Amendment No. 1 To Note Exchange And Option Agreement, Dated July 1, 2009

AMENDMENT NO. 1



TO NOTE EXCHANGE AND OPTION AGREEMENT




This AMENDMENT NO. 1 to the NOTE EXCHANGE AND OPTION AGREEMENT is entered into as of July 1, 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 (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 3 months after April ...