SUBSCRIPTION
        AGREEMENT

       

       

      THIS
        SUBSCRIPTION AGREEMENT
        (this
“Agreement”),
        is
        dated as of December ____, 2007, by and among China Broadband, Inc. (formerly
        Alpha Nutra, Inc.), a Nevada corporation
        (the
“Company”),
        and
        the subscribers identified on the signature page hereto (each a “Subscriber”
and
        collectively “Subscribers”).

       

      WHEREAS,
        the
        Company and the Subscribers are executing and delivering this Agreement in
        reliance upon an exemption from securities registration afforded by the
        provisions of Section 4(2), Section 4(6) and/or Regulation D (“Regulation
        D”)
        as
        promulgated by the United States Securities and Exchange Commission (the
        “Commission”)
        under
        the Securities Act of 1933, as amended (the “1933
        Act”);

       

      WHEREAS,
        the
        parties desire that, upon the terms and subject to the conditions contained
        herein, the Company shall issue and sell to the Subscribers, as provided
        herein,
        and the Subscribers, in the aggregate, shall purchase a minimum of $3,000,000
        and a maximum of up to $5,000,000 (the "Purchase
        Price"
        or
“Principal
        Amount”)
        of
        principal amount of promissory notes of the Company (“Note”
or
        “Notes”),
        a
        form of which is annexed hereto as Exhibit
        A,
        convertible into shares of the Company's Common Stock, $0.001 par value (the
        "Common
        Stock")
        at a
        per share conversion price set forth in the Note (“Conversion
        Price”);
        and
        share purchase warrants (the “Warrants”),
        in
        the form annexed hereto as Exhibit
        B,
        to
        purchase shares of Common Stock (the “Warrant
        Shares”).
        The
        Notes, shares of Common Stock issuable upon conversion of the Notes (the
        “Shares”),
        the
        Warrants and the Warrant Shares are collectively referred to herein as the
        "Securities";
        and

       

      WHEREAS,
        the
        aggregate proceeds of the sale of the Notes and the Warrants contemplated
        hereby
        shall be held in escrow pursuant to the terms of a Funds Escrow Agreement
        to be
        executed by the parties substantially in the form attached hereto as
Exhibit
        C
        (the
“Escrow
        Agreement”).

       

      NOW,
        THEREFORE,
        in
        consideration of the mutual covenants and other agreements contained in this
        Agreement the Company and the Subscribers hereby agree as follows:

       

      1. Closing
        Date.
        The
“Closing
        Date”
shall
        be the date that the Purchase Price is transmitted by wire transfer or otherwise
        credited to or for the benefit of the Company. The consummation of the
        transactions contemplated herein shall take place not later than December
        31,
        2007 at the offices of Grushko & Mittman, P.C., 551 Fifth Avenue, Suite
        1601, New York, New York 10176, upon the satisfaction or waiver of all
        conditions to closing set forth in this Agreement.

       

      2. Closing.
        Subject
        to the satisfaction or waiver of the terms and conditions of this Agreement,
        on
        the Closing Date, each Subscriber shall purchase and the Company shall sell
        to
        each Subscriber a Note in the Principal Amount designated on the signature
        page
        hereto for the Purchase Price indicated thereon, and Warrants as described
        in
        Section 2 of this Agreement.

       

      3. Warrants.
        On the
        Closing Date, the Company will issue and deliver Class A Warrants to the
        Subscribers. One Class A Warrant will be issued for each Share which would
        be
        issued on the Closing Date assuming the complete conversion of the Note on
        the
        Closing Date at the Conversion Price as of the Closing Date. The exercise
        price
        to acquire a Warrant Share upon exercise of a Class A Warrant shall be $0.60,
        subject to reduction as described in the Class A Warrant. The Class A Warrants
        shall be exercisable commencing one hundred and eighty-one (181) days after
        the
        Closing date until five years thereafter.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      4. Subscriber
        Representations and Warranties.
        Each
        Subscriber hereby represents and warrants to and agrees with the Company
        only as
        to such Subscriber that:

      


      (a) Organization
        and Standing of the Subscribers.
        If such
        Subscriber is an entity, such Subscriber is a corporation, partnership or
        other
        entity duly incorporated or organized, validly existing and in good standing
        under the laws of the jurisdiction of its incorporation or
        organization.

      


      (b) Authorization
        and Power.
        Such
        Subscriber has the requisite power and authority to enter into and perform
        this
        Agreement and the other Transaction Documents and to purchase the Notes and
        Warrants being sold to it hereunder. The execution, delivery and performance
        of
        this Agreement and the other Transaction Documents by such Subscriber and
        the
        consummation by it of the transactions contemplated hereby and thereby have
        been
        duly authorized by all necessary corporate or partnership action, and no
        further
        consent or authorization of such Subscriber or its Board of Directors,
        stockholders, partners, members, as the case may be, is required. This Agreement
        and the other Transaction Documents have been duly authorized, executed and
        delivered by such Subscriber and constitutes, or shall constitute when executed
        and delivered, a valid and binding obligation of such Subscriber enforceable
        against such Subscriber in accordance with the terms thereof.

       

      (c) No
        Conflicts.
        The
        execution, delivery and performance of this Agreement and the other Transaction
        Documents and the consummation by such Subscriber of the transactions
        contemplated hereby and thereby or relating hereto do not and will not (i)
        result in a violation of such Subscriber’s charter documents or bylaws or other
        organizational documents or (ii) conflict with, or constitute a default (or
        an
        event which with notice or lapse of time or both would become a default)
        under,
        or give to others any rights of termination, amendment, acceleration or
        cancellation of any agreement, indenture or instrument or obligation to which
        such Subscriber is a party or by which its properties or assets are bound,
        or
        result in a violation of any law, rule, or regulation, or any order, judgment
        or
        decree of any court or governmental agency applicable to such Subscriber
        or its
        properties (except for such conflicts, defaults and violations as would not,
        individually or in the aggregate, have a material adverse effect on such
        Subscriber). Such Subscriber is not required to obtain any consent,
        authorization or order of, or make any filing or registration with, any court
        or
        governmental agency in order for it to execute, deliver or perform any of
        its
        obligations under this Agreement and the other Transaction Documents or to
        purchase the Securities in accordance with the terms hereof, provided that
        for
        purposes of the representation made in this sentence, such Subscriber is
        assuming and relying upon the accuracy of the relevant representations and
        agreements of the Company herein.

      


      (d) Information
        on Company.
        Such
        Subscriber has been furnished with or has had access at the EDGAR Website
        of the
        Commission to the Company's Form 10-KSB filed on May 25, 2007 for the fiscal
        year ended December 31, 2006, and the financial statements included therein
        for
        the year ended December 31, 2006, together with all subsequent filings made
        with
        the Commission available at the EDGAR website (hereinafter referred to
        collectively as the "Reports").
        In
        addition, such
        Subscriber may have received in writing from the Company such other information
        concerning its operations, financial condition and other matters as such
        Subscriber has requested in writing, identified thereon as OTHER WRITTEN
        INFORMATION (such other information is collectively, the "Other
        Written Information"),
        and
        considered all factors such
        Subscriber deems material in deciding on the advisability of investing in
        the
        Securities. 

       

      (e) Information
        on Subscriber.
        Such
        Subscriber is, and will be at the time of the conversion of the Notes and
        exercise of the Warrants, an "accredited
        investor",
        as
        such term is defined in Regulation D promulgated by the Commission under
        the
        1933 Act, is experienced in investments and business matters, has made
        investments of a speculative nature and has purchased securities of United
        States publicly-owned companies in private placements in the past and, with
        its
        representatives, has such knowledge and experience in financial, tax and
        other
        business matters as to enable such
        Subscriber to utilize the information made available by the Company to evaluate
        the merits and risks of and to make an informed investment decision with
        respect
        to the proposed purchase, which represents a speculative investment.
        Such
        Subscriber has the authority and is duly and legally qualified to purchase
        and
        own the Securities. Such
        Subscriber is able to bear the risk of such investment for an indefinite
        period
        and to afford a complete loss thereof. The information set forth on the
        signature page hereto regarding such
        Subscriber is accurate.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      (f) Purchase
        of Notes and Warrants.
        On the
        Closing Date, such
        Subscriber will purchase the Notes and Warrants as principal for its own
        account
        for investment only and not with a view toward, or for resale in connection
        with, the public sale or any distribution thereof.

       

      (g) Compliance
        with Securities Act.
        Such
        Subscriber understands and agrees that the Securities have not been registered
        under the 1933 Act or any applicable state securities laws, by reason of
        their
        issuance in a transaction that does not require registration under the 1933
        Act
        (based in part on the accuracy of the representations and warranties of
such
        Subscriber contained herein), and that such Securities must be held indefinitely
        unless a subsequent disposition is registered under the 1933 Act or any
        applicable state securities laws or is exempt from such registration.
        Such
        Subscriber will comply with all applicable rules and regulations in connection
        with the sales of the Securities including laws relating to short sales,
        hedging
        and derivative transactions.

       

      (h) Shares
        Legend.
        The
        Shares, and the Warrant Shares shall bear the following or similar
        legend:

       

      "THE
        ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT
        BEEN
        REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR APPLICABLE STATE
        SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
        OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT
        FOR
        THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION
        OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY
        ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II)
        UNLESS
        SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE
        FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
        ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE
        SECURITIES."

       

      (i) Warrants
        Legend.
        The
        Warrants shall bear the following or
        similar legend:

       

      "NEITHER
        THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR
        THE
        SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED
        UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
        LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED
        (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
        UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL
        (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE
        FORM,
        THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT
        TO
        RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE
        SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR
        OTHER
        LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES."

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      (j) Note
        Legend.
        The
        Note shall bear the following legend:

       

      "NEITHER
        THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS NOTE NOR THE
        SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED
        UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
        LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED
        (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
        UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL
        (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE
        FORM,
        THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT
        TO
        RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE
        SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR
        OTHER
        LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
        "

       

      (k) Communication
        of Offer.
        The
        offer to sell the Securities was directly communicated to such Subscriber
        by the
        Company or the Broker identified in Section 8(a). At no time was such Subscriber
        presented with or solicited by any leaflet, newspaper or magazine article,
        radio
        or television advertisement, or any other form of general advertising or
        solicited or invited to attend a promotional meeting otherwise than in
        connection and concurrently with such communicated offer.

       

      (l) Authority;
        Enforceability.
        This
        Agreement and other agreements delivered together with this Agreement or
        in
        connection herewith have been duly authorized, executed and delivered by
        such
        Subscriber and are valid and binding agreements enforceable in accordance
        with
        their terms, subject to bankruptcy, insolvency, fraudulent transfer,
        reorganization, moratorium and similar laws of general applicability relating
        to
        or affecting creditors’ rights generally and to general principles of equity;
        and such Subscriber has full power and authority necessary to enter into
        this
        Agreement and such other agreements and to perform its obligations hereunder
        and
        under all other agreements entered into by such Subscriber relating
        hereto.

      


      (m) Restricted
        Securities.
        Such
        Subscriber understands that the Securities have not been registered under
        the
        1933 Act and such Subscriber will not sell, offer to sell, assign, pledge,
        hypothecate or otherwise transfer any of the Securities unless pursuant to
        an
        effective registration statement under the 1933 Act, or unless an exemption
        from
        registration is available. Notwithstanding anything to the contrary contained
        in
        this Agreement, such Subscriber may transfer (without restriction, without
        the
        consent of the Company and without the need for an opinion of counsel) the
        Securities to its Affiliates (as defined below) provided that each such
        Affiliate is an “accredited investor” under Regulation D (or, if such affiliate
        is not an accredited investor then pursuant to such other exemption from
        regulation under the 1933 Act), such Affiliate agrees to be bound by the
        terms
        and conditions of this Agreement, and written notice of such transfer is
        provided the Company within ten (10) business days of said transfer. For
        the
        purposes of this Agreement, an “Affiliate”
of
        any
        person or entity means any other person or entity directly or indirectly
        controlling, controlled by or under direct or indirect common control with
        such
        person or entity. Affiliate includes each Subsidiary of the Company. For
        purposes of this definition, “control”
means
        the power to direct the management and policies of such person or firm, directly
        or indirectly, whether through the ownership of voting securities, by contract
        or otherwise.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      (n) No
        Governmental Review.
        Such
        Subscriber understands that no United States federal or state agency or any
        other governmental or state agency has passed on or made recommendations
        or
        endorsement of the Securities or the suitability of the investment in the
        Securities nor have such authorities passed upon or endorsed the merits of
        the
        offering of the Securities.

      


      (o) Correctness
        of Representations.
        Such
        Subscriber represents as to such Subscriber that the foregoing representations
        and warranties are true and correct as of the date hereof and, unless such
        Subscriber otherwise notifies the Company prior to the Closing Date shall
        be
        true and correct as of the Closing Date.

      


      (p) Survival.
        The
        foregoing representations and warranties shall survive the Closing
        Date.

       

      5. Company
        Representations and Warranties.
        The
        Company represents and warrants to and agrees with each Subscriber
        that:

       

      (a) Due
        Incorporation.
        The
        Company is a corporation or other entity duly incorporated or organized,
        validly
        existing and in good standing under the laws of the jurisdiction of its
        incorporation or organization and has the requisite corporate power to own
        its
        properties and to carry on its business as presently
        conducted. The Company is duly qualified as a foreign corporation to do business
        and is in good standing in each jurisdiction where the nature of the business
        conducted or property owned by it makes such qualification necessary, other
        than
        those jurisdictions in which the failure to so qualify would not have a Material
        Adverse Effect. For purposes of this Agreement, a “Material
        Adverse Effect”
shall
        mean a material adverse effect on the financial condition, results of
        operations, prospects, properties or business of the Company and its
        Subsidiaries taken as a whole. For purposes of this Agreement, “Subsidiary”
means,
        with respect to any entity at any date, any corporation, limited or general
        partnership, limited liability company, trust, estate, association, joint
        venture or other business entity of which more than 30% of (i) the
        outstanding capital stock having (in the absence of contingencies) ordinary
        voting power to elect a majority of the board of directors or other managing
        body of such entity, (ii) in the case of a partnership or limited liability
        company, the interest in the capital or profits of such partnership or limited
        liability company or (iii) in the case of a trust, estate, association,
        joint venture or other entity, the beneficial interest in such trust, estate,
        association or other entity business is, at the time of determination, owned
        or
        controlled directly or indirectly through one or more intermediaries, by
        such
        entity. The Company’s Subsidiaries as of the Closing Date are set forth on
Schedule
        5(a).

       

      (b) Outstanding
        Stock.
        All
        issued and outstanding shares of capital stock of the Company and Subsidiary
        have been duly authorized and validly issued and are fully paid and
        non-assessable, other than shares of the PRC based Jinan Broadband (as defined
        in the Reports for which outstanding payment of approximately $3 million
        due on
        or before Closing which payment the Company undertakes to make using the
        proceeds of the Offering and which shares and our ownership are subject to
        an
        Exclusive Cooperation Agreement.

       

      (c) Authority;
        Enforceability.
        This
        Agreement, the Note, the Warrants, and Escrow Agreement and any other agreements
        delivered together with this Agreement or in connection herewith (collectively
        “Transaction
        Documents”)
        have
        upon receipt of payment therefore been duly authorized, executed and delivered
        by the Company and Subsidiaries (as applicable) and are valid and binding
        agreements of the Company enforceable in accordance with their terms, subject
        to
        bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
        similar laws of general applicability relating to or affecting creditors'
        rights
        generally and to general principles of equity. The Company has full corporate
        power and authority necessary to enter into and deliver the Transaction
        Documents and to perform its obligations thereunder.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      (d) Additional
        Issuances.
        There
        are
        no outstanding agreements or preemptive or similar rights affecting the
        Company's Common Stock or equity and no outstanding rights, warrants or options
        to acquire, or instruments convertible into or exchangeable for, or agreements
        or understandings with respect to the sale or issuance of any shares of Common
        Stock or equity of the Company or Subsidiaries or other equity interest in
        the
        Company except as described in the Reports or on Schedule
        5(d).
        The
        Common Stock of the Company on a fully diluted basis outstanding as of the
        last
        Business Day preceding the Closing Date is set forth on Schedule
        5(d).

       

      (e) Consents.
        No
        consent, approval, authorization or order of any court, governmental agency
        or
        body or arbitrator having jurisdiction over the Company, or any of its
        Affiliates, The Pink Sheets LLC (the “Pink
        Sheets”)
        or the
        Company's shareholders is required for the execution by the Company of the
        Transaction Documents and compliance and performance by the Company of its
        obligations under the Transaction Documents, including, without limitation,
        the
        issuance and sale of the Securities. The Transaction Documents and the Company’s
        performance of its obligations thereunder has been unanimously approved by
        the
        Company’s Board of Directors. No consent, approval, order or authorization of,
        or registration, qualification, designation, declaration or filing with,
        any
        governmental authority in the world, including without limitation, People’s
        Republic of China (“PRC”),
        Hong
        Kong, the United States, the Cayman Islands or elsewhere is required by the
        Company or any Affiliate of the Company in connection with the consummation
        of
        the transactions contemplated by this Agreement, except as would not otherwise
        have a Material Adverse Effect or the consummation of any of the other
        agreements, covenants or commitments of the Company or any Subsidiary
        contemplated by the other Transaction Documents. Any such qualifications
        and
        filings will, in the case of qualifications, be effective on the Closing
        and
        will, in the case of filings, be made within the time prescribed by law.
        Under
        the Regulations on the Acquisitions by Foreign Investors of Domestic Enterprises
        jointly promulgated by the PRC Ministry of Commerce (“MOFCOM”),
        the
        China Securities Regulatory Commission (“CSRC”),
        the
        State Owned Assets Supervision and Management Commission, the General
        Administration of Taxation and the State Administration of Foreign Exchange
        in
        effect on the Closing Date, neither the Company nor any Subsidiary is required,
        as of the date of this Agreement and as of the Closing, to obtain any approvals
        of the CSRC in connection with the transactions contemplated by the Transaction
        Documents. No further approval by, or registration or filing with State
        Administration of Foreign Exchange (“SAFE”)
        other
        than typical SAFE foreign exchange processing procedural registrations are
        expressly required under the current effective and applicable governing
        regulations for matters including but not limited to the payment by any
        Subsidiary of dividends to the Company in foreign currency, such as U.S.
        Dollars. The Company has obtained or made all necessary consents, approvals,
        registrations and filings with relevant governmental authorities in the PRC
        on
        or before each Closing in accordance with the then effective and applicable
        PRC
        regulations to acquire the interests in “Jinan
        Broadband”
(as
        employed in the Company’s Form 10-KSB filed for the year ended December 31,
        2006), and to complete the transactions contemplated in the Transaction
        Documents, except as would not have a Material Adverse Effect.

       

      (f) No
        Violation or Conflict.
        Assuming the representations and warranties of the Subscribers in Section
        4 are
        true and correct, neither the issuance and sale of the Securities nor the
        performance of the Company’s obligations under this Agreement, the Transaction
        Documents and all other agreements entered into by the Company relating thereto
        by the Company will:

       

      (i) violate,
        conflict with, result in a breach of, or constitute a default (or an event
        which
        with the giving of notice or the lapse of time or both would be reasonably
        likely to constitute a default) under (A) the articles or certificate of
        incorporation, charter or bylaws of the Company, (B) to the Company's knowledge,
        any decree, judgment, order, law, treaty, rule, regulation or determination
        applicable to the Company of any court, governmental agency or body, or
        arbitrator having jurisdiction over the Company or over the properties or
        assets
        of the Company or any of its Affiliates, (C) the terms of any bond, debenture,
        note or any other evidence of indebtedness, or any agreement, stock option
        or
        other similar plan, indenture, lease, mortgage, deed of trust or other
        instrument to which the Company or any of its Affiliates is a party, by which
        the Company or any of its Affiliates is bound, or to which any of the properties
        of the Company or any of its Affiliates is subject, or (D) the terms of any
        "lock-up" or similar provision of any underwriting or similar agreement to
        which
        the Company, or any of its Affiliates is a party except the violation, conflict,
        breach, or default of which would not have a Material Adverse Effect;
        or

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      (ii) result
        in
        the creation or imposition of any lien, charge or encumbrance upon the
        Securities or any of the assets of the Company or any of its Affiliates except
        as described herein; or

       

      (iii) except
        as
        described in Schedule
        5(d),
        result
        in the activation of any anti-dilution rights or a reset or repricing of
        any
        debt or security instrument of any other creditor or equity holder of the
        Company, nor result in the acceleration of the due date of any obligation
        of the
        Company; or

       

      (iv) except
        as
        described on Schedule
        5(f),
        will
        result in the triggering of any piggy-back registration rights of any person
        or
        entity holding securities of the Company or having the right to receive
        securities of the Company.

       

      (g) The
        Securities.
        The
        Securities upon issuance:

       

      (i) are,
        or
        will be, free and clear of any security interests, liens, claims or other
        encumbrances, subject to restrictions upon transfer under the 1933 Act and
        any
        applicable state securities laws;

      


      (ii) have
        been, or will be, duly and validly authorized and on the date of issuance
        of the
        Shares upon conversion of the Notes and the Warrant Shares and upon exercise
        of
        the Warrants, the Shares and Warrant Shares will be duly and validly issued,
        fully paid and non-assessable and if registered pursuant to the 1933 Act
        and
        resold pursuant to an effective registration statement will be free trading
        and
        unrestricted;

       

      (iii) will
        not
        have been issued or sold in violation of any preemptive or other similar
        rights
        of the holders of any securities of the Company;

       

      (iv) will
        not
        subject the holders thereof to personal liability by reason of being such
        holders; and

       

      (v) assuming
        the representations warranties of the Subscribers as set forth in Section
        4
        hereof are true and correct, will not result in a violation of Section 5
        under
        the 1933 Act.

       

      (h) Litigation.
        There
        is no pending or, to the best knowledge of the Company, threatened action,
        suit,
        proceeding or investigation before any court, governmental agency or body,
        or
        arbitrator having jurisdiction over the Company, or any of its Affiliates
        that
        would affect the execution by the Company or the performance by the Company
        of
        its obligations under the Transaction Documents. Except as disclosed in the
        Reports, there is no pending or, to the best knowledge of the Company, basis
        for
        or threatened action, suit, proceeding or investigation before any court,
        governmental agency or body, or arbitrator having jurisdiction over the Company,
        or any of its Affiliates which litigation if adversely determined would have
        a
        Material Adverse Effect.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      (i) No
        Market Manipulation.
        The
        Company and its Affiliates have not taken, and will not take, directly or
        indirectly, any action designed to, or that might reasonably be expected
        to,
        cause or result in stabilization or manipulation of the price of the Common
        Stock to
        facilitate the public sale or resale of the Securities or affect the price
        at
        which the Securities may be issued or resold.

       

      (j) Information
        Concerning Company.
        The
        Reports and Other Written Information contain all material information relating
        to the Company and its operations and financial condition as of their respective
        dates which information is required to be disclosed therein. Since the date
        of
        the financial statements included in the Reports, and except as modified
        in the
        Other Written Information or in the Schedules hereto, there has been no Material
        Adverse Event relating to the Company's business, financial condition or
        affairs
        not disclosed in the Reports. The Reports and Other Written Information do
        not
        contain any untrue statement of a material fact or omit to state a material
        fact
        required to be stated therein or necessary to make the statements therein,
        taken
        as a whole, not misleading in light of the circumstances when made.

       

      (k) Stop
        Transfer.
        The
        Company will not issue any stop transfer order or other order impeding the
        sale,
        resale or delivery of any of the Securities, except as may be required by
        any
        applicable federal or state securities laws and unless contemporaneous notice
        of
        such instruction is given to the Subscriber.

       

      (l) Defaults.
        The
        Company is not in violation of its articles of incorporation or bylaws. The
        Company is (i) not in default under or in violation of any other material
        agreement or instrument to which it is a party or by which it or any of its
        properties are bound or affected, which default or violation would have a
        Material Adverse Effect,
        (ii)
        not in default with respect to any order of any court, arbitrator or
        governmental body or subject to or party to any order of any court or
        governmental authority arising out of any action, suit or proceeding under
        any
        statute or other law respecting antitrust, monopoly, restraint of trade,
        unfair
        competition or similar matters, or (iii) not in violation of any statute,
        rule
        or regulation of any governmental authority which violation would have a
        Material Adverse Effect.

       

      (m) No
        Integrated Offering.
        Neither
        the Company, nor to the Company’s knowledge, any of its Affiliates, or any
        person acting on its or their behalf, has directly or indirectly made any
        offers
        or sales of any security or solicited any offers to buy any security under
        circumstances that would cause the offer of the Securities pursuant to this
        Agreement to be integrated with prior offerings by the Company for purposes
        of
        the 1933 Act or any applicable stockholder approval provisions, which would
        impair the exemptions relied upon in this Offering or the Company’s ability to
        timely comply with its obligations hereunder. The Company will not take any
        action or steps that would cause the offer or issuance of the Securities
        to be
        integrated with other offerings which would impair the exemptions relied
        upon in
        this Offering or the Company’s ability to timely comply with its obligations
        hereunder. The Company will not conduct any offering other than the transactions
        contemplated hereby that will be integrated with the offer or issuance of
        the
        Securities that would impair the exemptions relied upon in this Offering
        or the
        Company’s ability to timely comply with its obligations hereunder.

       

      (n) No
        General Solicitation.
        Neither
        the Company, nor any of its Affiliates, nor to its knowledge, any person
        acting
        on its or their behalf, has engaged in any form of general solicitation or
        general advertising (within the meaning of Regulation D under the 1933 Act)
        in
        connection with the offer or sale of the Securities.

       

      (o) No
        Undisclosed Liabilities.
        The
        Company has no liabilities or obligations which are material, individually
        or in
        the aggregate, other than those incurred in the ordinary course of the Company
        businesses since December 31, 2006, and which, individually or in the aggregate,
        would reasonably be expected to have a Material Adverse Effect,
        except
        as disclosed in the Reports or on Schedule
        5(o).

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      (p) No
        Undisclosed Events or Circumstances.
        Since
        December 31, 2006, no event or circumstance has occurred or exists with respect
        to the Company or its businesses, properties, operations or financial condition,
        that, under applicable law, rule or regulation, requires public disclosure
        or
        announcement prior to the date hereof by the Company but which has not been
        so
        publicly announced or disclosed in the Reports.

       

      (q)  Capitalization.
        The
        authorized and outstanding capital stock of the Company and Subsidiaries
        as of
        the date of this Agreement and the Closing Date (not including the Securities)
        are set forth in the Reports. Except as set forth on in the Reports or on
        Schedule
        5(d),
        there
        are no options, warrants, or rights to subscribe to, securities, rights or
        obligations convertible into or exchangeable for or giving any right to
        subscribe for any shares of capital stock of the Company or any of its
        Subsidiaries.

       

      (r) Dilution.
        The
        Company's executive officers and directors understand the nature of the
        Securities being sold hereby and recognize that the issuance of the Securities
        will have a potential dilutive effect on the equity holdings of other holders
        of
        the Company’s equity or rights to receive equity of the Company. The board of
        directors of the Company has concluded, in its good faith business judgment
        that
        the issuance of the Securities is in the best interests of the Company. The
        Company specifically acknowledges that its obligation to issue the Shares
        upon
        conversion of the Notes, and the Warrant Shares upon exercise of the Warrants,
        is binding upon the Company and enforceable regardless of the dilution such
        issuance may have on the ownership interests of other shareholders of the
        Company or parties entitled to receive equity of the Company.

       

      (s)  No
        Disagreements.
        There
        are no material disagreements of any kind presently existing, or reasonably
        anticipated by the Company to arise between the Company and the accountants,
        lawyers and transfer agent presently employed by the Company, including but
        not
        limited to disputes or conflicts over payment owed to them, nor have there
        been
        any such disagreements during the two years prior to the Closing
        Date.

      


      (t) Investment
        Company.
        The
        Company is not an “investment company” within the meaning of the Investment
        Company Act of 1940, as amended.

       

      (u) Foreign
        Corrupt Practices.
        Neither
        the Company, nor to the knowledge of the Company, any agent or other person
        acting on behalf of the Company, has (i) directly or indirectly, used any
        funds
        for unlawful contributions, gifts, entertainment or other unlawful expenses
        related to foreign or domestic political activity, (ii) made any unlawful
        payment to foreign or domestic government officials or employees or to any
        foreign or domestic political parties or campaigns from corporate funds,
        (iii)
        failed to disclose fully any contribution made by the Company (or made by
        any
        person acting on its behalf of which the Company is aware) which is in violation
        of law, or (iv) violated in any material respect any provision of the Foreign
        Corrupt Practices Act of 1977, as amended.

      


      (v) Reporting
        Company.
        The
        Company is a publicly-held company subject to reporting obligations pursuant
        to
        Section 13 of the Securities Exchange Act of 1934, as amended (the "1934
        Act")
        and
        has a class of Common Stock registered pursuant to Section 12(g) of the 1934
        Act. The Company is not a “shell company” as that term is employed in the 1933
        Act.

      


      (w) Listing.
        The
        Company's Common Stock is quoted on the Pink Sheets under the symbol CBBD.
        The
        Company has not received any oral or written notice that its Common Stock
        is not
        eligible nor will become ineligible for quotation on the Pink Sheets nor
        that
        its Common Stock does not meet all requirements for the continuation of such
        quotation. The Company satisfies all the requirements for the continued
        quotation of its Common Stock on the Pink Sheets.

      


      (x) DTC
        Status.
        The
        Company’s transfer agent is a participant in, and the Common Stock is eligible
        for transfer pursuant to, the Depository Trust Company Automated Securities
        Transfer Program. The name, address, telephone number, fax number, contact
        person and email address of the Company transfer agent is set forth on
Schedule
        5(x)
        hereto.

       

      
        
          
          

        

        
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      (y) Solvency.
        Based
        on the financial condition of the Company as of the Closing Date after giving
        effect to the receipt by the Company of the proceeds from the sale of the
        Notes
        hereunder, (i) the Company’s fair saleable value of its assets exceeds the
        amount that will be required to be paid on or in respect of the Company’s
        existing debts and other liabilities (including known contingent liabilities)
        as
        they mature; (ii) the Company’s assets do not constitute unreasonably small
        capital to carry on its business for the current fiscal year as now conducted
        and as proposed to be conducted including its capital needs taking into account
        the particular capital requirements of the business conducted by the Company,
        and projected capital requirements and capital availability thereof, after
        the
        receipt of proceeds from the sale of the Notes hereunder; and (iii) the current
        cash flow of the Company, together with the proceeds the Company would receive,
        were it to liquidate all of its assets, after taking into account all
        anticipated uses of the cash, would be sufficient to pay all amounts on or
        in
        respect of its debt when such amounts are required to be paid. The Company
        does
        not intend to incur debts beyond its ability to pay such debts as they mature
        (taking into account the timing and amounts of cash to be payable on or in
        respect of its debt).

      


      (z) Company
        Predecessor and Subsidiaries.
        The
        Company makes each of the representations contained in Sections 5(a), (b),
        (c),
        (d), (e), (f), (h), (j), (l), (o), (p), (q), (s), (t), and (u) of this
        Agreement, to the extent the same relate to the Subsidiary of the Company.
        All
        representations made by or relating to the Company of a historical or
        prospective nature and all undertakings described in Sections 9(g) through
        9(l)
        shall relate, apply and refer to the Company and its predecessors. Except
        as set
        forth on Schedule
        5(d),
        the
        Company owns 100% of the outstanding equity of the Subsidiaries and rights
        to
        receive equity of the Subsidiaries free and clear of all liens, encumbrances
        and
        claims. No person or entity other than the Company has the right to receive
        any
        equity interest in the Subsidiaries.

      


      (AA) Correctness
        of Representations.
        The
        Company represents that the foregoing representations and warranties are
        true
        and correct as of the date hereof in all material respects, and, unless the
        Company otherwise notifies the Subscribers prior to the Closing Date, shall
        be
        true and correct in all material respects as of the Closing Date; provided,
        that, if such representation or warranty is made as of a different date in
        which
        case such representation or warranty shall be true as of such date.

       

      (BB) Survival.
        The
        foregoing representations and warranties shall survive the Closing
        Date.

       

      6. Regulation
        D Offering/Legal Opinion.
        The
        offer and issuance of the Securities to the Subscribers is being made pursuant
        to the exemption from the registration provisions of the 1933 Act afforded
        by
        Section 4(2) or Section 4(6) of the 1933 Act and/or Rule 506 of Regulation
        D
        promulgated thereunder. On the Closing Date, the Company will provide an
        opinion
        reasonably acceptable to the Subscribers’ counsel from the Company's legal
        counsel opining on the availability of an exemption from registration under
        the
        1933 Act as it relates to the offer and issuance of the Securities and other
        matters reasonably requested by Subscribers. A final form of the legal opinion
        will be annexed hereto as Exhibit
        D,
        subsequent to delivery by the Company’s counsel. The Company will provide, at
        the Company's expense, such other legal opinions, if any, as are reasonably
        necessary in each Subscriber’s opinion for the issuance, delivery and resale of
        the Common Stock issuable upon conversion of the Notes and exercise of the
        Warrants pursuant to an effective registration statement, Rule 144 under
        the
        1933 Act or an exemption from registration.

       

      
        
          
          

        

        
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      7.1. Conversion
        of Note.

      


      (a) Upon
        the
        conversion of a Note or part thereof, the Company shall, at its own cost
        and
        expense, take all necessary action, including obtaining and delivering, an
        opinion of counsel to assure that the Company's transfer agent shall issue
        stock
        certificates in the name of Subscriber (or its permitted nominee) or such
        other
        persons as designated by Subscriber and in such denominations to be specified
        at
        conversion representing the number of shares of Common Stock issuable upon
        such
        conversion. The Company warrants that no instructions other than these
        instructions have been or will be given to the transfer agent of the Company's
        Common Stock and that the certificates representing such shares shall contain
        no
        legend other than the usual 1933 Act restriction from transfer legend. In
        the
        event that the Shares are sold in a manner that complies with an exemption
        from
        registration, the Company will promptly instruct its counsel to issue to
        the
        transfer agent an opinion permitting removal of the legend indefinitely,
        if
        pursuant to Rule 144(k) of the 1933 Act, provided that Subscriber delivers
        all
        reasonably requested representations in support of such opinion. When referred
        to herein, Rule
        144(k)
        shall
        mean such sections of Rule 144 under the 1933 Act which allow resales of
        “restricted
        stock”
(as
        employed in Rule 144) by non-affiliates of the Company without volume
        limitations and without further restriction on transfer.

      


      (b) A
        Subscriber will give notice of its decision to exercise its right to convert
        the
        Note, interest, or part thereof by telecopying, or otherwise delivering a
        completed Notice of Conversion (a form of which is annexed as “Exhibit A” to the
        Note) to the Company via confirmed telecopier transmission or otherwise pursuant
        to Section 13(a) of this Agreement. Such Subscriber will not be
        required to surrender the Note
        until
        the Note has been fully converted or satisfied. Each date on which a Notice
        of
        Conversion is telecopied to the Company in accordance with the provisions
        hereof
        by 6 PM Eastern Time (“ET”) (or if received by the Company after 6 PM ET or at
        any time or a non-business day then the next business day) shall be deemed
        a
“Conversion
        Date.”
The
        Company will itself or cause the Company’s transfer agent to transmit the
        Company's Common Stock certificates representing the Shares issuable upon
        conversion of the Note to such Subscriber via express courier for receipt
        by
        such Subscriber within seven (7) business days after receipt by the Company
        of
        the Notice of Conversion (such seventh day being the "Delivery
        Date").
        In
        the event the Shares are electronically transferable, then delivery of the
        Shares must
        be made
        by electronic transfer provided request for such electronic transfer has
        been
        made by the Subscriber.
        A Note representing the balance of the Note not so converted will be provided
        by
        the Company to such Subscriber if requested by Subscriber, provided such
        Subscriber delivers the
        original Note to the Company. In the event that a Subscriber elects not to
        surrender a Note for reissuance upon partial payment or conversion of a Note,
        such Subscriber hereby indemnifies the Company against any and all loss or
        damage attributable to a third-party claim in an amount in excess of the
        actual
        amount then due under the Note.

      


      (c) The
        Company understands that a delay in the delivery of the Shares in the form
        required pursuant to Section 7.1 hereof later than the Delivery Date could
        result in economic loss to the Subscriber. As compensation to a Subscriber
        for
        such loss, the Company agrees to pay (as liquidated damages and not as a
        penalty) to such Subscriber for late issuance of Shares in the form required
        pursuant to Section 7.1 hereof upon Conversion of the Note in the amount
        of $100
        per business day after the Delivery Date for each $10,000 of Note principal
        amount (and proportionately for other amounts) being converted of the
        corresponding Shares which are not timely delivered. The Company shall pay
        any
        payments incurred under this Section in immediately available funds upon
        demand.
        Furthermore, in addition to any other remedies which may be available to
        the
        Subscriber, in the event that the Company fails for any reason to effect
        delivery of the Shares within seven (7) business days after the Delivery
        Date,
        such Subscriber will be entitled to revoke all or part of the relevant Notice
        of
        Conversion by delivery of a notice to such effect to the Company whereupon
        the
        Company and such Subscriber shall each be restored to their respective positions
        immediately prior to the delivery of such notice, except that the liquidated
        damages described above shall be payable through the date notice of revocation
        or rescission is given to the Company.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      7.2. Mandatory
        Redemption at Subscriber’s Election.
        In the
        event (i) the Company is prohibited from issuing Shares, (ii) upon the
        occurrence of any other Event of Default (as defined in the Note or in this
        Agreement), (iii) a Change in Control (as defined below), or (iv) of the
        liquidation, dissolution or winding up of the Company, then at the Subscriber's
        election, the Company must pay to the Subscriber ten (10) business days after
        request by each Subscriber the outstanding principal amount of the Note
        designated by each such Subscriber, plus accrued but unpaid interest and
        any
        other amounts that have accrued pursuant to the Transaction Documents
        ("Mandatory
        Redemption Payment").
        Upon
        receipt of the Mandatory Redemption Payment, the corresponding Note principal,
        interest and other amounts will be deemed paid and no longer outstanding.
        The
        Subscriber may rescind the election to receive a Mandatory Redemption Payment
        at
        any time until such payment is actually received. For purposes of this Section
        7.2, “Change
        in Control”
shall
        mean (i) the Company no longer having a class of shares publicly traded,
        quoted
        or listed on any Principal Market (as defined in Section 9(b) hereto), (ii)
        the
        Company becoming a Subsidiary of another entity (other than a corporation
        formed
        by the Company for purposes of reincorporation in another U.S. jurisdiction),
        (iii) a majority of the board of directors of the Company as of the Closing
        Date
        no longer serving as directors of the Company except due to natural causes,
        and
        (iv) the sale, lease or transfer of substantially all the assets of the Company
        or its Subsidiaries.

      


      7.3. Maximum
        Conversion.
        A
        Subscriber shall not be entitled to convert on a Conversion Date that amount
        of
        the Note in connection with that number of shares of Common Stock which would
        be
        in excess of the sum of (i) the number of shares of Common Stock beneficially
        owned by such Subscriber and its Affiliates on a Conversion Date, and (ii)
        the
        number of shares of Common Stock issuable upon the conversion of the Note
        with
        respect to which the determination of this provision is being made on a
        Conversion Date, which would result in beneficial ownership by such Subscriber
        and its or his Affiliates of more than 4.99% of the outstanding shares of
        Common
        Stock of the Company on such Conversion Date. For the purposes of the provision
        to the immediately preceding sentence, beneficial ownership shall be determined
        in accordance with Section 13(d) of the Securities Exchange Act of 1934,
        as
        amended, and Rule 13d-3 thereunder. Subject to the foregoing, the Subscriber
        shall not be limited to aggregate conversions of only 4.99% and aggregate
        conversions by the Subscriber may exceed 4.99%. The Subscriber may increase
        the
        permitted beneficial ownership amount up to 9.99% upon and effective after
        61
        days’ prior written notice to the Company. Such Subscriber may allocate which of
        the equity of the Company deemed beneficially owned by such Subscriber shall
        be
        included in the 4.99% amount described above and which shall be allocated
        to the
        excess above 4.99%.

      


      7.4. Injunction
        Posting of Bond.
        In the
        event a Subscriber shall elect to convert a Note or part thereof, the Company
        may not refuse conversion or exercise based on any claim that such Subscriber
        or
        any one associated or affiliated with such Subscriber has been engaged in
        any
        violation of law, or for any other reason, unless, an injunction from a court,
        on notice, restraining and or enjoining conversion of all or part of such
        Note
        shall have been sought and obtained by the Company or at the Company’s request
        or with the Company’s assistance, and
        the
        Company has posted a surety bond for the benefit of such Subscriber in the
        amount of 120% of the outstanding principal and interest of the Note, or
        aggregate purchase price of the Shares which are sought to be subject to
        the
        injunction, which bond shall remain in effect until the completion of
        arbitration/litigation of the dispute and the proceeds of which shall be
        payable
        to such Subscriber to the extent Subscriber obtains judgment in Subscriber’s
        favor.

      


      7.5. Buy-In.
        In
        addition to any other rights available to a Subscriber, if the Company fails
        to
        deliver to a Subscriber such shares issuable upon conversion of a Note by
        the
        Delivery Date and if after three (3) business days after the Delivery Date
        such
        Subscriber or a broker on such Subscriber’s behalf purchases (in an open market
        transaction or otherwise) shares of Common Stock to deliver in satisfaction
        of a
        sale by such Subscriber of the Common Stock which such Subscriber was entitled
        to receive upon such conversion (a "Buy-In"),
        then
        the Company shall pay in cash to such Subscriber (in addition to any remedies
        available to or elected by the Subscriber) the amount by which (A) such
        Subscriber's total purchase price (including brokerage commissions, if any)
        for
        the shares of Common Stock so purchased exceeds (B) the aggregate principal
        and/or interest amount of the Note for which such conversion was not timely
        honored together
        with interest thereon at a rate of 15% per annum, or the maximum amount legally
        allowed under the jurisdiction in which the subscriber resides, accruing
        until
        such amount and any accrued interest thereon is paid in full (which amount
        shall
        be paid as liquidated damages and not as a penalty. For
        example, if a Subscriber purchases shares of Common Stock having a total
        purchase price of $11,000 to cover a Buy-In with respect to an attempted
        conversion of $10,000 of note principal and/or interest, the Company shall
        be
        required to pay such Subscriber $1,000 plus interest. Such Subscriber shall
        provide the Company written notice and evidence indicating the amounts payable
        to such Subscriber in respect of the Buy-In.

       

      
        
          
          

        

        
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      7.6 Adjustments.
        The
        Conversion Price, Warrant exercise price and amount of Shares issuable upon
        conversion of the Notes and exercise of the Warrants shall be equitably adjusted
        and as otherwise described in this Agreement, the Notes and
        Warrants.

       

      7.7. Redemption.
        The
        Notes shall not be redeemable or prepayable except as described in the Notes.
        

      


      8. Broker/Due
        Diligence Fee/Legal Fees.

      


      (a)  Broker’s
        Commission.
        The
        Company on the one hand, and each Subscriber (for himself only) on the other
        hand, agrees to indemnify the other against and hold the other harmless from
        any
        and all liabilities to any persons claiming brokerage commissions or similar
        fees other than Chardan Capital Markets, LLC, (the “Broker”)
        on
        account of services purported to have been rendered on behalf of the
        indemnifying party in connection with this Agreement or the transactions
        contemplated hereby and arising out of such party’s actions. Anything in this
        Agreement to the contrary notwithstanding, each Subscriber is providing
        indemnification only for such Subscriber’s own actions and not for any action of
        any other Subscriber. Each Subscriber’s liability hereunder is several and not
        joint. The Broker will be paid a cash fee of two and one-half percent (2.5%)
        of
        the Purchase Price paid by all Subscribers (except the Broker). Such cash
        fee
        will be applied towards the Purchase Price of Notes and Warrants to be issued
        by
        the Company to the Broker on the same terms and conditions as same are issued
        to
        the Subscribers except that no fees will be payable to the Broker in connection
        with the Broker’s subscription (which amount shall be applied to the minimum
        offering amount herein). The Company will also pay the broker a due diligence
        Fee of $10,000 (“Due
        Diligence Fee”).
        The
        Due Diligence Fee will be paid on the Closing Date out of funds held pursuant
        to
        the Escrow Agreement. The Company represents that there are no other parties
        entitled to receive fees, commissions, or similar payments in connection
        with
        the offering described in this Agreement except the Broker. On the Closing
        Date,
        the Company will issue to the Broker or the Broker’s designees, Class A Warrants
        (“Broker’s
        Warrants”).
        The
        Broker and/or its designees will receive, in the aggregate, seventeen and
        one-half (17.5) Broker’s Warrants for each one hundred (100) Warrants issued to
        the Subscribers on the Closing Date and the number of Shares issuable upon
        conversion of the Notes at the conversion price in effect on the Closing
        Date,
        in the aggregate. The Broker’s Warrants will be identical to the Class A
        Warrants issued to the Subscribers except that the exercise price to purchase
        each Warrant Share shall be $0.50 and the Broker’s Warrants will be exercisable
        at the discretion of the Broker on a cash, cashless or combination of cash
        and
        cashless basis during the exercise period of the Warrants, whether or not
        the
        Warrant Shares issuable upon exercise of the Broker’s Warrants are included in
        an effective registration statement or transferable pursuant to Rule 144(k)
        under the 1933 Act, as amended. All the representations, covenants, warranties,
        undertakings, remedies, liquidated damages, indemnification, and other rights
        including but not limited to reservation rights made or granted to or for
        the
        benefit of the Subscribers are hereby also made by the Company and granted
        to
        the holders of the Broker’s Warrants.

       

      (b) Subscriber’s
        Legal Fees.
        The
        Company shall pay to Grushko & Mittman, P.C., a fee of $30,000 and to
        issuer’s counsel, Hodgson Russ LLP a fee of $25,000 plus disbursements
        (“Legal
        Fees”)
        as
        reimbursement for services in connection with this Agreement and the purchase
        and sale of the Notes and Warrants (the “Offering”).
        Legal
        Fees and expenses will be payable out of funds held pursuant to the Escrow
        Agreement.

       

      
        
          
          

        

        
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      9. Covenants
        of the Company.
        The
        Company covenants and agrees with the Subscribers as follows:

       

      (a) Stop
        Orders.
        The
        Company will advise the Subscribers, within twenty-four hours after it receives
        notice of issuance by the Commission, any state securities commission or
        any
        other regulatory authority of any stop order or of any order preventing or
        suspending any offering of any securities of the Company, or of the suspension
        of the qualification of the Common Stock of the Company for offering or sale
        in
        any jurisdiction, or the initiation of any proceeding for any such
        purpose.

       

      (b) Listing/Quotation.
        The
        Company shall promptly secure the quotation or listing of the Shares and
        Warrant
        Shares upon each national securities exchange, or automated quotation system
        upon which they are or become eligible for quotation or listing (subject
        to
        official notice of issuance) and shall maintain same so long as any Warrants
        are
        outstanding. The Company will maintain the quotation or listing of its Common
        Stock on the American Stock Exchange, Nasdaq Capital Market, Nasdaq Global
        Market, Nasdaq Global Select Market, OTC Bulletin Board, Pink Sheets or New
        York
        Stock Exchange (whichever of the foregoing is at the time of conversion or
        exercise the principal trading exchange or market for the Common Stock (the
        “Principal
        Market”),
        and
        will comply in all respects with the Company's reporting, filing and other
        obligations under the bylaws or rules of the Principal Market, as applicable.
        The Company will provide the Subscribers copies of all notices it receives
        notifying the Company of the threatened and actual delisting of the Common
        Stock
        from any Principal Market. As of the date of this Agreement and the Closing
        Date, the Pink Sheets is and will be the Principal Market.

       

      (c) Market
        Regulations.
        The
        Company shall notify the Commission, the Principal Market and applicable
        state
        authorities, in accordance with their requirements, of the transactions
        contemplated by this Agreement, and shall take all other necessary action
        and
        proceedings as may be required and permitted by applicable law, rule and
        regulation, for the legal and valid issuance of the Securities to the
        Subscribers and promptly provide copies thereof to the Subscribers.

       

      (d) Filing
        Requirements.
        From
        the
        date of this Agreement and until the last to occur of (i) two (2) years after
        the Closing Date, (ii) until all the Shares and Warrant Shares have been
        resold
        or transferred by all the Subscribers pursuant to a registration statement
        or
        pursuant to Rule 144(k), or (iii) the Notes and Warrants are no longer
        outstanding (the date of occurrence of the last such event being the
“End
        Date”),
        the
        Company will (A) cause its Common Stock to be registered under Section 12(b)
        or
        12(g) of the 1934 Act, (B) comply in all respects with its reporting and
        filing
        obligations under the 1934 Act, and (C) voluntarily comply with all reporting
        requirements that are applicable to an issuer with a class of shares registered
        pursuant to Section 12(g) of the 1934 Act, if Company is not subject to such
        reporting requirements. The Company will not take any action or file any
        document (whether or not permitted by the 1933 Act or the 1934 Act or the
        rules
        thereunder) to terminate or suspend its reporting and filing obligations
        under
        said acts until the End Date. Until the End Date, the Company will continue
        the
        listing or quotation of the Common Stock on a Principal Market and will comply
        in all respects with the Company's reporting, filing and other obligations
        under
        the bylaws or rules of the Principal Market. The Company agrees to timely
        file a
        Form D with respect to the Securities if required under Regulation D and
        to
        provide a copy thereof to each Subscriber promptly after such
        filing.

       

      (e) Use
        of
        Proceeds.
        The
        proceeds of the Offering will be employed by the Company to complete the
        acquisition of Jinan Broadband substantially upon the terms and conditions
        described in the Form 10-KSB filed with the Commission for the year ended
        December 31, 2006, for expenses of the Offering and thereafter for working
        capital. The Purchase Price may not and will not be used for accrued and
        unpaid
        officer and director salaries, payment of financing related debt, redemption
        of
        outstanding notes or equity instruments of the Company nor non-trade obligations
        outstanding on a Closing Date. For so long as any Notes are outstanding,
        the
        Company will not prepay any financing related debt obligations nor redeem
        any
        equity instruments of the Company.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      (f) Reservation.
        Prior
        to the Closing Date, and at all times thereafter, the Company shall have
        reserved, pro rata,
        on
        behalf of each holder of a Note or Warrant, from its authorized but unissued
        Common Stock, a number of common shares equal to 150%
        of
        the amount of Common Stock necessary to allow each holder of a Note to be
        able
        to convert all such outstanding Notes and interest (if any) and reserve the
        amount of Warrant Shares issuable upon exercise of the Warrants. 

       

      (g)
         DTC
        Program.
        At all
        times that Notes or Warrants are outstanding, the Company will employ as
        the
        transfer agent for the Common Stock, Shares and Warrant Shares a participant
        in
        the Depository Trust Company Automated Securities Transfer Program.

       

      (h) Taxes.
        From
        the date of this Agreement and until the End Date, the Company will promptly
        pay
        and discharge, or cause to be paid and discharged, when due and payable,
        all
        lawful taxes, assessments and governmental charges or levies imposed upon
        the
        income, profits, property or business of the Company; provided, however,
        that
        any such tax, assessment, charge or levy need not be paid if the validity
        thereof shall currently be contested in good faith by appropriate proceedings
        and if the Company shall have set aside on its books adequate reserves with
        respect thereto, and provided, further, that the Company will pay all such
        taxes, assessments, charges or levies forthwith upon the commencement of
        proceedings to foreclose any lien which may have attached as security
        therefore.

       

      (i) Insurance.
        From
        the date of this Agreement and until the End Date, the Company will keep
        its
        assets which are of an insurable character in the locations where they are
        situated, insured by financially sound and reputable insurers against loss
        or
        damage by fire, explosion and other risks customarily insured against by
        companies in the Company’s line of business, in amounts sufficient to prevent
        the Company from becoming a co-insurer and not in any event less than one
        hundred percent (100%) of the insurable value of the property insured less
        reasonable deductible amounts; and the Company will maintain, with financially
        sound and reputable insurers, insurance against other hazards and risks and
        liability to persons and property to the extent and in the manner customary
        for
        companies in similar businesses similarly situated and to the extent available
        on commercially reasonable terms.

       

      (j) Books
        and Records.
        From the
        date of this Agreement and until the End Date, the Company will keep true
        records and books of account in which full, true and correct entries will
        be
        made of all dealings or transactions in relation to its business and affairs
        in
        accordance with generally accepted accounting principles applied on a consistent
        basis.

       

      (k) Governmental
        Authorities.
        From the
        date of this Agreement and until the End Date, the Company shall duly observe
        and conform in all material respects to all valid requirements of governmental
        authorities relating to the conduct of its business or to its properties
        or
        assets.

       

      (l) Intellectual
        Property.
        From
        the date of this Agreement and until the End Date, the Company shall maintain
        in
        full force and effect its corporate existence, rights and franchises and
        all
        licenses and other rights to use intellectual property owned or possessed
        by it
        and reasonably deemed to be necessary to the conduct of its business, unless
        it
        is sold for value.

       

      (m) Properties.
        From the
        date of this Agreement and until the End Date, the Company will keep its
        properties in good repair, working order and condition, reasonable wear and
        tear
        excepted, and from time to time make all necessary and proper repairs, renewals,
        replacements, additions and improvements thereto; and the Company will at
        all
        times comply with each provision of all leases to which it is a party or
        under
        which it occupies property if the breach of such provision could reasonably
        be
        expected to have a Material Adverse Effect.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      (n) Confidentiality/Public
        Announcement.
        From the
        date of this Agreement and until the End Date, the Company agrees that except
        in
        connection with a Form 8-K or in correspondence with the SEC regarding same,
        it
        will not disclose publicly or privately the identity of the Subscribers unless
        expressly agreed to in writing by a Subscriber or only to the extent required
        by
        law and then only upon not less than four days prior notice to Subscriber.
        In
        any event and subject to the foregoing, the Company undertakes to file a
        Form
        8-K or make a public announcement describing the Offering not later than
        four
        business days after the Closing Date. Prior to filing or announcement, such
        Form
        8-K or public announcement will be provided to Subscribers for their review
        and
        approval. In the Form 8-K or public announcement, the Company will specifically
        disclose the amount of Common Stock outstanding immediately after the Closing.
        Upon  delivery by the Company to the Subscribers after the Closing
        Date of any notice or information, in writing, electronically or otherwise,
        and
        while a Note, Shares, Warrants, or Warrant Shares are held by such Subscribers,
        unless the  Company has in good faith determined that the matters
        relating to such notice do not constitute material, nonpublic
        information relating to the Company or
        Subsidiaries, the Company  shall within four business days after
        any such delivery, publicly disclose such  material,  nonpublic 
information on a Report on Form 8-K or otherwise. 
In
        the event that the Company believes that a
        notice or communication to a Subscriber contains material, nonpublic
        information, relating to the Company or Subsidiaries, the Company shall so
        indicate to such Subscriber contemporaneously with delivery of such notice
        or
        information. In the absence of any such indication, such Subscriber shall
        be allowed to presume that all matters relating to such notice and information
        do not constitute proprietary, confidential nor material, nonpublic
        information relating to the Company or its Subsidiaries.

       

      (o) Non-Public
        Information.
        The
        Company covenants and agrees that except for the Reports, Other Written
        Information and schedules and exhibits to this Agreement, which information
        the
        Company undertakes to publicly disclose not later than the sooner of the
        required or actual filing date of the Form 8-K described in Section 9(n)
        above,
        neither it nor any other person acting on its behalf will at any time provide
        any Subscriber or its agents or counsel with any information that the Company
        believes constitutes material non-public information, unless prior thereto
        such
        Subscriber shall have agreed in writing to keep such information in confidence.
        The Company understands and confirms that each Subscriber shall be relying
        on
        the foregoing representations in effecting transactions in securities of
        the
        Company.

       

      (p) Negative
        Covenants.
        So long
        as a Note is outstanding, without the consent of the Subscribers, the Company
        will not and will not permit any of its Subsidiaries to directly or
        indirectly:

      


      (i) create,
        incur, assume or suffer to exist any pledge, hypothecation, assignment, deposit
        arrangement, lien, charge, claim, security interest, security title, mortgage,
        security deed or deed of trust, easement or encumbrance, or preference, priority
        or other security agreement or preferential arrangement of any kind or nature
        whatsoever (including any lease or title retention agreement, any financing
        lease having substantially the same economic effect as any of the foregoing,
        and
        the filing of, or agreement to give, any financing statement perfecting a
        security interest under the Uniform Commercial Code or comparable law of
        any
        jurisdiction) (each, a “Lien”)
        upon
        any of its property, whether now owned or hereafter acquired except for:
        (A) the
        Excepted Issuances (as defined in Section 12 hereof), and (B) (a) Liens imposed
        by law for taxes that are not yet due or are being contested in good faith
        and
        for which adequate reserves have been established in accordance with generally
        accepted accounting principles; (b) carriers’, warehousemen’s, mechanics’,
        material men’s, repairmen’s and other like Liens imposed by law, arising in the
        ordinary course of business and securing obligations that are not overdue
        by
        more than 30 days or that are being contested in good faith and by appropriate
        proceedings; (c) pledges and deposits made in the ordinary course of business
        in
        compliance with workers’ compensation, unemployment insurance and other social
        security laws or regulations; (d) deposits to secure the performance of bids,
        trade contracts, leases, statutory obligations, surety and appeal bonds,
        performance bonds and other obligations of a like nature, in each case in
        the
        ordinary course of business; (e) Liens created with respect to the financing
        of
        the purchase of new property in the ordinary course of the Company’s business up
        to the amount of the purchase price of such property; and (f) easements,
        zoning
        restrictions, rights-of-way and similar encumbrances on real property imposed
        by
        law or arising in the ordinary course of business that do not secure any
        monetary obligations and do not materially detract from the value of the
        affected property (each of (a) through (f), a “Permitted
        Lien”);

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

         

        (ii) amend
          its
          articles of incorporation, bylaws or its charter documents so as to materially
          and adversely affect any rights of the Subscriber (an increase in the amount
          of
          authorized shares or designation of a series of Preferred Shares and an
          increase
          in the number of directors will not be deemed adverse to the rights of
          the
          Subscribers);

      

      


      (iii) repay,
        repurchase or offer to repay, repurchase or otherwise acquire or make any
        dividend or distribution in respect of any of its Common Stock, preferred
        stock,
        or other equity securities other than to the extent permitted or required
        under
        the Transaction Documents.

       

      (iv) engage
        in
        any transactions with any officer, director, employee or any Affiliate of
        the
        Company, including any contract, agreement or other arrangement providing
        for
        the furnishing of services to or by, providing for rental of real or personal
        property to or from, or otherwise requiring payments to or from any officer,
        director or such employee or, to the knowledge of the Company, any entity
        in
        which any officer, director, or any such employee has a substantial interest
        or
        is an officer, director, trustee or partner, in each case in excess of $100,000
        other than (i) for payment of salary or consulting fees for services rendered,
        (ii) reimbursement for expenses incurred on behalf of the Company, (iii)
        for
        other employee benefits, including stock option agreements under any stock
        option plan of the Company, and (iv) pursuant to commitments described in
        the
        Reports; or

       

      (v) prepay
        or
        redeem any financing related debt or past due obligations outstanding as
        of the
        Closing Date, other than the payment to Jinan Broadband described in Section
        5(b).

       

      (q) Seniority.
        Except
        as otherwise provided for herein, until the Notes are fully satisfied or
        converted, the Company shall not grant nor allow any security interest to
        be
        taken in the assets of the Company or any Subsidiary; nor issue any debt,
        equity
        or other instrument which would give the holder thereof directly or indirectly,
        a right in any assets of the Company or any Subsidiary, superior to any right
        of
        the holder of a Note in or to such assets..

       

      (r) Notices.
        For so
        long as the Subscribers hold any Securities, the Company will maintain as
        United
        States address and United States fax number for notices purposes under the
        Transaction Documents.

       

      10. Covenants
        of the Company Regarding Indemnification. The
        Company agrees to indemnify, hold harmless, reimburse and defend the
        Subscribers, the Subscribers' officers, directors, agents, Affiliates, members,
        managers, control persons, and principal shareholders, against any claim,
        cost,
        expense, liability, obligation, loss or damage (including reasonable legal
        fees)
        of any nature, incurred by or imposed upon the Subscriber or any such person
        which results, arises out of or is based upon (i) any material misrepresentation
        by Company or breach of any representation or warranty by Company in this
        Agreement or in any Exhibits or Schedules attached hereto, or other agreement
        delivered pursuant hereto; or (ii) after any applicable notice and/or cure
        periods, any breach or default in performance by the Company of any covenant
        or
        undertaking to be performed by the Company hereunder, or any other agreement
        entered into by the Company and Subscriber relating hereto.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      11.1. Delivery
        of Unlegended Shares.

       

      (a) Within
        seven business days (such seventh business day being the “Unlegended
        Shares Delivery Date”)
        after
        the business day on which the Company has received (i) a notice that Shares
        or
        Warrant Shares or any other Common Stock held by a Subscriber have been sold
        pursuant to a registration statement, if any, or Rule 144, (ii) a representation
        that the prospectus delivery requirements, or the requirements of Rule 144,
        as
        applicable and if required, have been satisfied, (iii) the original share
        certificates representing the shares of Common Stock that have been sold,
        and
        (iv) in the case of sales under Rule 144, customary representation letters
        of
        the Subscriber and/or a Subscriber’s broker regarding compliance with the
        requirements of Rule 144, the Company at its expense, (y) shall deliver,
        and
        shall cause legal counsel selected by the Company to deliver to its transfer
        agent (with copies to Subscriber) an appropriate instruction and opinion
        of such
        counsel, directing the delivery of shares of Common Stock without any legends
        including the legend set forth in Section 4(i) above (the “Unlegended
        Shares”);
        and
        (z) cause the transmission of the certificates representing the Unlegended
        Shares together with a legended certificate representing the balance of the
        submitted certificate, if any, to the Subscriber at the address specified
        in the
        notice of sale, via express courier, by electronic transfer or otherwise
        on or
        before the Unlegended Shares Delivery Date. In the event that the Shares
        are
        sold in a manner that complies with an exemption from registration, the Company
        will promptly instruct its counsel to issue to the Company’s transfer agent an
        opinion permitting removal of the legend indefinitely if pursuant to Rule
        144(k).

       

      (b) In
        lieu
        of delivering physical certificates representing the Unlegended Shares, upon
        request of a Subscriber, so long as the certificates therefor do not bear
        a
        legend and the Subscriber is not obligated to return such certificate for
        the
        placement of a legend thereon, the Company will cause its transfer agent
        to
        electronically transmit the Unlegended Shares by crediting the account of
        Subscriber’s prime broker with the Depository Trust Company through its Deposit
        Withdrawal Agent Commission system, if such transfer agent participates in
        such
        DWAC system. Such delivery must be made on or before the Unlegended Shares
        Delivery Date.

      


      (c) The
        Company understands that a delay in the delivery of the Unlegended Shares
        pursuant to Section 11 hereof later than the Unlegended Shares Delivery Date
        could result in economic loss to a Subscriber. As compensation to a Subscriber
        for such loss, the Company agrees to pay late payment fees (as liquidated
        damages and not as a penalty) to the Subscriber for late delivery of Unlegended
        Shares in the amount of $100 per business day after the Delivery Date for
        each
        $10,000 of purchase price of the Unlegended Shares subject to the delivery
        default. In the event damages are payable pursuant to the foregoing sentence
        and
        pursuant to Section 1.7 of the Warrant in connection with the same Warrant
        Shares, then the Subscriber may elect to receive liquidated damages under
        this
        Section 11.1(c) or Section 1.7 of the Warrant or Section 13(g) below. If
        during
        any 360 day period, the Company fails to deliver Unlegended Shares as required
        by this Section 11.1 for an aggregate of 30 days, then each Subscriber or
        assignee holding Securities subject to such default may, at its option, require
        the Company to redeem all or any portion of the Shares and Warrant Shares
        subject to such default at a price per share equal to the greater of (i)
        120% of
        the purchase price of such Shares and Warrant Shares, or (ii) a fraction
        in
        which the numerator is the highest closing price of the Common Stock during
        the
        aforedescribed 30 day period and the denominator of which is the purchase
        price
        of the Shares and Exercise Price of the Warrant Shares, as the case may be,
        during such 30 day period, multiplied by the purchase price of the Shares
        and
        Exercise Price of the Warrant Shares, as the case may be (“Unlegended
        Redemption Amount”).
        The
        Company shall pay any payments incurred under this Section in immediately
        available funds upon demand.

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      (d) 
        In
        addition to any other rights available to a Subscriber, if the Company fails
        to
        deliver to a Subscriber Unlegended Shares as required pursuant to this
        Agreement, within three business days after the Unlegended Shares Delivery
        Date
        and the Subscriber or a broker on the Subscriber’s behalf, purchases (in an open
        market transaction or otherwise) shares of common stock to deliver in
        satisfaction of a sale by such Subscriber of the shares of Common Stock which
        the Subscriber was entitled to receive from the Company (a "Buy-In"),
        then
        the Company shall pay in cash to the Subscriber (in addition to any remedies
        available to or elected by the Subscriber) the amount by which (A) the
        Subscriber's total purchase price (including brokerage commissions, if any)
        for
        the shares of Common Stock so purchased exceeds (B) the aggregate purchase
        price
        of the shares of Common Stock delivered to the Company for reissuance as
        Unlegended Shares together
        with interest thereon at a rate of 15% per annum accruing until such amount
        and
        any accrued interest thereon is paid in full (which amount shall be paid
        as
        liquidated damages and not as a penalty). For
        example, if a Subscriber purchases shares of Common Stock having a total
        purchase price of $11,000 to cover a Buy-In with respect to $10,000 of purchase
        price of shares of Common Stock delivered to the Company for reissuance as
        Unlegended Shares, the Company shall be required to pay the Subscriber $1,000,
        plus interest. The Subscriber shall provide the Company written notice
        indicating the amounts payable to the Subscriber in respect of the
        Buy-In.

      


      (e) In
        the
        event a Subscriber shall request delivery of Unlegended Shares as described
        in
        Section 11.1 or Warrant Shares upon exercise of Warrants and the Company
        is
        required to deliver such Unlegended Shares pursuant to Section 11.1 or the
        Warrant Shares pursuant to the Warrants, the Company may not refuse to deliver
        Unlegended Shares or Warrant Shares based on any claim that such Subscriber
        or
        any one associated or affiliated with such Subscriber has been engaged in
        any
        violation of law, or for any other reason, unless, an injunction or temporary
        restraining order from a court, on notice, restraining and or enjoining delivery
        of such Unlegended Shares or exercise of all or part of said Warrant shall
        have
        been sought and obtained by the Company or at the Company’s request or with the
        Company’s assistance,
        and the
        Company has posted a surety bond for the benefit of such Subscriber in the
        amount of 120% of the amount of the aggregate purchase price of the Shares
        and
        Warrant Shares which are subject to the injunction or temporary restraining
        order, which bond shall remain in effect until the final unappealable
        disposition of the litigation of the dispute and the proceeds of which shall
        be
        payable to such Subscriber to the extent Subscriber obtains judgment in
        Subscriber’s favor.

      


      11.2. In
        the
        event commencing one hundred and eighty-one (181) days after the Closing
        Date
        and ending five years thereafter, the Subscriber is not permitted to resell
        any
        of the Shares or Warrant Shares without any restrictive legend or if such
        sales
        are permitted but subject to volume limitations or further restrictions on
        resale as a result of the unavailability to Subscriber of Rule 144(k) under
        the
        1933 Act or any successor rule (a “144
        Default”),
        for
        any reason except for Subscriber’s status as an Affiliate or “control person” of
        the Company, then the Company shall pay such Subscriber as liquidated damages
        (“Liquidated
        Damages”)
        and
        not as a penalty an amount equal to one percent (1%) for the first day of
        such
        occurrence and one percent (1%) for each thirty (30) days (or such lesser
        pro-rata amount for any period less than thirty (30) days) thereafter of
        the
        purchase price of the Shares and Warrant Shares owned by the Subscriber during
        the pendency of the 144 Default.

      


      11.3. Subscriber
        Questionnaire.
        Each
        Seller shall answer the questions set forth in Selling Shareholder Questionnaire
        (“Subscriber
        Questionnaire”)
        in the
        form attached as Exhibit
        E
        and
        deliver such completed Subscriber Questionnaire to the Company and Broker
        on or
        prior to the Closing Date. Seller represents that the information provided
        by
        such Seller shall be true and correct as of the Closing Date and the date
        such
        Subscriber Questionnaire is delivered to the Company and Broker.

      


      12. Anti-Dilution.

      


      (a) Initial
        Three Years.
        Other
        than in connection with an Excepted Issuance (as defined in Section 12(d)
        below), if within three years after the Closing Date and to the extent that
        the
        Notes or Warrants are outstanding, the Company shall agree to or actually
        issue
        or grant the right to receive any Common Stock or securities convertible,
        exercisable or exchangeable for shares of Common Stock (or modify any of
        the
        foregoing which may be outstanding) (“Common
        Stock Equivalent”)
        to any
        person or entity at a price per share or Conversion Price or exercise price
        per
        share which shall be less than the Conversion Price in respect of the Shares,
        or
        less than the Warrant exercise price in respect of the Warrant Shares
        (“Lower
        Price Issuance”),
        without the consent of each Subscriber, then the Conversion Price and Warrant
        exercise prices for Warrants and Notes then outstanding shall automatically
        and
        without further action be reduced to such other lower price.

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      (b) After
        Initial Three Years.
        Commencing three years after the Closing Date and for so long as a Note is
        outstanding, upon the occurrence of a Lower Price Issuance, the Conversion
        Price
        shall be reduced to an amount equal to the product of the Conversion Price
        then
        in effect multiplied by a fraction of which the numerator shall be the number
        of
        shares of Common Stock outstanding prior to such issuance plus the number
        of
        shares of Common Stock which the aggregate purchase price or exercise price
        for
        such Common Stock (plus, if applicable, the aggregate consideration received
        from the issuance of the Common Stock Equivalents) would purchase at the
        then
        current Conversion Price and the denominator shall be the number of shares
        of
        Common Stock outstanding or deemed to be outstanding immediately after such
        issuance. Commencing three years after the Closing Date and for so long as
        a
        Warrant is outstanding upon the occurrence of a Lower Price Issuance, the
        Warrant exercise price shall be reduced to an amount equal to the product
        of the
        Warrant exercise price then in effect multiplied by a fraction of which the
        numerator shall be the number of shares of Common Stock outstanding prior
        to
        such issuance plus the number of shares of Common Stock which the aggregate
        purchase price or exercise price for such Common Stock (plus, if applicable,
        the
        aggregate consideration received from the issuance of the Common Stock
        Equivalents) would purchase at the then current Warrant exercise price and
        the
        denominator shall be the number of shares of Common Stock outstanding or
        deemed
        to be outstanding immediately after such issuance.

      


      (c) Effective
        Price.
        For
        purposes of Section 12 in connection with any issuance of any Common Stock
        Equivalents, (A) the maximum number of shares of Common Stock potentially
        issuable at any time upon conversion, exercise or exchange of such Common
        Stock
        Equivalents (the “Deemed
        Number”)
        shall
        be deemed to be outstanding upon issuance of such Common Stock Equivalents,
        (B)
        the deemed issue price (“Effective
        Price”)
        applicable to such Common Stock shall equal the minimum dollar value of
        consideration payable to the Company to purchase such Common Stock Equivalents
        and to convert, exercise or exchange them into Common stock (net of any
        discounts, fees, commissions and other expenses), divided by the Deemed number,
        and (C) no further adjustment shall be made to the Conversion Price upon
        the
        actual issuance of Common Stock upon conversion exercise or exchange of such
        Common Stock Equivalents if issued at or higher than the Effective Price.
        If, at
        any time while the Note is outstanding, the Company directly or indirectly
        issues Common Stock Equivalents with an Effective Price or a number of
        underlying shares that floats or resets or otherwise varies or is subject
        to
        adjustment based (directly or indirectly) on market prices of the Common
        Stock
        (a “Floating
        Price Security”),
        then
        for purposes of Section 12 in connection with any subsequent conversion,
        the
        Effective Price will be determined separately on each Conversion Date and
        will
        be deemed to equal the lowest Effective Price at which any holder of such
        Floating Price Security is entitled to acquire Common Stock on such Conversion
        Date (regardless of whether any such holder actually acquires any shares
        on such
        date). Common Stock issued or issuable by the Company for no consideration
        will
        be deemed to have been issued or to be issuable for $0.0001 per share of
        Common
        Stock.

       

      (d) Excepted
        Issuances.
        Each
        Subscriber is granted the rights described in Section 11 hereof in relation
        to
        the additional shares of Common Stock issuable in connection with the adjustment
        described in this Section 12. The rights of each Subscriber set forth in
        this
        Section 12 are in addition to any other rights the Subscriber has pursuant
        to
        this Agreement, the Note, any Transaction Document, and any other agreement
        referred to or entered into in connection herewith or to which such Subscriber
        and Company are parties. For purposes of Section 12, “Excepted
        Issuance”
shall
        mean (i) the Company’s issuance of Common Stock or Common Stock Equivalent
        described in Reports filed not later than five business days before the Closing
        Date, and (ii) as a result of the exercise of Warrants or conversion of Notes
        which are granted or issued pursuant to this Agreement.

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      13. Miscellaneous.

       

      (a) Notices.
        All
        notices, demands, requests, consents, approvals, and other communications
        required or permitted hereunder shall be in writing and, unless otherwise
        specified herein, shall be (i) personally served, (ii) deposited in the mail,
        registered or certified, return receipt requested, postage prepaid, (iii)
        delivered by reputable air courier service with charges prepaid, or (iv)
        transmitted by hand delivery, telegram, or facsimile, addressed as set forth
        below or to such other address as such party shall have specified most recently
        by written notice. Any notice or other communication required or permitted
        to be
        given hereunder shall be deemed effective (a) upon hand delivery or delivery
        by
        facsimile, with accurate confirmation generated by the transmitting facsimile
        machine, at the address or number designated below (if delivered on a business
        day during normal business hours where such notice is to be received), or
        the
        first business day following such delivery (if delivered other than on a
        business day during normal business hours where such notice is to be received)
        or (b) on the second business day following the date of mailing by express
        courier service, fully prepaid, addressed to such address, or upon actual
        receipt of such mailing, whichever shall first occur. The addresses for such
        communications shall be: (i) if to the Company, to: China Broadband, Inc.,
        1900
        Ninth Street, 3rd
        Floor,
        Boulder, CO 80302, Attn: Clive Ng, President, Fax:
        (303)
        449-7799, with a copy by facsimile only to: Hodgson Russ LLP, 1540 Broadway,
        24th
        Floor,
        New York, NY 10036, Attn: Ronniel Levy, Esq., Fax: (646) 943-7078, (ii) if
        to
        the Subscriber, to: the one or more addresses and facsimile numbers indicated
        on
        the signature pages hereto, with an additional copy by facsimile only to:
        Grushko & Mittman, P.C., 551 Fifth Avenue, Suite 1601, New York, New York
        10176, Fax: (212) 697-3575, and (iii) if to the Broker, to: Chardan Capital
        Markets, LLC, 17 State Street, Suite 1610, New York, NY 10004, Attn: Kerry
        Propper, CEO, Fax: (646) 465-9039.

       

      (b) Entire
        Agreement; Assignment.
        This
        Agreement and other documents delivered in connection herewith represent
        the
        entire agreement between the parties hereto with respect to the subject matter
        hereof and may be amended only by a writing executed by both parties. Neither
        the Company nor the Subscribers have relied on any representations not contained
        or referred to in this Agreement and the documents delivered herewith. No
        right
        or obligation of the Company shall be assigned without prior notice to and
        the
        written consent of the Subscribers. 

       

      (c) Counterparts/Execution.
        This
        Agreement may be executed in any number of counterparts and by the different
        signatories hereto on separate counterparts, each of which, when so executed,
        shall be deemed an original, but all such counterparts shall constitute but
        one
        and the same instrument. This Agreement may be executed by facsimile signature
        and delivered by facsimile transmission.

       

      (d) Law
        Governing this Agreement.
        This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of New York without regard to principles of conflicts of laws. Any
        action
        brought by either party against the other concerning the transactions
        contemplated by this Agreement shall be brought only in the state courts
        of New
        York or in the federal courts located in the state and county of New York.
        The
        parties to this Agreement hereby irrevocably waive any objection to jurisdiction
        and venue of any action instituted hereunder and shall not assert any defense
        based on lack of jurisdiction or venue or based upon forum
        non conveniens.
        The
        parties executing this Agreement and other agreements referred to herein
        or
        delivered in connection herewith on behalf of the Company agree to submit
        to the
        in personam jurisdiction of such courts and hereby irrevocably waive trial
        by
        jury. The
        prevailing party shall be entitled to recover from the other party its
        reasonable attorney's fees and costs. In the event that any provision of
        this
        Agreement or any other agreement delivered in connection herewith is invalid
        or
        unenforceable under any applicable statute or rule of law, then such provision
        shall be deemed inoperative to the extent that it may conflict therewith
        and
        shall be deemed modified to conform with such statute or rule of law. Any
        such
        provision which may prove invalid or unenforceable under any law shall not
        affect the validity or enforceability of any other provision of any agreement.
        Each party hereby irrevocably waives personal service of process and consents
        to
        process being served in any suit, action or proceeding in connection with
        this
        Agreement or any other Transaction Document by mailing a copy thereof via
        registered or certified mail or overnight delivery (with evidence of delivery)
        to such party at the address in effect for notices to it under this Agreement
        and agrees that such service shall constitute good and sufficient service
        of
        process and notice thereof. Nothing contained herein shall be deemed to limit
        in
        any way any right to serve process in any other manner permitted by
        law.

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      (e) Specific
        Enforcement, Consent to Jurisdiction.
        The
        Company and Subscriber acknowledge and agree that irreparable damage would
        occur
        in the event that any of the provisions of this Agreement were not performed
        in
        accordance with their specific terms or were otherwise breached. It is
        accordingly agreed that the parties shall be entitled to seek an injunction
        or
        injunctions to prevent or cure breaches of the provisions of this Agreement
        and
        to enforce specifically the terms and provisions hereof, this being in addition
        to any other remedy to which any of them may be entitled by law or equity.
        Subject to Section 13(d) hereof, the Company hereby irrevocably waives, and
        agrees not to assert in any such suit, action or proceeding, any claim that
        it
        is not personally subject to the jurisdiction in New York of such court,
        that
        the suit, action or proceeding is brought in an inconvenient forum or that
        the
        venue of the suit, action or proceeding is improper. Nothing in this Section
        shall affect or limit any right to serve process in any other manner permitted
        by law.

       

      (f) Independent
        Nature of Subscribers.  
          The
        Company acknowledges that the obligations of each Subscriber under the
        Transaction Documents are several and not joint with the obligations of any
        other Subscriber, and no Subscriber shall be responsible in any way for the
        performance of the obligations of any other Subscriber under the Transaction
        Documents. The
        Company acknowledges that each Subscriber has represented that the decision
        of
        each Subscriber to purchase Securities has been made by such Subscriber
        independently of any other Subscriber and independently of any information,
        materials, statements or opinions as to the business, affairs, operations,
        assets, properties, liabilities, results of operations, condition (financial
        or
        otherwise) or prospects of the Company which may have been made or given
        by any
        other Subscriber or by any agent or employee of any other Subscriber, and
        no
        Subscriber or any of its agents or employees shall have any liability to
        any
        Subscriber (or any other person) relating to or arising from any such
        information, materials, statements or opinions.  The
        Company acknowledges that nothing contained in any Transaction Document,
        and no
        action taken by any Subscriber pursuant hereto or thereto (including, but
        not
        limited to, the (i) inclusion of a Subscriber in the Registration Statement
        and
        (ii) review by, and consent to, such Registration Statement by a Subscriber)
        shall be deemed to constitute the Subscribers as a partnership, an association,
        a joint venture or any other kind of entity, or create a presumption that
        the
        Subscribers are in any way acting in concert or as a group with respect to
        such
        obligations or the transactions contemplated by the Transaction Documents. 
The Company acknowledges that each Subscriber shall be entitled to independently
        protect and enforce its rights, including without limitation, the rights
        arising
        out of the Transaction Documents, and it shall not be necessary for
        any other Subscriber to be joined as an additional party in any proceeding
        for
        such purpose.  The Company acknowledges that it has elected to provide all
        Subscribers with the same terms and Transaction Documents for the convenience
        of
        the Company and not because Company was required or requested to do so by
        the
        Subscribers.  The Company acknowledges that such procedure with respect to
        the Transaction Documents in no way creates a presumption that the Subscribers
        are in any way acting in concert or as a group with respect to the Transaction
        Documents or the transactions contemplated thereby.

       

      (g) Damages.
        In the
        event the Subscriber is entitled to receive any liquidated damages pursuant
        to
        the Transactions, the Subscriber may elect to receive the greater of actual
        damages or such liquidated damages.

       

      (h) Consent.
        As used
        in the Agreement, “consent of the Subscribers” or similar language means the
        consent of holders of not less than 75% of the total of the Shares issued
        and
        issuable upon conversion of outstanding Notes owned by Subscribers on the
        date
        consent is requested.

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      (i) Equal
        Treatment.
        No
        consideration shall be offered or paid to any person to amend or consent
        to a
        waiver or modification of any provision of the Transaction Documents unless
        the
        same consideration is also offered and paid to all the Subscribers and their
        permitted successors and assigns.

       

      (j) Maximum
        Payments.
        Nothing
        contained herein or in any document referred to herein or delivered in
        connection herewith shall be deemed to establish or require the payment of
        a
        rate of interest or other charges in excess of the maximum permitted by
        applicable law. In the event that the rate of interest or dividends required
        to
        be paid or other charges hereunder exceed the maximum permitted by such law,
        any
        payments in excess of such maximum shall be credited against amounts owed
        by the
        Company to the Subscriber and thus refunded to the Company.

       

      (k) Calendar
        Days.
        All
        references to “days” in the Transaction Documents shall mean calendar days
        unless otherwise stated. The terms “business days” and “trading days” shall mean
        days that the New York Stock Exchange is open for trading for three or more
        hours. Time periods shall be determined as if the relevant action, calculation
        or time period were occurring in New York City. Any deadline that falls on
        a
        non-business day in any of the Transaction Documents shall be automatically
        extended to the next business day and interest, if any, shall be calculated
        and
        payable through such extended period. 

      


      (l) Captions:
        Certain Definitions.
        The
        captions of the various sections and paragraphs of this Agreement have been
        inserted only for the purposes of convenience; such captions are not a part
        of
        this Agreement and shall not be deemed in any manner to modify, explain,
        enlarge
        or restrict any of the provisions of this Agreement. As used in this Agreement
        the term “person”
shall
        mean and include an individual, a partnership, a joint venture, a corporation,
        a
        limited liability company, a trust, an unincorporated organization and a
        government or any department or agency thereof.

       

      (m) Severability.
        In the
        event that any term or provision of this Agreement shall be finally determined
        to be superseded, invalid, illegal or otherwise unenforceable pursuant to
        applicable law by an authority having jurisdiction and venue, that determination
        shall not impair or otherwise affect the validity, legality or enforceability:
        (i) by or before that authority of the remaining terms and provisions of
        this
        Agreement, which shall be enforced as if the unenforceable term or provision
        were deleted, or (ii) by or before any other authority of any of the terms
        and
        provisions of this Agreement.

       

      (n) Successor
        Laws.
        References in the Transaction Documents to laws, rules, regulations and forms
        shall also include successors to and functionally equivalent replacements
        of
        such laws, rules, regulations and forms.


      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      SIGNATURE
        PAGE TO SUBSCRIPTION AGREEMENT

       

      


      Please
        acknowledge your acceptance of the foregoing Subscription Agreement by signing
        and returning a copy to the undersigned whereupon it shall become a binding
        agreement between us.

      
         

        
          	 	
                  CHINA
                    BROADBAND, INC.

                  a
                    Nevada corporation

                  


                  


                  By: /s/
                    Clive Ng_________________

                  Name:
                    Clive Ng

                  Title:
                    Chairman

                  


                  Dated: January
                    11, 2008

                


        

      

       

       

      
        	
                SUBSCRIBER

              	
                PURCHASE
                  PRICE AND PRINCIPAL AMOUNT OF NOTE

              	
                CLASS
                  A WARRANTS

              
	
                PLATINUM
                  PARTNERS VALUE ARBITRAGE FUND, L.P.

                152
                  West 57th
                  Street, 54th
                  Floor

                New
                  York, NY 10019

                Fax
                  No.: _______________________________________

                Email
                  address (not for notice purposes):
                  ______________________________________________

                Social
                  Security Number or Taxpayer ID# (if applicable):
                  ______________________________________________

                Jurisdiction
                  of organization (for entities):
                  ______________________________________________

                 

                 

                ______________________________________________

                (Signature)

                By:
                  ___________________________________________

                Name:
                  _________________________________________

                Title:
                  __________________________________________

                 

              	
                $1,500,000.00

              	
                2,000,000

              


      

      

        
          
            
            

          

          
            24

            
              

            

          

          
            
            

          

        

      

       

      SIGNATURE
        PAGE TO SUBSCRIPTION AGREEMENT

       

      


      Please
        acknowledge your acceptance of the foregoing Subscription Agreement by signing
        and returning a copy to the undersigned whereupon it shall become a binding
        agreement between us.

      
         

        
          	 	
                  CHINA
                    BROADBAND, INC.

                  a
                    Nevada corporation

                  


                  


                  By:
                    /s/ Clive Ng_________________

                  Name:
                    Clive Ng

                  Title:
                    Chairman 

                  


                  Dated:
                    January 11, 2008

                


        

      

      


      


      
        	
                SUBSCRIBER

              	
                PURCHASE
                  PRICE AND PRINCIPAL AMOUNT OF NOTE

              	
                CLASS
                  A WARRANTS

              
	
                GLOBIS
                  CAPITAL PARTNERS, LP

                60
                  Broad Street, 38th
                  Floor

                New
                  York, NY 10004

                Fax
                  No.: _______________________________________

                Email
                  address (not for notice purposes):
                  ______________________________________________

                Social
                  Security Number or Taxpayer ID# (if applicable):
                  ______________________________________________

                Jurisdiction
                  of organization (for entities):
                  ______________________________________________

                 

                 

                ______________________________________________

                (Signature)

                By:
                  ___________________________________________

                Name:
                  _________________________________________

                Title:
                  __________________________________________

                 

              	
                $325,000.00

              	
                433,333

              


      

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

      SIGNATURE
        PAGE TO SUBSCRIPTION AGREEMENT

       

      


      Please
        acknowledge your acceptance of the foregoing Subscription Agreement by signing
        and returning a copy to the undersigned whereupon it shall become a binding
        agreement between us.

       

      
        	 	
                CHINA
                  BROADBAND, INC.

                a
                  Nevada corporation

                


                


                
                  By:
                    /s/ Clive Ng_________________

                  Name:
                    Clive Ng

                  Title:
                    Chairman 

                  


                  Dated:
                    January 11, 2008

                

              


      

       

      


      
        	
                SUBSCRIBER

              	
                PURCHASE
                  PRICE AND PRINCIPAL AMOUNT OF NOTE

              	
                CLASS
                  A WARRANTS

              
	
                GLOBIS
                  OVERSEAS FUND, LTD.

                60
                  Broad Street, 38th
                  Floor

                New
                  York, NY 10004

                Fax
                  No.: _______________________________________

                Email
                  address (not for notice purposes):
                  ______________________________________________

                Social
                  Security Number or Taxpayer ID# (if applicable):
                  ______________________________________________

                Jurisdiction
                  of organization (for entities):
                  ______________________________________________

                 

                 

                ______________________________________________

                (Signature)

                By:
                  ___________________________________________

                Name:
                  _________________________________________

                Title:
                  __________________________________________

                 

              	
                $100,000.00

              	
                133,333

              


      


      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

      SIGNATURE
        PAGE TO SUBSCRIPTION AGREEMENT

       

      


      Please
        acknowledge your acceptance of the foregoing Subscription Agreement by signing
        and returning a copy to the undersigned whereupon it shall become a binding
        agreement between us.

      
         

        
          	 	
                  CHINA
                    BROADBAND, INC.

                  a
                    Nevada corporation

                  


                  


                  
                    By:
                      /s/ Clive Ng_________________

                    Name:
                      Clive Ng

                    Title:
                      Chairman 

                    


                    Dated:
                      January 11, 2008

                  

                


        

         

      

      


      
        	
                SUBSCRIBER

              	
                PURCHASE
                  PRICE AND PRINCIPAL AMOUNT OF NOTE

              	
                CLASS
                  A WARRANTS

              
	
                GLOBIS
                  ASIS LLC

                1239
                  Veeder Drive

                Hewlett,
                  New York 11557

                Fax
                  No.: _______________________________________

                Email
                  address (not for notice purposes):
                  ______________________________________________

                Social
                  Security Number or Taxpayer ID# (if applicable):
                  ______________________________________________

                Jurisdiction
                  of organization (for entities):
                  ______________________________________________

                 

                 

                ______________________________________________

                (Signature)

                By:
                  ___________________________________________

                Name:
                  _________________________________________

                Title:
                  __________________________________________

                 

              	
                $125,000.00

              	
                166,667

              


      


      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

       

      SIGNATURE
        PAGE TO SUBSCRIPTION AGREEMENT

       

      


      Please
        acknowledge your acceptance of the foregoing Subscription Agreement by signing
        and returning a copy to the undersigned whereupon it shall become a binding
        agreement between us.

      
         

        
          	 	
                  CHINA
                    BROADBAND, INC.

                  a
                    Nevada corporation

                  


                  


                  
                    By:
                      /s/ Clive Ng_________________

                    Name:
                      Clive Ng

                    Title:
                      Chairman 

                    


                    Dated:
                      January 11, 2008

                  

                


        

         

      

      


      
        	
                SUBSCRIBER

              	
                PURCHASE
                  PRICE AND PRINCIPAL AMOUNT OF NOTE

              	
                CLASS
                  A WARRANTS

              
	
                MARCIA
                  KREINBERG

                Address:_______________________________________

                 

                ______________________________________________

                Fax
                  No.: _______________________________________

                Email
                  address (not for notice purposes):
                  ______________________________________________

                Social
                  Security Number or Taxpayer ID# (if applicable):
                  ______________________________________________

                Jurisdiction
                  of organization (for entities):
                  ______________________________________________

                 

                 

                ______________________________________________

                (Signature)

                By:
                  ___________________________________________

                Name:
                  _________________________________________

                Title:
                  __________________________________________

                 

              	
                $50,000.00

              	
                66,667

              


      


      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

       

      SIGNATURE
        PAGE TO SUBSCRIPTION AGREEMENT

       

      


      Please
        acknowledge your acceptance of the foregoing Subscription Agreement by signing
        and returning a copy to the undersigned whereupon it shall become a binding
        agreement between us.

      
         

        
          	 	
                  CHINA
                    BROADBAND, INC.

                  a
                    Nevada corporation

                  


                  


                  
                    
                      By:
                        /s/ Clive Ng_________________

                      Name:
                        Clive Ng

                      Title:
                        Chairman 

                      


                      Dated:
                        January 11, 2008

                    

                  

                


        

      

      


      


      
        	
                SUBSCRIBER

              	
                PURCHASE
                  PRICE AND PRINCIPAL AMOUNT OF NOTE

              	
                CLASS
                  A WARRANTS

              
	
                OLIVEIRA
                  CAPITAL, LLC

                18
                  Fieldstone Court

                New
                  City, NY 10956

                Fax:
                  (845) 709-6065

                Email
                  address (not for notice purposes):
                  ______________________________________________

                Social
                  Security Number or Taxpayer ID# (if applicable):
                  ______________________________________________

                Jurisdiction
                  of organization (for entities):
                  ______________________________________________

                 

                 

                ______________________________________________

                (Signature)

                By:
                  ___________________________________________

                Name:
                  _________________________________________

                Title:
                  __________________________________________

                 

              	
                $2,000,000

              	
                2,666,667

              


      

      

        
          
            
            

          

          
            29

            
              

            

          

          
            
            

          

        

      

       

      SIGNATURE
        PAGE TO SUBSCRIPTION AGREEMENT

       

      


      Please
        acknowledge your acceptance of the foregoing Subscription Agreement by signing
        and returning a copy to the undersigned whereupon it shall become a binding
        agreement between us.

      
         

        
          	 	
                  CHINA
                    BROADBAND, INC.

                  a
                    Nevada corporation

                  


                  


                  
                    
                      By:
                        /s/ Clive Ng_________________

                      Name:
                        Clive Ng

                      Title:
                        Chairman 

                      


                      Dated:
                        January 11, 2008

                    

                  

                


        

         

      

      


      
        	
                SUBSCRIBER

              	
                PURCHASE
                  PRICE AND PRINCIPAL AMOUNT OF NOTE

              	
                CLASS
                  A WARRANTS

              
	
                NICOLE
                  KUBIN

                1155
                  Park Avenue

                New
                  York, NY 10128

                Fax
                  No.: ______________________________________

                Email
                  address (not for notice purposes):
                  ______________________________________________

                Social
                  Security Number or Taxpayer ID# (if applicable):
                  ______________________________________________

                Jurisdiction
                  of organization (for entities):
                  ______________________________________________

                 

                 

                ______________________________________________

                (Signature)

                By:
                  ___________________________________________

                Name:
                  _________________________________________

                Title:
                  __________________________________________

              	
                $250,000.00

              	
                333,333

              


      

       

      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

       

      SIGNATURE
        PAGE TO SUBSCRIPTION AGREEMENT

       

      


      Please
        acknowledge your acceptance of the foregoing Subscription Agreement by signing
        and returning a copy to the undersigned whereupon it shall become a binding
        agreement between us.

      
         

        
          	 	
                  CHINA
                    BROADBAND, INC.

                  a
                    Nevada corporation

                  


                  


                  
                    
                      By:

                        /s/ Clive Ng_________________

                      Name:
                        Clive Ng

                      Title:
                        Chairman 

                      


                      Dated:
                        January 11, 2008

                    

                  

                


        

         

      

      


      
        	
                SUBSCRIBER

              	
                PURCHASE
                  PRICE AND PRINCIPAL AMOUNT OF NOTE

              	
                CLASS
                  A WARRANTS

              
	
                SHAI
                  STERN

                454
                  N. Fuller Aveue

                Los
                  Angeles, CA 90036

                Fax:
                  (310) _____________

                Email
                  address (not for notice purposes):
                  ______________________________________________

                Social
                  Security Number or Taxpayer ID# (if applicable):
                  ______________________________________________

                Jurisdiction
                  of organization (for entities):
                  ______________________________________________

                 

                 

                ______________________________________________

                (Signature)

                By:
                  ___________________________________________

                Name:
                  _________________________________________

                Title:
                  __________________________________________

                 

              	
                $100,000.00

              	
                133,333

              


      

      

        
          
            
            

          

          
            31

            
              

            

          

          
            
            

          

        

      

       

      SIGNATURE
        PAGE TO SUBSCRIPTION AGREEMENT

       

      


      Please
        acknowledge your acceptance of the foregoing Subscription Agreement by signing
        and returning a copy to the undersigned whereupon it shall become a binding
        agreement between us.

      
         

        
          	 	
                  CHINA
                    BROADBAND, INC.

                  a
                    Nevada corporation

                  


                  


                  
                    
                      By:
                        /s/ Clive Ng_________________

                      Name:
                        Clive Ng

                      Title:
                        Chairman 

                      


                      Dated:
                        January, 2008

                    

                  

                


        

      

      


      


      
        	
                SUBSCRIBER

              	
                PURCHASE
                  PRICE AND PRINCIPAL AMOUNT OF NOTE

              	
                CLASS
                  A WARRANTS

              
	
                CRAIG
                  SAMUELS

                13990
                  Rancho Dorado Bend

                San
                  Diego, CA 92130

                Fax:
                  ____________________

                Email
                  address (not for notice purposes):
                  ______________________________________________

                Social
                  Security Number or Taxpayer ID# (if applicable):
                  ______________________________________________

                Jurisdiction
                  of organization (for entities):
                  ______________________________________________

                 

                 

                ______________________________________________

                (Signature)

                By:
                  ___________________________________________

                Name:
                  _________________________________________

                Title:
                  __________________________________________

                 

              	
                $400,000.00

              	
                533,333

              


      

      

        
          
            
            

          

          
            32

            
              

            

          

          
            
            

          

        

      

       

      SIGNATURE
        PAGE TO SUBSCRIPTION AGREEMENT

       

      


      Please
        acknowledge your acceptance of the foregoing Subscription Agreement by signing
        and returning a copy to the undersigned whereupon it shall become a binding
        agreement between us.

      
         

        
          	 	
                  CHINA
                    BROADBAND, INC.

                  a
                    Nevada corporation

                  


                  


                  
                    
                      By:
                        /s/ Clive Ng_________________

                      Name:
                        Clive Ng

                      Title:
                        Chairman 

                      


                      Dated:
                        January __, 2008

                    

                  

                


        

         

      

      


      
        	
                SUBSCRIBER

              	
                PURCHASE
                  PRICE AND PRINCIPAL AMOUNT OF NOTE

              	
                CLASS
                  A WARRANTS

              
	
                CHARDAN
                  CAPITAL MARKETS, LLC

                17
                  State Street, Suite 1610

                New
                  York, NY 10004

                Fax:
                  (646) 465-9039

                Email
                  address (not for notice purposes):
                  ______________________________________________

                Social
                  Security Number or Taxpayer ID# (if applicable):
                  ______________________________________________

                Jurisdiction
                  of organization (for entities):
                  ______________________________________________

                 

                 

                ______________________________________________

                (Signature)

                By:
                  ___________________________________________

                Name:
                  _________________________________________

                Title:
                  __________________________________________

                 

              	
                $121,250.00

              	
                161,667

              


      

       

      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

       

      SIGNATURE
        PAGE TO SUBSCRIPTION AGREEMENT

       

      


      Please
        acknowledge your acceptance of the foregoing Subscription Agreement by signing
        and returning a copy to the undersigned whereupon it shall become a binding
        agreement between us.

      
         

        
          	 	
                  CHINA
                    BROADBAND, INC.

                  a
                    Nevada corporation

                  


                  


                  
                    
                      By:
                        /s/ Clive Ng_________________

                      Name:
                        Clive Ng

                      Title:
                        Chairman 

                      


                      Dated:
                        January __, 2008

                    

                  

                


        

         

      

      


      
        	
                SUBSCRIBER

              	
                PURCHASE
                  PRICE AND PRINCIPAL AMOUNT OF NOTE

              	
                CLASS
                  A WARRANTS

              
	
                Name
                  of Subscriber: 

                 

                _______________________________________________

                 

                Address:
                  ______________________________________

                 

                ______________________________________________

                 

                Fax
                  No.: _______________________________________

                Email
                  address (not for notice purposes):
                  ______________________________________________

                Social
                  Security Number or Taxpayer ID# (if applicable):
                  ______________________________________________

                Jurisdiction
                  of organization (for entities):
                  ______________________________________________

                 

                 

                ______________________________________________

                (Signature)

                By:
                  ___________________________________________

                Name:
                  _________________________________________

                Title:
                  __________________________________________

                 

              	 	 


      

       

      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      


      LIST
        OF EXHIBITS AND SCHEDULES

       

      

        
          	
                  Exhibit
                    A

                	
                  Form
                    of Note

                
	 	 
	
                  Exhibit
                    B

                	
                  Form
                    of Class A Warrant

                
	 	 
	
                  Exhibit
                    C

                	
                  Escrow
                    Agreement

                
	 	 
	
                  Exhibit
                    D

                	
                  Form
                    of Legal Opinion

                
	 	 
	
                  Exhibit
                    E

                	
                  Investor
                    Questionnaire

                
	 	 
	
                  Schedule
                    5(a)

                	
                  Subsidiaries

                
	 	 
	
                  Schedule
                    5(d)

                	
                  Additional
                    Issuances / Capitalization / Reset Rights

                
	 	 
	
                  Schedule
                    5(f)

                	
                  Outstanding
                    Registration Rights

                
	 	 
	
                  Schedule
                    5(o)

                	
                  Undisclosed
                    Liabilities

                
	 	 
	
                  Schedule
                    5(x)

                	
                  Transfer
                    Agent

                


        

      

      

        
          
            
            

          

          
            35

            
              

            

          

          
            
            

          

        

EXHIBIT
        E

      


      SUBSCRIBER
        QUESTIONNAIRE

       

      I. The
        Subscriber represents and warrants that he or it comes within one category
        marked
        below,
        and
        that for any category marked, he or it has truthfully set forth, where
        applicable, the factual basis or reason the Subscriber comes within that
        category. ALL INFORMATION IN RESPONSE TO THIS SECTION WILL BE KEPT STRICTLY
        CONFIDENTIAL. The undersigned shall furnish any additional information which
        China Broadband, Inc. (the “Company”) deems necessary in order to verify the
        answers set forth below.

      

        

          
            	
                    Category
                      A __

                  	
                    The
                      undersigned is an individual (not a partnership, corporation,
                      etc.) whose
                      individual net worth, or joint net worth with his or her spouse,
                      presently
                      exceeds $1,000,000.

                  
	 	 
	 	
                    Explanation.
                      In calculating net worth you may include equity in personal
                      property and
                      real estate, including your principal residence, cash, short-term
                      investments, stock and securities. Equity in personal property
                      and real
                      estate should be based on the fair market value of such property
                      less debt
                      secured by such property.

                  
	 	 
	
                    Category
                      B __

                  	
                    The
                      undersigned is an individual (not a partnership, corporation,
                      etc.) who
                      had an individual income in excess of $200,000 in each of the
                      two most
                      recent years, or joint income with his or her spouse in excess
                      of $300,000
                      in each of those years (in each case including foreign income,
                      tax exempt
                      income and full amount of capital gains and losses but excluding
                      any
                      income of other family members and any unrealized capital appreciation)
                      and has a reasonable expectation of reaching the same income
                      level in the
                      current year.

                  
	 	 
	
                    Category
                      C __

                  	
                    The
                      undersigned is a director or executive officer of the Company
                      which is
                      issuing and selling the Company’s $.001 par value Common Stock (the
                      “Shares”)
                      and common stock purchase warrants (the “Warrants”)
                      (collectively referred to as the “Securities”).

                  
	 	 
	
                    Category
                      D __

                  	
                    The
                      undersigned is a bank; savings and loan association; registered
                      broker-dealer; insurance company; registered investment company;
                      registered business development company; licensed small business
                      investment company (“SBIC”);
                      any plan established and maintained by a state, its political
                      subdivisions, or any agency or instrumentality of a state or
                      its political
                      subdivisions, for the benefit of its employees, if such plan
                      has total
                      assets in excess of $5,000,000; or employee benefit plan within
                      the
                      meaning of Title 1 of ERISA and (a) the investment decision
                      is made by a
                      plan fiduciary which is either a bank, savings and loan association,
                      insurance company or registered investment advisor, or (b)
                      the plan has
                      total assets in excess of $5,000,000 or is a self directed
                      plan with
                      investment decisions made solely by persons that are accredited
                      investors.

                  
	 	 
	 	
                    ____________________________________

                     

                    
                      ____________________________________

                      (describe
                        entity)

                    

                  


          

        

      

      


      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

       

      

        
          	
                  Category
                    E __

                	
                  The
                    undersigned is a private business development company as defined
                    in
                    section 202(a)(22) of the Investment Advisors Act of
                    1940.

                
	 	 
	 	
                  ____________________________________

                   

                  ____________________________________

                  (describe
                    entity)

                
	 	 
	
                  Category
                    F __

                	
                  The
                    undersigned is either a corporation, partnership, Massachusetts
                    business
                    trust, or non-profit organization within the meaning of Section
                    501(c)(3)
                    of the Internal Revenue Code, in each case not formed for the
                    specific
                    purpose of acquiring the Securities and with total assets in
                    excess of
                    $5,000,000.

                
	 	 
	 	
                  ____________________________________

                   

                  ____________________________________

                  (describe
                    entity)

                
	 	 
	
                  Category
                    G __

                	
                  The
                    undersigned is a trust with total assets in excess of $5,000,000,
                    not
                    formed for the specific purpose of acquiring the Securities,
                    where the
                    purchase is directed by a “sophisticated person” as defined in Regulation
                    506(b)(2)(ii) under the Securities Act.

                
	 	 
	
                  Category
                    H __

                	
                  The
                    undersigned is an entity (other than a trust) all the equity
                    owners of
                    which are “accredited investors” within one or more of the above
                    categories. If relying upon this Category alone, each equity
                    owner must
                    complete a separate copy of this Agreement.

                
	 	 
	 	
                  ____________________________________

                   

                  ____________________________________

                  (describe
                    entity)

                
	 	 
	
                  Category
                    I __

                	
                  The
                    undersigned is not within any of the categories above and is
                    therefore not
                    an accredited investor.

                


        

      

       

      (a)
        As
        used herein, the term “net worth” means the excess of total assets at fair
        market value (including home and personal property) over total liabilities
        (including mortgage). For purposes hereof, “individual income” means adjusted
        gross income less any income attributable to a spouse or to property owned
        by a
        spouse, increased by the following amounts (but not including any amounts
        attributable to a spouse or to property owned by a spouse): (i) the amount
        of
        any interest income received which is tax-exempt under Section 103 of the
        Internal Revenue Code of 1986, as amended (the “Code”),
        (ii)
        the amount of losses claimed as a limited partner in a limited partnership
        (as
        reported on Schedule E of Form 1040), (iii) any deduction claimed for depletion
        under Section 611 et seq. of the Code, and (iv) any amount by which income
        from
        long-term capital gains has been reduced in arriving at adjusted gross income
        pursuant to the provisions of Section 12.02 of the Code.

      


      The
        undersigned agrees that the undersigned will notify the Company at any time
        on
        or prior to the execution of this Agreement in the event that the
        representations and warranties in this Agreement shall cease to be true,
        accurate and complete.

       

      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      

       

      II. SUITABILITY
        (please
        answer each question)

      


      (a) For
        an
        individual Subscriber, please describe your current employment, including
        the
        company by which you are employed and its principal business:

      
        	  
                
	  
                
	  
                


      

       

      (b) For
        an
        individual Subscriber, please describe any college or graduate degrees held
        by
        you:.

      
        
          	  
                  
	  
                  


        

      

      


      (c) For
        all
        Subscribers, please list types of prior investments: 

      
        
          	  
                  
	  
                  


        

      

      


      (d) For
        all
        Subscribers, please state whether you have you participated in other
private
        placements
        before:

      

        
          	 	
                  YES

                	______	 	
                  NO

                	______	 


        

      

       

      (e) If
        your
        answer to question (d) above was “YES”, please indicate frequency of such prior
        participation in private
        placements
        of:

      

        
          	 	 	
                  Public

                	
                  Private

                	 
	 	 	
                  Companies

                	
                  Companies

                	 
	 	 	 	 	 	 
	 	
                  Frequently

                	_______	 	_________	 
	 	
                  Occasionally

                	_______	 	_________	 
	 	
                  Never

                	_______	 	_________	 


        

      

       

      (f) For
        individual Subscribers, do you expect your current level of income to
        significantly decrease in the foreseeable future:

      
        
          

            
              	 	
                      YES

                    	______	 	
                      NO

                    	______	 


            

          

        

      

      


      (g) For
        trust, corporate, partnership and other institutional Subscribers, do you
        expect
        your total assets to significantly decrease in the foreseeable future:


      
        

          
            	 	
                    YES

                  	______	 	
                    NO

                  	______	 


          

        

         

      

      (h) For
        all
        Subscribers, do you have any other investments or contingent liabilities
        which
        you reasonably anticipate could cause you to need sudden cash requirements
        in
        excess of cash readily available to you: 

      
        

          
            	 	
                    YES

                  	______	 	
                    NO

                  	______	 


          

        

         

      

      (i) For
        all
        Subscribers, are you familiar with the risk aspects and the non-liquidity
        of
        investments such as the Securities for which you seek to subscribe?

      
        

          
            	 	
                    YES

                  	______	 	
                    NO

                  	______	 


          

        

         

        
          
            
            

          

          
            38

            
              

            

          

          
            
            

          

        

         

      

      (j) For
        all
        Subscribers, do you understand that there is no guarantee of financial return
        on
        this investment and that you run the risk of losing your entire
        investment?

      
        

          
            	 	
                    YES

                  	______	 	
                    NO

                  	______	 


          

        

         

      

      


      III. MANNER
        IN WHICH TITLE IS TO BE HELD.
        (circle one)

      


      
        	
              	(a)	
                Individual
                  Ownership

              


      

      
        	
              	(b)	
                Community
                  Property 

              


      

      
        	
              	(c)	
                Joint
                  Tenant with Right of Survivorship (both parties must
                  sign)

              


      

      
        	
              	(d)	
                Partnership*

              


      

      
        	
              	(e)	
                Tenants
                  in Common

              


      

      
        	
              	(f)	
                Corporation*

              


      

      
        	
              	(g)	
                Trust*

              


      

      
        	
              	(h)	
                Limited
                  Liability Company*

              


      

      
        	
              	(i)	
                Other

              


      

      


      *If
        Securities are being subscribed for by an entity, the attached Certificate
        of
        Signatory must also be completed.

      


      IV. NASD
        AFFILIATION.

      


      Are
        you
        affiliated or associated with an NASD member firm (please
        check one):

      


      Yes
        _________  No
        __________

      


      If
        Yes,
        please describe:

      _________________________________________________________

      _________________________________________________________

      _________________________________________________________

      


      *If
        Subscriber is a Registered Representative with an NASD member firm, have
        the
        following acknowledgment signed by the appropriate party:

      


      The
        undersigned NASD member firm acknowledges receipt of the notice required
        by Rule
        3050 of the NASD Conduct Rules.

      


      _________________________________

      Name
        of
        NASD Member Firm

      


      By:
        ______________________________

      Authorized
        Officer

      


      Date:
        ____________________________

      


      V. The
        undersigned is informed of the significance to the Company of the foregoing
        representations and answers contained in the Confidential Investor Questionnaire
        contained herein and such answers have been provided under the assumption
        that
        the Company will rely on them.

       

      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      

       

      VI. In
        furnishing the above information, the undersigned acknowledges that the Company
        will be relying thereon in determining, among other things, whether there
        are
        reasonable grounds to believe that the undersigned qualifies as a Purchaser
        under Section 4(2), Section 4(6) and/or Regulation D as promulgated by the
        United States Securities and Exchange Commission under the Securities Act
        of
        1933 and applicable state securities laws for the purposes of the proposed
        investment.

      


      VII. The
        undersigned understands and agrees that the Company may request further
        information of the undersigned in verification or amplification of the
        undersigned's knowledge of business affairs, the undersigned's assets and
        the
        undersigned's ability to bear the economic risk involved in an investment
        in the
        securities of the Company. 

      


      VIII. The
        undersigned represents to you that (a) the information contained herein is
        complete and accurate on the date hereof and may be relied upon by you and
        (b)
        the undersigned will notify you immediately of any change in any such
        information occurring prior to the acceptance of the subscription and will
        promptly send you written confirmation of such change. The undersigned hereby
        certifies that he, she or it has read and understands the Subscription Agreement
        related hereto.

       

      IX. In
        order
        for the Company to comply with applicable anti-money laundering/U.S. Treasury
        Department Office of Foreign Assets Control (“OFAC”)
        rules
        and regulations, Subscriber is required to provide the following
        information:

       

      1. Payment
        Information

       

      (a)
        Name
        and address (including country) of the bank from which Subscriber’s payment to
        the Company is being wired (the “Wiring
        Bank”):

       

      _______________________________________

       

      _______________________________________

       

      _______________________________________

       

      _______________________________________

       

      (b) Subscriber’s
        wiring instructions at the Wiring Bank:

       

      _______________________________________

       

      _______________________________________

       

      _______________________________________

      


       

      (c)
        Is
        the Wiring Bank located in the U.S. or another “FATF
        Country”

       

      _____
        Yes       
______
        No

       

      __________________________

      * 
        As of
        the date hereof, countries that are members of the Financial Action Task
        Force
        on Money Laundering (“FATF
        Country”)
        are:
        Argentina, Australia, Austria, Belgium, Brazil, Canada, Denmark, Finland,
        France, Germany, Greece, Hong Kong, Iceland, Ireland, Italy, Japan, Luxembourg,
        Mexico, Kingdom of the Netherlands, New Zealand, Norway, Portugal, Russian
        Federation, Singapore, South Africa, Spain, Sweden, Switzerland, Turkey,
        United
        Kingdom and the United States of America.

       

      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

       

      (d)
        Is
        Subscriber a customer of the Wiring Bank? 

      


      _____
        Yes        ______
        No

       

      2. Additional
        Information
        (N.B.:
        this Section applies only to prospective investors who responded “no” to either
        of Question I(c) or I(d) above.)

       

      The
        following materials must be provided to the Company (forms will be provided
        by
        the Company upon request):

       

      For
        Individual Investors:

       

      
        
          
            
              	
                    	_____	
                      A government issued form of picture identification
                        (e.g.,
                        passport or drivers
                        license).

                    


            

          

        

      

       

      
        	
              	
                _____

              	
                Proof
                  of the individual’s current address (e.g.,
                  current utility bill), if not included in the form of picture
                  identification.

              


      

      


      For
        Funds of Funds or Entities that Invest on Behalf of Third Parties Not Located
        in
        the U.S. or Other FATP Countries:

      


      
        	 	
                _____

              	
                A
                  certificate of due formation and organization and continued authorization
                  to conduct business in the jurisdiction of its organization (e.g.,
                  certificate of good standing).

              


      

       

      
        	 	
                _____

              	
                An
                  “incumbency certificate” attesting to the title of the individual
                  executing these subscription materials on behalf of the prospective
                  investor.

              


      

       

      
        	 	
                _____

              	
                A
                  completed copy of a certification that the entity has adequate
                  anti-money
                  laundering policies and procedures (“AML
                  Policies and Procedures”)
                  in place that are consistent with the USA PATRIOT Act, OFAC and
                  other
                  relevant federal, state or non-U.S. anti-money laundering laws
                  and
                  regulations (with a copy of the entity’s current AML Policies and
                  Procedures to which such certification
                  relates).

              


      

       

      
        	 	
                _____

              	
                A
                  letter of reference from the entity’s local office of a reputable bank or
                  brokerage firm that is incorporated, or has its principal place
                  of
                  business located, in the U.S. or other FATF Country certifying
                  that the
                  prospective investor maintains an account at such bank/brokerage
                  firm for
                  a length of time and containing a statement affirming the prospective
                  investor’s integrity.

              


      

      


      For
        all other Entity Investors:

      


      
        	 	
                _____

              	
                A
                  certificate of due formation and organization and continued authorization
                  to conduct business in the jurisdiction of its organization (e.g.,
                  certificate of good
                  standing).

              


      

       

      
        	 	
                _____

              	
                An
                  “incumbency certificate” attesting to the title of the individual
                  executing these subscription materials on behalf of the prospective
                  investor. 

              


      

       

      
        	 	
                _____
                  

              	
                A
                  letter of reference from the entity’s local office of a reputable bank or
                  brokerage firm that is incorporated, or has its principal place
                  of
                  business located, in the U.S. or other FATF Country certifying
                  that the
                  prospective investor maintains an account at such bank/brokerage
                  firm for
                  a length of time and containing a statement affirming the prospective
                  investor’s integrity.

              


      

       

      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      

       

      
        	 	
                _____

              	
                If
                  the prospective investor is a privately-held entity, a certified
                  list of
                  the names of every person or entity who is directly or indirectly
                  the
                  beneficial owner of 25% or more of any voting or non-voting class
                  of
                  equity interests of the Subscriber, including (i) country of citizenship
                  (for individuals) or principal place of business (for entities)
                  and, (ii)
                  for individuals, such individual’s principal employer and
                  position.

              


      

      


      
        	 	
                _____

              	
                If
                  the prospective investor is a trust, a certified list of (i) the
                  names of
                  the current beneficiaries of the trust that have, directly or indirectly,
                  25% or more of any interest in the trust, (ii) the name of the
                  settler of
                  the trust, (iii) the name(s) of the trustee(s) of the trust, and
                  (iv) the
                  country of citizenship (for individuals) or principal place of
                  business
                  (for entities).

              


      

      


      ARTICLE
        X. ADDITIONAL
        INFORMATION

      


      A
        TRUST
        MUST ATTACH A COPY OF ITS DECLARATION OF TRUST OR OTHER GOVERNING INSTRUMENT,
        AS
        AMENDED, AS WELL AS ALL OTHER DOCUMENTS THAT AUTHORIZE THE TRUST TO INVEST
        IN
        THE SECURITIES. ALL RESOLUTIONS AND DOCUMENTATION MUST BE COMPLETE AND CORRECT
        AS OF THE DATE HEREOF.


      
        
          
          

        

        
          42

          
            

          

        

        
          
          

        

      

       

      EXECUTION
        PAGE

      


      PURCHASE
        PRICE = $_____________(US Dollars)

      


      NUMBER
        OF SHARES OF COMMON STOCK = ______________

       

      NUMBER
OF
        WARRANTS = _________________

       

    

    
      

        
          	
                  _________________________________

                  Signature

                	
                  _________________________________

                  Signature
                    (if purchasing jointly)

                
	 	 
	
                  _________________________________

                  Name
                    Typed or Printed

                	
                  _________________________________

                  Name
                    Typed or Printed

                
	 	 
	
                  _________________________________

                  Entity
                    Name

                	
                  _________________________________

                  Entity
                    Name

                
	 	 
	
                  _________________________________

                  Address

                	
                  _________________________________

                  Address

                
	 	 
	
                  _________________________________

                  City,
                    State and Zip Code

                	
                  _________________________________

                  City,
                    State and Zip Code

                
	 	 
	
                  _________________________________

                  Telephone-Business

                	
                  _________________________________

                  Telephone-Business

                
	 	 
	
                  _________________________________

                  Telephone-Residence

                	
                  _________________________________

                  Telephone-Residence

                
	 	 
	
                  _________________________________

                  Facsimile-Business

                	
                  _________________________________

                  Facsimile-Business

                
	 	 
	
                  _________________________________

                  Facsimile-Residence

                	
                  _________________________________

                  Facsimile-Residence

                
	 	 
	
                  _________________________________

                  Tax
                    ID # or Social Security # 

                	
                  _________________________________

                  Tax
                    ID # or Social Security #


                


        

      

       

      _________________________________

      Email
        Address

      


      Name
        in which the Securities should be issued:                        
         _________________________

       

      Dated: 
        ________________, 2007

      


      This
        Confidential Subscriber Questionnaire is executed as of
        ___________________,2007.

       

      
        	 	
                By:
                  _______________________________________

                Name:  

                Title:

              


      

    

     

    
      
         

      

      
        43

        
          

        

      

      
         

      

    

     

    
      CONFIRMATION

      


      Prior
        to
        the date hereof, the undersigned has delivered executed agreements in connection
        with an investment by the undersigned together with other investors in
        convertible notes (“Notes”) and common stock purchase warrants (“Warrants”) to
        be issued by China Broadband, Inc. (OTCBB Symbol: CBBD) (the “Company”) and in
        common stock of the Company (the “Shares”) to be sold to the undersigned and
        other purchasers by Clive Ng.

      


      The
        undersigned reconfirms the execution and delivery of the Subscription Agreement,
        Funds Escrow Agreement, Purchase and Escrow Agreement and Subscriber
        Questionnaire in connection with the purchase and sale of the Notes, Warrants
        and Shares and agrees that the Closing Date is extended to not later than
        January 11, 2008.

      


      The
        undersigned acknowledges receipt of the confidential updated Schedules to
        the
        Subscription Agreement prepared by the Company and transmitted by Chardan
        Capital Markets, LLC, which include, among other things, the Settlement
        Agreement to be entered into by the Company and certain affiliates, and
        amendments to the employment agreements of Clive Ng and Pu Yue and describes
        the
        appointment of director to the Company’s board of directors and a new Chief
        Executive Officer and President. Such Schedules are deemed to have been
        delivered to the undersigned in connection with the Subscription Agreement
        and
        the Purchase and Escrow Agreement. The undersigned further acknowledges that
        the
        OTC Bulletin Board is the Principal Market, as that term is defined in the
        Subscription Agreement.

      


      The
        undersigned acknowledges that Clive Ng is an affiliate of the Company, as
        defined in Rule 405 of the Securities Act of 1933, and that the Shares will
        be
        sold by one or more entities controlled by Mr. Ng who collectively own more
        than
        the amount of Shares being sold to all of the undersigned.

      


      The
        undersigned consents and agrees that until February 15, 2008, notwithstanding
        Section 12 of the Subscription Agreement, the Company may offer and sell
        to
        other purchasers additional Notes in the principal amount of up to $1,500,000
        and Warrants on the same terms and conditions as offered and sold to the
        undersigned.

      


      Dated:
        January ___, 2008

       

      
        


        
          	
                  ________________________________________

                	 	
                  ______________________________________

                
	
                  PLATINUM
                    PARTNERS VALUE

                	 	
                  GLOBIS
                    CAPITAL PARTNERS, LP

                
	
                  ARBITRAGE
                    FUND, L.P.

                	 	 


        

        


        


        
          	
                  _______________________________________

                	 	
                  _______________________________________

                
	
                  GLOBIS
                    OVERSEAS FUND, LTD.

                	 	
                  GLOBIS
                    ASIA LLC

                


        

        


        


        
          	
                  _______________________________________

                	 	
                  _______________________________________

                
	
                  MARCIA
                    KREINBERG

                	 	
                  OLIVEIRA
                    CAPITAL, LLC

                


        

        


        


        
          	
                  ________________________________________

                	 	
                  _______________________________________

                
	
                  NICOLE
                    KUBIN

                	 	
                  SHAI
                    STERN

                


        

        


        


        
          	
                  ________________________________________

                	 	
                  _______________________________________

                
	
                  CRAIG
                    SAMUELS

                	 	
                  CHARDAN
                    CAPITAL MARKETS, LLC

                


        

         

      

      
        
           

        

        
          44