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

                  


          

        

      

    

     

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

    

      
        	 	
                3.

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

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    

      
        	 	
                4.

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

              


      

    

     

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

    

      
        	 	
                5.

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

              


      

       

      
        	 	
                6.

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

              


      

    

     

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

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    

      
        	 	
                7.

              	
                Section
                  10 of the Agreement shall become Section
                  11.

              


      

       

      
        	 	
                8.

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

              


      

       

      
        	 	
                9.

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

              


      

       

      
        	 	
                10.

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

              


      

    

     

    * * *

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


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

     

     

    
      
        	 	
                CHINA
                  BROADBAND, LTD

                 

                 

                By:
                  /s/ Yue Pu            

                Name:
                  Yue Pu

                Title:
                  Vice Chairman

                 

                 

                /s/
                  Clive
                  Ng                                        

                Clive
                  Ng

              


      

    

     

    
      
        
        

      

      
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