0001214659-07-002443 Sample Contracts

CONVERTIBLE PROMISSORY NOTE OF NETWORK CN INC.
Network Cn Inc • November 14th, 2007 • Blank checks • California

This Note is issued pursuant to that certain Note and Warrant Purchase Agreement dated as of the date hereof (the “Purchase Agreement”), by and among the Company, the original holder of this Note, and is subject to the provisions thereof. Any term used herein, but not defined herein, shall have the meaning ascribed to it in the Purchase Agreement.

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NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • November 14th, 2007 • Network Cn Inc • Blank checks • California

This NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement’) is made as of November 12, 2007 by and between Network CN Inc., a Delaware corporation (the “Company”), and Wei An Developments Limited (the “Investor”).

NETWORK CN INC. WARRANT
Network Cn Inc • November 14th, 2007 • Blank checks • California

This Warrant is issued to Wei An Developments Limited (the "Holder"), pursuant to the terms of that certain Note and Warrant Purchase Agreement (the "Purchase Agreement"), dated as of November 12, 2007, between the Holder and Network CN Inc. (the “Company”).

Text marked by [***] has been omitted pursuant to a request for confidential treatment and was filed separately with the Securities and Exchange Commission.
Agreement • November 14th, 2007 • Network Cn Inc • Blank checks

In consideration of the agreements hereinafter contained Guiding Media shall grant to Quo the exclusive agency right (“Agency”) to operate 98 freestanding multimedia advertisement light boxes (“Media”) to be situated at designated locations within the International Zone of Number Three Terminal of Beijing International Airport in China (“Airport”) for a term of 36 months from 1st January, 2008 to 31st December, 2010 (“Term of Agency”)for commercial advertisements (“Advertisement Project”). The designated locations are more particularly set out in the Schedule hereto.

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