Unassociated Document


     

    Confidential
      - Without Prejudice

    For
      Settlement 

    Purposes
      Only

    


    AMENDMENT
      TO 

    EMPLOYMENT
      AGREEMENT

     

     

    This
      Amendment (this “Amendment”)
      to the
      Employment Agreement (the “Agreement”),
      dated
      as of February 24, 2007, between China Broadband, Ltd., a Cayman Islands company
      (the “Company”),
      a
      subsidiary of China Broadband, Inc. (“Broadband”),
      and
      Yue Pu (the “Executive”)
      is
      made on January 11, 2008. 

    


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

    


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

    


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

    

      
        	 	
                1.

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

              


      

       

      
        	
                 

              	
                2.

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

              


      

    

    
       

    

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


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

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

    

      
        	 	
                3.

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

              


      

    

     

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

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    

      
        	 	
                4.

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

              


      

    

    
       

    

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

    

      
        	 	
                5.

              	
                Section
                  10 of the Agreement shall become Section
                  11.

              


      

       

      
        	 	
                6.

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

              


      

       

      
        	 	
                7.

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

              


      

    

     

    * * *

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

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

     

     

    
      	 	
              CHINA
                BROADBAND, LTD.

               

               

              
                By:
                  /s/ Clive Ng          


                Name:
                  Clive Ng

                Title:
                  Chairman

                 

                 

                 

                
                  Yue
                    Pu                

                  Yue
                    Pu

                

              

            


    

    


     

    
      
        
        

      

      
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