AMENDMENTNO. 3 TONOTE EXCHANGE AND OPTION AGREEMENT

This AMENDMENT NO. 3 to the NOTE EXCHANGE AND OPTION AGREEMENT is entered into as of January 1, 2010 (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 is 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).

 

The Parties entered into a Note Exchange and Option Agreement, dated as of April 2, 2009, as amended by Amendment No. 1 to Note Exchange and Option Agreement, dated as of July 1, 2009, and Amendment No. 2 to Note Exchange and Option Agreement, dated as of September 30, 2009 (together, 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 9 months after April 2, 2009. The Parties now desire to enter into this Amendment to modify the terms of the Original Agreement as more specifically set forth herein.