Exhibit 4.65
 EXECUTION
COPY
 AMENDMENT NO. 2 AND WAIVER
TO CREDIT AGREEMENT OF
XINHUA SPORTS & ENTERTAINMENT LIMITED
 Amendment Credit
Agreement Borrower Guarantors Administrative Agent
 W i t n e s s e t h:
   Schedule A Events of Default Specified Event of Default Specified Events of Default
      provided however




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Schedule A (Events of Default) provided further clause (i)
 Section 2.12(a)
 Amendments to the Credit Agreement Section 3
 Amendments to Article I (Defined Terms)
 Section 1.1 Defined
Terms
 Additional Term Loan Commitment
 Additional Term Loan Funding Date
 Additional Term Loans
 Convertible Term Loans
 EO Sale
 Extraordinary Receipts
  2




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Second Amendment Date
 Series C Preferred Shares
 Section 1.1 Defined Terms
 Applicable Margin
 Commitments
 Default Rate
 Loans
 Net Cash Proceeds
 Affiliate Section 1.1 Defined
Terms
 Internal Control Agreement Section 1.1 Defined Terms
 Restricted Junior Payment Section 1.1 Defined
Terms
  3




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provided however provided further
 Significant Person Section 1.1 Defined
Terms
 Significant Person
 Amendments to Article II (Loans)
 Clause (b) Section 2.1 Term Loans
 Article X
 Section 2.1 Term Loans clause (d)
  Section 2.3 Borrowing Mechanics clause (d)
 Section 2.3
 Section 2.5 Use of Proceeds clause (ii) clause (ii)
   4




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Clause (b) Section 2.7 Interest on Loans
 Section 2.10 Repayment
 Section 2.10 Repayment provided
 Section 2.11 Optional Repayment
 Section 2.11 Optional Prepayments Optional Prepayment Date provided
  5




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Section 2.12 Mandatory Prepayments
 Section 2.12 Mandatory Prepayments
 Debt or Equity Offerings
 Change of Control
  6




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Asset Sales; Insurance/Condemnation; Extraordinary Receipts
  7




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Payment Certificate
 Section 2.16 Termination of Commitments
 Section 2.16 Termination of Commitments
 Amendments to Article III (Conditions Precedent; Conditions Subsequent)
 Section 3.2 Conditions to Each Borrowing
 Amendments to Article IV (Representations and Warranties)
 Section 4.1 Representations and Warranties of the Credit Parties
 Sections 4.1(l) (m) (x) (mm)
 Sections 4.1(l) (m)(i) (iii) (p)(ii) (w) (x) (aa) (dd) (hh) (ii) (mm)
  8




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Clause (ii) Section 4.1(l) Subsidiaries
 Section 4.1(hh) Financial Projections clause (ii)
 Section 4.1(kk) Media Assets
 Assets
 Amendment to Article V (Affirmative Covenants)
 Section 5.1(a) Basic Reporting Requirements
 Section 5.1(m) Guarantors
 Section 5.1(o) Additional Media Assets
 Additional Assets
 Section 5.1 Affirmative Covenants
 Asset, Financing or Equity Proposal
  9




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Sections 5.1(b) (c) (d) (g) (h) (i) (j) (k) and (l)
 Article V Affirmative Covenants Section 5.2 Board Observer and Access Section 5.1
 Board Observer and Access
 Non-Voting Observer Meeting provided however
 Section 5.2(a)
     10




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Amendments to Article VI (Negative Covenants and Financial Covenants)
 Clause (vi) Section 6.1(b)
 Section 6.1(g) Mergers; Asset Sales
 Mergers; Asset Sales provided
 Section 6.1(k) Subsidiaries
 Subsidiaries
 Section 6.1(p) Restrictions on Subsidiary Distributions
 Amendments to Section 6.2 (Financial Covenants)
 Clause
(a) Section 6.2 Financial Covenants
  11




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Minimum Consolidated EBITDA, Maximum Leverage Ratio and Maximum Capital
Expenditures
 MinimumConsolidated
    
    
    MaximumFiscal Quarter Ending
    
    EBITDA
    
    
    Leverage Ratio4th Fiscal Quarter ending in Fiscal Year
2010
    
    $
    789,302
    
    
    
    57.23:11st Fiscal Quarter ending in Fiscal Year
2011
    
    $
    2,316,403
    
    
    
    19.50:12nd Fiscal Quarter ending in Fiscal Year
2011
    
    $
    2,825,436
    
    
    
    15.99:13rd Fiscal Quarter ending in Fiscal Year
2011
    
    $
    3,079,953
    
    
    
    14.67:14th Fiscal Quarter ending in Fiscal Year
2011
    
    $
    3,843,503
    
    
    
    11.75:11st Fiscal Quarter ending in Fiscal Year
2012
    
    $
    3,669,732
    
    
    
    12.31:12nd Fiscal Quarter ending in Fiscal Year
2012
    
    $
    3,495,961
    
    
    
    12.92:13rd Fiscal Quarter ending in Fiscal Year
2012
    
    $
    3,322,190
    
    
    
    13.60:1
   Maximum CapitalFiscal Year
    
    Expenditures2010
    
    $
    1,275,0002011
    
    $
    515,0002012
    
    $
    615,000
 Clause (b) Section 6.2 Financial Covenants
  12




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No Payments No Payments provided
 clause (g) Section
6.2 Financial Covenants Section 6.2
 Amendment to Article VIII (Events of Default)
 Section 8.1(n) Internal Control Agreements
 Internal Control Agreements
 Section 8.2(a) Certain Remedies
 Certain Remedies
  13




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provided
 Clause (ii) Section 8.2(b) Remedies in All Events of
Default
 Amendments to Article X (Conversion)
 Section 10.1 Conversion Privilege) clause (f)
 Additional Term Loans
 Amendments to Schedules to the Credit Agreement
 Schedule I Commitments Schedule I Commitments
 Conditions Precedent to the Effectiveness of this Amendment Amendment
Effective Date
 Certain Documents
    14




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Representations and Warranties
 No Default or Event of Default
 Corporate and Other Proceedings
 Fees and Expenses Paid Section 6 Fees
and Expenses
 Operation of Business
  15




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Repayment of Convertible Term Loans with Proceeds of EO Sale
 No Laws
 Further Agreements Schedule C Schedule C
 Representations and Warranties
 Binding Obligation
 Subsidiaries and Affiliates Schedule C Section 4.1(l) Subsidiaries Section
5.1(m) Guarantors
 Representations and Warranties in Credit Documents. provided however
 No Litigation or Defense
  16




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Outstanding Principal Amount Schedule B
 Fees and Expenses
 Amendment Fee
 Section 11.3 Expenses
 Release Releasee Releasees Section 7 Claims Related Party Affiliated Investor
  17




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Controlled
Affiliate
 Consent of Guarantors and Reaffirmation of Obligations
 Effect on the Credit Documents this Agreement hereunder hereof herein thereunder thereof
 Reservation of Rights
 Waiver of Jury Trial; Miscellaneous
  18




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Each party
hereto hereby irrevocably and unconditionally waives any right to trial by jury with respect to
this Amendment.
   19




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BORROWER
 Executed as a Deed by
    

    )XINHUA SPORTS &
    

    )ENTERTAINMENT LIMITED(formerly
    
    ) /s/ Graham Anton Earnshawknown as Xinhua Finance Media Limited)
    

    )in the presence of and SIGNED by:
    

    )
 GRANTORS
 Executed as a Deed by
    

    )UPPER STEP HOLDINGS LIMITED
    
    )in the presence of and SIGNED by:
    
    ) /s/ Graham Anton Earnshaw))Executed as a Deed by
    

    )CHINA LEAD PROFITS LIMITED
    

    )in the presence of and SIGNED by:
    
    ) /s/ Graham Anton Earnshaw))Executed as a Deed by
    

    )EVERFAME DEVELOPMENT
    

    )LIMITED
    

    )in the presence of and SIGNED by:
    

    ) /s/ Graham Anton Earnshaw)




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Executed as a Deed by
    

    )STAREASE LIMITED
    

    )in the presence of and SIGNED by:
    
    ) /s/ Graham Anton Earnshaw))Executed as a Deed by
    

    )ACCORD GROUP INVESTMENTS
    

    )LIMITED
    

    )in the presence of and SIGNED by:
    

    ) /s/ Graham Anton Earnshaw)Executed as a Deed by
    
    )GREAT TRIUMPH INVESTMENTS
    

    )LIMITED
    

    )in the presence of and SIGNED by:
    

    ) /s/ Graham Anton Earnshaw)Executed as a Deed by
    

    )EAST ALLIANCE LIMITED
    

    )in the presence of and SIGNED by:
    
    ) /s/ Graham Anton Earnshaw))Executed as a Deed by
    

    )CENTURY EFFORT LIMITED
    

    )in the presence of and SIGNED by:
    
    ) /s/ Graham Anton Earnshaw))
  2




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Executed as a Deed by
    

    )SMALL WORLD HOLDING
    

    )COMPANY LIMITED
    

    )in the presence of and SIGNED by:
    
    ) /s/ Graham Anton Earnshaw)Executed as a Deed by
    

    )NUCOM ONLINE CORPORATION
    

    )in the presence of and SIGNED by:
    
    ) /s/ Graham Anton Earnshaw))Executed as a Deed by
    

    )XSEL ADVERTISING LIMITED
    

    )in the presence of and SIGNED by:
    
    ) /s/ Graham Anton Earnshaw))Executed as a Deed by
    

    )UPPER WILL ENTERPRISES
    

    )LIMITED
    

    )in the presence of and SIGNED by:
    
    ) /s/ Graham Anton Earnshaw)Executed as a Deed by
    

    )XINHUA SPORTS VENTURES
    

    )LIMITED
    

    )in the presence of and SIGNED by:
    
    ) /s/ Graham Anton Earnshaw)
  3




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The Common Seal of
    

    )CHINA MEDIA NETWORK LIMITED
    
    ) /s/ Graham Anton Earnshawwas affixed in the presence of:
    

    )))The Common Seal of
    

    )XINHUA SPORTS &
    

    )ENTERTAINMENT (HK) LIMITED
    

    )was affixed in the presence of:
    

    ) /s/ Graham Anton Earnshaw)The Common Seal of
    

    )ADVANCE MIND HOLDINGS
    

    )LIMITED
    

    )was affixed in the presence of:
    

    ) /s/ Graham Anton Earnshaw)The Common Seal of
    

    )XSEL (HONG KONG) LIMITED
    

    )was affixed in the presence of:
    
    ) /s/ Graham Anton Earnshaw))The Common Seal of
    

    )HONG KONG STOCK EXPRESS
    

    )PUBLICATION LIMITED
    

    )was affixed in the presence of:
    
    ) /s/ Graham Anton Earnshaw)
  4




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The Common Seal of
    

    )SINGSHINE (HOLDINGS)
    

    )HONGKONG LIMITED
    

    )was affixed in the presence of:
    
    ) /s/ Graham Anton Earnshaw)
  5




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AGENT:
    PATRIARCH PARTNERS AGENCY SERVICES, LLC, as AgentBy:
    /s/ Lynn TiltonName:
    Lynn TiltonTitle:
    Manager




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LENDERS:
    
    ZOHAR CDO 2003-1, LIMITEDBy:
    
    Patriarch Partners VIII, LLC,its Collateral ManagerBy:
    
    /s/ Lynn TiltonName:
    
    Lynn TiltonTitle:
    
    ManagerZOHAR II 2005-1, LIMITEDBy:
    
    Patriarch Partners XVI, LLC,its Collateral ManagerBy:
    
    /s/ Lynn TiltonName:
    
    Lynn TiltonTitle:
    
    Manager




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SCHEDULE A




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SCHEDULE B
  Lender
    
    Outstanding Principal Amount of all LoansZOHAR CDO 2003-1, LIMITED
    
    $
    26,310,332.87ZOHAR II 2005-1, LIMITED
    
    $
    22,745,707.13Total
    
    $
    49,056,040.00




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SCHEDULE C




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SCHEDULE D




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Operating Company Operating
Companies
 NuCom NuCom
Hongkong
 Xinhua Finance Media (Convoy)




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SCHEDULE I
  Lender
    
    Convertible Term Loan CommitmentsZOHAR CDO 2003-1, LIMITED
    
    $
    22,234,208.30ZOHAR II 2005-1, LIMITED
    
    $
    19,221,831.70Total Convertible Term Loan Commitments
    
    $
    41,456,040.00
 Lender
    
    Additional Term Loan CommitmentsZOHAR CDO 2003-1, LIMITED
    
    $
    4,076,124.57ZOHAR II 2005-1, LIMITED
    
    $
    3,523,875.43Total Additional Term Loan Commitments
    
    $
    7,600,000.00TOTAL COMMITMENTS
    
    $
    49,056,040.00