Unassociated Document


    
      	
              Attn:
      Wang Ying
      Qi

            	
              April
      ___, 2009

            


    

    


    Gentlemen,

    


    Re:
Trustee Arrangement

    


    We are
delighted that you will be assisting China Broadband, Ltd., a Cayman Islands
company (“CB Cayman”), a
wholly owned subsidiary of China Broadband, Inc. (“CBBD” and collectively, the “Broadband Group”) with our
business plans in China.  As you know, CB Cayman is engaged, through a
separate holding company,

    in
various businesses related to CATV value-added businesses.

    


    For the
purpose of clarifying the relationship between you and CB Cayman, this letter
(the “Trustee Arrangement Letter”)
sets forth below the general terms of the arrangement, which is further
described in the relevant documents. At all times and for the avoidance of
doubt, your engagement hereby as nominee only, acting on behalf of and as
nominee for the Broadband Group.  Your appointment hereby is made
solely to facilitate the acquisition and holding of shares of Wanshi WangJing Media Technologies
(Beijing) Co., Ltd., (a/k/a AdNet  Media Technologies (Beijing) Co., Ltd.) (AdNet).

    


    Shareholder

    


    You are
hereby appointed to assume the role of a nominee shareholder in a PRC company on behalf of CB Cayman, namely AdNet (as hereinafter defined).
 As part of this transaction you may be
offered employment by the
Broadband Group or AdNet. As you are aware, Broadband Group has entered into a Letter of Intent
(“LOI”) with AdNet to acquire all of the equity interest in AdNet. To
facilitate this transaction, you will hold the shares interest for CB Cayman, as
nominee only on its behalf further subject to the terms of a loan agreement, an
equity option purchase agreement and an equity pledge agreement as well as other
related documents.

    


    In
consideration of each of your assistance with the above-mentioned arrangement,
we agree to pay you and you agree to accept as total compensation amongst you of
(i) a one-off payment of RMB (payable in 2 installments: upon (a) your signing
and delivery of the Trustee Arrangement Letter and (b) the date of your
completed registration as a shareholder of the Company), and (ii) a monthly
payment of RMB.

    


    You
acknowledge, agree and accept that you will not be entitled to dividends or
other benefits generated from your nominee shareholding in AdNet or, conversely,
assume any liability that might arise therefrom. It is intended that this
transaction not be deemed an affiliated party transaction and no spiral benefit
or right will be conformed to you as part of the terms hereof.

    


    Your
responsibilities will relate solely to your role as a nominee shareholder and
you will not be responsible for the day-to-day operations of AdNet other than as
directed by Broadband Group or as personal guarantor except to the extent of the
AdNet shares. You are required to provide us with updates on the business
results of AdNet at our request and may receive a copy of AdNet’s annual report.
You are required to hold any and all such information, funds, securities,
documents, property (real or otherwise) or data of AdNet in trust for Broadband
Group and to forward the same to either  of their Boards of Officers
promptly when received.

     

    
      
         

      

      
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    In your
capacity as a nominee holder of Adnet, you may be called upon from time to time
to vote during shareholders’ meetings and (or) sign shareholders’
resolutions.  In this connection, Broadband Group’s officers or
directors will provide you with instructions in respect of how to vote and (or)
act, and you shall, under all circumstances, comply with these
instructions.

    


    Indemnity

    


    CB Cayman
will indemnify you for any personal liability incurred in connection with your
role in the above described acquisition of AdNet and related equity transfer and
as a nominee shareholder of the Company on behalf of CB Cayman, provided that
your actions to fulfill your responsibilities as a nominee shareholder are duly
authorized by CB Cayman and taken in good faith.

    


    Duration

    


    The
duration of the arrangement described above will be for a period of the lesser
of 240 calendar months from the date of executing this Trustee Arrangement
Letter or such time as the AdNet shares and all distributions or assets relating
thereto are issued directly to CB Cayman or a separate WFOE owned by Cayman,
unless terminated earlier.  If you wish to terminate this arrangement
before the end of the 240 calendar months, you will be required to inform both
China Broadband, Ltd. And CBBD at least 1 month in advance.  In the
event that the Broadband Group wishes to early terminate this arrangement, you
will receive at least 1 month’s prior notice and such termination may and shall
be approved by CBBD. In the event of termination or dispute amongst the parties
for any reason whatsoever, you agree that under no circumstances shall you have
any right or right of offset in any AdNet securities held by you under this
letter.

    


    If you
wish to accept this appointment in accordance with the general terms provided
herein, kindly execute below and return to the undersigned. This letter may be
executed in one or more counter parts.

    


    Again, on
behalf of the Broadband Group, we extend our most sincere thanks for your kind
assistance.  We look forward to working with you.

    


    Please
let us know if you have any questions.

    


    Best
regards,

    


    For
and on behalf of

    China
Broadband, Ltd.

     

    ______________________________

    Name:

    Title:

    Date:
April __, 2009

    Accepted
and Agreed

    


    ______________________________

    Wang Ying Chi, a/k/a Michael
Wang

    PRC I.D.: 120104196609236378

    Date: April __, 2009

    Address : No. 1605, Building
6,

    No.1 Block,
Anhuaxili,

    Chaoyang District, Beijing,
PRC

     

    
      
         

      

      
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