchase Agreement, the Holder is entitled, upon
      surrender of this Warrant at the principal office of the Company (or at such
      other place as the Company shall notify the Holder in writing), to purchase
      from
      the Company up to Two Hundred and Fifty Thousand (250,000) shares of the common
      stock (“Common Stock”) of the Company (the “Warrant Shares”).

    


    2.           Exercise
      Period.  The Holder may exercise this Warrant, in whole or in
      part, as the case may be, by surrendering it to the Company at its principal
      office, with a duly executed Subscription Form (in substantially the form
      attached hereto).

    


    3.           Exercise
      Price.  The initial exercise price for the Warrant Shares shall be
      $2.30 per share.

    


    4.           Method
      of Exercise.  While this Warrant remains outstanding and
      exercisable in accordance with Section 2 above, the Holder may exercise,
      in whole or in part, the purchase rights evidenced hereby.  Such
      exercise shall be effected by:

    
 

     
      (a)           the
      surrender of the Warrant, together with a duly executed copy of the form of
      subscription attached hereto, to the Secretary the Company at its principal
      offices; and

    


     
      (b)           the payment
      in cash (by check or wire transfer) to the Company of an amount equal to
      the applicable aggregate Exercise Price for the number of Warrant Shares being
      purchased.

    


    5.           Certificates
      for Warrant Shares.  Upon the exercise of the purchase rights
      evidenced by this Warrant, one or more certificates for the number of Warrant
      Shares so purchased shall be issued as soon as practicable thereafter, and
      in
      any event within three (3) business days of the delivery of the subscription
      notice, together with cash in lieu of any fraction of a Warrant Share equal
      to
      such fraction of the current Fair Market Value of one Warrant Share as of the
      date of exercise.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    6.           Issuance
      of Warrant Shares.  The Company covenants that the Warrant Shares,
      when issued pursuant to the exercise of this Warrant, will be duly and validly
      issued, fully paid and nonassessable and free from all taxes, liens, and charges
      with respect to the issuance thereof, and free from any and all restrictions
      on
      transfer other those imposed by applicable federal and state securities
      laws.

    


    7.           No
      Fractional Shares or Scrip.  No fractional shares or scrip
      representing fractional shares shall be issued upon the exercise of this
      Warrant, but in lieu of such fractional shares which would, otherwise be
      issuable, the Company shall round up the number of Warrant Shares issued to
      the
      Holder to the nearest whole number.

    


    8.           No
      Stockholder Rights.  Prior to exercise of this Warrant, the holder
      hereof shall not, by reason of by being a holder hereof, be entitled to any
      rights of a stockholder with respect to the Warrant Shares, including (without
      limitation) the right to vote such Warrant Shares, receive dividends or other
      distributions thereon, exercise preemptive rights or be notified of stockholder
      meetings, and such holder shall not be entitled to any notice or other
      communication concerning the business or affairs of the Company.

    


    9.           Market
      Standoff.  The Holder hereby agrees that if reasonably so
      requested by the Company or any representative of the underwriters (the
      "Managing Underwriter") in connection with any registration of the offering
      of
      any securities of the Company under the Act, such holder shall not sell or
      otherwise transfer any securities of the Company during the 180-day period
      (the
      "Market Standoff Period") following the effective date of a registration
      statement of the Company filed under the Act.  The Company may impose
      stop-transfer instructions with respect to securities subject to the foregoing
      restrictions until the end of such Market Standoff Period.

    


    10.         Partial
      Exercise; Effective Date of Exercise.  In case of any partial
      exercise of this Warrant, the Company shall cancel this Warrant upon surrender
      hereof and shall execute and deliver a new Warrant of like tenor and date for
      the balance of the Warrant Shares purchasable hereunder.  This Warrant
      shall be deemed to have been exercised immediately prior to the close of
      business on the date of its surrender for exercise as provided
      above.

    


    11.         Loss
      or Mutilation.  Upon receipt of evidence reasonably satisfactory
      to the Company of the ownership of and the loss, theft, destruction or
      mutilation of this Warrant, and of indemnity reasonably satisfactory to it,
      and
      (in the case of mutilation) upon surrender and cancellation of this Warrant,
      the
      Company will execute and deliver in lieu thereof a new Warrant of like tenor
      as
      the lost, stolen, destroyed or mutilated Warrant.

    


    12.         Taxes.  The
      Holder shall be responsible for payment of all taxes in connection with the
      issue and delivery of the Warrant Shares upon exercise of the
      Warrant.

    


    13.         Successors
      and Assigns.  The terms and provisions of this Warrant and the
      Agreement shall inure to the benefit of, and be binding upon, the Company and
      the Holder and their respective successors and assigns.

    


    14.         Amendments
      and Waivers.  Any term of this Warrant may be amended and the
      observance of any term of this Warrant may be waived (either generally or in
      a
      particular instance
      and either retroactively or prospectively), with the written consent of the
      Company and the Holder.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    15.         Governing
      Law.  This Warrant shall be governed by the laws of the State of
      California without giving effect to any principles of choice or conflict
      laws.

    


    16.         Notices.  All
      Notices under this Warrant shall be given in accordance with the
      Agreement.

    


    17.         Severability.  If
      any term, provision, covenant or restriction of this Warrant is held by a court
      of competent jurisdiction to be invalid, void or unenforceable, the remainder
      of
      the terms, provisions, covenants and restrictions of this Warrant shall remain
      in full force and effect and shall in no way be affected, impaired or
      invalidated.

    


    18.         Saturdays,
      Sundays and Holidays.  If the expiration date of this Warrant
      falls on a Saturday, Sunday or legal holiday, the expiration date shall be
      automatically extended until 5:00 p.m. California time the next business
      day.

    


    19.         No
      Impairment.  The Company will not, by amendment of its charter or
      through reorganization, consolidation, merger, dissolution, sale of assets
      or
      any other voluntary action, avoid or seek to avoid the observance or performance
      of any of the terms of this Warrant, but will at all times in good faith assist
      in the carrying out of all such terms and in the taking of all such action
      as
      may be necessary or appropriate in order to protect the rights of the Holder
      against impairment.

    


    20.         Restrictions
      on Transfer. This Warrant may not be sold, pledged, or otherwise transferred
      without the prior written consent of the Company. 

    


    


    
      	 	NETWORK
              CN INC.	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
               

            	
              By:
                

            	 /s/
              Godfrey Hui	 
	 	 	Godfrey
              Chin Tong Hui	 
	 	 	
              Chief
                Executive Officer

            	 
	 	 	 	 




     

    
 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SUBSCRIPTION

    


    


    Network
      CN Inc.

    Attention:
      Corporate Secretary

    


    The
      Holder hereby elects to purchase,
      pursuant to the provisions of the Warrant to purchase shares of capital stock
      issued by Network CN Inc. and held by the undersigned, _____ shares
      of  Common Stock of Network CN Inc.

     

    Payment
      of the exercise price per share
      required under such Warrant accompanies

    this
      Subscription in cash in the amount of $__________.

    


    The
      undersigned hereby represents and
      warrants that it is acquiring such shares for its own account for investment
      purposes only, and not for resale or with a view to distribution of such shares
      or any part thereof.  Shares and cash paid in lieu of fractional
      shares should be issued to the undersigned at the address below.

    


    
      	 	 	
              Holder

            
	 	 	 
	 	 	 
	
              Date:

            	 	 	 
	
               

            	 	
               

              Address: