STOCK OPTION AGREEMENT

                 Exhibit 10.4

STOCK OPTION AGREEMENT

This Stock Option Agreement (the “Option Agreement”) is made as of February 9, 2006 by and between Network CN, Inc. , a Delaware corporation (the “Company”), and Sean O’Halloran (the “Optionee”).

WHEREAS, the parties have entered into an agreement to provide legal services dated February 9, 2006 related to the Company’s reporting obligations under the Securities Exchange Act of 1934, as amended (the “Engagement Agreement”);

WHEREAS, pursuant to the Engagement Agreement, the Company has agreed to grant Optionee an option to purchase 25,000 shares of the Company’s Common Stock subject to the terms and conditions hereunder;

NOW, THEREFORE, in consideration of the mutual covenants and representations set forth below, the Company and Optionee agree as follows:

(i)    The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; or

(ii)  The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

(c)          “ Parent ” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

(d)           “ Securities Act means the Securities Act of 1933, as amended.

(e)          “ Subsidiary ” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.  

2.             Grant of Option . The Company hereby grants to Optionee an option (the “Option”) to purchase 25,000 shares of the Company’s Common Stock, $.001 par value (the “Shares”) at an exercise price of $0.10 per Share (the “Exercise Price”). This Option shall be treated as a Nonstatutory Stock Option (“NSO”).

3.             Exercise of Option . This Option shall be exercisable during the term hereof by delivery of an exercise notice in the form attached as Exhibit A (the “Exercise Notice”) which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised, and such other representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares or instructions with respect to which exercise option Optionee has selected, as the case may be. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price or instructions with respect to an alternative exercise method, as the case may be. No Shares shall be issued pursuant to the exercise of an Option unless such issuance and such exercise complies with applicable laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares.

4.             Optionee’s Representations . In the event the Shares have not been registered under the Securities Act at the time this Option is exercised, the Optionee shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company his Investment Representation Statement in the form attached hereto as Exhibit B .

5.             Method of Payment . Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee:

(a)          by cancellation of indebtedness of the Company to the Optionee;

(b)          by surrender of shares of the Company’s Common Stock that (i) either (A) have been owned by Optionee for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (B) were obtained by Optionee in the open public market; and (ii) are clear of all liens, claims, encumbrances or security interests;

(c)          by waiver of compensation due or accrued to Optionee for services rendered;

(d)          provided that a public market for the Company’s stock exists: (i) through a “same day sale” commitment from Optionee and a broker-dealer that is a member of the National Association of Securities Dealers (an “NASD Dealer”) whereby Optionee irrevocably elects to exercise the Option and to sell a portion of the Shares so purchased sufficient to pay for the total Exercise Price and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company, or (ii) through a “margin” commitment from Optionee and an NASD Dealer whereby Optionee irrevocably elects to exercise the Option and to pledge the Shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the total Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company;

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(e)          any other form of consideration approved by the Company’s Board; or

(f)           by any combination of the foregoing.

6.            Term of Option . This Option may be exercised until February 9, 2011.

7.             Tax Obligations . Optionee agrees to make appropriate arrangements with the Company for the satisfaction of all Federal, state, local and foreign income and employment tax withholding requirements applicable to the Option exercise. Optionee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise.

8.             Registration . If the Company at any time proposes for any reason to register its common stock under the Securities Act (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto), it shall include in such registration all of the Shares issued or issuable upon exercise of this Option on the same terms and conditions as the securities otherwise being registered in such registration. The Company shall pay the fees and expenses for such registration.

9.             Entire Agreement; Governing Law . This Option Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes in its entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the OptioneeR