Exhibit
10.23











AMENDMENT
NO. 3




TO
NOTE EXCHANGE AND OPTION AGREEMENT





This
AMENDMENT NO. 3 to the NOTE EXCHANGE AND OPTION AGREEMENT is entered
into as of January 1, 2010 (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 is 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, and Amendment No. 2 to Note Exchange and Option Agreement, dated as of September
30, 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 9 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
an eighteen (18) 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.           Amendment to Termination Provision:
Subsection (c) of Section 2, of the Original Agreement is deleted in its
entirety and in lieu thereof the following provision is inserted:
 
 (c)        If
the Noteholder fails to exercise the Option during the Exercise Period pursuant
to this Section 2, the Option shall terminate. Notwithstanding the foregoing,
the Company shall have the right, at its
sole discretion, to terminate the Option by providing the Noteholder with thirty
(30) days' advance written notice of such termination.
  
  3.           Agreement. In all other respects, the
Original Agreement shall remain in fullforce and effect.
  4.           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
      HuiName:
      Godfrey HuiTitle: Director and
      Deputy CEO








KEYWIN HOLDINGS LIMITEDBy /s/ Earnest
      LeungName: Earnest LeungTitle:
      Director








Amendment
No. 3 Note Exchange and Option Agreement