FIRST AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT,

Note Purchase Agreement

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This Note Purchase Agreement involves

NETWORK CN INC | Och-Ziff Holding Corporation | Och-Ziff Holding LLC | OZ ASIA MASTER FUND, LTD | OZ MASTER FUND, LTD | SCULPTOR FINANCE (AS) IRELAND LIMITED | SCULPTOR FINANCE (MD) IRELAND LIMITED | SCULPTOR FINANCE (SI) IRELAND LIMITED | Shanghai Quo Advertising Company Limited

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Title: FIRST AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT,
Governing Law: New York Date: 2/6/2008
Industry: Hotels and Motels Sector: Services

Exhibit 10.1

FIRST AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT

THIS FIRST AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT (this “ First Amendment ”) is made as of January 31, 2008 by and among Network CN Inc., a Delaware corporation (the “ Company ”), Shanghai Quo Advertising Company Limited, a limited liability company, incorporated under the laws of PRC (“ Quo ”), the Designated Holders and the Investors.

Each of the parties listed above referred to herein individually as a “ Party ” and collectively as the “ Parties ”.

WHEREAS:

A. The Company, Quo, the Designated Holders and the Investors have entered into that certain Note and Warrant Purchase Agreement dated November 19, 2007 (as amended, modified or supplemented from time to time, the “ Purchase Agreement ”), to which reference is made for the meaning of all capitalized terms not otherwise defined herein; and

B. The Company has requested that the Purchase Agreement be amended to establish, among other things, additional funding channels between the Company and its PRC Operating Companies as hereinafter set forth and to provide for certain other modifications in connections with the Third Closing, including relating to the delivery of the Security Documents, and the Investors have agreed, subject to the terms and conditions of this First Amendment, to so amend the Purchase Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and for other consideration, the receipt and adequacy of which is hereby acknowledged, the Parties hereto agree as follows:

Section A. Amendments to Purchase Agreement

1. Amendments to Recitals

(a) The recitals of the Purchase Agreement are hereby amended by amending and restating the third recital as follows:

“WHEREAS, the Company shall enter into a share purchase agreement with Cityhorizon Limited, a company incorporated under the laws of the Hong Kong Special Administrative Region (“ Cityhorizon ”) to acquire 100% of the equity in Cityhorizon BVI (the “ Cityhorizon Acquisition ”).”

2. Amendments to Definitions

(a) Section 1 of the Purchase Agreement is hereby amended by adding thereto the following definitions, which shall be inserted in proper alphabetical order:

““ Ad JV ” means the joint venture to be established by Quo and Linkrich as further described in Section 7(cc).

“ BVI ” means the British Virgin Islands.

“ Cityhorizon Acquisition ” has the meaning given in the recitals.

“ Cityhorizon BVI Acquisition ” means the acquisition of Cityhorizon BVI by Cityhorizon pursuant to the Share Purchase Agreement, dated as of January 1, 2008 by and among the Company, NCN Media Services Ltd., Cityhorizon, Cityhorizon BVI, Lianhe, Bona and Liu Man Ling.

“ Cityhorizon BVI ” means Cityhorizon Limited, a company incorporated under the laws of BVI.

“ Collateral Agent ” means Sculptor Finance (MD) Ireland Limited as collateral agent for the benefit of itself and the other Investors, and its successors and assigns.

“ Collateral Agency Agreement ” means that certain Collateral Agency Agreement dated as of January 31, 2008 among Sculptor Finance (MD) Ireland Limited, as collateral agent, and the Investors and any successor agreement.

“ Crown Eagle ” means Crown Eagle Investments Limited, a company incorporated under the laws of HK.

“ Crown Eagle Assignmen t of Contracts ” means any Assignment of Contracts to be entered into between Crown Eagle and the Company, in the form annexed hereto as Exhibit K-3 or as otherwise agreed by the Collateral Agent.

“ Crown Eagle Mortgage Agreement ” means any Mortgage Agreement to be entered into between Crown Eagle and the Operating Lease WFOE, in the form annexed hereto as Exhibit K-1 or as otherwise agreed by the Collateral Agent.

“ Crown Eagle Shareholder Loan Agreement ” means any Shareholder Loan Agreement to be entered into between Crown Eagle and the Operating Lease WFOE, in the form annexed hereto as Exhibit K-2 or as otherwise agreed by the Collateral Agent.

“ Crown Eagle Shareholder Loan Documents ” means in respect of any Crown Eagle Shareholder Loan to the Operating Lease WFOE, each of a Crown Eagle Shareholder Loan Agreement, a Crown Eagle Mortgage Agreement and a Crown Eagle Assignment of Contracts.

“ Crown Eagle Shareholder Loans ” means the loans made from time to time by Crown Eagle to the Operating Lease WFOE made pursuant to the Crown Eagle Shareholder Loan Documents.

“ Drawdown Notice ” has the meaning given in Section 7(bb).

“ Escrow Account ” has the meaning given in Section 7(bb).

“ HK ” means the Hong Kong Special Administrative Region.

“ Linkrich ” means Linkrich Enterprise Advertising and Investment Limited, a company incorporated under the laws of HK.

“ Linkrich Acquisition ” means the acquisition of Linkrich by NCN Media in December 2007.

“ Majority Holders” means the holders of a majority of the principal amount of the Notes.

“ NCN Group ” means NCN Group Limited, a direct wholly-owned subsidiary of the Company, incorporated under the laws of BVI.

“ NCN Group Note ” means the Secured Promissory Note, dated as of January 31, 2008, issued by NCN Group in favour of the Company, in the aggregate principal amount of $50 million evidencing the proceeds of the Notes loaned by the Company to NCN Group.

“ NCN Group Share Charge ” means the Share Charge, dated as of January 31, 2008, entered into between the Company and the Collateral Agent under BVI law whereby the Company pledges 66% of its equity interest in NCN Group to the Collateral Agent for the benefit of the Collateral Agent and the Investors (“ NCN Group Share Charge ”).

“ NCN Media ” means NCN Media Services Ltd., an indirect wholly owned subsidiary of the Company, incorporated under the laws of BVI.

“ Network Security Agreement ” means the Security Agreement dated as of January 31 , 2008 between the Company and the Collateral Agent, whereby the Company grants a security interest in all its assets (excluding security interests in excess of 66% of the voting securities of foreign subsidiaries directly owned by the Company) in favor of the Collateral agent for the benefit of the Collateral Agent and the Investors.

“ Network Security Documents ” means the Network Security Agreement, the NCN Group Note and the NCN Group Share Charge.

“ Operating Lease WFOE ” means the WFOE to be established by Crown Eagle as further described in Section 7(dd).

“ PRC Subsidiaries ” means Lianhe, Ad JV, the Operating Lease WFOE and any other Subsidiary of the Company organized under the laws of the PRC and approved by the Collateral Agent.

“ Trust Documents ” means the agreements listed in Schedule IV attached hereto.

“ Undertaking Agreement ” means the NCN Parties Undertaking Agreement dated as of January 31, 2008, among the Company, NCN Group, NCN Media, Cityhorizon, Cityhorizon BVI, Crown Eagle, Linkrich and the Collateral Agent for the benefit of the Collateral Agent and the Investors.

“ US ” means the United States of America.

“ WFOE ” means wholly foreign owned enterprise.”

(b) Section 1 of the Purchase Agreement is hereby amended by amending and restating the definitions of “Group Companies”, “Offshore Security Documents”, “Onshore Documents”, “Security Documents”, “Shareholder Loan” and “Transaction Documents” as follows:

““ Group Companies ” means the Company, its Subsidiaries and the PRC Operating Companies.

“ Offshore Security Documents ” means the security documents listed in Exhibit E attached hereto and all other mortgages, security agreements, documents, instruments and other materials, entered into from time to time, necessary to create or perfect any Lien upon the assets of the Company and its Subsidiaries, in form and substance satisfactory to the Investors.

“ Onshore Security Documents ” means the security documents listed in Exhibit F attached hereto and all other mortgages, security agreements, documents, instruments and other materials, entered into from time to time, necessary to create or perfect any Lien upon the assets of the Company and its Subsidiaries, in form and substance satisfactory to the Investors.

“ Security Documents ” means the Network Security Documents, the Offshore Security Documents, the Onshore Security Documents, the Crown Eagle Shareholder Loan Documents and all other mortgages, security agreements, documents, instruments and other materials, entered into from time to time, necessary to create or perfect any Lien upon the assets of the Company and its Subsidiaries.

“ Shareholder Loans ” means the Crown Eagle Shareholder Loans and any other loans approved by the Collateral Agent and made from time to time by each of Cityhorizon BVI, Cityhorizon, Crown Eagle, Linkrich or any other Subsidiary of the Company, as the case may be, to the Company’s PRC Subsidiaries.

“ Transaction Documents ” means the Purchase Agreement (including the updated Disclosure Schedules), the Securities, the NCN Group Note, the Undertaking Agreement, the Security Documents, the Restructuring Documents, the Investor Rights Agreement, the Bloompoint Lock-up Agreement, the Management Lock-Up Agreement, the Non-Competition Agreements, the Registration Rights Agreement, the Bloompoint Waiver and all other agreements, instruments and documents delivered from time to time in connection herewith and therewith as any or all of the foregoing may be supplemented or amended from time to time.”

(c) Section 1 of the Purchase Agreement is hereby further amended by deleting the definitions of “Acquisition” and “Joinder to the Purchase Agreement” in their entirety.

3. Amendments to the Representations and Warranties of the Company and Quo

(a) Section 6 of the Purchase Agreement is hereby amended by adding the following at the end of the first sentence in subsection (6)(d)(i):

“; provided, however, that as of the Third Closing 71,546,608 shares of Common Stock are issued and outstanding”

(b) Section 6 of the Purchase Agreement is hereby amended by amending and restating subsection 6(k) as follows:

“(k) Security Interests

(i) Each Network Security Document creates valid and enforceable security interests in favour of the Collateral Agent, for the benefit of the Collateral Agent and the Investors, subject to no other prior or pari passu Liens, in all the collateral specified therein, including without limitation, the NCN Group Note and all rights of the Company under the other Security Documents, which security interests will secure the repayment of the Notes issued hereunder and the other obligations purported to be secured thereby.

(ii) Each Security Document other than the Network Security Documents and the Crown Eagle Shareholder Loan Documents creates valid and enforceable security interests in favour of the Company, subject to no other prior or pari passu Liens, in all the collateral specified therein, which security interests secure the repayment of the NCN Group Note and the other obligations purported to be secured thereby.”

(iii) When executed and delivered, the Crown Eagle Shareholder Loan Documents will create valid and enforceable security interests in favour of Crown Eagle subject to no other prior or pari passu Liens, in all the collateral specified therein, which security interest secures the repayment of the relevant Crown Eagle Shareholder Loan and the other obligations purported to be secured thereby.

(c) Section 6 of the Purchase Agreement is hereby amended by amending and restating the first sentence in subsection 6(q) as follows:

“Except as set forth in Schedule 6(q) of the Disclosure Schedule, all tax returns required to be filed by each of the Group Companies have been filed (taking into account all extensions of due dates), and all such returns are true, complete and correct.”

4. Amendments to the Covenants of the Company and Quo

Section 7 of the Purchase Agreement is hereby amended by adding immediately after sub-section 7(aa) the following:

	b “(bb)	The Company shall immediately cause NCN Group to deposit US$32,000,000 of the Third Note Purchase Price into bank account No. 263-693-500288-111 (Swift Code: CATHUS6L) owned by NCN Group in Cathay Bank Hong-Kong Branch (the “ Escrow Account ”) and cause the Escrow Account to be continuously subject to the Fixed Charge over Bank Account referred to in Exhibit E annexed hereto. The Company shall submit to the Collateral Agent for approval a written application for every drawdown from the Escrow Account, which application shall detail the proposed use of such drawdown amount, the estimated timeline for such usage, the cash flow channel utilized with respect thereto and include such other information with respect thereto requested by the Collateral Agent (each, a “ Drawdown Notice ”). The Company may withdraw amounts from the Escrow Account only with the express written consent of the Collateral Agent and shall only use the proceeds of any such withdrawal in accordance with the description thereof set out in the relevant Drawdown Notice; it being understood that, if the amounts withdrawn are not promptly applied in accordance with such Drawdown Notice and the Transaction Documents, the Company shall immediately provide written notice to the Collateral Agent of such event and, unless otherwise agreed by the Collateral Agent, redeposit any such amount in the Escrow Account or, as the case maybe, a new PRC escrow account satisfactory to the Collateral Agent whereby the written approval of a designee of the Collateral Agent is required, in a manner satisfactory to the Collateral Agent, for any withdraw of funds from such PRC escrow account.

	(cc)	Within 30 days after the Third Closing or such later date as agreed to by the Collateral Agent, the Company and Quo shall take all necessary action in accordance with Applicable Law to establish a joint venture between Linkrich and Quo in the PRC, in form and substance satisfactory to the Collateral Agent (the “ Ad JV ”). Linkrich and Quo shall initially hold 51% and 49%, respectively, of the equity interests of the Ad JV and the Company and Quo agree to take all necessary actions in accordance with Applicable Law to increase Linkrich’s equity holding in the Ad JV to at least 90%, in such case in form and substance satisfactory to the Collateral Agent. Upon written notice by the Collateral Agent or Majority Holders to the Company, the Company shall promptly replace any of the Designated Holders of Quo with a nominee chosen by the Collateral Agent or Majority Holders at any time after the Third Closing, such that the Investors control at least 90% of the equity interest of Quo; it being understood that the price for such transfer of equity interest in Quo shall be nominal as to the Investors.

(dd)

Within 30 days of the Third Closing or such later date as agreed to by the Collateral Agent, the Company shall cause NCN Media, through its wholly owned subsidiary Crown Eagle, to establish a new WFOE in accordance with Applicable Law, in form and substance satisfactory to the Collateral Agent (the “ Operating Lease WFOE ”). The Company and its Subsidiaries will cause the Operating Lease WFOE to purchase all the LED panels and, unless otherwise agreed by the Collateral Agent, all other LED panels of any nature purchased by the Company or any of its Subsidiaries, and all such purchases shall be on terms and conditions in form and substance satisfactory to the Collateral Agent. For each Crown Eagle Shareholder Loan, the Company shall cause Crown Eagle and the Operating Lease WFOE to execute and deliver to the Company and the Colla

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