THIS
      NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
      THIS
      NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE
      OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN
      OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
      IS NOT REQUIRED.

    


    
      	
              Principal
                Amount: [25,000.00]

            	
              Issue
                Date: August ___, 2006

            


    

    


    CHINA
      BROADBAND, LTD.

    


    7%
      CONVERTIBLE PROMISSORY NOTE 

    


    FOR
      VALUE
      RECEIVED, China Broadband, Ltd., a Cayman Islands Company (the “Borrower”),
      hereby promises to pay to _____________________, __________________,
      ________________ (the “Holder”)
      or its
      registered assigns or successors in interest or order, without demand, the
      sum
      of [Twenty
      Five Thousand Dollars ($25,000.00)]
      (“Principal
      Amount”),
      with
      simple and unpaid interest thereon, on February 28, 2007(said date, as may
      be
      accelerated herein, is referred to herein as the “Maturity
      Date”).
      

    


    This
      Note
      (the “Note”)
      has
      been issued into pursuant to the terms of a Note Purchase Agreement (the
“Note
      Purchase Agreement”)
      between the Borrower, the Holder, and certain other holders (the “Other
      Holders”)
      of
      Notes (the “Other
      Notes”),
      dated
      of even date herewith, and shall be governed by the terms of such Note Purchase
      Agreement. Unless otherwise separately defined herein, all capitalized terms
      used in this Note shall have the same meaning as is set forth in the Note
      Purchase Agreement. 

    


    1. INTEREST;
      AMORTIZATION

    


    1.1. Interest
      Rate.
      Subject
      to Section 5.5 hereof, interest payable on this Note shall accrue at a rate
      per
      annum (the “Interest
      Rate”)
      equal
      to seven percent (7%). Interest shall be calculated on the basis of a 360-day
      year. Interest on the Principal Amount shall accrue from the date of this Note
      and be payable pursuant to Section 2.1 hereof on the Maturity Date, whether
      by
      acceleration or otherwise. 

    


    1.2. Transfer.
      Subject
      to compliance with applicable securities laws, this Note, and the rights
      evidenced hereby, may be transferred, sold,
      pledged, hypothecated or otherwise granted as security
      by any
      registered holder hereof (a “Transferor”).
      On
      the surrender for exchange of this Note, with a duly executed Transferor’s
      endorsement (the “Transferor
      Endorsement Form”)
      and an
      opinion of counsel reasonably satisfactory to the Company (which requirement
      may
      be waived by the Company), that the transfer of this Note will be in compliance
      with applicable securities laws, the Company at the expense of the Transferor,
      will issue and deliver to or on the order of the Transferor thereof a new Note
      or Notes of like tenor, in the name of the Transferor and/or the transferee(s)
      specified in such Transferor Endorsement Form (each a “Transferee”),
      calling in the aggregate on the face or faces thereof for the Principal Amount
      called for on the face or faces of the Note so surrendered by the Transferor.
      No
      such transfers shall result in a public distribution of the Note. 

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    1.3. Replacement.
      Upon
      receipt of a duly executed, notarized and written statement (which shall include
      (a) a covenant from the Holder to indemnify the Borrower against
      any and all loss or damage attributable to a third-party claim in an amount
      in
      excess of the actual amount then due under the Note, and (b) an express
      authorization that the
      Borrower may offset any such amounts against amounts then due under the Note)
      from the Holder with respect to the loss, theft or destruction of this Note
      (or
      any replacement hereof), or, in the case of a mutilation of this Note, upon
      surrender and cancellation of such Note, the Maker shall issue a new Note,
      of
      like tenor and amount, in lieu of such lost, stolen, destroyed or mutilated
      Note.

    


    2. REPAYMENT

    


    2.1. Payment
      of Interest.
      All
      interest and Principal shall be paid on the earlier to occur of the Maturity
      Date or the date that this Note is converted. 

    


    2.2. Prepayment.
      The
      Borrower has the option of prepaying the outstanding Principal Amount of this
      Note and any accrued interest (to the extent not previously paid) thereon,
      in
      whole or in part, at any time prior to the Maturity Date upon giving the Holder
      hereof 30 days written notice and right to convert into such number of
      Conversion Shares of the Company as would result in the Holder receiving the
      same number of shares in a Business Combination as it would receive in section
      3.2 below.

    


    3. CONVERSION
      RIGHTS

     

    3.1   
      Mandatory
      Conversion. 
      This Note shall become convertible in its entirety at the discretion of the
      Holder at any time on or after the consummation of a Business Combination into
      such number of shares of Common Stock of the Parent Company as equals 2.4%
      of
      the aggregate issued and outstanding shares of the Parent Company on a fully
      diluted basis (other then certain shares that may be issued upon exercise of
      warrants that may be issued in connection with a Major Financing),
      multiplied by a fraction, the numerator of which is the principal amount of
      this
      Note and the denominator of which is 300,000. 

    


    3.2 
      Exercise
      of Conversion Right- Issuance of Shares. 
      Upon conversion of this Note, Holders shall receive upon surrender of the Note
      to the Parent Company along with the instructions for conversion duly executed
      by the Holder, (i) such number of shares as set forth in 3.1 above and (ii)
      interest accrued and unpaid through the date of conversion. 

     

    3.3  
      Reservation
      of Shares. 
      The Company shall, as a condition to entering into any Business
      Combination, require any Parent Company to assume all of the Company's
      obligations under the Note, Registration Rights Agreement and Purchase Agreement
      and to reserve sufficient number of shares for issuance to the Holders upon
      conversion of this Note in accordance with its terms. 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    4. EVENTS
      OF DEFAULT. 

     

    4.1. The
      occurrence of any of the following events, after written notice thereof by
      the
      Holder to the Borrower, shall be an “Event of Default” under this
      Note:

     

    4.1.1. the
      Borrower shall fail to make the payment of any amount of principal or interest
      outstanding the date such payment is due hereunder, which failure is not cured
      within ten (10) business days of receipt of notice to the Borrower;
      or 

     

    4.1.2. the
      Borrower shall (i) apply for or consent to the appointment of, or the taking
      of
      possession by, a receiver, custodian, trustee or liquidator of itself or of
      all
      or a substantial part of its property or assets, (ii) make a general assignment
      for the benefit of its creditors, (iii) commence a voluntary case under the
      United States Bankruptcy Code (as now or hereafter in effect) or under the
      comparable laws of any jurisdiction (foreign or domestic), (iv) file a petition
      seeking to take advantage of any bankruptcy, insolvency, moratorium,
      reorganization or other similar law affecting the enforcement of creditors’
rights generally, (v) acquiesce in writing to any petition filed against it
      in
      an involuntary case under United States Bankruptcy Code (as now or hereafter
      in
      effect) or under the comparable laws of any jurisdiction (foreign or domestic),
      (vi) issue a notice of bankruptcy or winding down of its operations or issue
      a
      press release regarding same, or (vii) take any action under the laws of any
      jurisdiction (foreign or domestic) analogous to any of the foregoing;
      or 

     

    4.1.3. a
      proceeding or case shall be commenced in respect of the Borrower, without its
      application or consent, in any court of competent jurisdiction, seeking (i)
      the
      liquidation, reorganization, moratorium, dissolution, winding up, or composition
      or readjustment of its debts, (ii) the appointment of a trustee, receiver,
      custodian, liquidator or the like of it or of all or any substantial part of
      its
      assets in connection with the liquidation or dissolution of the Borrower or
      (iii) similar relief in respect of it under any law providing for the relief
      of
      debtors, and such proceeding or case described in clause (i), (ii), or (iii)
      shall continue undismissed, or unstayed and in effect, for a period of sixty
      (60) days or any order for relief shall be entered in an involuntary case under
      Noteed States Bankruptcy Code (as now or hereafter in effect) or under the
      comparable laws of any jurisdiction (foreign or domestic) against the Borrower
      or action under the laws of any jurisdiction (foreign or domestic) analogous
      to
      any of the foregoing shall be taken with respect to the Borrower and shall
      continue undismissed, or unstayed and in effect for a period of sixty (60)
      days;
      or 

     

    4.1.4 any
      material breach of any representation, warranty or covenant of the Company
      made
      herein or in the Note Purchase Agreement, the Registration Rights Agreement
      or
      any other transaction document or agreement, statement or certificate given
      in
      writing pursuant hereto or in connection herewith, which breach is not cured
      within 21 business days of receipt of notice to the Borrower.; or 

    


    4.1.5 the
      failure of Borrower to require the assumption of the Borrower’s obligations
      herein as set forth in Section 3.3; or

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    4.1.6 except
      as
      otherwise set forth herein to the contrary, the failure of the Borrower to
      pay
      any amounts due to the Holder herein or in the Note Purchase Agreement or the
      Registration Rights Agreement within twenty (20) business days of receipt of
      notice to the Borrower.

    


    4.2. Remedies
      Upon An Event of Default.
      If an
      Event of Default shall have occurred and shall be continuing, the Holder of
      this
      Note may at any time at its option, (a) declare the entire unpaid principal
      balance of this Note, together with all interest accrued hereon, due and
      payable, and thereupon, the same shall be accelerated and so due and payable,
      without presentment, demand, protest, or notice, all of which are hereby
      expressly unconditionally and irrevocably waived by the Borrower; provided,
      however, that upon the occurrence of an Event of Default described in Sections
      4.1.1, 4.1.3 or 4.1.4, the outstanding principal balance and accrued interest
      hereunder shall be automatically due and payable, or (b) exercise or otherwise
      enforce any one or more of the Holder’s rights, powers, privileges, remedies and
      interests under this Note, the Note Purchase Agreement, other transaction
      document or applicable law. No course of delay on the part of the Holder shall
      operate as a waiver thereof or otherwise prejudice the right of the Holder.
      No
      remedy conferred hereby shall be exclusive of any other remedy referred to
      herein or now or hereafter available at law, in equity, by statute or otherwise.
      

     

    5. MISCELLANEOUS

    


    5.1. Notices.
      All
      notices, demands, requests, consents, approvals, and other communications
      required or permitted hereunder shall be in writing and, unless otherwise
      specified herein, shall be (i) personally served, (ii) deposited in the mail,
      registered or certified, return receipt requested, postage prepaid, (iii)
      delivered by a nationally recognized overnight air courier service with charges
      prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
      as set forth below or to such other address as such party shall have specified
      most recently by written notice. Any notice or other communication required
      or
      permitted to be given hereunder shall be deemed effective (a) upon hand delivery
      or delivery by facsimile, with accurate confirmation generated by the
      transmitting facsimile machine, at the address or number designated below (if
      delivered on a business day during normal business hours where such notice
      is to
      be received), or the first business day following such delivery (if delivered
      other than on a business day during normal business hours where such notice
      is
      to be received) or (b) on the second business day following the date of mailing
      by a nationally recognized overnight courier service, fully prepaid, addressed
      to such address, or upon actual receipt of such mailing, whichever shall first
      occur or
      (c)
      three business days after deposited in the mail if delivered pursuant to
      subsection (ii) above.
      The
      addresses for such communications shall be as follows

    


    (i)
      if to
      the Company:   

    China
      Broadband, Ltd.

    1900
      Ninth Street, 3rd
      Floor

    Boulder,
      CO 80302 

    Attn.:
      Stephen P. Cherner

     
         Vice
      president, Secretary

    Tel.:
      (303) 449-7733

    Fax:
      (303) 449-7799

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    with
      a
      copy 

    (by
      facsimile only)
      to:           
          Hodgson
      Russ LLP

    60
      East
      42nd
      Street,
      37th
      Floor

    New
      York,
      New York 10165

    Attn:
      Ronniel Levy, Esq.

    Te.:
      (212) 661-3535

    Facsimile:
      (212) 972-1177

    


    (ii)
      if
      to the
      Holder:                        
to
      the
      name, address, and facsimile number set forth in the on the books and records
      of
      the Company,

    


    with
      a
      copy 

    (by
      facsimile only)
      to:                     
Westpark
      Capital, Inc.

                                                              One
      Penn
      Plaza

                    
    
Suite
      2411

                              New
      York,
      New York 10119

    Attn:
      Mark I. Lev

    Facsimile:
      (212) 714-1835

    


    5.2. Amendment
      Provision.
      The
      term “Note” and all reference thereto, as used throughout this instrument, shall
      mean this instrument as originally executed, or if later amended or
      supplemented, then as so amended or supplemented.

    


    5.3. Assignability.
      This
      Note shall be binding upon the Borrower and its successors and assigns, and
      shall inure to the benefit of the Holder and its successors and
      assigns.

    


    5.4. Governing
      Law.
      This
      Note
      shall be governed by and construed in accordance with the laws of the State
      of
      New York, without regard to conflicts
      of laws
      principles that would result in the application of the substantive laws of
      another jurisdiction. Any
      action brought by either party against the other concerning the transactions
      contemplated by this Agreement shall be brought only in the state courts of
      New
      York or in the federal courts located in the state of New York. Both parties
      and
      the individual signing this Note on behalf of the Borrower agree to
      submit
      to the
      jurisdiction of such courts. The prevailing party shall be entitled to recover
      from the other party its reasonable attorney’s fees and costs. In the event that
      any provision of this Note is invalid or unenforceable under any applicable
      statute or rule of law, then such provision shall be deemed inoperative to
      the
      extent that it may conflict therewith and shall be deemed modified to conform
      with such statute or rule of law. Any such provision which may prove invalid
      or
      unenforceable under any law shall not affect the validity or unenforceability
      of
      any other provision of this Note. 

    


    5.5. Maximum
      Payments.
      Nothing
      contained herein shall be deemed to establish or require the payment of a rate
      of interest or other charges in excess of the maximum permitted by applicable
      law. 

    


    5.6. Construction.
      Each
      party acknowledges that it has been afforded the opportNotey to have its legal
      counsel participated in the preparation of this Note and, therefore, stipulates
      that the rule of construction that ambiguities are to be resolved against the
      drafting party shall not be applied in the interpretation of this Note to favor
      any party
      against
      the other.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    5.7. Stockholder
      Rights. 
      Holder
      is and lender and creditor only and shall not be deemed a stockholder or equity
      holder of the Company, and shall not have any voting or other rights as a
      stockholder until such time as the Note is converted in accordance with its
      terms.

    


    5.8. Remedies
      Cumulative.
      This
      Note shall be deemed an unconditional obligation of the Company for payment
      of
      money only. In addition to any other remedies that the Holder may have, or
      actions that the Holder may take, the Holder (on its/his/her own or with one
      or
      more other Holders or through a representative) may enforce this Note by summary
      or similar proceeding pursuant to New York CPLR 3213 or similar proceeding.
      

    


    [SIGNATURE
      PAGE FOLLOWS]

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF,
      Borrower has caused this Note to be signed in its name by an authorized officer
      as of the ___th
      day of
      ___________, 2006.

     

    
      	 	 	 
	 	
              CHINA
                BROADBAND, LTD.

            
	 
 	 
 	 
 
	 	By: 	 
	 	
              
Name:
              Stephen P. Cherner
	 	Title:
              Vice President, Secretary


    

     

    
      	WITNESS:	 	 	 
	 	 	 	 
	 	 	 	 
	
              

            	 	 	
            


    

    


    
      
        
        

      

      
        7