Unassociated Document


    

      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. 

      


      


      
        	
                Principal
                  Amount: $____________

              	
                Issue
                  Date: January 11,
                  2008

              


      

       

      
CONVERTIBLE
        PROMISSORY NOTE

      


      FOR
        VALUE
        RECEIVED, CHINA BROADBAND, INC., a Nevada corporation (hereinafter called
        “Borrower”), hereby promises to pay to
        _________________________________________,
        ___________________________________________________________, (the “Holder”) or
        its registered assigns or successors in interest or order, without demand,
        the
        sum of ____________________________ Dollars ($__________) (“Principal Amount”),
        with interest compounded monthly at the annual rate of five percent (5%)
        on
        January 11, 2013 (the “Maturity Date”), if not sooner paid.

      


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

      


      ARTICLE
        I

      


      INTEREST

      


      1.1. Interest
        Rate.
        Interest on this Note shall compound monthly and shall accrue at the annual
        rate
        of five percent (5%). Interest will be payable on March 31, 2008 and on the
        last
        business day of each calendar quarter thereafter and on the Maturity Date,
        accelerated or otherwise, when the principal and remaining accrued but unpaid
        interest shall be due and payable, or sooner as described below. Interest
        will
        be payable in cash, or at the election of the Borrower, and subject to Section
        2.2, with shares of Common Stock at a per share value equal to the Conversion
        Price set forth in Section 2.1. Interest may be paid at the Company’s election
        in cash, registered Common Stock or Common Stock immediately to the extent
        resellable pursuant to Rule 144 to the extent such share issuance is not
        limited
        by transfer or volume restrictions, provided such payment in Common Stock
        would
        not cause the Holder to exceed the restrictions on ownership set forth in
        Section 2.2.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      1.2. Default
        Interest Rate.
        Following the occurrence and during the continuance of an Event of Default,
        which, if susceptible to cure is not cured within the cure periods (if any)
        set
        forth in Article III, otherwise then from the first date of such occurrence
        until cured, the annual interest rate on this Note shall (subject to Section
        4.7) be ten percent (10%), and be due on demand.

      


      ARTICLE
        II

      


      CONVERSION
        RIGHTS

      


      2.1. Holder’s
        Conversion Rights.
        Subject
        to Section 2.2, for so long as this Note remains outstanding and not fully
        paid,
        the Holder shall have the right, but not the obligation, to convert all or
        any
        portion of the then aggregate outstanding Principal Amount of this Note,
        together with interest, into shares of Common Stock, subject to the terms
        and
        conditions set forth in this Article III, at the rate of $0.75 per share
        of
        Common Stock (“Conversion Price”), as the same may be adjusted pursuant to this
        Note and the Subscription Agreement. The Holder may exercise such right by
        delivery to the Borrower of a written Notice of Conversion pursuant to Section
        2.3.

      


      2.2. Conversion
        Limitation.
        Neither
Holder
        nor the Borrower may convert on any date that amount of the Note Principal
        or
        interest 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 the Holder and its affiliates on a Conversion Date, (ii) any Common
        Stock issuable in connection with the unconverted portion of the Note, and
        (iii)
        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,
        which
        would result in beneficial ownership by the Holder and its affiliates of
        more
        than 4.99% of the outstanding shares of Common Stock of the Borrower 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 Regulation
        13d-3
        thereunder. Subject to the foregoing, the Holder shall not be limited to
        aggregate conversions of only 4.99% and aggregate conversion by the Holder
        may
        exceed 4.99%. The Holder shall have the authority and obligation to determine
        whether the restriction contained in this Section 2.2 will limit any conversion
        hereunder and to the extent that the Holder determines that the limitation
        contained in this Section applies, the determination of which portion of
        the
        Notes are convertible shall be the responsibility and obligation of the Holder.
        The Holder may waive the conversion limitation described in this Section
        2.2, in
        whole or in part, upon and effective after 61 days prior written notice to
        the
        Borrower to increase such percentage to up to 9.99%.

      


      2.3. Mechanics
        of Holder’s Conversion.
        

      


      (a) In
        the
        event that the Holder elects to convert any amounts outstanding under this
        Note
        into Common Stock, the Holder shall give notice of such election by delivering
        an executed and completed notice of conversion (a “Notice of Conversion”) to the
        Borrower, which Notice of Conversion shall provide a breakdown in reasonable
        detail of the Principal Amount, accrued interest and amounts being converted.
        The original Note is not required to be surrendered to the Borrower until
        all
        sums due under the Note have been paid. On each Conversion Date (as hereinafter
        defined) and in accordance with its Notice of Conversion, the Holder shall
        make
        the appropriate reduction to the Principal Amount, accrued interest and fees
        as
        entered in its records.
        Each
        date
        on which a Notice of Conversion is delivered or telecopied to the Borrower
        in
        accordance with the provisions hereof shall be deemed a “Conversion Date.” A
        form of Notice of Conversion
        to be employed by the Holder is annexed hereto as Exhibit
        A.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      (b) Pursuant
        to the terms of a Notice of Conversion, the Borrower will issue instructions
        to
        the transfer agent accompanied by an opinion of counsel (if so required by
        the
        Borrower’s transfer agent), and, except as otherwise provided below, shall cause
        the transfer agent to transmit the certificates representing the Conversion
        Shares to the Holder by crediting the account of the Holder’s designated broker
        with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal
        Agent Commission (“DWAC”) system within seven (7) business days after receipt by
        the Borrower of the Notice of Conversion (the “Delivery Date”). In the case of
        the exercise of the conversion rights set forth herein, the conversion privilege
        shall be deemed to have been exercised and the Conversion Shares issuable
        upon
        such conversion shall be deemed to have been issued upon the date of receipt
        by
        the Borrower of the Notice of Conversion. The Holder shall be treated for
        all
        purposes as the beneficial holder of such shares of Common Stock, or, in
        the
        case that Borrower delivers physical certificates as set forth below, the
        record
        holder of such shares of Common Stock, unless the Holder provides the Borrower
        written instructions to the contrary.  Notwithstanding
        the foregoing to the contrary, the Borrower or its transfer agent shall only
        be
        obligated to issue and deliver the shares to the DTC on the Holder’s behalf via
        DWAC (or certificates free of restrictive legends) provided the Holder has
        complied with all applicable securities laws in connection with the sale
        of the
        Common Stock, including, if applicable, prospectus delivery requirements
        and has
        provided representations accordingly. In the event that Conversion Shares
        cannot
        be delivered to the Holder via DWAC, the Borrower shall deliver physical
        certificates representing the Conversion Shares by the Delivery Date to an
        address designated by Holder.

      


      2.4. Adjustments
        to Conversion Price.

      


      (a) The
        number of shares of Common Stock to be issued upon each conversion of this
        Note
        pursuant to this Article III shall be determined by dividing that portion
        of the
        Principal Amount and interest and fees to be converted, if any, by the then
        applicable Conversion Price.

      


      (b) The
        Conversion Price and number and kind of shares or other securities to be
        issued
        upon conversion shall be subject to adjustment from time to time as described
        in
        the Subscription Agreement and upon the happening of certain events while
        this
        conversion right remains outstanding, as follows:

      


      A. Merger,
        Sale of Assets, etc.
        If (A)
        the Company effects any merger or consolidation of the Company with or into
        another entity, (B) the Company effects any sale of all or substantially
        all of
        its assets in one or a series of related transactions, (C) any tender offer
        or
        exchange offer (whether by the Company or another entity) is completed pursuant
        to which holders of Common Stock are permitted to tender or exchange their
        shares for other securities, cash or property, (D) the Company consummates
        a
        stock purchase agreement or other business combination (including, without
        limitation, a reorganization, recapitalization, spin-off or scheme of
        arrangement) with one or more persons or entities whereby such other persons
        or
        entities acquire more than the 50% of the outstanding shares of Common Stock
        (not including any shares of Common Stock held by such other persons or entities
        making or party to, or associated or affiliated with the other persons or
        entities making or party to, such stock purchase agreement or other business
        combination), (E) any "person" or "group" (as these terms are used for purposes
        of Sections 13(d) and 14(d) of the 1934 Act) is or shall become the "beneficial
        owner" (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly,
        of
        50% of the aggregate Common Stock of the Company (other than through open
        market
        purchases), or (F) the Company effects any reclassification of the Common
        Stock
        or any compulsory share exchange pursuant to which the Common Stock is
        effectively converted into or exchanged for other securities, cash or property
        (in any such case, a "Fundamental Transaction"), this Note, as to the unpaid
        principal portion thereof and accrued interest thereon, shall thereafter
        be
        deemed to evidence the right to convert into such number and kind of shares
        or
        other securities and property as would have been issuable or distributable
        on
        account of such Fundamental Transaction, upon or with respect to the securities
        subject to the conversion right immediately prior to such Fundamental
        Transaction. The foregoing provision shall similarly apply to successive
        Fundamental Transactions of a similar nature by any such successor or purchaser.
        Without limiting the generality of the foregoing, the anti-dilution provisions
        of this Section shall apply to such securities of such successor or purchaser
        after any such Fundamental Transaction.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      B. Reclassification,
        etc.
        If the
        Borrower at any time shall, by reclassification or otherwise, change the
        Common
        Stock into the same or a different number of securities of any class or classes,
        this Note, as to the unpaid principal portion hereof and accrued interest
        hereon, shall thereafter be deemed to evidence the right to convert into
        an
        adjusted number of such securities and kind of securities as would have been
        issuable as the result of such change with respect to the Common Stock
        immediately prior to such reclassification or other change.

      


      C. Stock
        Splits, Combinations and Dividends.
        If the
        shares of Common Stock are subdivided or combined into a greater or smaller
        number of shares of Common Stock, or if a dividend is paid on the Common
        Stock
        in shares of Common Stock, the Conversion Price shall be proportionately
        reduced
        in case of subdivision of shares or stock dividend or proportionately increased
        in the case of combination of shares, in each such case by the ratio which
        the
        total number of shares of Common Stock outstanding immediately after such
        event
        bears to the total number of shares of Common Stock outstanding immediately
        prior to such event.

      


      (c) Whenever
        the Conversion Price is adjusted pursuant to Section 2.4(b) above, the Borrower
        shall promptly mail to the Holder a notice setting forth the Conversion Price
        after such adjustment and setting forth a statement of the facts requiring
        such
        adjustment.

      


      2.5. Reservation.
        During
        the period the conversion right exists, Borrower will reserve from its
        authorized and unissued Common Stock not less than
        one
        hundred
        and
        fifty
        percent (150%)
        of
        the
        number
        of shares to provide for the issuance of Common Stock upon the full conversion
        of this Note.
        Borrower represents that upon issuance, such shares will be duly and validly
        issued, fully
        paid and
        non-assessable. Borrower agrees that its issuance of this Note shall constitute
        full authority to its officers, agents, and transfer agents who are charged
        with
        the duty of executing and issuing stock certificates to execute and issue
        the
        necessary certificates for shares of Common Stock upon the conversion of
        this
        Note.

      


      2.6 Issuance
        of Replacement Note.
        Upon
        any partial conversion of this Note, a replacement Note containing the same
        date
        and provisions of this Note shall,
        at the
        written request of the Holder, be
        issued
        by the Borrower to the Holder for the outstanding Principal Amount of this
        Note
        and accrued interest which shall not have been converted or paid, provided
        Holder has surrendered an original Note to the Borrower. In the event that
        the
        Holder elects not to surrender a Note for reissuance upon partial payment
        or
        conversion, the Holder hereby indemnifies the Borrower against any and all
        loss
        or damage attributable to a third-party claim in an amount in excess of the
        actual amount then due under the Note, and the
        Borrower is hereby expressly authorized to offset any such amounts mutually
        agreed upon by Borrower and Holder or pursuant to a judgment in Borrower’s favor
        against amounts then due under the Note.

      


      ARTICLE
        III

      


      EVENTS
        OF DEFAULT

      


      The
        occurrence of any of the following events of default (“Event of Default”) shall,
        at the option of the Holder hereof, make all sums of principal and interest
        then
        remaining unpaid hereon and all other amounts payable hereunder immediately
        due
        and payable, upon demand, without presentment, or grace period, all of which
        hereby are expressly waived, except as set forth below:

      


      3.1 Failure
        to Pay Principal or Interest.
        The
        Borrower fails to pay any installment of Principal Amount, interest or other
        sum
        due under this Note or any Transaction Document when due and such failure
        continues for a period of five (5) business days after the due
        date.

      


      3.2 Breach
        of Covenant.
        The
        Borrower breaches any material covenant or other term or condition of the
        Subscription Agreement, this Note or Transaction Document in any material
        respect and such breach, if subject to cure, continues for a period of ten
        (10)
        business days after written notice to the Borrower from the Holder.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      3.3 Breach
        of Representations and Warranties.
        Any
        material representation or warranty of the Borrower made herein, in the
        Subscription Agreement, Transaction Document or in any agreement, statement
        or
        certificate given in writing pursuant hereto or in connection herewith or
        therewith shall be false or misleading in any material respect as of the
        date
        made and the Closing Date.

      


      3.4 Receiver
        or Trustee.
        The
        Borrower or any Subsidiary of Borrower shall make an assignment for the benefit
        of creditors, or apply for or consent to the appointment of a receiver or
        trustee for them or for a substantial part of their property or business;
        or
        such a receiver or trustee shall otherwise be appointed.

      


      3.5 Judgments.
        Any
        money judgment, writ or similar final process shall be entered or filed against
        Borrower or any subsidiary of Borrower or any of their property or other
        assets
        for more than $200,000,
        and
        shall remain unvacated, unbonded, unappealed, unsatisfied, or unstayed for
        a
        period of forty-five (45) days.

      


      3.6 Non-Payment.
        A
        default by the Borrower under any one or more obligations in an aggregate
        monetary amount in excess of $200,000 for more than twenty (20) days after
        the
        due date, unless the Borrower is contesting the validity of such obligation
        in
        good faith and has segregated cash funds equal to not less than one-half
        of the
        contested amount.

      3.7 Bankruptcy.
        Bankruptcy, insolvency, reorganization, or liquidation proceedings or other
        proceedings or relief under any bankruptcy law or any law, or the issuance
        of
        any notice in relation to such event, for the relief of debtors shall be
        instituted by or against the Borrower or any Subsidiary of Borrower and if
        instituted against them are not dismissed within forty-five (45) days
        of
        initiation.

      


      3.8 Delisting.
        Delisting of the Common Stock from any Principal Market for a period of seven
        consecutive trading days; or notification from a Principal Market that the
        Borrower is not in compliance with the conditions for such continued listing
        on
        such Principal Market.

      


      3.9 Stop
        Trade.
        An SEC
        or judicial stop trade order or Principal Market trading suspension with
        respect
        to Borrower’s Common Stock that lasts for five or more consecutive trading
        days.

      


      3.10 Failure
        to Deliver Common Stock or Replacement Note.
        Borrower’s failure to timely deliver Common Stock to the Holder pursuant to and
        in the form required by this Note or the Subscription Agreement,
        or if
        required, a replacement Note.

      


      3.11 144
        Default.
        The
        occurrence of a 144 Default as described in Section 11.2 of the Subscription
        Agreement.

      


      3.12 Cross
        Default.
        A
        default by the Borrower of a material term, covenant, warranty or undertaking
        of
        any Transaction Document which is not cured after any required notice and/or
        cure period.

      


      3.13 Reservation
        Default.
        Failure
        by the Borrower to have reserved for issuance upon conversion of the Note
        the
        amount of Common Stock as set forth in this Note and the Subscription
        Agreement.

      


      3.14 Financial
        Statement Restatement.  
        The restatement of any financial statements filed by the Borrower for any
        date
        or period from two years prior to the Issue Date of this Note and until this
        Note is no longer outstanding, if the result of such restatement would, by
        comparison to the unrestated financial statements, have constituted a Material
        Adverse Effect.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      3.15 Other
        Note Default.
        The
        occurrence of any Event of Default under any Other Note.

      


      ARTICLE
        IV

      


      MISCELLANEOUS

      


      4.1 Failure
        or Indulgence Not Waiver.
        No
        failure or delay on the part of Holder hereof in the exercise of any power,
        right or privilege hereunder shall operate as a waiver thereof, nor shall
        any
        single or partial exercise of any such power, right or privilege preclude
        other
        or further exercise thereof or of any other right, power or privilege. All
        rights and remedies existing hereunder are cumulative to, and not exclusive
        of,
        any rights or remedies otherwise available.

      


      4.2 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 Borrower 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, and (ii)
        if
        to the Holder, to the name, address and facsimile number set forth on the
        front
        page of this Note, with a copy by facsimile only
        to
        Grushko & Mittman, P.C., 551 Fifth Avenue, Suite 1601, New York, New York
        10176, fax: (212) 697-3575.

      


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

      


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

      


      4.5 Cost
        of Collection.
        If
        default is made in the payment of this Note, Borrower shall pay the Holder
        hereof reasonable costs of collection, including reasonable attorneys’
fees.

      


      4.6 Governing
        Law.
        This
        Note shall be governed by and construed in accordance with the laws of the
        State
        of New York, including,
        but not limited to, New York statutes of limitations.
        Any
        action brought by either party against the other concerning the transactions
        contemplated by this Agreement shall be brought only in the civil or state
        courts of New York or in the federal courts located in the State and county
        of
        New York. Both parties and the individual signing this Agreement on behalf
        of
        the Borrower agree to submit to the jurisdiction of such courts. The prevailing
        party shall be entitled to recover from the other party its reasonable
        attorney's fees and costs. In
        the
        event that any provision of this Note is invalid or unenforceable under any
        applicable statute or rule of law, then such provision shall be deemed
        inoperative to the extent that it may conflict therewith and shall be deemed
        modified to conform with such statute or rule of law. Any such provision
        which
        may prove invalid or unenforceable under any law shall not affect the validity
        or unenforceability of any other provision of this Note. Nothing contained
        herein shall be deemed or operate to preclude the Holder from bringing suit
        or
        taking other legal action against the Borrower in any other jurisdiction
        to
        collect on the Borrower's obligations to Holder, to realize on any collateral
        or
        any other security for such obligations, or to enforce a judgment or other
        decision in favor of the Holder. This
        Note shall be deemed an unconditional obligation of Borrower for the payment
        of
        money and, without limitation to any other remedies of Holder, may be enforced
        against Borrower by summary proceeding pursuant to New York Civil Procedure
        Law
        and Rules Section 3213 or any similar rule or statute in the jurisdiction
        where
        enforcement is sought. For purposes of such rule or statute, any other document
        or agreement to which Holder and Borrower are parties or which Borrower
        delivered to Holder, which may be convenient or necessary to determine Holder’s
        rights hereunder or Borrower’s obligations to Holder are deemed a part of this
        Note, whether or not such other document or agreement was delivered together
        herewith or was executed apart from this Note.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      4.7 Maximum
        Payments.
        Nothing
        contained herein shall be deemed to establish or require the payment of a
        rate
        of interest or other charges in excess of the maximum permitted by applicable
        law. In the event that the rate of interest 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 Borrower to the
        Holder and thus refunded to the Borrower.

      


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

      


      4.9 Redemption.
        This
        Note may not be redeemed or called without the consent of the Holder except
        as
        described in this Note.

      


      4.10 Shareholder
        Status.
        The
        Holder shall not have rights as a shareholder of the Borrower with respect
        to
        unconverted portions of this Note. However, the Holder will have the rights
        of a
        shareholder of the Borrower with respect to the Shares of Common Stock to
        be
        received after delivery by the Holder of a Conversion Notice to the
        Borrower.

      


      4.11 Non-Business
        Days.
        Whenever any payment or any action to be made shall be due on a Saturday,
        Sunday
        or a public holiday under the laws of the State of New York, such payment
        may be
        due or action shall be required on the next succeeding business day and,
        for
        such payment, such next succeeding day shall be included in the calculation
        of
        the amount of accrued interest payable on such date.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF,
        Borrower has caused this Note to be signed in its name by an authorized officer
        as of the ____ day of December, 2007.

       

      
        	 	
                CHINA
                  BROADBAND, INC.

                


                


                By:________________________________

                Name:
                  Clive Ng

                Title:
                  President

              


      

      
 

      WITNESS:

      


      


      ______________________________________

      [Print
        Name]

      Chief
        Financial Officer


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      NOTICE
        OF CONVERSION

      


      (To
        be
        executed by the Registered Holder in order to convert the Note)

      


      


      The
        undersigned hereby elects to convert $_________ of the principal and $_________
        of the interest due on the Note issued by China Broadband, Inc. on December
        ___,
        2007 into Shares of Common Stock of China Broadband, Inc. (the “Borrower”)
        according to the conditions set forth in such Note, as of the date written
        below.

      
         

         

        
          	
                  Date
                    of Conversion: 

                	  



        

         

         

        
          	
                  Conversion
                    Price: 

                	  



        

         

         

        Number
          of
          Shares of Common Stock Beneficially Owned on the Conversion Date:
          Less
          than 5% of the outstanding Common Stock of China Broadband, Inc.

         

         

        
          	
                  Shares
                    To Be Delivered:

                	
                   
                    

                


        

         

         

        
          	
                  Signature:

                	  



        

         

         

        
          	
                  Print
                    Name:

                	  



        

         

         

        
          	
                  Address:
                    

                	   

	 	 
	 	   



        

         

        
          
            
            

          

          
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