STOCK TRANSFER AGREEMENT

Exhibit 10.1

STOCK TRANSFER AGREEMENT

(CHINESE OMITTED)

Dated ______________________ among

WHEREAS

(A) Shanghai Quo Advertising Company Limited <<(CHINESE OMITTED>> (hereinafter referred to as "the Company") is registered in the People’s Republic of China with limited liability and with registered share capital of RMB3,000,000.00 A brief introduction of the Company is set out in Appendix 1 to this Agreement.

(B) As of the date of this Agreement, the Sellers hold 100% of the Company’s registered capital.

(C) As of the date of this Agreement, the Purchaser’s holding company, Network CN Inc. ("NWCN"), is listed on the OTCBB in the United States (trading code: NWCN).

(D) Zhang Lina agrees to sell 90% of Company’s equity stockholding held on the Date of Agreement and Zhang Qinxiu agrees to sell 10% of Company’s equity stockholding held on the Date of Agreement, and the Purchaser agrees to buy 100% of the Company’s shares ("Sale Shares") beneficially owned by the Sellers. The particulars of the Sellers and the Sale Shares are set out in "Appendix 2" to this Agreement.

It is hereby agreed as follows:

1. Definitions

1.1 In this Agreement, unless the context otherwise requires or expressly provides, the following words shall have the following meanings respectively

"Agreement" means this agreement as amended and/or supplemented from time to time in accordance with provisions herein;

" Board" means the board of directors of the Company

"Business Day" means a day, other than a Saturday or any 8th typhoon or rainstorm warning day, on which banks are open for business in Hong Kong Special Administrative Region;

"Company" has the meaning as stated in Recital (A);

"Company Law" means the Companies Ordinance of the Hong Kong Special Administrative Region
(Chapter 32);

"Completion Date" means the date which is 10 business days after the day on which the condition set out in Clause 3.1 has been complied with and satisfied by the purchaser, or exempted;

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"Completion" means the Completion of the sales and purchase of the shares of the company in accordance with his Agreement;

"Purchase Price" means the price set out in Clause 4.1 hereof, being the price payable by the Purchaser hereunder.

"Director(s)" means the directors of the Company or any one of them, as the case may be;

"Pledge or Mortgage" means the pledge or mortgage of any assets, rights or similar interest (except those specially required by law) and including debenture loans and pledge of intangible assets, whether at present or in the future.

"Company" means this Company and its subsidiaries and any one of these companies, as the case may be;

"HK$" means Hong Kong dollar;

"Hong Kong" means the Hong Kong Special Administrative Region;

"China" for the purpose of this Agreement means the People’s Republic of China excluding Hong Kong Special Administrative Region and the Macau Special Administrative Region;

"Purchaser’s Agent" means the party appointed by the Purchaser to hold shares in the Company in accordance with this Agreement;

"RMB" means renmibi, China’s legal tender;

"Sale Shares" means 100% of the Company’s equity to be sold by the Sellers to the Purchaser hereunder;

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"Tax" means all the taxes arising or payable in China, including but not limited to income tax, interest tax, personal income tax, property tax, estate duty, stamp duty, sales tax, custom duty and tax relief deduction and rebate as provided by the law, and also includes relating tax penalties, fees and interest;

"US" means the United States of America;

"US$" means US dollar, the exchange rate of which is presumed for the purpose of this Agreement to be one US$ to 7.8 HK$.

2. Stock Transfer

2.1 In accordance with the terms and conditions of this Agreement, the Sellers as the beneficial owner of the Sale Shares shall sell, and the Purchaser shall in accordance with the covenants of this Agreement purchase the same and pay the consideration set out in this Agreement for the purchase of the Sale Shares free from pledge or mortgage or other encumbrances which shall include without limitation all rights to share dividends as may be declared or distributed on or after the date of this Agreement.

3. Conditions

3.1 The completion of the sale and purchase of shares hereunder shall be conditional upon:

(a) The Purchaser’s satisfaction with the completion and result of a comprehensive due diligence inspection of the Company (which shall cover without limitation the legal, financial and commercial aspects) and the Purchaser shall have the absolute discretion in deciding whether or not it is satisfied with the result of such inspection.

(b) The obtaining of the relevant Board Resolution and Shareholders’ Resolution of the Company to approve the terms of this Agreement and all matters and affairs relating to the transaction hereunder, as required.

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(c) To obtain all necessary consent and approval as may be required under the laws and regulations governing stock trading in the United States of America (including all relevant consents and approvals of governmental and regulatory authorities) regarding the transaction hereunder for the consideration as agreed by the Purchaser.

(d) All the covenants and confirmation contained in this Agreement being truthful and free from misleading information from the date of this Agreement until the date of Completion.

(e) The Sale Shares be freely transferable to an independent third party without violation of the laws and regulations of the People’s Republic of China or its governmental policy.

3.2 The Sellers shall use its best endeavours to assist the Purchaser and such persons as the Purchaser may authorize for such purpose to complete the due diligence inspection and to allow them to enter into the premises of the Company and to peruse all the books, documents, contracts, records, tax forms, permits, correspondence and return forms and such other information of the Company as the Purchaser may reasonably require, so that it can conduct a comprehensive due diligence exercise (covering, but not limited to, the legal, financial and business aspects of the Company), and allow copies to be made of the relevant documents. The Company’s directors and staff should give the Purchaser all the required information and explanations. For the avoidance of doubt, the carrying out of due diligence inspection will not exonerate the Sellers from any obligation or liability towards the Purchaser nor limit the scope of such obligation or liability.

3.3 The Purchaser is entitled to waive any requirement under Clause 3.1 hereof. If, (a) any condition under Clause 3.1(a) has not been fulfilled (or otherwise waived by the Purchaser) before 3:00 p.m. on the Completion Date or on such postponed date for Completion as the Purchaser may agree or (b) the Purchaser is not satisfied with the result of the due diligence inspection according to Clause 3.2 hereof and notify the Sellers according in writing, then this Agreement shall become null and void and neither party shall have any further obligation or liability towards the other under this Agreement.

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3.4 If any pre-condition to Completion has not been fulfilled on or before the Completion Date or has been rendered unfulfillable then the Sellers or the Company must upon its gaining knowledge of the situation forthwith inform the Purchaser in writing accordingly. Both parties hereby declare that notwithstanding the issue of the written notification mentioned above all the Sellers’ legal obligations under this Agreement will remain unchanged.

3.5 From the date of this Agreement until the Completion Date, save and except with the consent of the Purchaser, the Sellers covenant to procure that the Company will:-

keep the daily operation and maintenance of best practice

maintain its full operation;

accounts payable in a timely fashion;

maintain all records of the major operation the Sellers and the Company accurately.

comply with the government’s main demands, except where is reason to object to such demand and the consent of the Purchaser to raise such objection having been obtained;

pay up the payments which should be paid out of the turnover or profits, taxes and fees and government funds, except where there is sufficient reason for claiming that such sums are not payable and the prior consent of the Purchaser to object to such payment having been obtained;

fulfill all the provisions of contracts signed by the Sellers or the Company;

refrain from selling any of the Company’s assets and contractual rights without first obtaining the prior written consent of the Purchaser.

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(b) The Sellers on the signing of this Agreement will covenant and confirm that they will not suffer or allow the Company to:

change its Articles of Association

wind-up voluntarily;

transfer its interest to a third-party;

declare or pay dividends to its Shareholders;

issue, re-purchase, sell or transfer or assume any liability for the issue, re-purchase, sell or transfer of any share in the Company;

create new class of shares or to sub-divide its shares or merge existing shares;

change any obligations contained in any signed contract and its contents, including the loan or mortgage contract

sell any assets and contractual rights of the company without first obtaining the written consent of the Purchaser.

3.6 The Sellers and the Company agree to give the Purchaser, the Purchaser’s Agent and its representative reasonable access to check and inspect the papers of the Company from now on until the Completion Date. The Sellers shall assist the accountant appointed by the Purchaser in order to conduct an audit of the Company’s accounts in accordance with the accounting principles and standard prevailing in Unit States of America.

3.7 The Sellers covenant with the Purchaser and confirms that there has not been a substantial depreciation of the capital assets of the Company, the business of the Company, on the prospects or financial position of the Company.

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3.8 In the event of any breach of the Sellers’ covenants or the occurrence of any event prior to the date of this Agreement which would constitute a breach of such covenants and such breach of covenant cannot be fulfilled (in the case of covenants requirement the fulfillment of certain criterion) or rectified before Completion of the transaction hereunder, the Purchaser shall be entitled to terminate this Agreement and the transaction hereunder by written notice to the Sellers.

4. The prices of shares transfer

4.1 The price for the acquisition of the shares of the Company hereunder is HK$7,500,000.00. The Purchasers shall in accordance with Appendix 2 pay HK$500,000.00 as part of the price and pay the remaining balance of the price to be paid in kind on Completion Date, being 300,000.00 shares of Network CN Inc., the holding company of the Purchaser, which are listed on OTCBB stock market. The payment of the monetary portion of the price will be made in one installment on the third days respectively after the Completion Date and be paid into the account designated by the Sellers. Both parties to this Agreement agree to presume for the purpose of determining the quantity of shares to be given to the Sellers under this clause that the value of such shares of Network CN Inc. shall be equivalent to HK$7,000,000.00 (approximately US$2.99 per share of Network CN Inc.).

5. Completion

5.1 The transaction hereunder shall be completed at the office of Crown Winner International Limited, where address is 21/F., Chinachem Century Tower, 178 Gloucester Road, Wanchai, Hong Kong.

Transaction time shall be 3:00 p.m. on the Completion Date (or such other location and time as the parties may otherwise agree) and on such Completion the conditions contained in the Clause 5 and Clause 3.1 shall be fulfilled.

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5.2 On Completion Date, the Sellers shall provide the following:-

(a) A set of documents to be certified by the directors of the Company or its legal representative, being the complete record of the shareholders’ resolution and board resolution of the Company approving the present transaction and the matters as stated in Clause 4.1 hereof.

(b) All legal documents such as minutes of meetings etc. (updated to the Completion Date):-

All return forms (concerning receipts and payments up to Completion Date);

All other documents and correspondences relating to the Company which have been retained or remained under the control and ownership of the Sellers.

Unless otherwise agreed by the Purchaser the items mentioned in Clause 5.2(b) shall be retained by the Company after Completion Date.

5.3 On Completion Date the Sellers shall convene a meeting of the shareholders of the Company at the request of the Purchaser in order to confirm their approval of the contents of this Agreement including the following:-

(i) To approve the sale of the Sale Shares; and

(ii) To modify the Articles of the Company as the Purchaser may require for the purpose of completing the purchase of the Sale Shares.

5.4 The following Clauses 6 to 16 (both inclusive) shall survive Completion of the transaction hereunder and remain in force thereafter.

6. The Structure of the company

6.1 On Completion of the transaction hereunder the business and operation of the Company shall be managed by the Board.

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6.2 The Board shall have 3 members, the Purchaser or the Purchaser’s Agent shall have the right to nominate all 3 persons to the Board of the Company from time to time.

6.3 The quorum for Board meetings shall be 2 Directors, whether attending in person or by proxy.

6.4 Board meetings shall be held at least once in every half year, unless otherwise agreed by all the Directors.

7. Exclusivity

7.1 The Sellers have negotiated exclusively and in good faith with the Purchaser regarding the transaction under this Agreement and the details thereof and the Sellers agree that it will not seek another purchaser for the same after the signing of this Agreement. If the Sellers unilaterally and without good cause enter into negotiation with another prospective purchaser for the sale of the shares of the Company without first obtaining the consent in writing of the Purchaser then the Sellers must compensate the Purchaser with the payment of a reasonable sum so as to compensate the Purchaser for the time, cost and effort spent in the negotiation of this transaction.

8. Commitments

8.1 The Sellers and the Company jointly covenant with the Purchaser (to the intent that such covenant will be binding whether or not the transaction has been completed):-

(a) These covenants are truthful and accurate in every respect, up to and including the Completion Date.

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(b) Both the Sellers and the Company have the requisite legal capacity and authority to enter into and perform those provisions this Agreement with binding effect on them.

(c) The Sale Shares represent 100% of the equity (having taken into account all diluting effect, if any).

(d) The shares of the Company are not subject to any share option or pledge or debenture or similar instrument issued in favour of a third party which entitles such third party to claim against the Company regarding the same.

(e) There is and will be no Pledge or Mortgage of the shares to affect the sale of the shares hereunder whether at present, on Completion Date or in the future.

(f) The Sellers have the right to sell the Sale Shares according to the Agreement in a legally binding and complete manner without the need to obtain the consent of a third party.

(g) The data in Appendix 1 and 2 are accurate and truthful in all respects.

8.2 At any time prior to the Completion of the transaction, if any of the following events occur:-

(a) Any violation of the Sellers’ covenants and confirmation mentioned above;

(b) The presence of any misrepresentation or misleading element in the above mentioned covenants;

(c) And such event would have affected the willingness of a reasonable purchaser to pay for such purchase, then the Sellers shall immediately inform the Purchaser in writing and the Purchaser shall be entitled to rescind this Agreement within 7 days of its receipt of such notice (inclusive of the date of receipt).

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