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Exhibit 10.1
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
mo
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