EXHIBIT 10.12


                              CHINA BROADBAND CORP.

                                 2000 STOCK PLAN

                     NOTICE OF GRANT OF STOCK PURCHASE RIGHT


________________________________________________________________________________


         Unless  otherwise  defined herein,  the terms defined in the 2000 Stock
Plan (the "PLAN") shall have the same defined meanings in this Notice of Grant.

          ___________________________

          ___________________________

          ___________________________

         [Grantee's Name and Address]

         You have  been  granted  the  right  to  purchase  Common  Stock of the
Company,  subject to the Company's repurchase option and your ongoing Continuous
Status as an Employee or  Consultant  (as described in the Plan and the attached
Restricted Stock Purchase Agreement), as follows:

         Grant Number                                ___________________________

         Date of Grant                               ___________________________

         Price Per Share                             $__________________________

         Total Number of Shares Subject              ___________________________
         to This Stock Purchase Right

         Expiration Date                             ___________________________

         YOU MUST EXERCISE THIS STOCK PURCHASE RIGHT BEFORE THE EXPIRATION  DATE
OR IT WILL  TERMINATE AND YOU WILL HAVE NO FURTHER RIGHT TO PURCHASE THE SHARES.
By your signature and the signature of the Company's  representative  below, you
and the  Company  agree that this  Stock  Purchase  Right is  granted  under and
governed  by the  terms  and  conditions  of the Plan and the  Restricted  Stock
Purchase  Agreement  attached  hereto  as  Exhibit  A,  each of which is  hereby
incorporated  herein by reference.  You further agree to execute the  Restricted
Stock  Purchase  Agreement  as a condition to  purchasing  any shares under this
Stock Purchase Right.


<PAGE>


GRANTEE:                                       CHINA BROADBAND CORP.


_______________________________________        By:  ____________________________
Signature

_______________________________________        Title:___________________________
Print Name






                                      -2-



<PAGE>


                                                                       EXHIBIT A

                              CHINA BROADBAND CORP.

                                 2000 STOCK PLAN

                       RESTRICTED STOCK PURCHASE AGREEMENT


         Unless  otherwise  defined herein,  the terms defined in the Plan shall
have the same defined meanings in this Restricted Stock Purchase Agreement.

         THIS AGREEMENT is made as of __________,  2000, at __________,  Nevada,
between  China  Broadband  Corp.,  a Nevada  corporation  (the  "Company"),  and
_________________ (the "Purchaser").

         WHEREAS the Purchaser named in the Notice of Grant,  (the  "Purchaser")
is an employee or  consultant  of the  Company,  and the  Purchaser's  continued
participation  is  considered  by the Company to be important  for the Company's
continued growth; and

         WHEREAS in order to give the  Purchaser  an  opportunity  to acquire an
equity  interest in the Company as an incentive for the Purchaser to participate
in the affairs of the Company,  the  Administrator  has granted to the Purchaser
stock  purchase  rights  subject to the terms and conditions of the Plan and the
Notice of Grant,  which are  incorporated  herein by reference,  and pursuant to
this Restricted Stock Purchase Agreement (the "Agreement").

         THEREFORE, the parties agree as follows:

         1.   Sale of Stock.  The  Company  hereby  agrees  to sell to the
              -------------
Purchaser  and the Purchaser  hereby agrees to purchase  shares of the Company's
Common Stock (the  "Shares"),  at the per share  purchase price and as otherwise
described in the Notice of Grant.

         2.   Payment of Purchase  Price. The purchase  price for the Shares may
              --------------------------
be paid by delivery to the Company at the time of execution of this Agreement of
cash or a check.

         3.   Repurchase Option.
              -----------------

              (a)  In the event the Purchaser's Continuous Status as an Employee
or Consultant  terminates for any or no reason  (including  death or disability)
before all of the Shares are released from the Company's  repurchase option (see
Section 4), but not in the event of  Purchaser's  change in status from Employee
to Consultant or Consultant  to Employee,  the Company  shall,  upon the date of
such  termination  (as  reasonably  fixed and determined by the Company) have an
irrevocable,  exclusive option for a period of sixty (60) days from such date to
repurchase up to that number of shares which  constitute the  Unreleased  Shares
(as  defined  in  Section  4) at the  original  purchase  price


<PAGE>


per share (the  "REPURCHASE  PRICE").  Said  option  shall be  exercised  by the
Company  by  delivering  written  notice  to the  Purchaser  or the  Purchaser's
executor  (with a copy to the Escrow  Holder (as  defined in Section 6)) AND, at
the Company's  option,  (i) by  delivering  to the Purchaser or the  Purchaser's
executor a check in the amount of the aggregate Repurchase Price, or (ii) by the
Company canceling an amount of the Purchaser's indebtedness to the Company equal
to the aggregate  Repurchase Price, or (iii) by a combination of (i) and (ii) so
that the combined payment and cancellation of indebtedness equals such aggregate
Repurchase  Price. Upon delivery of such notice and the payment of the aggregate
Repurchase  Price in any of the ways described  above,  the Company shall become
the legal and beneficial  owner of the Shares being  repurchased  and all rights
and interests therein or relating thereto,  and the Company shall have the right
to retain and transfer to its own name the number of Shares being repurchased by
the Company.

              (b)  Whenever the Company shall have the right to  repurchase
Shares  hereunder,  the Company may designate and assign one or more  employees,
officers,  directors  or  stockholders  of  the  Company  or  other  persons  or
organizations  to exercise all or a part of the Company's  purchase rights under
this  Agreement  and purchase  all or a part of such Shares.  If the Fair Market
Value  of the  Shares  to be  repurchased  on the  date of such  designation  or
assignment (the "Repurchase FMV") exceeds the aggregate Repurchase Price of such
Shares,  then each such designee or assignee shall pay the Company cash equal to
the difference between the Repurchase FMV and the aggregate  Repurchase Price of
such Shares.

         4.   Release of Shares From Repurchase Option.
              ----------------------------------------

              (a)  [__________________  (___%)]  of the  Shares  shall  be
released        from        the        Company's        repurchase        option
[____________________________________________]  of the Shares  shall be released
each month  thereafter],  provided in each case that the Purchaser's  Continuous
Status as an Employee or Consultant has not terminated  prior to the date of any
such release.

              (b) Any of the  Shares  which  have not yet  been  released  from
the  Company's repurchase option are referred to herein as "UNRELEASED  SHARES."

              (c) The Shares which have been released from the Company's repur-
chase option shall be delivered to the Purchaser at the Purchaser's request (see
Section 6).

         5.   Restriction  on  Transfer.  Except for the escrow  described in
              -------------------------
Section 6 or transfer of the Shares to the Company or its assignees contemplated
by this Agreement,  none of the Shares or any beneficial  interest therein shall
be transferred, encumbered or otherwise disposed of in any way until the release
of such Shares  from the  Company's  repurchase  option in  accordance  with the
provisions  of this  Agreement,  other than by will or the laws of  descent  and
distribution.

         6.   Escrow of Shares.
              ----------------

              (a)  To ensure the availability for delivery of the Purchaser's
Unreleased  Shares  upon  repurchase  by the Company  pursuant to the  Company's
repurchase  option under Section 3


                                      -2-


<PAGE>


above,  the  Purchaser  shall,  upon  execution of this  Agreement,  deliver and
deposit with an escrow holder  designated  by the Company (the "ESCROW  HOLDER")
the share  certificates  representing the Unreleased  Shares,  together with the
stock  assignment  duly  endorsed  in blank,  attached  hereto as EXHIBIT B. The
Unreleased  Shares  and stock  assignment  shall be held by the  Escrow  Holder,
pursuant to the Joint Escrow  Instructions of the Company and Purchaser attached
as EXHIBIT C hereto, until such time as the Company's repurchase option expires.
As a further condition to the Company's  obligations  under this Agreement,  the
spouse of  Purchaser,  if any,  shall  execute  and  deliver to the  Company the
Consent of Spouse  attached hereto as EXHIBIT D.

              (b)  The Escrow Holder shall not be  liable  for any act it may do
or omit to do with respect to holding the Unreleased  Shares in escrow and while
acting in good faith and in the exercise of its judgment.

              (c)  If the Company or any assignee  exercises  its  repurchase
option  hereunder,  the Escrow  Holder,  upon receipt of written  notice of such
option exercise from the proposed transferee,  shall take all steps necessary to
accomplish such transfer.

              (d)  When the repurchase  option has been  exercised or expires
unexercised  or a portion of the Shares has been released  from such  repurchase
option,  upon  Purchaser's  request the Escrow Holder shall promptly cause a new
certificate  to be  issued  for such  released  Shares  and shall  deliver  such
certificate to the Company or the Purchaser, as the case may be.

              (e)  Subject to the terms hereof,  the  Purchaser  shall have all
the rights of a  stockholder  with respect to such Shares while they are held in
escrow,  including without limitation,  the right to vote the Shares and receive
any cash dividends  declared  thereon.  If, from time to time during the term of
the Company's repurchase option, there is (i) any stock dividend, stock split or
other change in the Shares,  or (ii) any merger or sale of all or  substantially
all of the  assets  or  other  acquisition  of the  Company,  any and  all  new,
substituted  or  additional  securities  to which the  Purchaser  is entitled by
reason of the Purchaser's  ownership of the Shares shall be immediately  subject
to this escrow,  deposited  with the Escrow  Holder and included  thereafter  as
"Shares" for purposes of this Agreement and the Company's repurchase option.

         7.   Company's Right of First Refusal.  Before any Shares that are per-
              --------------------------------
mitted to be sold or otherwise  transferred  pursuant to this Agreement and that
are held by Purchaser or any  transferee  (either  being  sometimes  referred to
herein as the "HOLDER") may be sold or otherwise transferred (including transfer
by gift or operation of law), the Company or its assignee(s)  shall have a right
of first refusal to purchase the Shares on the terms and conditions set forth in
this Section (the "RIGHT OF FIRST REFUSAL").

              (a)  Notice of Proposed  Transfer.  The Holder of the Shares shall
                   ----------------------------
deliver to the Company a written notice (the "NOTICE") stating: (i) the Holder's
bona fide intention to sell or otherwise transfer such Shares;  (ii) the name of
each proposed purchaser or other transferee ("PROPOSED  TRANSFEREE");  (iii) the
number of Shares to be  transferred  to each Proposed  Transferee;  and (iv) the
bona fide cash price or other  consideration  for which the Holder  proposes  to
transfer the


                                      -3-


<PAGE>


Shares  (the  "OFFERED  PRICE"),  and the Holder  shall  offer the Shares at the
Offered Price to the Company or its assignee(s).

              (b)  Exercise of Right of First  Refusal.  At any time  within
                   -----------------------------------
thirty (30) days after receipt of the Notice, the Company and/or its assignee(s)
may, by giving written notice to the Holder, elect to purchase all, but not less
than all,  of the Shares  proposed to be  transferred  to any one or more of the
Proposed  Transferees,  at the purchase  price  determined  in  accordance  with
subsection (c) below.

              (c)  Purchase  Price.  The  purchase  price  ("PURCHASE  PRICE")
                   ---------------
for the Shares  purchased by the Company or its  assignee(s)  under this Section
shall be (i) the  Offered  Price in the case of Shares  that are not  Unreleased
Shares, or (ii) in the case of Shares that are Unreleased  Shares,  the lower of
the Offered Price or the Repurchase Price as defined in Section 3(a) hereof.  If
the Offered Price includes  consideration  other than cash, the cash  equivalent
value  of the  non-cash  consideration  shall  be  determined  by the  Board  of
Directors of the Company in good faith.

              (d)  Payment. Payment of the Purchase Price shall be made, at the
                   -------
option of the Company or its assignee(s), in cash (by check), by cancellation of
all or a portion of any  outstanding  indebtedness  of the Holder to the Company
(or, in the case of  repurchase  by an  assignee,  to the  assignee),  or by any
combination  thereof  within  thirty (30) days after receipt of the Notice or in
the manner and at the times set forth in the Notice.

              (e)  Holder's Right to Transfer. If all of the Shares proposed in
                   --------------------------
the Notice to be transferred to a given Proposed Transferee are not purchased by
the Company and/or its assignee(s) as provided in this Section,  then the Holder
may sell or otherwise  transfer such Shares to that  Proposed  Transferee at the
Offered Price or at a higher price, provided that such sale or other transfer is
consummated  within one hundred  twenty  (120) days after the date of the Notice
and  provided  further  that any such  sale or other  transfer  is  effected  in
accordance  with any  applicable  securities  laws and the  Proposed  Transferee
agrees in writing that the provisions of this Section shall continue to apply to
the Shares in the hands of such Proposed Transferee.  If the Shares described in
the Notice are not transferred to the Proposed  Transferee within such period, a
new Notice shall be given to the Company,  and the Company  and/or its assignees
shall again be offered the Right of First Refusal  before any Shares held by the
Holder may be sold or otherwise transferred.

              (f)  Exception for Certain Family Transfers.  Anything to the con-
                   --------------------------------------
trary contained in this Section  notwithstanding,  the transfer of any or all of
the Shares during the Purchaser's  lifetime or on the Purchaser's  death by will
or intestacy to the Purchaser's  immediate  family or a trust for the benefit of
the  Purchaser's  immediate  family shall be exempt from the  provisions of this
Section,  provided  that the  Purchaser  notifies the Company in writing  within
thirty (30) days of said transfer.  "IMMEDIATE FAMILY" as used herein shall mean
spouse, lineal descendant or antecedent,  father,  mother, brother or sister. In
such case, the transferee or other  recipient  shall receive and hold the Shares
so transferred  subject to the provisions of this  Agreement,  including but not
limited to this


                                      -4-


<PAGE>


Section  and  Section 3, and there  shall be no further  transfer of such Shares
except in accordance with the terms of this Section.

              (g)  Termination of Right of First Refusal.  The Right of First
                   -------------------------------------
Refusal  shall  terminate  as to any  Shares  upon the date of the first sale of
Common  Stock of the Company to the general  public  pursuant to a  registration
statement  filed with and  declared  effective  by the  Securities  and Exchange
Commission under the Securities Act of 1933, as amended.

         8.   Legends.
              -------

              (a)  Purchaser  understands  and agrees that the Company shall
cause the legends set forth below or legends  substantially  equivalent thereto,
to be placed upon any certificate(s) evidencing ownership of the Shares together
with any other  legends  that may be required  by the  Company or by  applicable
state or federal securities laws:

                  THE  SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN  REGISTERED
                  UNDER THE  SECURITIES  ACT OF 1933 (THE  "ACT") AND MAY NOT BE
                  OFFERED,   SOLD   OR   OTHERWISE   TRANSFERRED,   PLEDGED   OR
                  HYPOTHECATED  UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN
                  THE  OPINION  OF COUNSEL  SATISFACTORY  TO THE ISSUER OF THESE
                  SECURITIES,   SUCH  OFFER,   SALE  OR   TRANSFER,   PLEDGE  OR
                  HYPOTHECATION IS IN COMPLIANCE THEREWITH.

                  THE SHARES  REPRESENTED  BY THIS  CERTIFICATE  ARE  SUBJECT TO
                  CERTAIN  RESTRICTIONS  ON TRANSFER,  A RIGHT OF FIRST REFUSAL,
                  AND A REPURCHASE  OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S)
                  AS  SET  FORTH  IN THE  RESTRICTED  STOCK  PURCHASE  AGREEMENT
                  BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES,  A
                  COPY OF WHICH MAY BE OBTAINED AT THE  PRINCIPAL  OFFICE OF THE
                  ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND
                  REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARES.

              (b)  Stop-Transfer Notices.  Purchaser agrees that, in order to
                   ---------------------
ensure  compliance  with the  restrictions  referred to herein,  the Company may
issue  appropriate  "stop transfer"  instructions to its transfer agent, if any,
and that, if the Company  transfers its own securities,  it may make appropriate
notations to the same effect in its own records.

              (c)  Refusal to Transfer.  The Company shall not be  required
                   -------------------
(i) to  transfer  on its books  any  Shares  that  have  been sold or  otherwise
transferred  in violation of any of the  provisions of


                                      -5-


<PAGE>


this  Agreement  or (ii) to treat as owner of such Shares or to accord the right
to vote or pay  dividends  to any  purchaser  or other  transferee  to whom such
Shares shall have been so transferred.

         9.   Adjustment for Stock Split. All references to the number of Shares
              --------------------------
and the purchase  price of the Shares in this Agreement  shall be  appropriately
adjusted  to reflect any stock  split,  stock  dividend  or other  change in the
Shares which may be made by the Company after the date of this Agreement.

         10.  Tax Consequences.  The Purchaser has reviewed with the Purchaser's
              ----------------
own tax advisors the federal,  state, local and foreign tax consequences of this
investment and the transactions contemplated by this Agreement. The Purchaser is
relying solely on such advisors and not on any statements or  representations of
the Company or any of its agents.  The Purchaser  understands that the Purchaser
(and not the Company) shall be responsible for the Purchaser's own tax liability
that may arise as a result of this investment or the  transactions  contemplated
by this  Agreement.  The Purchaser  understands  that Section 83 of the Internal
Revenue Code of 1986,  as amended  (the  "Code"),  taxes as ordinary  income the
difference  between the purchase  price for the Shares and the Fair Market Value
of the  Shares as of the date any  restrictions  on the  Shares  lapse.  In this
context,  "restriction" includes the right of the Company to buy back the Shares
pursuant to its repurchase option. The Purchaser  understands that the Purchaser
may elect to be taxed at the time the Shares are purchased  rather than when and
as the Company's  repurchase  option expires by filing an election under Section
83(b) of the Code  with the  I.R.S.  within  thirty  (30)  days from the date of
purchase. The form for making this election is attached as EXHIBIT E hereto.

         THE   PURCHASER   ACKNOWLEDGES   THAT  IT  IS  THE   PURCHASER'S   SOLE
RESPONSIBILITY  AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION  UNDER SECTION
83(b), EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE
THIS FILING ON THE PURCHASER'S BEHALF.

         11.  General Provisions.
              ------------------

              (a)  This  Agreement shall be governed by the laws of the State of
Nevada. This Agreement,  subject to the terms and conditions of the Plan and the
Notice of Grant,  represents  the entire  agreement  between  the  parties  with
respect to the  purchase of Common  Stock by the  Purchaser.  Subject to Section
10.4 of the Plan, in the event of a conflict between the terms and conditions of
the  Plan  and the  terms  and  conditions  of this  Agreement,  the  terms  and
conditions of the Plan shall prevail. Unless otherwise defined herein, the terms
defined in the Plan shall have the same defined meanings in this Agreement.

              (b)  Any notice,  demand or request  required or  permitted to be
given by either  the  Company  or the  Purchaser  pursuant  to the terms of this
Agreement  shall  be in  writing  and  shall  be  deemed  given  when  delivered
personally or deposited in the U.S. mail, First Class with postage prepaid,  and
addressed to the parties at the addresses of the parties set forth at the end of
this  Agreement or such other  address as a party may request by  notifying  the
other in writing.


                                      -6-


<PAGE>


         Any notice to the Escrow Holder shall be sent to the Company's  address
with a copy to the other  party not  sending  the  notice.

              (c)  The  rights  and benefits of the Company under this Agreement
shall be transferable to any one or more persons or entities,  and all covenants
and  agreements  hereunder  shall inure to the benefit of, and be enforceable by
the  Company's  successors  and  assigns.  The  rights  and  obligations  of the
Purchaser  under this  Agreement  may only be  assigned  with the prior  written
consent of the Company.

              (d)  Either  party's  failure to enforce  any  provision  or  pro-
visions of this  Agreement  shall not in any way be construed as a waiver of any
such provision or provisions,  nor prevent that party from thereafter  enforcing
each and every  other  provision  of this  Agreement.  The rights  granted  both
parties  herein  are  cumulative  and  shall not  constitute  a waiver of either
party's  right to assert  all other  legal  remedies  available  to it under the
circumstances.

              (e)  The  Purchaser  agrees  upon  request to execute any  further
documents  or  instruments  necessary  or desirable to carry out the purposes or
intent of this Agreement.

              (f)  PURCHASER ACKNOWLEDGES AND AGREES THAT THE RELEASE OF SHARES
FROM THE REPURCHASE OPTION OF THE COMPANY PURSUANT TO SECTION 4 HEREOF IS EARNED
ONLY BY  CONTINUING  SERVICE AS AN  EMPLOYEE  OR  CONSULTANT  AT THE WILL OF THE
COMPANY (NOT  THROUGH THE ACT OF BEING HIRED OR  PURCHASING  SHARES  HEREUNDER).
PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT,  THE TRANSACTIONS
CONTEMPLATED  HEREUNDER  AND  THE  VESTING  SCHEDULE  SET  FORTH  HEREIN  DO NOT
CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED  ENGAGEMENT AS AN EMPLOYEE
OR CONSULTANT FOR THE VESTING PERIOD,  FOR ANY PERIOD,  OR AT ALL, AND SHALL NOT
INTERFERE WITH PURCHASER'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE PURCHASER'S
EMPLOYMENT OR CONSULTING RELATIONSHIP AT ANY TIME, WITH OR WITHOUT CAUSE.

         By Purchaser's signature below,  Purchaser represents that he or she is
familiar  with the terms and  provisions  of the Plan,  and hereby  accepts this
Agreement  subject to all of the terms and  provisions  thereof.  Purchaser  has
reviewed the Plan and this Agreement in their  entirety,  has had an opportunity
to obtain the advice of counsel  prior to  executing  this  Agreement  and fully
understands  all  provisions of this  Agreement.  Purchaser  agrees to accept as
binding,   conclusive  and  final  all  decisions  or   interpretations  of  the
Administrator  upon any  questions  arising  under  the Plan or this  Agreement.
Purchaser  further agrees to notify the Company upon any change in the residence
indicated in the Notice of Grant.

PURCHASER:                                  CHINA BROADBAND CORP.


______________________________________      By:  _______________________________
Signature

______________________________________      Title:______________________________
Print Name


                                      -7-


<PAGE>


                                                                       EXHIBIT B


                      ASSIGNMENT SEPARATE FROM CERTIFICATE


         FOR VALUE RECEIVED I,  __________________________,  hereby sell, assign
and transfer  unto  (__________)  shares of the Common Stock of China  Broadband
Corp.  standing  in my name of the  books  of said  corporation  represented  by
Certificate No. _____ herewith and do hereby irrevocably  constitute and appoint
________________________  to transfer  the said stock on the books of the within
named corporation with full power of substitution in the premises.

         This  Stock  Assignment  may  be  used  only  in  accordance  with  the
Restricted Stock Purchase  Agreement  between  ________________________  and the
undersigned dated ______________, 2000.

Dated: _______________, 2000.



                                        Signature:______________________________









INSTRUCTIONS:  Please do not fill in any blanks other than the  signature  line.
The  purpose  of this  assignment  is to enable  the  Company  to  exercise  its
"repurchase option," as set forth in the Agreement, without requiring additional
signatures on the part of the Purchaser.


<PAGE>


                                                                       EXHIBIT C


                           JOINT ESCROW INSTRUCTIONS


________________, 2000


China Broadband Corp.
[Address]
Attn:  ____________

Dear ______________:

         As Escrow Agent for both China  Broadband  Corp., a Nevada  corporation
(the  "COMPANY"),  and the  undersigned  purchaser  of stock of the Company (the
"PURCHASER"),  you are hereby  authorized  and  directed  to hold the  documents
delivered to you pursuant to the terms of that certain Restricted Stock Purchase
Agreement  ("AGREEMENT") between the Company and the undersigned,  in accordance
with the following instructions:

         1.   In the event the Company  and/or any  assignee of the  Company
(referred to collectively for convenience herein as the "COMPANY") exercises the
Company's  repurchase option set forth in the Agreement,  the Company shall give
to Purchaser and you a written  notice  specifying the number of shares of stock
to be purchased, the purchase price, and the time for a closing hereunder at the
principal  office of the Company.  Purchaser and the Company hereby  irrevocably
authorize and direct you to close the transaction contemplated by such notice in
accordance with the terms of said notice.

         2.   At the closing, you are directed (a) to date the stock assignments
necessary  for the  transfer  in  question,  (b) to fill in the number of shares
being  transferred,  and (c) to  deliver  same,  together  with the  certificate
evidencing  the  shares  of  stock  to be  transferred,  to the  Company  or its
assignee,  against the  simultaneous  delivery to you of the purchase  price (by
cash,  a check,  written  evidence  of  cancellation  of all or any  portion  of
outstanding  indebtedness  of the  Holder to the  Company,  or some  combination
thereof)  for the  number of shares of stock  being  purchased  pursuant  to the
exercise of the Company's repurchase option.

         3.   Purchaser irrevocably  authorizes  the  Company  to  deposit  with
you any certificates  evidencing shares of stock to be held by you hereunder and
any  additions  and  substitutions  to said shares as defined in the  Agreement.
Purchaser  does hereby  irrevocably  constitute  and appoint you as  Purchaser's
attorney-in-fact  and agent for the term of this escrow to execute  with respect
to  such  securities  all  documents  necessary  or  appropriate  to  make  such
securities  negotiable  and to complete  any  transaction  herein  contemplated,
including  but not  limited to the  filing  with any  applicable  state blue sky
authority of any required applications for consent to, or notice of transfer of,
the  securities.


<PAGE>


Subject to the  provisions of this  paragraph 3,  Purchaser  shall  exercise all
rights and privileges of a stockholder of the Company while the stock is held by
you.

         4.  Upon  written  request of the  Purchaser, but no more than once per
calendar year, unless the Company's  repurchase  option has been exercised,  you
will deliver to Purchaser a certificate  or  certificates  representing  so many
shares of stock as are not then  subject  to the  Company's  repurchase  option.
Within ninety (90) days after cessation of Purchaser's  continuous employment by
or services to the Company, or any parent or subsidiary of the Company, you will
deliver to Purchaser a certificate or  certificates  representing  the aggregate
number of shares held or issued  pursuant to the  Agreement and not purchased by
the Company or its assignees  pursuant to exercise of the  Company's  repurchase
option.

         5.   If at the  time  of  termination  of  this  escrow  you  should
have in your possession any documents,  securities,  or other property belonging
to  Purchaser,  you  shall  deliver  all of the same to  Purchaser  and shall be
discharged of all further obligations hereunder.

         6.   Your duties hereunder may be altered, amended, modified or revoked
only by a writing signed by all of the parties hereto.

         7.   You shall be obligated only for the performance of such duties as
are specifically set forth herein and may rely and shall be protected in relying
or refraining  from acting on any  instrument  reasonably  believed by you to be
genuine and to have been signed or presented by the proper party or parties. You
shall not be personally liable for any act you may do or omit to do hereunder as
Escrow Agent or as  attorney-in-fact  for Purchaser  while acting in good faith,
and any act done or omitted by you pursuant to the advice of your own  attorneys
shall be conclusive evidence of such good faith.

         8.   You are hereby  expressly  authorized to disregard any and all
warnings  given  by  any  of the  parties  hereto  or by  any  other  person  or
corporation,  excepting  only  orders or process of courts of law and are hereby
expressly authorized to comply with and obey orders, judgments or decrees of any
court. In case you obey or comply with any such order,  judgment or decree,  you
shall not be liable to any of the parties hereto or to any other person, firm or
corporation  by  reason  of such  compliance,  notwithstanding  any such  order,
judgment or decree being subsequently reversed,  modified,  annulled, set aside,
vacated or found to have been entered without jurisdiction.

         9.   You shall not be liable in any respect on account of the identity,
authorities  or rights of the parties  executing or  delivering or purporting to
execute or deliver the Agreement or any documents or papers  deposited or called
for hereunder.

         10.  You shall not be liable for the outlawing of any rights under the
Statute of Limitations  with respect to these Joint Escrow  Instructions  or any
documents deposited with you.


                                      -2-


<PAGE>


         11.  You shall be entitled to employ such legal  counsel and other
xperts as you may deem necessary  properly to advise you in connection with your
obligations  hereunder,  may rely upon the advice of such  counsel,  and may pay
such counsel reasonable compensation therefor.

         12.  Your responsibilities as Escrow Agent hereunder shall terminate if
you shall cease to be an officer or agent of the Company or if you shall  resign
by  written  notice to each  party.  In the event of any such  termination,  the
Company shall appoint a successor Escrow Agent.

         13. If you reasonably  require other or further  instruments in connec-
tion with these Joint Escrow  Instructions or obligations in respect hereto, the
necessary parties hereto shall join in furnishing such instruments.

         14.  It is understood and agreed that should any dispute  arise with
respect  to  the  delivery  and/or  ownership  or  right  of  possession  of the
securities  held by you hereunder,  you are authorized and directed to retain in
your possession  without  liability to anyone all or any part of said securities
until such disputes shall have been settled  either by mutual written  agreement
of the parties  concerned or by a final order,  decree or judgment of a court of
competent  jurisdiction  after the time for appeal has expired and no appeal has
been perfected, but you shall be under no duty whatsoever to institute or defend
any such proceedings.

         15.  Any notice  required or  permitted  hereunder  shall be given in
writing and shall be deemed  effectively  given upon  personal  delivery or upon
deposit in the United States Post Office,  by registered or certified  mail with
postage  and fees  prepaid,  addressed  to each of the other  parties  thereunto
entitled at the  following  addresses or at such other  addresses as a party may
designate by ten (10) days' advance  written notice to each of the other parties
hereto.

                  COMPANY:                           China Broadband Corp.
                                                     2080, 440-2 Avenue S.W.
                                                     Calgary, Alberta   T2P 5E9

                  PURCHASER:                         ___________________________
                                                     ___________________________
                                                     ___________________________

                  ESCROW AGENT:                      President
                                                     China Broadband Corp.
                                                     2080, 440-2 Avenue S.W.
                                                     Calgary, Alberta   T2P 5E9

         16.  By signing these Joint Escrow  Instructions,  you become a party
hereto only for the purpose of said Joint Escrow Instructions; you do not become
a party to the Agreement.


                                      -3-


<PAGE>


         17.  This  instrument  shall be  binding  upon and inure to the benefit
of the parties  hereto,  and their respective  successors and permitted assigns.

         18.  These Joint Escrow  Instructions  shall be governed by, and  con-
strued and enforced in  accordance  with,  the laws of the State of Nevada.

                                   Very truly yours,

                                   CHINA BROADBAND CORP.


                                   By:  ________________________________________

                                   Title:_______________________________________


                                   PURCHASER:

                                   _____________________________________________
                                   (Signature)

                                   _____________________________________________
                                   (Typed or Printed Name)

ESCROW AGENT:


_______________________________________
President







                                      -4-


<PAGE>


                                                                       EXHIBIT D


                                CONSENT OF SPOUSE


         I, ____________________,  spouse of ___________________,  have read and
approve the foregoing Agreement. In consideration of granting of the right to my
spouse  to  purchase  shares  of  China  Broadband  Corp.,  as set  forth in the
Agreement,  I hereby appoint my spouse as my  attorney-in-fact in respect to the
exercise  of any  rights  under  the  Agreement  and  agree  to be  bound by the
provisions of the Agreement  insofar as I may have any rights in said  Agreement
or any shares  issued  pursuant  thereto  under the  community  property laws or
similar  laws  relating  to  marital  property  in  effect  in the  state of our
residence as of the date of the signing of the foregoing Agreement.

Dated: _______________, 2000.
                             ----

                                                  ______________________________
                                                  Signature



<PAGE>


                                                                       EXHIBIT E


                          ELECTION UNDER SECTION 83(b)
                          ----------------------------
                      OF THE INTERNAL REVENUE CODE OF 1986
                      ------------------------------------


The undersigned taxpayer hereby elects, pursuant to the above-referenced Federal
Tax Code,  to include in taxpayer's  gross income for the current  taxable year,
the  amount of any  compensation  taxable to  taxpayer  in  connection  with his
receipt of the property described below:

1.   The name, address, taxpayer identification number and taxable year of the
     undersigned are as follows:

     NAME:                             TAXPAYER:                         SPOUSE:

     ADDRESS:

     IDENTIFICATION NO.:               TAXPAYER:                         SPOUSE:

     TAXABLE YEAR:

2.   The  property  with  respect to which the  election is made is  described
     as  follows: ____________________ shares (the "SHARES") of the Common Stock
     of China Broadband Corp. (the "COMPANY").

3.   The date on which the property was transferred is:__________________, 2000.

4.   The property is subject to the following restrictions:

The  Shares may be  repurchased  by the  Company,  or its  assignee,  on certain
events.  This right  lapses with regard to a portion of the Shares  based on the
continued  performance of services by the taxpayer over time.

5.   The fair market value at the time of  transfer, determined  without  regard
     to any  restriction other than a restriction which by its terms will never
     lapse, of such property is: $_______________.

6.   The amount (if any) paid for such property is:

     $___________________.

The  undersigned  has submitted a copy of this  statement to the person for whom
the services were performed in connection with the undersigned's  receipt of the
above-described  property.  The  transferee  of  such  property  is  the  person
performing the services in connection with the transfer of said property.

The  undersigned  understands  that the  foregoing  election  may not be revoked
--------------------------------------------------------------------------------
except with the consent of the Commissioner.
-------------------------------------------


Dated:___________________, 20__        _________________________________________

                                       _______________________________, Taxpayer



The undersigned spouse of taxpayer joins in this election.

Dated:___________________, 20__        _________________________________________
                                       Spouse of Taxpayer


<PAGE>


                                                                       EXHIBIT F


                       INVESTMENT REPRESENTATION STATEMENT


PURCHASER             :

COMPANY               :    CHINA BROADBAND CORP.

SECURITY              :    COMMON STOCK

AMOUNT                :

DATE                  :

In connection with the purchase of the above-listed Securities,  the undersigned
Purchaser represents to the Company the following:

     (a)  Purchaser is aware of the Company's business affairs and financial
condition and has acquired sufficient  information about the Company to reach an
informed  and  knowledgeable  decision to acquire the  Securities.  Purchaser is
acquiring  these  Securities for investment for Purchaser's own account only and
not with a view to, or for resale in connection with, any "distribution" thereof
within the meaning of the  Securities  Act of 1933, as amended (the  "Securities
Act").

     (b)  Purchaser  acknowledges  and  understands  that the  Securities  con-
stitute  "restricted  securities"  under  the  Securities  Act and have not been
registered  under the  Securities  Act in  reliance  upon a  specific  exemption
therefrom,  which  exemption  depends upon,  among other  things,  the bona fide
nature of Purchaser's investment intent as expressed herein. In this connection,
Purchaser  understands  that,  in  the  view  of  the  Securities  and  Exchange
Commission,  the  statutory  basis  for such  exemption  may be  unavailable  if
Purchaser's  representation  was predicated  solely upon a present  intention to
hold these  Securities for the minimum capital gains period  specified under tax
statutes,  for a deferred  sale,  for or until an  increase  or  decrease in the
market  price of the  Securities,  or for a period  of one (1) year or any other
fixed period in the future.  Purchaser  further  understands that the Securities
must be held  indefinitely  unless they are  subsequently  registered  under the
Securities Act or an exemption from such  registration  is available.  Purchaser
further  acknowledges and understands that the Company is under no obligation to
register the Securities.  Purchaser understands that the certificate  evidencing
the Securities  will be imprinted with a legend which  prohibits the transfer of
the Securities  unless they are registered or such  registration is not required
in the opinion of counsel  satisfactory  to the  Company,  a legend  prohibiting
their  transfer  without the consent of the Director of  Department of Financial
Institutions  of the  State  of  Nevada  and any  other  legend  required  under
applicable state securities laws.


<PAGE>


     (c)  Purchaser is familiar  with the  provisions  of Rule 701 and Rule 144,
each promulgated  under the Securities Act, which, in substance,  permit limited
public resale of "restricted  securities" acquired,  directly or indirectly from
the issuer  thereof,  in a non-public  offering  subject to the  satisfaction of
certain  conditions.  Rule 701 provides that if the issuer  qualifies under Rule
701 at the time of the grant of the Stock Purchase  Right to the Purchaser,  the
exercise will be exempt from registration under the Securities Act. In the event
the Company becomes subject to the reporting requirements of Section 13 or 15(d)
of the Securities  Exchange Act of 1934, as amended (the "EXCHANGE ACT"), ninety
(90) days  thereafter (or such longer period as any market  stand-off  agreement
may require) the Securities exempt under Rule 701 may be resold,  subject to the
satisfaction of certain of the conditions specified by Rule 144, including:  (1)
the resale being made through a broker in an unsolicited "broker's  transaction"
or in  transactions  directly with a market maker (as said term is defined under
the Exchange Act);  and, in the case of an affiliate,  (2) the  availability  of
certain public information about the Company, (3) the amount of Securities being
sold during any three (3) month period not exceeding the  limitations  specified
in Rule 144(e), and (4) the timely filing of a Form 144, if applicable.

     In the event that the Company  does not  qualify under Rule 701 at the time
of grant of the  Stock  Purchase  Right,  then the  Securities  may be resold in
certain  limited  circumstances  subject to the  provisions  of Rule 144,  which
requires  the  resale to occur not less than one (1) year after the later of the
date the  Securities  were sold by the Company or the date the  Securities  were
sold by an affiliate of the Company, within the meaning of Rule 144; and, in the
case of acquisition of the Securities by an affiliate, or by a non-affiliate who
subsequently  holds the Securities less than two (2) years,  the satisfaction of
the  conditions  set forth in sections  (1),  (2), (3) and (4) of the  paragraph
immediately above.

     (d)  Purchaser  hereby  agrees  that  if so  requested  by  the  Company or
any  representative  of the  underwriters in connection with any registration of
the  offering  of any  securities  of the  Company  under  the  Securities  Act,
Purchaser shall not sell or otherwise transfer any Shares or other securities of
the  Company  during  the  180-day  period  following  the  effective  date of a
registration  statement of the Company filed under the Securities Act; provided,
however,  that such  restriction  shall  only  apply to the  first  registration
statement  of the Company to become  effective  under the  Securities  Act which
include  securities  to be sold on behalf  of the  Company  to the  public in an
underwritten  public  offering under the Securities  Act. The Company may impose
stop-transfer  instructions with respect to securities  subject to the foregoing
restrictions until the end of such 180-day period.

     (e) Purchaser further  understands that in the event all of the  applicable
requirements  of Rule  701 or 144  are not  satisfied,  registration  under  the
Securities  Act,  compliance  with  Regulation  A,  or some  other  registration
exemption will be required;  and that,  notwithstanding  the fact that Rules 144
and 701 are not exclusive,  the Staff of the Securities and Exchange  Commission
has  expressed  its opinion  that persons  proposing  to sell private  placement
securities  other than in a registered  offering and otherwise  than pursuant to
Rules 144 or 701 will have a substantial burden of proof in establishing that an
exemption from registration is available for such offers or sales, and that such
persons and their respective  brokers who participate in such transactions do so
at their own risk.


                                      -2-


<PAGE>


Purchaser  understands  that no  assurances  can be given  that  any such  other
registration exemption will be available in such event.



                                        ________________________________________
                                        Signature of Purchaser:


                                        Date:________________, 2000










                                      -3-