Exhibit
10.5





WAIVER,
AMENDMENT AND AGREEMENT TO CONVERT




THIS
WAIVER, AMENDMENT AND AGREEMENT TO CONVERT (this “Waiver”)
is dated as of May 20, 2010, by and among CHINA BROADBAND, INC., a Nevada
corporation,  (the “Company”)
and the holders of Notes (as defined below) named on the signature page hereto
(each a “Holder”
and collectively, the “Holders”).




BACKGROUND




The
Company issued Promissory Notes dated as of June 30, 2009 in the aggregate
principal amount of $304,902, (as amended, restated, supplemented or otherwise
modified from time to time, the “Notes”)
pursuant to a Note Purchase Agreement dated as of June 30, 2009 (the “NPA”).




The
Company intends to raise up to $15,000,000 through the sale of its securities at
a price per share (including a conversion or exercise price per share in the
case of securities of the Company that are convertible into or exercisable for
common stock of the Company) of no lower than $0.05 per share (the “Financing”).




The
Company has requested that the Holders consent to the Financing and waive their
rights under Section 4.5 of the NPA as it relates to this Financing only and in
connection therewith make the amendments to the Notes described
below.  The Holder is willing to do so on the terms and conditions
hereinafter set forth.




In
addition, the Company has requested that each Holder consent to the conversion
of at least fifty percent (50%) of the outstanding principal and interest owing
on the Notes into shares of the Company’s common stock at a per share conversion
price of $0.05.




AGREEMENT




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




1.           All
capitalized terms not otherwise defined herein shall have the meanings given to
them in the NPA, the Notes.




2.           Each
Holder hereby consents to the Financing and, effective as of the closing of the
Financing, waives all rights to the anti-dilution protection under Section 4.5
of the NPA arising as a result of the Financing.




3.           The
Company hereby acknowledges that the Holder is not waiving any other rights
under the NPA, including, without limitation, any future application of the
anti-dilution provisions contained in Section 4.5 applicable to the
Notes.







4.           Each
Holder hereby consents and agrees to the automatic conversion, concurrent with
the closing of the Financing, of such percentage (as indicated on the Holder’s
signature page hereto) of the outstanding principal and interest owing, as of
the date thereof, on the Notes held by each Holder into shares of the Company’s
common stock at a per share conversion price of $0.05; provided, however, that
the percentage of Notes converted into shares the Company’s common stock shall
not be less than fifty percent (50%).  The mechanics of such
conversion shall be in accordance with Section 4.2 of the Notes; provided,
however, that the Company is only obligated to issue the shares of common stock
upon such conversion on or before the fifth (5th)
business day following filing of an amendment to the Company’s Articles of
Incorporation with the Secretary of State of the State of Nevada thereby
increasing the capital stock of the Company to 1,550,000,000 shares, consisting
of 1,500,000,000 shares of common stock and 50,000,000 shares of preferred
stock.




5.           In
order to induce the Holders to provide the waivers contained herein and consent
to the conversion of at least 50% of the outstanding principal and interest
owing on the Notes in accordance with this Waiver, the Company and the Holders
hereby agree, concurrent with the closing of the Financing, (i) to amend the
definition of “Maturity Date” contained in the Notes so that the “Maturity Date”
of the Notes is now December 31, 2012; and (ii) that each Holder will receive a
five-year warrant to purchase such number of shares of the Company’s common
stock, at a per share price of $0.05, equal to the number of shares issued to
such Holder in connection with the conversion of the Holder’s Notes in
accordance with this Waiver.




6.           The
Company hereby represents, warrants and covenants as follows:




(a)           This
Waiver constitutes legal, valid and binding obligations of the Company and is
enforceable against the Company in accordance with its respective
terms.




(b)           Except
as set forth in this Waiver or as disclosed in the Company’s reports or other
documents filed with the Securities and Exchange Commission on or prior to the
date hereof, the Company hereby reaffirms, as of the date hereof (or if any such
representation, covenant or warranty is expressly stated to have been made as of
a specific date, as of such specific date), all covenants, representations and
warranties made in the NPA, the Notes and all documents, instruments and
agreements entered into in connection with the transactions contemplated thereby
(collectively, the “Purchase
Documents”).




(c)           Except
as set forth in this Waiver, all terms and conditions of the Purchase Documents
shall continue unchanged and in full force and effect, including, without
limitation, the provisions set forth in Section 4.5 of the NPA.




(d)           No
Event of Default has occurred and is continuing or would exist after giving
effect to this Waiver.




7.           The
Holder hereby represents and warrants as follows:




(a)           It
has the power and authority to execute, deliver and perform this Waiver and that
this Waiver is a legal, valid and binding obligation, enforceable against
it.




(b)           It
owns, of record and beneficially, and has valid title to, the Note, free and
clear of any and all liens.


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8.           Each
Holder hereby acknowledges that any conversion of Notes pursuant to Section 4
hereof by Mr. Steven Oliviera, a Holder of $133,400 in principal amount of the
Notes, will convert into shares of the Company’s Series B Preferred Stock at a
per share conversion price of $0.50.  Each share of Series B Preferred
Stock is convertible into 10 shares of the Company’s common stock, however,
prior to any such conversion into the Company’s common stock, the shares of the
Series B Preferred Stock will not have full voting rights and powers equal to
the voting rights and powers of holders of the Company’s common
stock.




9.           The
execution, delivery and effectiveness of this Waiver shall not operate as a
waiver of any right, power or remedy of the Holder, nor constitute a waiver of
any provision of any Purchase Documents.




10.         Each
party agrees to execute and deliver promptly any and all such further reasonable
documents, instruments and certificates, and to undertake all such further acts,
as may be necessary, desirable or appropriate to effectuate the terms of this
Waiver, including, without limitation, the execution of an amendment to the
Note, if such amendment is deemed necessary or desirable by legal counsel to the
Company, to effectuate the intention of the foregoing provisions.




11.         Each
party agrees that it will reasonably cooperate with the other party to
effectuate the intention of this Waiver.  The waivers and other
agreements contained herein by the Holder are irrevocable.




12.         This
Waiver constitutes the entire understanding of the parties relating to the
subject matter hereof and supersedes all prior agreements and understandings,
whether oral or written.




13.         This
Waiver shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns and shall be governed by and construed
in accordance with the laws of the State of New York.




14.         Section
headings in this Waiver are included herein for convenience of reference only
and shall not constitute a part of this Waiver for any other
purpose.




15.        
This Waiver may be executed by the parties hereto in one or more counterparts,
each of which shall be deemed an original and all of which when taken together
shall constitute one and the same agreement.  Any signature delivered
by a party by facsimile transmission shall be deemed to be an original signature
hereto.




[Signature
Page Follows]


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IN
WITNESS WHEREOF, this Waiver has been duly executed as of the day and year first
written above.





COMPANYCHINA
      BROADBAND, INC.By:Name:  Marc
      UrbachTitle:  
       PresidentHOLDERFor
      EntitiesName
      of EntityBy:Name:Title:For
      IndividualsName:$Amount
      of outstanding principal and interest owing on the Notes converted in
      accordance with Section 6 of this Waiver%Percentage
      of outstanding principal and interest owing on the Notes converted in
      accordance with Section 4 of this
Waiver


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