0001193125-06-080506 Sample Contracts

EXCHANGE AGREEMENT
Exchange Agreement • April 14th, 2006 • China Media Networks International Inc. • Television broadcasting stations • Massachusetts

This EXCHANGE AGREEMENT, dated as of April 13, 2006 (this “Agreement”), is by and among China Media Networks International, Inc., a Nevada corporation (the “Company”), and Vicis Capital Master Fund, Midtown Partners & Co., LLC and Nite Capital, L.P. (collectively, the “Exchange Holders”).

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