SUMMARY
TERM SHEET

       


      This Summary Term Sheet memorializes
the general terms and conditions relating to the proposed acquisition of Wanshi
Wangjing Media Technologies (Beijing) Co., Ltd., (a/k/a AdNet Media Technologies
(Beijing) Co., Ltd.), a PRC based advertisement insertion business (“ADNET”) by a subsidiary of
China Broadband, Inc., a Nevada corporation.

       


      
        
          
            	
                    Surviving
      Parent

                  	 
      	
                    China
      Broadband, Inc., a Nevada corporation (the “Company”)

                  
	 
      	 
      	 
      
	
                    Target;
      ADNET

                  	 
      	
                    ADNET,
      a PRC based company organized in Beijing in November 2006 under the laws
      of the PRC, is currently privately held and in the business of providing
      “real time” context sensitive advertisement services and P2P multimedia
      content distribution primarily in internet cafés in the
  PRC

                  
	 
      	 
      	 
      
	 
      	 
      	
                    ADNET
      is an outgrowth of a division of ViDeOnline and operated since August of
      2008 by certain of its former executives or other employees. Adnet is
      licensed in the PRC as an Internet Content Provider
  (“ICP”)

                  
	 
      	 
      	 
      
	 
      	 
      	
                    The
      ADNET revenue model involves leveraging the revenue base and vast traffic
      from internet cafes to promote content and insert context sensitive
      advertisements, that are location, time and/or relevancy
    based

                  
	 
      	 
      	 
      
	
                    Acquisition

                  	 
      	
                    China
      Broadband, Ltd., a Cayman Islands entity and wholly owned subsidiary of
      the Company, or its WFOE in the PRC or a newly created WFOE created for
      such purpose, shall acquire no less than (i) 51% of the PRC based and
      organized ADNET and (ii) a pledge and security agreement in favor of the
      Company or its subsidiary with respect to the remaining 49% of its
      ownership interest along with voting and equitable control,  in
      exchange for 11,254,898 shares of common stock of the Company, said amount
      constituting 15% of its restricted equity common stock of the Company on a
      fully diluted basis as calculated immediately after the Acquisition,
      exclusive warrants exercisable at $2.00 or securities underlying
      convertible notes issued in January 2008, (but inclusive of all other
      warrants or options outstanding at the time of closing).  A
      schedule of all warrants, options, and notes outstanding and the number of
      shares into which they are convertible as of the date hereof is appended
      hereto as Schedule
      A.  The acquisition shall be structured so that all
      former shareholders of ADNET shall have equal informational rights, tag
      along rights, drag along rights, and the similar rights as one another
      and  so as to reflect intercompany loans down to ADNET and in a
      manner that would permit consolidation of financial statements with the
      Company.  The Company shall also have full voting and board
      control over ADNET

                  


          

        

      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
 

      
        
          
            	
                    Conditions

                  	 
      	
                    Conditions
      include completion of due diligence by both parties as well as:
      

                  
	 	 	-
      All appropriate board and other corporate consents of both parties
      (including, without limitation, board and noteholder consents or waivers,
      and consents of VideOnline as may be necessary as related to any IP or IT
      utilized by ADNET and being acquired, waiver of non competes
    etc.);
	 
      	 
      	
                    -
      ICP, Business and all other licenses or permits relating thereto of ADNET
      to be in place and all appropriate government agency consents relating to
      a change of control of ADNET, ADNET to be doing business or licensed and
      equipped to do business in no less than 29 provinces in the
      PRC;

                  
	 
      	 
      	
                    -
      ADNET to be fully operating in no less than 2,000 cafés at the time of
      closing;

                  
	 
      	 
      	
                    -
      Transaction to be structured in a fashion that permits consolidation of
      financial statements with the Company;

                  
	 
      	 
      	
                    -
      ADNET to have at least $300,000 in additional investment prior to closing,
      part of which may be utilized to fund its ordinary and customary ongoing
      expenses and operations. ADNET may also seek equity or convertible debt
      financing with terms reasonably acceptable to the Company prior to the
      acquisition subject to the terms hereof;

                  
	 
      	 
      	
                    Appointments
      of Ms. Priscilla Lu to the Board of the Company, and Wang Yingqi (nee Michael
      Wang) as new COO/CFO (See below);

                  
	 
      	 
      	
                    -
      Other PRC management and financial oversight changes, accounting and
      recordkeeping;

                  
	 
      	 
      	
                    -
      Completion of audited financial statements of ADNET and disclosure
      materials;

                  
	 
      	 
      	
                    -
      Completion of definitive transaction documents containing all reasonable
      and customary representations, warranties and covenants for a transaction
      of this type;

                  
	 
      	 
      	
                    -
      Due diligence and rendering of financial statements to be completed within
      20 days of the date hereof, with closing required within 30 days
      thereafter.

                  
	 
      	 
      	 
      
	
                    Appointments

                  	 
      	
                    Ms.
      Priscilla Lu shall be appointed to the Board of the Company and its ADNET
      subsidiary at closing.  In the event she is unable to continue
      her duties for any reason during the two years following closing, the
      former ADNET shareholders receiving shares of the Company pursuant to this
      transaction, shall have the right to appoint or remove a designee to the
      Board of directors of the Company and to said ADNET subsidiary, which
      designees shall be reasonably acceptable to the Company.  In
      addition, the Company shall negotiate the terms of and enter into an
      employment agreements with two executives nominated by ADNET at least one
      of which shall be based in the PRC to oversee financial aspects of PRC
      operations of ADNET and the Company, said agreements to contain customary
      non-compete and non-disclosure provisions.  All other employees
      shall be at will employees and shall be subject, prior to and after the
      acquisition, customary confidentiality and non-compete
      agreements.

                  


          

        

      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        
          	
                  Financing

                	 
      	
                  ADNET
      may on its own, or in contemplation of the acquisition, raise equity
      capital or convertible debt capital, the terms of which shall be approved
      by the Company pending the acquisition, said consent not to be
      unreasonably withheld and not to increase the percentage of the Company
      issued to ADNET at closing (i.e. such investors would share in the 15%) if
      such transaction is reasonable in nature and would not, in the opinion of
      management, adversely affect the Company or its financial position if and
      when the acquisition of ADNET is completed.

                
	 
      	 
      	 
      
	 
      	 
      	
                  The
      Company shall also exercise commercially reasonable best efforts to raise
      at least $300,000 for investment into ADNET’s business and related working
      capital prior to the end of 2009, which capital raising efforts may, but
      need not, include proceeds from the sale of assets by the
      Company.

                
	 
      	 
      	 
      
	
                  Closing

                	 
      	
                  Presuming
      satisfaction of the above conditions and agreement as to all appointments,
      it is intended that the acquisition be consummated within 30
      days.

                
	 
      	 
      	 
      
	
                  No
      Shop

                	 
      	
                  The
      parties agree and acknowledge that the Company has devoted and may
      continue to expend material resources in negotiating with and consummating
      the transaction with ADNET and that ADNET’s business may prove to be
      unique and that ADNET has already had meetings with to potential capital
      or strategic venture resources introduced by the Company’s
      management.  Accordingly, the parties agree to enter into and
      complete the acquisition of ADNET as expeditiously as practicable and
      ADNET hereby agrees that that it will neither negotiate with or enter into
      discussions or accept bids or offers from other potential acquirers, with
      such offers or bids relate to all or any portion of ADNET’s ownership,
      profit sharing, business, operations, ideas, business plan or assets, for
      a period of 90 days after the date
hereof

                


        

      

      


      This
term sheet does not constitute an offer to sell or offer for the purchase of
securities.  Any statement to the contrary is a criminal
offense.

      


      


      {Signature
Page Follows}

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      If the
foregoing reflects your understanding, kindly execute below and return the same
to the undersigned at your earliest convenience, and the same will be effective
as of this 16th day of
February, 2009.

       

       

      
        
          	 	China
      Broadband, Inc.	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 	 
	 	 	Marc
      Urbach, President	 
	 	 	 	 
	 	 	 	 


        


       


      


      Wanshi
Wangjing Media Technologies (Beijing) Co., Ltd.

         (北京万视网景传媒科技有限公司)

      


      


      By:
____________________________

      Name:

      Title:

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      SCHEDULE
A

      


      SCHEDULE
OF WARRANTS AND OPTIONS

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      China
Broadband, Inc.

      Total
Capitalization Summary

      


      
        
          
            
              
                	 
      	 
      	 
      	
                        Included
      In

                      
	 
      	
                        Total

                      	 
      	
                        Calculation

                      
	 
      	 
      	 
      	 
      
	
                        Total
      Common Stock

                      	
                        50,585,455

                      	 
      	
                        50,585,455

                      
	 
      	 
      	 
      	 
      
	
                        Warrants
      exercisable @ $.50

                      	
                        1,131,667

                      	 
      	
                        1,131,667

                      
	
                        Warrants
      exercisable @ $.60

                      	
                        11,743,133

                      	 
      	
                        11,743,133

                      
	
                        Warrants
      exercisable @ $2.00

                      	
                        4,000,000

                      	 
      	
                        0

                      
	 
      	 
      	 
      	 
      
	
                        Total
      Warrants

                      	
                        16,874,800

                      	 
      	
                        12,874,800

                      
	 
      	 
      	 
      	 
      
	
                        Notes
      exercisable @ $.75

                      	
                        6,628,333

                      	 
      	
                        0

                      
	 
      	 
      	 
      	 
      
	
                        Options
      @ 1.00

                      	
                        100,000

                      	 
      	
                        100,000

                      
	
                        Options
      @ .45

                      	
                        150,000

                      	 
      	
                        150,000

                      
	
                        Options
      @ .60

                      	
                        67,500

                      	 
      	
                        67,500

                      
	 
      	 
      	 
      	 
      
	
                        Totals
      Options

                      	
                        317,500

                      	 
      	
                        317,500

                      
	 
      	 
      	 
      	 
      
	
                        Total
      Outstanding

                      	
                        74,406,088

                      	 
      	
                        63,777,755