Unassociated Document


    Confidential
      - Without Prejudice

    For
      Settlement 

    Purposes
      Only

    


    SETTLEMENT
      AGREEMENT

     

    This
      Settlement Agreement (the “Agreement”)
      is
      made and entered into as of January 9, 2008, by and among China Broadband,
      Inc.,
      a Nevada corporation (sometimes referred to herein as “Broadband”),
      China
      Broadband, Ltd., a Cayman Islands limited company and wholly-owned subsidiary
      of
      China Broadband, Inc. (Broadband and China Broadband Ltd. sometimes collectively
      referred to herein as the “Company”),
      Stephen P. Cherner (“Cherner”),
      Maxim
      Financial Corporation (“Maxim”),
      Mark
      L. Baum (“Baum”),
      James
      Panther (“Panther”),
      BCGU,
      LLC (“BCGU”
and
      together with Panther and Baum, the “BCGU
      Group”),
      Mark
      I. Lev (“Lev”),
      Wellfleet Partners, Inc. (“Wellfleet”,
      and
      collectively with Cherner, Maxim, the BCGU Group and Lev the “Investor
      Group”
and
      collectively with the Company, the “Company
      Parties”),
      Pu
      Yue (“Pu”)
      and
      Clive Ng (“Ng”
and
      collectively with Pu, the “Executives”)
      and
      Chardan Capital Markets, LLC, a limited liability company formed under the
      laws
      of the State of New York (“Chardan”),
      Jaguar Acquisition Corporation, a Delaware corporation (“Jaguar”),
      and
      China Cablecom Holdings, Ltd., a British Virgin Islands subsidiary of Jaguar
      (“Cablecom
      Holdings”
and
      together with Jaguar and Chardan, the “Jaguar
      Parties”).

     

    WHEREAS,
      a dispute has arisen that the parties hereto (collectively, the “Parties”)
      wish
      to resolve and settle amicably; and 

     

    WHEREAS,
      the Parties have reached this Agreement on the terms and conditions provided
      herein. 

     

    NOW,
      THEREFORE, in consideration of the above premises and for valuable
      consideration, the receipt and legal sufficiency of which are hereby
      acknowledged, the Parties agree, subject to the terms hereof, as
      follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.  Transfers
      by Ng of Securities Issued by China Cablecom Holdings, Ltd. 

     

    (a)  As
      soon
      as practicable, but (unless required by applicable law) not later than three
      (3)
      business days after the closing of the proposed merger of a subsidiary of
Cablecom
      Holdings, as successor to Jaguar in its proposed redomestication
      merger,
      with
      and into China Cablecom, Ltd., a private limited liability British Virgin
      Islands company (“China
      Cablecom”)
      (the
“Proposed
      Merger”),
      Ng
      shall transfer to Broadband or its designated subsidiary an aggregate of 390,000
      shares of common stock of Cablecom Holdings (collectively, the “Cablecom
      Holdings Shares”),
      registered in Ng’s name, without representations, warranties, registration,
      informational or any other rights being given by Ng except that such shares
      shall have the same registration or other rights, privileges or benefits as
      Ng
      has for all other shares issued to him by Cablecom Holdings pursuant to the
      Proposed Merger; provided,
      however,
      that no Cablecom Holdings Shares shall be deliverable hereunder unless and
      until
      Investor Releases (as hereinafter defined) shall have theretofore been duly
      executed and delivered to Ng by all the persons and entities listed as Investor
      Release Parties on Annex
      A
      (the “Investor
      Release Parties”).
      The transfer of the 390,000 Cablecom Holdings Shares shall be deemed, for all
      purposes, as a capital contribution by Ng to Broadband. Subject to the terms
      hereof, Ng will deliver to Broadband stock certificates representing the full
      number of Cablecom Holdings Shares to be transferred as set forth herein; such
      certificates shall be endorsed in blank or have a stock power endorsed in blank
      attached thereto in respect of the Cablecom Holdings Shares transferred (subject
      to the restrictions contained herein) to Broadband. In the event of any stock
      dividend on the capital stock of China Cablecom or Cablecom Holdings or any
      split-up, combination, recapitalization, reclassification or other similar
      adjustment of shares of the capital stock thereof prior to the Proposed Merger
      or any change in the exchange ratio of shares of Cablecom Holdings offered
      to
      holders of China Cablecom shares pursuant to the terms of the Proposed Merger,
      Ng agrees that an appropriate adjustment to the number of Cablecom Holdings
      Shares to be transferred hereunder by Ng shall be made in the same manner as
      the
      adjustment made in Ng’s other shares of China Cablecom or Cablecom Holdings as a
      result of such event. Any Cablecom Holdings Shares received by Broadband shall
      be utilized by Broadband (with the exact mechanics to be determined by
      Broadband, subject to mutually acceptable restrictions approved by Cablecom
      Holdings) to secure one or more financings or acquisitions
      or be sold. In
      the
      event that Broadband’s holdings of Cablecom
      Holdings
      Shares
      would have a value at the time of any sale or pledge comprising 40% or more
      of
      Broadband’s total assets, potentially causing it to be deemed an investment
      company under the Investment Company Act of 1940 (the “Investment
      Company Act”),
      Broadband shall (unless an exemption from registration under the Investment
      Company Act is then available to Broadband or Broadband shall have obtained
      an
      order from the Securities and Exchange Commission (“SEC”)
      excluding or exempting Broadband from registration under the Investment Company
      Act), dispose of such number of Cablecom
      Holdings
      Shares
      that would cause it to not be deemed an investment company under the Investment
      Company Act,
      subject to mutually acceptable restrictions approved by Cablecom Holdings.
      In
      addition to the restrictions set forth above, Broadband acknowledges that the
      Cablecom
      Holdings
      Shares
      will be subject to the terms of a lock-up agreement, which terms shall be no
      more restrictive than the lockup agreement provided by Ng (or any designated
      affiliate or entity holding such shares on behalf of Ng) to Cablecom Holdings
      at
      the time of the Proposed Merger (the “Lock-up
      Agreement”),
      and
      Broadband agrees to comply in all respects with the Lock-up Agreement in respect
      of the Cablecom
      Holdings
      Shares.
      Broadband shall enter into a similar agreement in respect of the Cablecom
      Holdings
      Shares
      and shall deliver the same to Ng and Cablecom
      Holdings in
      advance of Broadband’s receipt of the Cablecom
      Holdings
      Shares.
      Notwithstanding the foregoing, to the extent that Broadband is not subject
      to
      the restrictions and limitations of Rule 145 of the Securities Act of 1933,
      as
      amended (the
      “Securities
      Act”),
      Broadband shall not be deemed an affiliate of Jaguar and such shares may be
      sold
      subject only to the Lock-up Agreement. Ng shall not take any action that would
      result in the sale, assignment, transfer or encumbrance of the 390,000 Cablecom
      Holdings Shares to be transferred by Ng to Broadband to any party other than
      Broadband.

     

    (b)  In
      addition to the foregoing, concurrently with the execution and delivery of
      this
      Agreement, provided
      that
      Ng shall
      have theretofore received duly executed and delivered Investor Releases by
      all
      the Investor Release Parties, a general release from WestPark Capital, Inc.
      in
      form and substance satisfactory to Ng and a duly executed investor
      representation letter from Lev in form and substance satisfactory to Ng,
      Ng
      shall (i) transfer
      an aggregate of 400,000 Broadband Shares to the Escrow Agent on behalf of Lev
      in
      accordance with the terms of the Escrow Agreement referred to below, and
      (ii) make
      a charitable gift of an
      aggregate of
      28,444 Broadband Shares to the charitable organization set forth on Annex
      B
      (the “Donee”),
      each such transfer or gift contemplated by this paragraph (b) to be made without
      representations, warranties, registration, informational or any other rights
      given by Ng. Subject to the terms hereof, certificates in respect of all 400,000
      Broadband Shares referred to in clause (i) shall be delivered (endorsed in
      blank
      or with accompanying stock power(s) attached thereto) in escrow to Heller,
      Horowitz & Feit, P.C., as Escrow Agent (the “Escrow Agent”) in accordance
      with the Escrow Agreement attached hereto as Annex
      C;
      and the 28,444 Broadband Shares referred to in clause (ii) shall be delivered
      (endorsed in blank or with accompanying stock power(s) attached thereto) to
      Lev,
      and Lev shall in turn deliver the same, within three business days of receipt,
      to the Donee. Lev shall provide to Ng, within seven business days thereafter,
      evidence reasonably satisfactory to Ng, of such delivery.

     

    (c)  Provided
      that Ng shall have theretofore received from each shareholder listed on
Annex
      D
      (each, a “Specified
      Shareholder”)
      such Specified Shareholder’s executed releases (containing release language
      substantially similar to the Investor Releases), and a duly executed investor
      representation letter therefrom, in form and substance satisfactory to Ng,
      Ng
      will transfer to such Specified Shareholder the number of Broadband Shares
      set
      forth
      opposite such Specified Shareholder’s name in Annex
      D
      hereto,
      with the maximum aggregate
      number of Broadband Shares to be transferred pursuant to this paragraph (c)
      to
      be 566,790 Broadband Shares; each
      such transfer contemplated by this paragraph (c) to be made without
      representations, warranties, registration, informational or any other rights
      given by Ng. Subject to the terms hereof, Ng will deliver to each transferee
      stock certificates representing the full number of Broadband Shares to be
      transferred thereto as set forth herein; such certificates shall be endorsed
      in
      blank or have a stock power endorsed in blank attached thereto in respect of
      the
      Broadband Shares transferred. The foregoing transfers shall not be deemed for
      the benefit of the Company, and neither the Company nor Ng shall be liable
      or
      otherwise held accountable for any tax liabilities of any party resulting from
      the transfers by Ng as set forth in Sections 1(b) or (c).

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    2.  Employment
      Agreement Amendments; Past Salary Waiver; Business.
      

     

    (a)  Concurrently
      with the execution and delivery of this Agreement, China Broadband Ltd. and
      each
      of Ng and Pu shall have entered into an amendment to their respective employment
      agreements dated February 24, 2007 (collectively, the “Executive
      Employment Agreements”),
      which
      are attached hereto as Annexes
      E and F,
      respectively, in order to appropriately modify the same to reflect the original
      intent of the parties thereto (collectively, the “Executive
      Employment Agreement Amendments”).
      In
      addition, Ng hereby acknowledges that he relinquishes and waives any claim
      to
      any base salary from China Broadband Ltd. for periods prior to the date hereof.
      

     

    (b)  The
      Parties hereto acknowledge that (i) Broadband operates a broadband cable
      internet company based in the city of Jinan in the Shandong province of the
      People’s Republic of China and is pursuing opportunities in stand-alone,
      independent broadband services, including electronic program/television
      program-type publications, in the People’s Republic of China (collectively,
“Stand-Alone
      Broadband Services”),
      but
      shall not include the provision of Integrated Cable Services (as defined below),
      and (ii) the business of China Cablecom and Cablecom Holdings shall include
      acting as a joint venture provider of cable television services in the People’s
      Republic of China and related activities (collectively, “Integrated
      Cable Services”),
      but
      shall not include the provision of Stand-Alone Broadband Services. Broadband
      agrees that any employment agreement entered into between Broadband (or any
      of
      its affiliates) and Ng (including the Executive Employment Agreement, as amended
      in connection herewith) will recognize and permit Ng’s activities and
      obligations under any employment agreement between Cablecom Holdings (or any
      of
      its affiliates) and Ng, and Cablecom Holdings agrees that any employment
      agreement entered into between Cablecom Holdings (or any of its affiliates)
      and
      Ng will recognize and permit Ng’s activities and obligations under his Executive
      Employment Agreement, as amended in connection herewith. Except as regards
      future business opportunities and the agreement of the parties hereto regarding
      their allocation as between China Cablecom and China Broadband solely during
      the
      effectiveness of Ng’s Executive Employment Agreement, the foregoing shall not be
      deemed to be a limitation on, or an agreement to limit, the business of either
      of Cablecom Holdings or Broadband hereafter.

     

    3.  Certain
      Representations and Warranties.

     

    (a)  Each
      of
      the Company Parties jointly and severally represents and warrants to Ng and
      Pu
      that (i) such Party has full power and authority to enter
      into this Agreement; that this Agreement has been duly and validly authorized,
      executed and delivered on behalf of such Party; and that this Agreement is
      a
      valid and binding agreement of such Party, enforceable against such Party in
      accordance with its terms, subject to applicable bankruptcy, insolvency,
      reorganization, moratorium, liquidation or similar laws relating to, or
      affecting generally, the enforcement of creditor’s rights and remedies; (ii)
      such Party has not hypothecated or otherwise encumbered or assigned any claim
      or
      cause of action against any of the Cablecom Release Parties (as hereinafter
      defined); (iii) such Party has not instituted any legal proceeding against,
      or
      filed any claim or complaint with any regulatory authority relating to any
      of
      the Cablecom Release Parties; and (iv)
      this
      Agreement, the Executive Employment Agreement Amendments and the transactions
      and other agreements contemplated hereby and thereby have been duly authorized,
      approved and ratified by a special committee of independent and disinterested
      members of Broadband’s Board of Directors (comprised of Messrs. Zale and
      Grossman) formed for the purpose of reviewing agreements between or among Ng,
      Pu
      and the Company and the transactions relating thereto (the “Special
      Committee”),
      which
      persons shall be elected to the Board of Directors of the Company concurrently
      with the Closing of the Chardan Private Placement and the execution and delivery
      of this Agreement.

     

    (b)  Ng
      represents and warrants to each of the Company Parties that (i) as of the date
      of each transfer by him of Cablecom Holdings Shares and Broadband Shares under
      the terms of this Agreement, he
      will be the record owner of such securities and as of the date of each transfer,
      he will transfer all of his right, title and interest in and to such securities,
      free and clear of all liens, claims, encumbrances, pledges, security interests
      and other restrictions, other than as set forth herein or under applicable
      federal and state securities law restrictions; (ii) he has not hypothecated
      or
      otherwise encumbered or assigned any claim or cause of action against any of
      the
      Company Parties or their respective affiliates; and (iii) he has not instituted
      any legal proceeding against any of the Company Parties or their respective
      affiliates.

     

    (c)  Each
      of
      the Jaguar Parties jointly and severally represents and warrants to Ng, Pu
      and
      the Company Parties that (i) it has full power and authority to enter
      into this Agreement; that this Agreement has been duly and validly authorized,
      executed and delivered on behalf of such Party; and that this Agreement is
      a
      valid and binding agreement of such Party, enforceable against such Party in
      accordance with its terms, subject to applicable bankruptcy, insolvency,
      reorganization, moratorium, liquidation or similar laws relating to, or
      affecting generally, the enforcement of creditor’s rights and remedies; (ii) it
      has not hypothecated or otherwise encumbered or assigned any claim or cause
      of
      action against any Cablecom Release Parties, the Company Parties or their
      respective affiliates; and (iii) it has not instituted any legal proceeding
      against any Cablecom Release Parties, the Company Parties or their respective
      affiliates.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    4.  Securities
      Laws Representations.
      Broadband hereby represents and warrants to Ng as follows:

     

    (a)  Broadband
      is, upon receipt of any Cablecom
      Holdings
      Shares
      hereunder, acquiring such securities for Broadband's own account
      for investment purposes only and not with a present view toward the public
      sale
      or distribution thereof, except for sales duly registered under the Securities
      Act or pursuant to exemptions from the registration requirements of the
      Securities Act. Broadband does not have any agreement or understanding, directly
      or indirectly, with any person regarding the sale or distribution of the
      Cablecom Holdings Shares or any common stock of China Cablecom or Jaguar, except
      this Agreement. Broadband understands that the Cablecom Holdings Shares will,
      when issued, be “restricted securities” within the meaning of Rule 144 under the
      Securities Act and that, in connection with the receipt of any Cablecom Holdings
      Shares, it must bear the economic risk of an investment in Jaguar indefinitely,
      unless the Cablecom Holdings Shares (or securities issued in exchange therefor
      or in lieu thereof) are registered pursuant to the Securities Act and any
      applicable state securities or blue sky laws or an exemption from such
      registration is available.

     

    (b)  Broadband
      understands
      that the Cablecom
      Holdings
      Shares
      are to be transferred to Broadband
      hereunder in
      reliance upon specific
      exemptions from the registration requirements of United States federal and
      state
      securities laws, and that Ng is relying upon the truth and accuracy of, and
      Broadband’s compliance with, the representations, warranties, agreements,
      acknowledgments and understandings of Broadband set forth herein in order to
      determine the availability of such exemptions and the eligibility of Broadband
      to acquire the Cablecom Holdings Shares.

     

    (c)  Broadband
      understands that no United States federal or state agency or any other
      government or governmental agency
      has passed upon or made any recommendation or endorsement in respect of the
      Cablecom Holdings Shares.

     

    (d)  Broadband’s
      consultants and management have carefully reviewed the registration statement
      on
      Form S-4 (the “Registration
      Statement”)
      filed
      by Cablecom Holdings with the SEC for the registration of certain shares of
      common stock thereof, and Broadband understands that the Registration Statement
      has not been approved or disapproved (nor has the accuracy or adequacy of the
      information set forth therein been passed upon) by the SEC or any state
      securities commission. Broadband further acknowledges that no assurances have
      been or can be given that the Proposed Merger will be consummated or, if it
      does
      occur, that it will be on terms similar to those contemplated by the
      Registration Statement.

     

    (e)  Broadband
      acknowledges that its consultants and management have had the opportunity to
      ask
      questions of and receive answers from China Cablecom and Jaguar concerning
      the
      business and financial condition of China Cablecom and all of such questions
      have been answered to the satisfaction of such Parties. Broadband has had an
      opportunity to obtain any additional information from Jaguar, Cablecom Holdings
      and China Cablecom that Broadband deemed necessary or appropriate for deciding
      whether to acquire the Cablecom
      Holdings
      Shares.
      Broadband further acknowledges that, except as expressly set forth herein,
      no
      other representations or warranties, oral or written, have been made by Ng,
      Pu,
      China Cablecom, Cablecom Holdings, Jaguar or Chardan or any agent, employee
      or
      affiliate thereof, and in entering into the transactions, Broadband is not
      relying upon any information other than that contained in the results of
      independent investigation by Broadband.

     

    (f)  Broadband
      represents that it is an “accredited investor” as such term is defined in
      Rule 501 promulgated under the Securities Act.

     

    
      
        
        

      

      
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    5.  General
      Releases.

     

    (a)  Company
      and Investor Releases.
      For
      good and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, including without limitation the mutual promises set forth in
      this
      Agreement, the Company and each member of the Investor Group, for itself and
      themselves, its and their parents, affiliates, subsidiaries, divisions, groups
      and past and present officers, directors, employees, agents, representatives,
      attorneys, accountants, auditors, consultants, administrators, beneficiaries,
      predecessors, successors and assigns (collectively, “Company Release
      Parties”)
      and
      any person or entity claiming by or through any of the Company Release Parties
      (collectively with the Company Release Parties, the “Broadband
      Release Parties”)
      hereby
      RELEASE AND DISCHARGE Ng, Pu, China Cablecom, Jaguar, Cablecom Holdings,
      Chardan, and their parents, affiliates, subsidiaries and past and present
      officers, directors, employees, agents, representatives, attorneys, accountants,
      auditors, consultants, successors and assigns in any capacity whatsoever
      (collectively, “Cablecom
      Release Parties”)
      of and
      from all actions, causes of action, suits, debts, dues, sums of money, claims
      for breaches of contract, claims for breaches of fiduciary duties or conflicts
      of interest, tortious interference, claims of entitlement to securities, claims
      for violations of securities laws or regulations, compensation, accounts,
      reckonings, bonds, bills, specialties, covenants, contracts, controversies,
      agreements, promises, variances, trespasses, damages (compensatory,
      consequential, liquidated, special, punitive or otherwise), judgments, extents,
      executions, claims, and demands (including attorneys’ fees and costs) of any
      nature whatsoever, in law, admiralty or equity, against the Cablecom Release
      Parties that the Broadband Release Parties ever had, now have or hereafter
      can,
      shall or may have, whether known or unknown, for, upon, or by reason of any
      matter, cause or thing whatsoever from the beginning of the world to the day
      of
      the date of this General Release, provided only that nothing herein shall
      release or otherwise affect the Cablecom Release Parties’ obligations under this
      Agreement.

     

    (b)  Executive
      Releases.
      For
      good and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, including without limitation the mutual promises set forth in
      this
      Agreement, Ng and Pu hereby RELEASE AND DISCHARGE the Broadband Release Parties
      of and from all actions, causes of action, suits, debts, dues, sums of money,
      claims for breaches of contract, claims for breaches of fiduciary duties or
      conflicts of interest, tortious interference, claims of entitlement to
      securities, claims for violations of securities laws or regulations,
      compensation, accounts, reckonings, bonds, bills, specialties, covenants,
      contracts, controversies, agreements, promises, variances, trespasses, damages
      (compensatory, consequential, liquidated, special, punitive or otherwise),
      judgments, extents, executions, claims, and demands (including attorneys’ fees
      and costs) of any nature whatsoever, in law, admiralty or equity, against the
      Broadband Release Parties that Ng and Pu ever had, now have or hereafter can,
      shall or may have, whether known or unknown, for, upon, or by reason of any
      matter, cause or thing whatsoever from the beginning of the world to the day
      of
      the date of this General Release, provided only that nothing herein shall
      release or otherwise affect the Broadband Release Parties’ obligations under
      this Agreement or the Company’s obligations to the Executives under the
      Executive Employment Agreements as modified by the Executive Employment
      Agreement Amendments (it being understood by Ng that he is relinquishing and
      waiving any right to base salary from the Company in respect of all periods
      prior to the date hereof).

     

    (c)  Jaguar/Chardan
      Releases.
      For
      good and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, including without limitation the mutual promises set forth in
      this
      Agreement, the Jaguar Parties, for themselves, their parents, affiliates,
      subsidiaries, divisions, groups and past and present officers, directors,
      employees, agents, representatives, attorneys, accountants, auditors,
      consultants, administrators, beneficiaries, predecessors, successors and assigns
      (collectively, the “Jaguar
      Release Parties”)
      hereby
      RELEASE AND DISCHARGE each of the Broadband Release Parties (excluding Ng and
      Pu) of and from all actions, causes of action, suits, debts, dues, sums of
      money, claims for breaches of contract, claims for breaches of fiduciary duties
      or conflicts of interest, tortious interference, claims of entitlement to
      securities, claims for violations of securities laws or regulations,
      compensation, accounts, reckonings, bonds, bills, specialties, covenants,
      contracts, controversies, agreements, promises, variances, trespasses, damages
      (compensatory, consequential, liquidated, special, punitive or otherwise),
      judgments, extents, executions, claims, and demands (including attorneys’ fees
      and costs) of any nature whatsoever, in law, admiralty or equity, against the
      Broadband Release Parties (excluding Ng and Pu) that the Jaguar Release Parties
      ever had, now have or hereafter can, shall or may have, whether known or
      unknown, for, upon, or by reason of any matter, cause or thing whatsoever from
      the beginning of the world to the day of the date of this General Release,
      provided only that nothing herein shall release or otherwise affect any
      Broadband Release Parties’ obligations under this Agreement.

     

    (d)  Each
      person or entity settling any claims, or for whom any claims are settled,
      hereunder (collectively, the “Settling
      Parties”)
      further
      agree not to institute, instigate, urge, support, encourage, voluntarily
      participate in or profit from any lawsuit, complaint or other action or
      proceeding of any kind relating to any matter to which these General Releases
      pertain. Notwithstanding
      the foregoing, nothing herein shall be deemed to prohibit any party from
      providing, after taking reasonable measures to ensure the confidentiality of
      information provided, information or explanations to third party regulatory
      agencies seeking such information in response to comment letters or inquiries,
      or in response to civil or administrative subpoenas or court order,
      or from
      discussing
      the provisions hereof and factual circumstances surrounding the events leading
      to this Agreement in disclosure
      document filings made with the Securities and Exchange Commission from time
      to
      time.

     

    (e)  These
      General Releases may not be changed orally.

     

    (f)  With
      respect to any and all released claims, the Settling Parties stipulate and
      agree
      that they expressly waive the provisions, rights and benefits of California
      Civil Code §1542, which provides:

     

    A
      general release does not extend to claims which the creditor does not know
      or
      suspect to exist in his or her favor at the time of executing the release,
      which
      if known by him or her must have materially affected his or her settlement
      with
      the debtor.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    The
      Settling Parties expressly waive any and all provisions, rights and benefits
      conferred by any law of any state or territory of the United States, or
      principle of common law, which is similar, comparable or equivalent to
      California Civil Code §1542. The Settling Parties may hereafter discover facts
      in addition to or different from those which he, she or it now knows or believes
      to be true with respect to the subject matter of the released claims, but the
      Settling Parties have fully, finally, and forever settled and released any
      and
      all released claims, known or unknown, suspected or unsuspected, contingent
      or
      non-contingent, whether or not concealed or hidden, which now exist, or
      heretofore have existed, upon any theory of law or equity now existing or coming
      into existence in the future, including, but not limited to, conduct which
      is
      negligent, intentional, with or without malice, or a breach of any duty, law
      or
      rule, without regard to the subsequent discovery or existence of such different
      or additional facts. The Settling Parties acknowledge that the foregoing waiver
      was separately bargained for and a key element of the settlement of which these
      releases are a part.

     

    6.  Reliance
      on Independent Legal Advice.
      Each
      Party represents and warrants
      to the other Parties: (a) that
      it
      has received advice from his or its own respective, independent legal counsel,
      or has had the opportunity to be represented by independent legal counsel,
      prior
      to its execution of this Agreement, (b) that the legal nature, ramifications
      and
      effect of this Agreement have been explained to it by its respective counsel;
      (c) that it fully understands the terms and provisions of this Agreement and
      the
      nature and effect thereof; (d) that it is relying solely on the advice of its
      own legal counsel in executing this Agreement; (e) that it has not relied upon
      any representation or statement of any other Party or counsel for any other
      Party not contained in this Agreement; (f) that it has carefully read this
      Agreement, knows the contents thereof, and is executing the same freely and
      voluntarily; and (g) that, as to each of the Company Parties, it is aware that
      it or his respective attorneys may hereafter discover facts different from
      or in
      addition to the facts that they now know or believe to be true with respect
      to
      the subject matter hereof, but that its intention is to fully and finally
      release its respective releasees to the full extent of the releases contained
      in
      this Agreement.

     

    7.  Investor
      Releases.
      As soon
      as practicable following the execution and delivery of this Agreement, the
      Company Parties shall deliver to Ng a release agreement in the form attached
      hereto as Annex
      G
      (the
“Investor
      Release”)
      from
      each of the Investor Release Parties (other than those Investor Release Parties
      that are not holders of warrants issued by the Company (and are so identified
      on
Annex
      A),
      which
      Investor Release Parties shall execute releases, in form and substance
      satisfactory to Ng, containing release language substantially similar to the
      Investor Releases). Any description of this Settlement Agreement and the
      circumstances relating hereto that is sent to the Investor Release Parties
      in
      connection with the Investor Release shall be in form and substance satisfactory
      to Ng and his counsel.

     

    8.  Private
      Placement.
      It is
      contemplated that, concurrently with the execution and delivery of this
      Agreement, a private placement of convertible notes and warrants of Broadband,
      in which Chardan is serving as the placement agent, will be consummated, with
      the gross proceeds thereof of approximately $4,800,000 (the “Chardan
      Private Placement”).
      Ng
      will, concurrently herewith, sell and assign, subject to any applicable lock-up
      restrictions, to the investors in the Chardan Private Placement an aggregate
      of
      7,017,814 shares of China Broadband, Inc. common stock currently owned by him
      or
      entities under his control in consideration of $7,017.81 in the aggregate,
      provided
      that
      Ng shall
      have heretofore received duly executed investor representation letters from
      such
      investors in form and substance satisfactory to Ng. The Company shall not be
      liable for or in any way held accountable for the foregoing transfers by Ng
      and
      it is intended that Chardan and each investor be solely responsible for their
      own tax liabilities incurred, if any, as a result of the foregoing
      transfers.

     

    9.  Broadband
      Warrants.
      Subject
      to the determination by Broadband’s Board of Directors and the Special Committee
      that the economic impact of the following warrant term extensions are acceptable
      to Broadband, (i) the exercise periods for all 4,000,000 warrants
      (the “Investor
      Warrants”)
      exercisable at $2.00 per share, issued to the Investor Release Parties shall,
      upon receipt by Ng of Investor Releases from such parties, be extended by letter
      agreement by Broadband, to five years from the date of the closing of the
      Chardan Private Placement; and (ii) the holders of 500,000 warrants exercisable
      at $.60 per share issued to BCGU (the “BCGU
      Warrants”),
      640,000 warrants exercisable at $.60 per share issued to WestPark Capital,
      Inc.
      (the “WestPark
      Warrants”),
      and
      3,974,800 warrants exercisable at $.60 per share originally issued to Maxim
      (the
“Maxim
      Warrants”
and,
      collectively with the BCGU Warrants and WestPark Warrants, the “Consulting
      Warrants”
and
      collectively with the Investor Warrants, the “Warrants”),
      shall, upon the last to occur of (a) execution of this Agreement by all Parties
      named on the signature page hereto, (b) completion of the Chardan Private
      Placement and (c) receipt by Ng of Investor Releases from such parties, each
      receive a scrip warrant (collectively, the “Scrip
      Warrants”)
      entitling such holder at any time commencing the time of expiration of their
      unexercised Consulting Warrants (the shares issuable upon exercise of Consulting
      Warrants at the time of expiration being herein referred to as the “Remaining
      Warrant Shares”)
      and
      continuing for a period ending on the fifth anniversary of the closing of the
      Chardan Private Placement, to acquire such number of shares of Common Stock
      as
      equals the Remaining Warrant Shares, on the same terms (as modified hereby)
      as
      apply in respect of their respective Consulting Warrants. Each Warrant holder,
      and each holder of Scrip Warrants, shall be responsible for his or its own
      tax
      liabilities as a result of the foregoing adjustments.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    10.  Miscellaneous
      Provisions.

     

    (a)  This
      Agreement sets forth the entire agreement among the Parties with respect to
      its
      subject matter and supersedes all prior agreements and understandings among
      the
      parties with respect to such subject matter. 

    (b)  This
      Agreement may not be changed, modified or amended except by a written instrument
      signed by the Party to be charged with such change, modification or
      amendment.

     

    (c)  This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument. The descriptive headings of the several paragraphs of this Agreement
      are inserted for convenience only and do not constitute a part
      hereof.

     

    (d)  This
      Agreement shall be binding on the Parties hereto and their respective
      predecessors, successors, assigns, parents, subsidiaries, affiliates, divisions,
      groups and present and former officers, directors, securityholders, and
      employees.

     

    (e)  Unless
      the Company instructs otherwise in writing, all notices to the Company regarding
      this Agreement shall be delivered to: 

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    
      
        	
                1900
                  Ninth Street, 3rd
                  Floor

                Boulder,
                  Colorado 80302

                Attn:
                  Natalie Jones

              	
                With
                  a copy to:

              	
                
                  Hodgson
                    Russ LLP

                  1540
                    Broadway, 24th Floor

                  New
                    York, New York 10036

                  Attn:
                    Ronniel Levy, Esq.

                

              


      

    

     

    Unless
      Cherner instructs otherwise in writing, all notices to Cherner regarding this
      Agreement shall be delivered to:

     

    
      Stephen
        P. Cherner

      1900
        Ninth Street

      Boulder,
        Colorado 80302

    

     

    Unless
      Maxim instructs otherwise in writing, all notices to Maxim regarding this
      Agreement shall be delivered to:

     

    
      Maxim
        Financial Corporation

      1900
        Ninth Street

      Boulder,
        Colorado 80302

      Attn:
        Stephen Cherner

    

     

    Unless
      Baum instructs otherwise in writing, all notices to Baum regarding this
      Agreement shall be delivered to:

     

    Mark
      L.
      Baum, Esq.

    2038
      Corte del Nogal, Suite 110

    Carlsbad,
      California 92011

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    Unless
      Lev instructs otherwise in writing, all notices to Lev and Wellfleet regarding
      this Agreement shall be delivered to:

     

    
      
        	
                Mark
                  I. Lev

                c/o
                  Wellfleet Partners, Inc.

                1
                  Penn Plaza, Suite 2411

                New
                  York, New York 10119

              	
                With
                  a copy to:

              	
                Heller,
                  Horowitz & Feit, P.C.

                292
                  Madison Avenue

                New
                  York, NY 10017

                Attn:
                  Richard Horowitz, Esq.

              


      

    

     

    Unless
      Pu
      instructs otherwise in writing, all notices to Pu regarding this Agreement
      shall
      be delivered to:

     

    
      Pu
        Yue

      1900
        Ninth Street

      Boulder,
        Colorado 80302

    

     

    Unless
      Ng
      instructs otherwise in writing, all notices to Ng regarding this Agreement
      shall
      be delivered to:

     

    
      
        	
                Clive
                  Ng

                17
                  State Street, 16th
                  Floor

                New
                  York, New York 10004

              	
                With
                  a copy to:

              	
                Blank
                  Rome LLP

                The
                  Chrysler Building

                405
                  Lexington Avenue

                New
                  York, New York 10174

                Attn:
                  Joseph Gulant and James V. Masella,
                  III

              


      

    

     

    Unless
      Chardan instructs otherwise in writing, all notices to Jaguar and Chardan
      regarding this Agreement shall be delivered to:

     

    
      
        	
                Jaguar
                  Acquisition Corporation

                8
                  Tower Bridge, Suite 1050

                161
                  Washington Street

                Conshohocken,
                  Pennsylvania 19428

              	
                With
                  a copy to:

              	
                Loeb
                  & Loeb LLP

                345
                  Park Avenue

                New
                  York, New York 10154

                Attention:
                  Mitchell S. Nussbaum, Esq.

              


      

    

     

    
      	 	
              and

            	 
	
              Chardan
                Capital Markets, LLC

              17
                State Street, Suite 1600

              New
                York, New York 10004

            	
              With
                a copy to:

            	
              Grushko
                & Mittman, P.C.

              551
                Fifth Avenue, Suite 1601

              New
                York, NY 10176

              Attention:
                Edward M. Grushko, Esq.

            


    

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    (f)  Unless
      otherwise indicated or agreed to in writing by the Party to receive the delivery
      of any document, as used in this Agreement “delivery” shall mean transmission by
      facsimile or electronic mail (including portable document format) and confirmed
      by delivery via Federal Express or other recognized overnight delivery
      service.

     

    (g)  The
      Parties are entering into this Agreement solely in order to avoid expense,
      inconvenience, risk and delay and to permit the continued operation of the
      affairs of such Party unhindered by expensive litigation and by distraction
      and
      diversion of himself and itself, and thereby to put to rest all potential
      controversies. This Agreement and each of its provisions, and the settlement
      provided for herein, whether or not consummated, and any negotiations,
      proceedings or agreements relating to this Agreement, or any matter arising
      in
      connection with such negotiations, proceedings or agreements are not and shall
      not in any event be: (i) construed as, offered in evidence as, received in
      evidence as, and/or deemed to be evidence of a presumption, concession or an
      admission by any Party of the truth of any fact or the validity of any claim
      that has been, or could have been, asserted against him or it, or of the
      deficiency of any defense that has been, could have been, or in the future
      might
      be asserted in any litigation, or of any liability, fault, wrongdoing or
      otherwise of any Party; (ii) construed as, offered in evidence as, received
      in
      evidence as, and/or deemed to be evidence of a presumption, concession or an
      admission of any fault, breach of duty, wrongful act or misrepresentation or
      omission in any statement or written document by any Party; or (iii) construed
      by anyone for any purpose whatsoever as evidence of a presumption, concession
      or
      admission of any liability, fault or wrongdoing on the part of any Party.


     

    (h)  This
      Agreement shall be deemed to have been drafted jointly by the
      Parties.

     

    (i)  It
      is
      acknowledged by the Company Parties that the provisions of Sections 5 and 8
      hereof will inure to the benefit of Chardan and its successors and
      assigns.

     

    (j)  Unless
      the context of this Agreement otherwise requires, (i) words of any gender
      include each other gender and the neuter, (ii) words (including terms defined
      herein) using the singular or plural number also include the plural or singular
      number, respectively, (iii) the terms “hereof,” “herein,” “hereby” and
      derivative or similar words refer to this entire Agreement as a whole and not
      to
      any particular section, paragraph or other subdivision, and (iv) the term
“section” or “paragraph” or other subdivision refer to the specified section or
      other subdivision of the body of this Agreement.

     

    (k)  An
      amount
      of $8,000 has been paid by Broadband to counsel for Wellfleet and Lev in payment
      of its fees and expenses in connection with the contemplated settlement
      agreement and the related transactions. Broadband acknowledges that it shall
      pay
      any additional reasonable fees and expenses actually incurred in connection
      therewith (up to $10,000 in the aggregate, inclusive of the abovementioned
      $8,000 amount) and that all reasonable fees and expenses incurred by Wellfleet
      and/or Lev in securing the Investor Releases shall be borne by the Company.
      Other than such fees and expenses, each Party shall be responsible for its
      or
      his own legal and other expenses in negotiating and concluding the proposed
      settlement agreement and related transactions, and such Party’s own tax
      liabilities, it being acknowledged that no further claims in respect of past
      expense reimbursements shall be made.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    11.  Remedies
      for Breach.

     

    (a)  In
      the
      event that any Party to this Agreement believes that a breach of the Agreement
      has occurred, that Party shall deliver written notice, in accordance with the
      terms of this Agreement, of the alleged breach to the other Parties to this
      Agreement.

     

    (b)  Any
      subsequent action to enforce the terms of this Agreement may be brought in
      any
      State or Federal court located in the County of New York, State of New York,
      and, if any such action is brought in a State or Federal Court located in the
      County of New York, State of New York, no Party shall dispute that such court
      is
      the proper venue for the action or that the Party is subject to personal
      jurisdiction in such court for purposes of the action.

    (c)  Notwithstanding
      any other provision contained herein, the Parties hereto hereby waive any and
      all right, title, interest or claim of any kind in or to any distribution of
      the
      Trust Account (as defined in the Registration Statement filed in connection
      with
      the initial public offering of Jaguar’s units) and any remaining net assets of
      Jaguar as a result of such liquidation with respect to any amounts due under
      this Agreement and will not seek recourse against the Trust Account for any
      reason whatsoever. The foregoing section is not for the benefit of any third
      party beneficiaries.

     

    12.  Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the substantive
      laws of the State of New York, without regard to the conflicts of law principles
      of such State. 

     

    13.  Further
      Assurances.
      Each
      Party hereto, at the reasonable request of another Party hereto, shall execute
      and deliver such other instruments and do and perform such other acts and things
      as may be reasonably necessary for effecting completely the consummation of
      this
      Agreement and the transactions contemplated hereby.

    


    [Signature
      Pages Follow]

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Parties have duly authorized the execution and delivery
      of
      this Agreement as of the date written below.

     

    Dated
      as
      of January 11, 2008 

    

      
        	
                CHINA
                  BROADBAND, INC.

                 

                By:
                  /s/ Clive Ng__________________________________

                Name:
                  Clive Ng

                Title:
                  Chairman

              	
                WELLFLEET
                  PARTNERS, INC.

                 

                By:
                  /s/ Mark I. Lev______________________________

                Name:
                  Mark Lev

                Title:

              
	 	 
	
                CHINA
                  BROADBAND LTD.

                 

                By:
                  /s/ Clive Ng__________________________________

                Name:
                  Clive Ng

                Title:
                  Chairman

              	 
	 	 
	
                 

                 

                /s/ Stephen P.
                  Cherner____________________________

                STEPHEN
                  P. CHERNER

              	
                 

                 

                /s/ Pu
                  Yue____________________________________

                PU
                  YUE

              
	 	 
	
                MAXIM
                  FINANCIAL CORPORATION

                 

                By:
                  /s/ Stephen P. Cherner________________________

                Name:
                  Stephen P. Cherner

                Title:
                  President

              	
                 

                 

                /s/ Clive
                  Ng___________________________________

                CLIVE
                  NG

              
	 	 
	
                 

                 

                /s/
                  Mark L.
                  Baum______________________________

                MARK
                  L. BAUM

                 

              	
                CHARDAN
                  CAPITAL MARKETS, LLC

                 

                By:
                  Kerry
                  Propper______________________________

                Name:
                  Kerry Propper

                Title:
                  Chief Executive Officer

              
	 	 
	
                 

                 

                /s/
                  Mark. I Lev________________________________

                MARK
                  I. LEV 

                 

              	
                CHINA
                  CABLECOM HOLDINGS, LTD.

                 

                By:_________________________________________

                Name:

                Title:

              
	 	 
	
                 

                 

                ____________________________________________

                JAMES
                  PANTHER

                 

              	
                JAGUAR
                  ACQUISITION CORPORATION

                 

                By:
                  /s/ Jonathan Kalman_________________________

                Name:
                  Jonathan Kalman

                Title:
                  Chairman and Chief Executive Officer

              
	 	 
	 	
                BCGU,
                  LLC

                 

                By:
                  /s/ James Panther   
                  __________________________

                Name:
                  James Panther

                Title:
                  Managing Director

              


      

    

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

    
ANNEX
      C

     

    
      ESCROW
        AGREEMENT

       

      THIS
        ESCROW AGREEMENT
        (“Escrow
        Agreement”) is made and entered into among MARK
        LEV
        (“Lev”),
CLIVE
        NG
        (“Ng”
and together with Lev, the “Principals”) and HELLER,
        HOROWITZ & FEIT, P.C.,
        whose
        address is 292 Madison Avenue, New York, New York 10017, hereinafter referred
        to
        as “Escrow Agent”);

       

      WHEREAS,
        the
        parties to this Escrow Agreement are simultaneously entering into a Settlement
        Agreement (the “Settlement Agreement”) with certain other parties thereto with
        regard to certain controversies among them;

       

      WHEREAS,
        all
        terms used in this Escrow Agreement and not otherwise defined herein shall
        have
        the same meanings as they have in the Settlement Agreement;

       

      WHEREAS,
        pursuant to the Settlement Agreement, Ng shall transfer to Lev 400,000 shares
        of
        common stock of China Broadband, Inc. (the “Broadband Shares” or “Escrowed
        Property”) and Lev shall provide to Ng releases in the form contemplated by the
        Settlement Agreement executed by each person or entity (collectively, the
        “Investor Releasors”) set forth on Annex A thereto (collectively, the “Investor
        Releases”); and 

       

      WHEREAS,
        the
        Principals desire that the Escrow Agent act, and Escrow Agent has agreed
        to act,
        as escrow agent in respect of the Escrowed Property on the terms and conditions
        set forth herein;

       

      NOW
        THEREFORE,
        in
        consideration of the covenants and agreements herein set forth and other
        good
        and lawful consideration, the receipt and sufficiency of which is hereby
        acknowledged, the parties hereto, intending to be legally bound, agree as
        follows:

       

      I.  Escrow

       

      A.  The
        Broadband Shares, endorsed in blank or accompanied by a stock power endorsed
        in
        blank, shall be delivered to the Escrow Agent simultaneously with the execution
        of this Escrow Agreement. Notwithstanding the foregoing, the Investor Releases
        shall be deemed valid and enforceable as against each Investor when executed
        and
        delivered by such Investor and such releases shall be held in trust by Lev
        for
        Ng and the Company and delivered promptly upon receipt thereof from the
        applicable Investor Releasor.

       

      B.  Escrow
        Agent agrees to hold all of the Escrowed Property in escrow subject to the
        terms
        and conditions contained in this Escrow Agreement.

       

      C.  Escrow
        Agent shall not be deemed to have knowledge of any matter or thing unless
        and
        until Escrow Agent has actually received written notice of such matter or
        thing
        and Escrow Agent shall not be charged with any constructive notice
        whatsoever.

       

      D.  In
        the
        event joint instructions from Principals require Escrow Agent to expend any
        monies or to incur any cost, Escrow Agent shall be entitled to refrain from
        taking any action until it receives payment for such costs.

       

      E.  Principals
        acknowledge and agree that Escrow Agent is counsel to Lev and that, as a
        result
        of acting as Escrow Agent hereunder, Escrow Agent shall not be disqualified
        from
        representing Lev in connection with any matter, including any dispute arising
        hereunder.

       

      F.     
        All
        Broadband Shares constituting the Escrowed Property shall be deemed owned
        and
        under the dispositive and voting control of Escrow Agent until released (and,
        once released, deemed owned by the person to whom released) from escrow,
        for
        purposes of Section 13 and Section 16 of the Securities Exchange Act of 1934,
        as
        amended. 

       

      
        
          
          

        

        
          C-1

          
            

          

        

        
          
          

        

      

       

      II.  Release
        of Escrowed Property

       

      A.  Upon
        delivery of all of the Investor Releases to the Ng, with a copy to the Company,
        Escrow Agent will release the Broadband Shares to Lev. 

       

      B.  In
        the
        event Escrow Agent shall be uncertain as to its duties or rights hereunder
        or
        shall receive instructions, claims or demands from any Principal or from
        third
        persons with respect to the Escrowed Property or any other sums or things
        that
        may be held hereunder, which, in its sole opinion, are in conflict with any
        provision of this Escrow Agreement, Escrow Agent shall be entitled to refrain
        from taking any action until it shall be directed otherwise in writing by
        both
        Principals, or by a final order or judgment of a court of competent
        jurisdiction. 

       

      III.  Liability
        of Escrow Agent

       

      It
        is
        agreed that the duties of Escrow Agent are purely ministerial in nature and
        shall be expressly limited to the safekeeping of the Escrowed Property and
        for
        the disposition of same in accordance with this Escrow Agreement. In no event
        shall Escrow Agent be liable for consequential or other damages for any act
        or
        omission of Escrow Agent under this Escrow Agreement or the Settlement
        Agreement, including but not limited to misdelivery of the Escrowed Property,
        unless such act or omission shall be due to bad faith, gross negligence or
        willful misconduct on the part of Escrow Agent. Each Principal hereby
        indemnifies Escrow Agent and holds it harmless from and against any and all
        claims, liabilities, damages, costs, penalties, losses, actions, suits,
        proceedings at law or in equity, arbitration proceedings, or any other expenses,
        fees, or charges of any character or nature, including reasonable attorneys'
        fees at all trial and appellate levels, which it may incur or with which
        it may
        be threatened directly or indirectly arising from or in any way connected
        with
        Escrow Agent's following of instructions from such Principal, and in connection
        therewith, to indemnify Escrow Agent against any and all reasonable
        out-of-pocket expenses, including reasonable attorneys' fees and the reasonable
        cost of defending any action, suit, or proceeding or resisting any claim,
        whether or not litigation is instituted. Further, Principals hereby, jointly
        and
        severally, indemnify Escrow Agent and hold it harmless from and against any
        and
        all claims, liabilities, damages, costs, penalties, losses, actions, suits,
        interpleader or otherwise, proceedings at law or in equity, arbitration
        proceedings, or any other reasonable out-of-pocket expenses, fees, or charges
        of
        any character or nature, including reasonable attorneys' fees at all trial
        and
        appellate levels, that it may incur or with which it may be threatened directly
        or indirectly by reason of disputes arising between Principals and/or any
        third
        party as to the correct interpretation of this Escrow Agreement, if any,
        and
        instructions given to Escrow Agent hereunder, or otherwise, with the right
        of
        Escrow Agent, regardless of the instruments aforesaid without the necessity
        of
        instituting and action, suit or proceeding, to hold the Escrowed Property
        until
        and unless said additional expense, fees and charges shall be fully paid.
        

       

      
        
          
          

        

        
          C-2

          
            

          

        

        
          
          

        

      

       

      IV.  Disputes

       

      A.  In
        the
        event Escrow Agent is joined as a party to a lawsuit by virtue of the fact
        that
        it is holding the Escrowed Property, Escrow Agent shall, at its option, either
        (1) tender the Escrowed Property to the custody of the appropriate court,
        or (2)
        distribute the Escrowed Property in accordance with the court's ultimate
        disposition of the case, and Principals hereby jointly and severally, indemnify
        and hold Escrow agent harmless from and against any damages or losses in
        connection therewith including, but not limited to, reasonable attorney's
        fees
        and court cost at all trial and appellate levels.

       

      B.  In
        the
        event Escrow Agent tenders the Escrowed Property to the custody of the
        appropriate court and files an action of interpleader naming the Principals
        and
        any affected third parties of whom Escrowed Agent has received actual notice,
        Escrow Agent shall be released and relieved from any and all further obligation
        and liability hereunder or in connection herewith and Principals hereby jointly
        and severally, indemnify and hold Escrow Agent harmless from and against
        any
        damages or losses arising in connection therewith, including, but not limited
        to, all reasonable out-of-pocket costs and expenses incurred by Escrow Agent
        in
        connecting with the filing of such action including, but not limited to,
        reasonable attorneys' fees and court costs at all trial and appellate
        levels.

       

      V.  Term
        of Agreement

       

      A.  This
        Escrow Agreement shall remain in effect unless and until it is canceled in
        any
        of the following manners:

       

      1.  upon
        written notice given by both Principals of cancellation of designation of
        Escrow
        Agent to act and serve in said capacity; or

       

      2.  Escrow
        Agent may resign as Escrow Agent at any time upon giving notice to Principals
        of
        its desire to so resign; provided, however, that resignation of Escrow Agent
        shall take effect no earlier than ten (10) days after the giving of notice
        of
        resignation; or

       

      3.  upon
        delivery of the Escrowed Property in accordance with this Escrow
        Agreement.

       

      B.  In
        the
        event Principals fail to agree to a successor Escrow Agent within the period
        described hereinabove, Escrow Agent shall have the right to deposit all of
        the
        Escrowed Property held hereunder into the registry of an appropriate court
        and
        request judicial determination of the rights between Principals, by interpleader
        or other appropriate action and Principals hereby jointly and severally,
        indemnify and hold Escrow Agent harmless from and against any damages or
        losses
        in connection therewith including, but not limited to, reasonable attorneys'
        fees and court costs at all trial and appellate levels.

       

      C.  Upon
        termination of the duties of Escrow Agent in either manner set forth in
        subparagraph 1 or 2 of paragraph A of this Article V, Escrow Agent shall
        deliver
        all of the Escrowed Property to the newly appointed Escrow Agent designated
        by
        the Principals, and, except for the rights of Escrow Agent specified in Article
        III of this Escrow Agreement, Escrow Agent shall not otherwise have the right
        to
        withhold Escrowed Property from said newly appointed Escrow Agent.

       

      D.  Escrow
        Agent shall not be bound by any modification, cancellation or rescission
        of this
        Escrow Agreement unless in writing and signed by both Principals and Escrow
        Agent. In no event shall any modification of this Escrow Agreement, which
        shall
        affect the rights or duties of Escrow Agent, be binding on Escrow Agent unless
        it shall have given its prior written consent.

       

      
        
          
          

        

        
          C-3

          
            

          

        

        
          
          

        

      

       

      VI.  Notices

       

      All
        notices, certificates, requests, demands, materials and other communications
        hereunder shall be in writing and be deemed to have been duly given (1) upon
        delivery by hand to the appropriate address of each Principal or Escrow Agent
        as
        set forth in this Escrow Agreement or in the Settlement Agreement; (2) on
        the
        third business day after mailing by United States registered or certified
        mail,
        return receipt requested, postage prepaid to such address; (3) on the first
        business day after mailing by overnight mail service; or (4) on the day of
        facsimile transmittal if transmitting via facsimile, with confirmation of
        receipt. All notices to parties to this Escrow Agreement, other than the
        Escrow
        Agent shall be directed as provided for in the Settlement Agreement. All
        notices
        to Escrow Agent shall be addressed to the individual signing on behalf of
        Escrow
        Agent at the following address:

       

      HELLER,
        HOROWITZ & FEIT, P.C.

      292
        Madison Avenue, 20th Floor

      New
        York,
        New York 10017

      Attn:
        Richard F. Horowitz, Esq.

       

      VII.     
        Choice
        of Law and Venue 

       

      This
        Escrow Agreement shall be governed by and construed in accordance with the
        laws
        of the State of New York, without regard to conflicts of laws. In the event
        any
        action, suit or proceeding is instituted as a result of any matter or thing
        affecting this Escrow Agreement, the parties hereto hereby designate New
        York
        County, New York as the proper jurisdiction and the venue in which same is
        to be
        instituted.

       

      VIII.   
        Cumulative
        Rights

       

      No
        right,
        power or remedy conferred upon any party hereto by this Escrow Agreement
        is
        exclusive of any other right, power or remedy such party may have under this
        Escrow Agreement or now or hereafter existing at law, in equity or by statute,
        and the exercise of one right, power or remedy by such party shall not be
        construed or considered as a waiver of any other right, power or
        remedy.

       

      IX.     
        Binding Agreement

       

      This
        Escrow Agreement shall be binding upon the Principals and Escrow Agent and
        their
        respective successors and assigns. The Company is an intended third party
        beneficiary of this Agreement. 

       

      
        
          
          

        

        
          C-4

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF,
        the
        parties hereto have caused these presents to be executed this____ day of
        January, 2008.

      

        
          	
                  Signed,
                    Sealed and Delivered

                	
                  _____________________________

                
	 	 
	 	 
	
                  ____________________________
                    

                	
                  By:___________________________

                
	 	 
	 	 
	
                  ____________________________

                	 
	 	 
	 	 
	
                  ____________________________

                	
                  ______________________________

                
	
                  (Name)

                	 
	 	 
	
                  ____________________________

                	 
	 	 
	 	 
	
                  
                    ____________________________

                  

                	 
	 	 
	 	 
	
                  
                    ____________________________

                  

                	 
	 	 
	
                  
                    ____________________________

                  

                	 


        

      

      (Name)
        

      (Address)
        

      (CORPORATE
        SEAL)

       

    

    
      
        
        

      

      
        C-5

        
          

        

      

      
        
        

      

    

     

    ANNEX
      D

    


    
      	NAME 	
              NUMBER
                OF BROADBAND
                SHARES

            
	 	 
	
              ASPEN HILL FINANCIAL INC.

              c/o Jay Weinberg

            	
              23,809

            
	 	
               

            
	 	
               

            
	JOHN MCELVEEN 	
              23,809

            
	 	
               

            
	 	
               

            
	PHOENIX CAPITAL	
              328,696

            
	 	 
	 	
               

            
	
              THE
                HOWARD LIVING TRUST  

              dated
                December 14, 2005

              c/o
                Mark W. Howard

            	
              95,238

            
	 	
               

            
	 	
               

            
	THOMAS
              TZIKAS 	
              95,238

            
	 	
               

            
	 	
               

            
	TOTAL:	
              
                566,790

              

            


    

     

    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    

     

    ANNEX
      E

    


    [Employment
      Agreement Amendment - Clive Ng]

     

    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

       

      
        Confidential
          - Without Prejudice

        For
          Settlement 

        Purposes
          Only

        AMENDMENT
          TO 

        EMPLOYMENT
          AGREEMENT

         

        This
          Amendment (this “Amendment”)
          to the
          Employment Agreement (the “Agreement”),
          dated
          as of February 24, 2007, between China Broadband, Ltd., a Cayman Islands
          company
          (the “Company”),
          a
          subsidiary of China Broadband, Inc. (“Broadband”),
          and
          Clive Ng (the “Executive”)
          is made
          on January __, 2008.

        


        WHEREAS, the
          Company and the Executive entered into the Agreement to provide for the
          rendering of certain services to the Company by the Executive; and

        


        WHEREAS,
          the
          Company and the Executive wish to amend the Agreement in accordance with
          Section
          10(f) of the Agreement.

        


        NOW,
          THEREFORE,
          for good and valuable consideration, the receipt and sufficiency of which
          hereby
          are acknowledged, the parties hereby agree as follows:

        

          
            
              
                	
                      	1.	
                        All
                          capitalized terms used herein and not otherwise defined
                          shall have the
                          meanings ascribed thereto in the
                          Agreement.

                      


              

            

          

          


          
            
              
                	
                      	2.	
                        Section
                          3(b)(i) of the Agreement is amended and restated in its
                          entirety to read
                          as follows:

                      


              

            

          

        

         

        Subject
          to the provisions hereof, the Executive agrees to serve the Company faithfully
          and to the best of his ability and to devote so much of his time to the
          affairs
          of the Company as, in the reasonable judgment of the Executive, the conduct
          of
          the Business (as defined below) of the Company shall reasonably require.
          In
          particular, the Executive will assist the Chief Executive Officer, the
          Board and
          management of the Company in identifying, negotiating with and entering
          into
          agreements for the acquisition of possible acquisition candidates in the
          People’s Republic of China that are engaged in such Business, and assist in an
          offering of securities of China Broadband, Inc. Subject to the provisions
          of
          Section 6 of this Agreement, the Executive shall also be the Chairman and
          Director of the Company, to serve at the pleasure of the Board, while employed
          hereunder. The Executive shall not be obligated to do or perform any act
          or
          thing in connection with the Business of the Company not expressly set
          forth
          herein.

        

          
            	 	
                    3.

                  	
                    Section
                      6 of the Agreement is hereby amended and restated in its entirety
                      to read
                      as follows:

                  


          

        

         

        
          
            
            

          

          
            E-2

            
              

            

          

          
            
            

          

        

         

        Nothing
          herein contained shall be deemed to preclude the Executive from engaging,
          directly or indirectly, in any Permitted Activities. For purposes hereof,
          (a)
“Permitted
          Activities”
          include:
          (i) serving as an officer, director, and/or board committee member or being
          a securityholder of China Cablecom, Ltd. and Cablecom Holdings/Jaguar (as
          defined below) (and any successor), and the respective affiliates thereof,
          pursuant to an employment agreement or otherwise and all activities undertaken
          in connection with the Cablecom Business (as defined below);
          (ii) management of his personal and family investments; (iii) engaging
          in “Other Permitted Investments” (as defined below); (iv) serving as a
          director, board or other committee member or trustee or in any other advisory
          capacity to any companies or other entities if such activities do not materially
          interfere with his services to the Company; (v) serving on industry boards
          or committees and trade associations in a non-employee capacity; (vi) making
          speeches, writing articles or participating in public debate and discussions
          in
          and by the means of any medium of communication; (vii) performing civic,
          community, public service, charitable, religious or philanthropic functions;
          (viii) serving as a senior advisor to Warner Music Group Corp.; and (ix)
          performing services relating to the formation and operation of an advertising
          business for television stations to the extent such services do not materially
          interfere with his services to the Company; (b) “Other
          Permitted Investments”
shall
          include: (x) investments in securities of publicly traded entities; and
          (y)
          passive investments in businesses not competitive with the Business of
          the
          Company described below, it being acknowledged that a “passive
          investment”
shall
          be deemed to mean an investment in a business that does not require or
          result in
          the participation of the Executive in the management or operations of such
          business, except during times other than regular business hours and which
          do not
          materially interfere with his services to the Company; and (c) “Cablecom
          Holdings/Jaguar”
          shall
          mean China Cablecom Holdings, Ltd. and Jaguar Acquisition Corporation (such
          entities are described in the Registration Statement on Form S-4, as the
          same
          may from time to time be amended, of China Cablecom Holdings, Ltd. filed
          with
          the Securities and Exchange Commission), the business of which shall include
          acting as a joint venture provider of integrated cable television services
          in
          the People’s Republic of China and related activities, but which does not
          include the provision of Stand-Alone Broadband Services (as defined
          below)(collectively, the “Cablecom
          Business”).
          

         

        It
          is
          contemplated that the Executive shall, until such time as the Company or
          the
          Parent has hired its first full-time Chief Executive Officer subsequent
          to the
          date hereof, (A) remain an executive of the Company and (B) take
          commercially reasonable efforts to further assure that such other activities
          with China Cablecom, Ltd., Cablecom Holdings/Jaguar (and any successor)
          will not
          materially interfere with his above-referenced obligations to the Company
          and
          that he will not divulge any confidential information or opportunities
          of the
          Company. At such time as the Company has hired a full-time CEO (and presuming
          that Yue Pu remains employed by the Company), the Executive’s work requirements
          shall be appropriately reduced further, including that he shall no longer
          remain
          an executive of the Company or of the Parent, except it is contemplated
          that he
          shall remain the non-executive Chairman and a director of the Company and
          of the
          Parent during the term of his employment with the Company, subject only
          (in the
          case of the Parent) to shareholder re-election. 

         

        The
          “Business”
          of the
          Company, for purposes of the scope or nature of activities to be performed
          by
          the Executive under this Agreement, shall relate to stand-alone, independent
          broadband services, including electronic program/television program-type
          publications (collectively, “Stand-Alone
          Broadband Services”).

         

        
          
            
            

          

          
            E-3

            
              

            

          

          
            
            

          

        

        

          
            	 	
                    4.

                  	
                    A
                      new Section 8(d) shall be added to the Agreement as
                      follows:

                  


          

        

         

        For
          the
          avoidance of doubt, in the event that an acquisition or other investment,
          project or other transaction opportunity arises that relates to the business
          of
          China Cablecom Ltd. and/or Cablecom Holdings/Jaguar, or a successor thereto
          or
          affiliate thereof, then Executive (i) may recuse himself from all Company
          and
          Parent board of directors consideration of such matter and (ii) may resign
          from
          any position, office or directorship with the Company or Parent and voluntarily
          terminate this Agreement, which termination will have the effect described
          in
          Section 9(c) hereof.

        

          
            	 	
                    5.

                  	
                    Section
                      8(d) of the Agreement shall become Section
                      8(e).

                  


          

           

          
            	 	
                    6.

                  	
                    A
                      new Section 10 shall be added to the Agreement as
                      follows:

                  


          

        

         

        Any
          controversy or claim arising out of, in conjunction with or relating to
          this
          Agreement (other than an action for injunctive relief) shall be resolved
          by
          arbitration, to be held in the County of New York, State of New York, in
          accordance with the Commercial Rules of the American Arbitration Association
          then in effect; judgment upon the award rendered by the arbitrator shall
          be
          final and binding upon the parties and judgment on the award may be entered
          and
          enforced in any federal or state court of competent jurisdiction located
          in the
          County of New York, State of New York. The parties to this Agreement hereby
          irrevocably consent to personal jurisdiction in the federal and state courts
          located in the County of New York, State of New York for that purpose.
          The
          arbitration award shall include attorneys’ fees and costs to the prevailing
          party.

         

        
          
            
            

          

          
            E-4

            
              

            

          

          
            
            

          

        

        

          
            	 	
                    7.

                  	
                    Section
                      10 of the Agreement shall become Section
                      11.

                  


          

           

          
            	 	
                    8.

                  	
                    The
                      Executive hereby relinquishes and waives any claim to any Base
                      Salary from
                      the Company for periods prior to the date of this
                      Amendment.

                  


          

           

          
            	 	
                    9.

                  	
                    Except
                      as modified by this Amendment, the Agreement shall continue
                      unmodified and
                      in full force and effect and each party hereto ratifies, approves
                      and
                      confirms the Agreement, as modified by this Amendment, in all
                      respects.

                  


          

           

          
            	 	
                    10.

                  	
                    This
                      Amendment may be executed in separate counterparts, each of
                      which will be
                      an original and all of which taken together shall constitute
                      one and the
                      same agreement, and any party hereto may execute this Amendment
                      by signing
                      any such counterpart.

                  


          

        

         

        * * *

         

        
          
            
            

          

          
            E-5

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the parties have executed this Amendment as of the date
          first
          set forth above.

         

         

        
          
            	 	
                    CHINA
                      BROADBAND, LTD

                     

                     

                    By:_______________________

                    Name:

                    Title:

                     

                     

                                                                                  

                    Clive
                      Ng

                  


          

           

          
            
              
              

            

            
              E-6

              
                

              

            

            
              
              

            

          

           

        

      

    

    ANNEX
      F

    


    [Employment
      Agreement Amendment - Pu Yue]

     

    
      
        
        

      

      
        F-1

        
          

        

      

      
        
        

      

    

     

    
      Confidential
        - Without Prejudice

      For
        Settlement 

      Purposes
        Only

      


      AMENDMENT
        TO 

      EMPLOYMENT
        AGREEMENT

       

       

      This
        Amendment (this “Amendment”)
        to the
        Employment Agreement (the “Agreement”),
        dated
        as of February 24, 2007, between China Broadband, Ltd., a Cayman Islands
        company
        (the “Company”),
        a
        subsidiary of China Broadband, Inc. (“Broadband”),
        and
        Yue Pu (the “Executive”)
        is
        made on January __, 2008. 

      


      WHEREAS, the
        Company and the Executive entered into the Agreement to provide for the
        rendering of certain services to the Company by the Executive; and

      


      WHEREAS,
        the
        Company and the Executive wish to amend the Agreement in accordance with
        Section
        10(f) of the Agreement. 

      


      NOW,
        THEREFORE,
        for good and valuable consideration, the receipt and sufficiency of which
        hereby
        are acknowledged, the parties hereby agree as follows:

      

        
          	 	
                  1.

                	
                  All
                    capitalized terms used herein and not otherwise defined shall
                    have the
                    meanings ascribed thereto in the
                    Agreement.

                


        

         

        
          	
                   

                	
                  2.

                	
                  Section
                    3(a) shall be amended and restated in its entirety to read as
                    follows:
                    

                


        

      

      
         

      

      (a)
        Service
        with Company.
        During
        the term of the Executive's employment, the Executive shall serve in the
        position of Vice Chairman and principal financial officer of the Company
        and
        Parent, and Executive shall have the authority, duties and responsibilities
        generally associated with such position and as may be determined by the Chairman
        (“Chairman”)
        or the
        Board of Directors (the “Board”)
        of the
        Company or its Parent from time to time subject to the provisions of this
        Agreement, as amended, and subject to the control and direction of the Board,
        managing operational activities relating to the operations of the Company
        and
        Parent in the PRC, and planning operational policies, objectives and
        initiatives, as well as furthering the Company’s short - and long-term financial
        and operational goals. Specifically, Executive shall continue to be involved
        with the preparation, and filing of financial statements and periodic reports
        and the execution of officer certifications to be filed pursuant to the
        Securities Exchange Act of 1934, as amended until a replacement Principal
        Financial Officer is hired. The Executive will report to the Board.


       

      
        
          
          

        

        
          F-2

          
            

          

        

        
          
          

        

      

       

      Section
        3(b)(i) of the Agreement is amended and restated in its entirety to read
        as
 follows: 

       

      Subject
        to the provisions hereof, the Executive agrees to serve the Company and Parent
        faithfully and to the best of his ability and to devote so much of his time
        to
        the affairs of the Company and Parent as, in the reasonable judgment of the
        Board, the conduct of the business of the Company and Parent shall reasonably
        require, and the Executive shall not be obligated to do or perform any act
        or
        thing in connection with the business of the Company or Parent not expressly
        set
        forth herein. 

      

        
          	 	
                  3.

                	
                  Section
                    6 of the Agreement is hereby amended and restated in its entirety
                    to read
                    as follows:

                


        

      

       

      Nothing
        herein contained shall be deemed to preclude the Executive from engaging,
        directly or indirectly, in any Permitted Activities. For purposes hereof,
        (a)
“Permitted
        Activities”
        include:
        (i) serving as an officer, director and/or board committee member or being
        a securityholder of China Cablecom, Ltd. and Cablecom Holdings/Jaguar (as
        defined below) (and any successor), and the respective affiliates thereof,
        pursuant to an employment agreement or otherwise and all activities undertaken
        in connection with the Cablecom Business (as defined below);
        (ii) management of his personal and family investments; (iii) engaging
        in Other Permitted Investments (as defined below); (iv) serving as a
        director, board or other committee member or trustee or in any other advisory
        capacity to any companies or other entities if such activities do not materially
        interfere with his services to the Company; (v) serving on industry boards
        or committees and trade associations in a non-employee capacity; and
        (vi) performing civic, community, public service, charitable, religious or
        philanthropic functions, (b) “Other
        Permitted Investments”
shall
        include: (x) investments in securities of publicly traded entities; and (y)
        passive investments in businesses not competitive with the Business of the
        Company described below, it being acknowledged that a “passive
        investment”
shall
        be deemed to mean an investment in a business that does not require or result
        in
        the participation of the Executive in the management or operations of such
        business, except during times other than regular business hours and which
        do not
        materially interfere with his services to the Company, and (c) “Cablecom
        Holdings/Jaguar”
        shall
        mean China Cablecom Holdings, Ltd. and Jaguar Acquisition Corporation (such
        entities are described in the Registration Statement on Form S-4, as the
        same
        may from time to time be amended, of China Cablecom Holdings, Ltd. filed
        with
        the Securities and Exchange Commission), the business of which shall include
        acting as a joint venture provider of cable television services in the People’s
        Republic of China and related activities, but which does not include the
        provision of Stand-Alone Broadband Services (as defined below)(collectively,
        the
“Cablecom
        Business”).
        It is
        contemplated that the Executive shall, until such time as the Company and
        Parent
        have hired a Chief Financial Officer (A) remain an executive of the Company
        and
        specifically, continue to have all responsibilities of a principal financial
        and
        principal accounting officer, amended, and (B) take commercially reasonable
        efforts to further assure that such other activities with China Cablecom,
        Ltd.,
        Cablecom Holdings/Jaguar (and any successor) will not materially interfere
        with
        his above-referenced obligations to the Company. Notwithstanding the foregoing,
        Executive will not divulge any confidential information or opportunities
        of the
        Company. At such time as the Company and Parent have hired a Chief Financial
        Officer and Principal Financial Officer, Executive’s work requirements shall be
        appropriately reduced further except that he shall remain Vice Chairman and
        Director of the Company and Parent during the term of his employment with
        the
        Company. The “Business”
of
        the
        Company, for purposes of the scope or nature of activities to be performed
        by
        the Executive under this Agreement, shall relate to stand alone, independent
        broadband services, including electronic program/television program-type
        publications (collectively, “Stand
        Alone Broadband Services”).
        

       

      
        
          
          

        

        
          F-3

          
            

          

        

        
          
          

        

      

      

        
          	 	
                  4.

                	
                  A
                    new Section 10 shall be added to the Agreement as
                    follows:

                


        

      

      
         

      

      Any
        controversy or claim arising out of, in conjunction with or relating to this
        Agreement (other than an action for injunctive relief) shall be resolved
        by
        arbitration, to be held in the County of New York, State of New York, in
        accordance with the Commercial Rules of the American Arbitration Association
        then in effect; judgment upon the award rendered by the arbitrator shall
        be
        final and binding upon the parties and judgment on the award may be entered
        and
        enforced in any federal or state court of competent jurisdiction located
        in the
        County of New York, State of New York. The parties to this Agreement hereby
        irrevocably consent to personal jurisdiction in the federal and state courts
        located in the County of New York, State of New York for that purpose. The
        arbitration award shall include attorneys’ fees and costs to the prevailing
        party. 

      

        
          	 	
                  5.

                	
                  Section
                    10 of the Agreement shall become Section
                    11.

                


        

         

        
          	 	
                  6.

                	
                  Except
                    as modified by this Amendment, the Agreement shall continue unmodified
                    and
                    in full force and effect and each party hereto ratifies, approves
                    and
                    confirms the Agreement, as modified by this Amendment, in all
                    respects.

                


        

         

        
          	 	
                  7.

                	
                  This
                    Amendment may be executed in separate counterparts, each of which
                    will be
                    an original and all of which taken together shall constitute
                    one and the
                    same agreement, and any party hereto may execute this Amendment
                    by signing
                    any such counterpart.

                


        

      

       

      * * *

       

      
        
          
          

        

        
          F-4

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties have executed this Amendment as of the date
        first
        set forth above.

       

       

      
        	 	
                CHINA
                  BROADBAND, LTD.

                 

                 

                
                  By:_______________________

                  Name:

                  Title:

                   

                   

                   

                  
                    __________________________

                    Yue
                      Pu

                  

                

              


      

      


       

      
        
          
          

        

        
          F-5

          
            

          

        

        
          
          

        

      

    

     

    ANNEX
      G

    


    [Form
      of
      Release Agreement]

     

    
      
        
        

      

      
        G-1