Exhibit
4.5





REGISTRATION
RIGHTS AGREEMENT





July 30,
2010





To the
Investor named in Securities Purchase Agreement,


dated May
20, 2010





Dear
Sir:





This will confirm that in consideration
of your agreement on the date hereof to purchase 7,000,000 Units
of  China Broadband, Inc., a Nevada corporation (the “Company”), pursuant
to the Securities Purchase Agreement, dated May 20, 2010 (the “Purchase Agreement”)
between the Company and you, and as an inducement to you to consummate the
transactions contemplated by the Purchase Agreement, the Company covenants and
agrees with you as follows:





1.           Certain
Definitions.  Capitalized terms that are used, but not
otherwise defined, herein have the meanings assigned to them in the Purchase
Agreement.  As used in this Agreement, the following terms have the
following respective meanings:




“Commission” shall
mean the Securities and Exchange Commission, or any other federal agency at the
time administering the Securities Act.
  “Exchange Act” shall
mean the Securities Exchange Act of 1934, as amended, or any similar federal
statute, and the rules and regulations of the Commission thereunder, all as the
same shall be in effect at the time.
  “Registration
Expenses” shall have the meaning set forth in
Section 8.
  “Restricted Stock”
shall mean the Shares and the Warrant Shares excluding any such Shares or
Warrant Shares which have been (a) registered under the Securities Act
pursuant to an effective registration statement filed thereunder and disposed of
in accordance with the registration statement covering them or (b) publicly
sold pursuant to Rule 144 under the Securities Act or saleable under Rule
144 without restriction as to volume or otherwise.
  “Securities Act” shall
mean the Securities Act of 1933, as amended, or any similar federal statute, and
the rules and regulations of the Commission thereunder, all as the same shall be
in effect at the time.
  “Selling Expenses”
shall have the meaning set forth in Section 8.





Registration
Rights Agreement — Page 2





2.           Restrictive
Legend.  Each certificate representing Restricted Stock shall,
except as otherwise provided in this Section 2 or in Section 3, be
stamped or otherwise imprinted with a legend substantially in the following
form:







“THIS
      SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY
      APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED
      UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION
      REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR AN EXEMPTION FROM THE
      REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE
      WITH RESPECT THERETO.”





A
certificate shall not bear such legend if in the opinion of counsel satisfactory
to the Company addressed to the Company and any transfer agent for the
securities represented thereby to the effect that such securities may be
publicly sold without registration under the Securities Act and any applicable
state securities laws.





3.           Notice of Proposed
Transfer.  Prior to any proposed transfer of the Restricted
Stock (other than under the circumstances described in Sections 4, 5 or 6),
the holder thereof shall give written notice to the Company of its intention to
effect such transfer.  Each such notice shall describe the manner of
the proposed transfer and, if requested by the Company, shall be accompanied by
an opinion of counsel satisfactory to the Company (and at the Company’s sole
expense) to the effect that the proposed transfer may be effected without
registration under the Securities Act and any applicable state securities laws,
whereupon the holder of such Restricted Stock shall be entitled to transfer such
Restricted Stock in accordance with the terms of its notice; provided, however,
that no such opinion of counsel shall be required for a transfer in accordance
with the constituent documents of the entity to one or more partners or members,
or employees of the transferor (in the case of a transferor that is a
partnership or a limited liability company, respectively) or to an affiliated
corporation (in the case of a transferor that is a corporation).  Each
certificate for the Restricted Stock transferred as above provided shall bear
the legend set forth in Section 2, except that such certificate shall not
bear such legend if (i) such transfer is in accordance with the provisions
of Rule 144 (or any other rule permitting public sale without registration
under the Securities Act) or (ii) the opinion of counsel referred to above
is to the further effect that the transferee and any subsequent transferee
(other than an affiliate of the Company) would be entitled to transfer such
securities in a public sale without registration under the Securities
Act.  The restrictions provided for in this Section 3 shall not
apply to securities which are not required to bear the legend prescribed by
Section 2 in accordance with the provisions of that Section.




4.           Required
Registration.  (a)  At any time after the 180th day
following the date hereof, the holder of Restricted Stock may request the
Company to register under the Securities Act all or any portion of the shares of
Restricted Stock held by such requesting holder for sale in the manner specified
in such notice.





Registration
Rights Agreement — Page 3





(a)           
Following receipt of any notice under this Section 4, the Company shall use
its best efforts to register under the Securities Act, for public sale in
accordance with the method of disposition specified in such notice from
requesting holder, the number of shares of Restricted Stock specified in such
notice.  The Company shall be obligated to register Restricted Stock
pursuant to this Section 4 on only three occasions.




(b)           The
Company shall be entitled to include in any registration statement referred to
in this Section 4, for sale in accordance with the method of disposition
specified by the requesting holder, shares of Common Stock to be sold by the
Company for its own account, except as and to the extent that, and only to the
extent that, in the opinion of the managing underwriter (if such method of
disposition shall be an underwritten public offering), such inclusion would
adversely affect the marketing of the Restricted Stock to be
sold.  Except for registration statements on Form S-4, S-8 or any
successor thereto, the Company will not file with the Commission any other
registration statement with respect to its Common Stock, whether for its own
account or that of other stockholders, from the date of receipt of a notice from
requesting holders pursuant to this Section 4 until the completion of the
period of distribution of the registration contemplated thereby.




5.           Incidental
Registration.  If the Company at any time on or following the
180th day
following the date of this Agreement (other than pursuant to Section 4 or
Section 6) proposes to register any of its securities under the Securities
Act for sale to the public, whether for its own account or for the account of
other security holders or both (except with respect to registration statements
on Forms S-4, S-8 or another form not available for registering the
Restricted Stock for sale to the public), each such time it will give written
notice to the holder of outstanding Restricted Stock of its intention so to
do.  Upon the written request of such holder, received by the Company
within 10 days after the giving of any such notice by the Company, to
register any of its Restricted Stock, the Company will use its best efforts to
cause the Restricted Stock as to which registration shall have been so requested
to be included in the securities to be covered by the registration statement
proposed to be filed by the Company, all to the extent requisite to permit the
sale or other disposition by the holder of such Restricted Stock so
registered.  In the event that any registration pursuant to this
Section 5 shall be, in whole or in part, an underwritten public offering of
Common Stock, the number of shares of Restricted Stock to be included in such an
underwriting may be reduced (if the initial holder made any transfers of
Restricted Stock and related registration rights hereunder, then pro rata among
the initial holder of Restricted Stock and his transferees based upon the number
of shares of Restricted Stock owned by such holder) if and to the extent that,
and only to the extent that, the managing underwriter shall be of the opinion
that such inclusion would adversely affect the marketing of the securities to be
sold by the Company therein, provided, however, that if any
shares are to be included in such underwriting for the account of any person
other than the Company or the initial holder of Restricted Stock, such number of
shares of Restricted Stock shall be reduced pro rata based on the ownership of
the selling stockholders that include shares in such registration of shares of
Common Stock (determined on a fully-diluted basis); and provided, further, however, that in no
event may less than one-third of the total number of shares of Common Stock to
be included in such underwriting be made available for shares of Restricted
Stock.  Notwithstanding the foregoing provisions, the Company may
withdraw any registration statement referred to in this Section 5 without
thereby incurring any liability to the holder of Restricted
Stock.





Registration
Rights Agreement — Page 4





6.           Registration on
Form S-3.  If at any time following the 180th day
following the date hereof (i) a holder of  Restricted Stock
requests that the Company file a registration statement on Form S-3 or any
successor thereto for a public offering of all or any portion of the shares of
Restricted Stock held by such requesting holder, and (ii) the Company is a
registrant entitled to use Form S-3 or any successor thereto to register
such shares, then the Company shall use its best efforts to register under the
Securities Act on Form S-3 or any successor thereto, for public sale in
accordance with the method of disposition specified in such notice, the number
of shares of Restricted Stock specified in such notice.  Whenever the
Company is required by this Section 6 to use its best efforts to effect the
registration of Restricted Stock, each of the procedures and requirements of
Section 4 shall apply to such registration, provided, however, the Company
shall be obligated to register Restricted Stock pursuant to this Section 6 on
three occasions only.




7.           Registration
Procedures.  If and whenever the Company is required by the
provisions of Sections 4, 5 or 6 to use its best efforts to effect the
registration of any shares of Restricted Stock under the Securities Act, the
Company will, as expeditiously as possible:




(a)           prepare
and file with the Commission within sixty (60) days of a written request by the
holder of Restricted Stock pursuant to Section 4 hereof (unless such request
relates to an underwritten offering, in which case, the Company’s obligation
with regard to the timing of the filing shall be to file a registration
statement as soon as practicable) a registration statement (which, in the case
of an underwritten public offering pursuant to Section 4, shall be on Form
S-1 or other form of general applicability satisfactory to the managing
underwriter selected as therein provided) with respect to such securities and
use its best efforts to cause such registration statement to become and remain
effective for the period of the distribution contemplated thereby (determined as
hereinafter provided) and, if the registration statement does not relate to an
underwritten offering, then to cause such registration statement to become
effective within one hundred and eighty (180) days after its filing (it being
understood that if a registration statement is not filed on or prior such 60th
day or does not become effective by such 180th day (any such failure or breach
being referred to as an “Event”, and the date on which such Event occurs being
referred to as “Event Date”), then, in addition to any other rights the holder
of Restricted Stock under applicable law, on each such Event Date and on each
monthly anniversary of each such Event Date (if the applicable Event shall not
have been cured by such date) until the applicable Event is cured, the Company
shall pay to each holder of Restricted Stock included in the request pursuant to
Section 4 hereof an amount in cash, as partial liquidated damages and not as a
penalty, equal to 1.0% of the aggregate purchase price paid by such Holder
pursuant to the Purchase Agreement for any unregistered Restricted Stock then
held by such Holder;




(b)           prepare
and file with the Commission such amendments and supplements to such
registration statement and the prospectus used in connection therewith as may be
necessary to keep such registration statement effective for the period specified
in paragraph (a) above and comply with the provisions of the Securities Act
with respect to the disposition of all Restricted Stock covered by such
registration statement in accordance with the sellers’ intended method of
disposition set forth in such registration statement for such
period;





Registration
Rights Agreement — Page 5




(c)           furnish
to each seller of Restricted Stock and to each underwriter such number of copies
of the registration statement and the prospectus included therein (including
each preliminary prospectus) as such persons reasonably may request in order to
facilitate the public sale or other disposition of the Restricted Stock covered
by such registration statement;




(d)           use
its best efforts to register or qualify the Restricted Stock covered by such
registration statement under the securities or “blue sky” laws of such
jurisdictions as the sellers of Restricted Stock or, in the case of an
underwritten public offering, the managing underwriter reasonably shall request,
provided, however, that the
Company shall not for any such purpose be required to qualify generally to
transact business as a foreign corporation in any jurisdiction where it is not
so qualified or to consent to general service of process in any such
jurisdiction;




(e)           use
its best efforts to list the Restricted Stock covered by such registration
statement with any securities exchange on which the Common Stock of the Company
is then listed;




(f)           immediately
notify each seller of Restricted Stock and each underwriter under such
registration statement, at any time when a prospectus relating thereto is
required to be delivered under the Securities Act, of the happening of any event
of which the Company has knowledge as a result of which the prospectus contained
in such registration statement, as then in effect, includes an untrue statement
of a material fact or omits to state a material fact required to be stated
therein or necessary to make the statements therein not misleading in light of
the circumstances then existing, and thereafter, use its best efforts to timely
amend the prospectus contained in such registration statement such that the
statements therein are no longer misleading in light of the circumstances then
existing;




(g)           if
the offering is underwritten and at the request of any seller of Restricted
Stock, use its best efforts to furnish on the date that Restricted Stock is
delivered to the underwriters for sale pursuant to such
registration:  (i) an opinion dated such date of counsel
representing the Company for the purposes of such registration, addressed to the
underwriters and to such seller, stating that such registration statement has
become effective under the Securities Act and that (A) to the best
knowledge of such counsel, no stop order suspending the effectiveness thereof
has been issued and no proceedings for that purpose have been instituted or are
pending or contemplated under the Securities Act, (B) the registration
statement, the related prospectus and each amendment or supplement thereof
comply as to form in all material respects with the requirements of the
Securities Act (except that such counsel need not express any opinion as to
financial statements contained therein) and (C) to such other effects as
reasonably may be requested by counsel for the underwriters or by such seller or
its counsel and (ii) a letter dated such date from the independent public
accountants retained by the Company, addressed to the underwriters and to such
seller, stating that they are independent public accountants within the meaning
of the Securities Act and that, in the opinion of such accountants, the
financial statements of the Company included in the registration statement or
the prospectus, or any amendment or supplement thereof, comply as to form in all
material respects with the applicable accounting requirements of the Securities
Act, and such letter shall additionally cover such other financial matters
(including information as to the period ending no more than five business days
prior to the date of such letter) with respect to such registration as such
underwriters reasonably may request; and





Registration
Rights Agreement — Page 6




(h)           make
available for inspection by each seller of Restricted Stock, any underwriter
participating in any distribution pursuant to such registration statement, and
any attorney, accountant or other agent retained by such seller or underwriter,
all financial and other records, pertinent corporate documents and properties of
the Company, and cause the Company’s officers, directors and employees to supply
all information reasonably requested by any such seller, underwriter, attorney,
accountant or agent in connection with such registration statement.




For purposes of Section 7(a) and
7(b), the period of distribution of Restricted Stock in a firm commitment
underwritten public offering shall be deemed to extend until each underwriter
has completed the distribution of all securities purchased by it, and the period
of distribution of Restricted Stock in any other registration shall be deemed to
extend until all of the Restricted Stock covered by such Registration Statement
have been sold pursuant to such Registration Statement or all of
the  Restricted Stock covered by such Registration Statement may be
sold without registration under Rule 144 of the 1933 Act.





In connection with each registration
hereunder, the sellers of Restricted Stock will furnish to the Company in
writing such information with respect to themselves and the proposed
distribution by them as reasonably shall be necessary in order to assure
compliance with federal and applicable state securities laws.





In connection with each registration
pursuant to Sections 4, 5 or 6 covering an underwritten public offering,
the Company and each seller agree to enter into a written agreement with the
managing underwriter selected in the manner herein provided in such form and
containing such provisions as are customary in the securities business for such
an arrangement between such underwriter and companies of the Company’s size and
investment stature.





8.           Expenses.  All
expenses incurred by the Company in complying with Sections 4, 5 and 6,
including, without limitation, all registration and filing fees, printing
expenses, fees and disbursements of counsel and independent public accountants
for the Company, fees and expenses (including counsel fees) incurred in
connection with complying with state securities or “blue sky” laws, fees of the
National Association of Securities Dealers, Inc., transfer taxes, fees of
transfer agents and registrars, costs of insurance, but excluding any Selling
Expenses, are called “Registration
Expenses”.  All underwriting discounts and selling commissions
applicable to the sale of Restricted Stock are called “Selling
Expenses”.




The Company will pay all Registration
Expenses in connection with each registration statement under Sections 4, 5
or 6.  All Selling Expenses in connection with each registration
statement under Sections 4, 5 or 6 shall be borne by the participating
sellers in proportion to the number of shares sold by each, or by such
participating sellers other than the Company (except to the extent the Company
shall be a seller) as they may agree.





Registration
Rights Agreement — Page 7





9.           Indemnification and
Contribution.




(a)           In
the event of a registration of any of the Restricted Stock under the Securities
Act pursuant to Sections 4, 5 or 6, the Company will indemnify and hold
harmless each seller of such Restricted Stock thereunder, each underwriter of
such Restricted Stock thereunder and each other person, if any, who controls
such seller or underwriter within the meaning of the Securities Act, against any
losses, claims, damages or liabilities, joint or several, to which such seller,
underwriter or controlling person may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any registration statement
under which such Restricted Stock was registered under the Securities Act
pursuant to Sections 4, 5 or 6, any preliminary prospectus or final
prospectus contained therein, or any amendment or supplement thereof, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse each such seller, each such
underwriter and each such controlling person for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action, provided, however, that the
Company will not be liable in any such case if and to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission so made in
conformity with information furnished by any such seller, any such underwriter
or any such controlling person in writing specifically for use in such
registration statement or prospectus.




(b)           In
the event of a registration of any of the Restricted Stock under the Securities
Act pursuant to Sections 4, 5 or 6, each seller of such Restricted Stock
thereunder, severally and not jointly, will indemnify and hold harmless the
Company, each person, if any, who controls the Company within the meaning of the
Securities Act, each officer of the Company who signs the registration
statement, each director of the Company, each underwriter and each person who
controls any underwriter within the meaning of the Securities Act, against all
losses, claims, damages or liabilities, joint or several, to which the Company
or such officer, director, underwriter or controlling person may become subject
under the Securities Act or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of any material fact contained
in the registration statement under which such Restricted Stock was registered
under the Securities Act pursuant to Sections 4, 5 or 6, any preliminary
prospectus or final prospectus contained therein, or any amendment or supplement
thereof, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and will reimburse the Company and each
such officer, director, underwriter and controlling person for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action, provided, however, that such
seller will be liable hereunder in any such case if and only to the extent that
any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in reliance upon and in conformity with information pertaining to such
seller, as such, furnished in writing to the Company by such seller specifically
for use in such registration statement or prospectus, and provided, further, however, that the
liability of each seller hereunder shall not in any event exceed the net
proceeds received by such seller from the sale of Restricted Stock covered by
such registration statement.





Registration
Rights Agreement — Page 8




(c)           Promptly
after receipt by an indemnified party hereunder of notice of the commencement of
any action, such indemnified party shall, if a claim in respect thereof is to be
made against the indemnifying party hereunder, notify the indemnifying party in
writing thereof, but the omission so to notify the indemnifying party shall not
relieve it from any liability which it may have to such indemnified party other
than under this Section 9 and shall only relieve it from any liability
which it may have to such indemnified party under this Section 9 if and to
the extent the indemnifying party is prejudiced by such omission.  In
case any such action shall be brought against any indemnified party and it shall
notify the indemnifying party of the commencement thereof, the indemnifying
party shall be entitled to participate in and, to the extent it shall wish, to
assume and undertake the defense thereof with counsel satisfactory to such
indemnified party, and, after notice from the indemnifying party to such
indemnified party of its election so to assume and undertake the defense
thereof, the indemnifying party shall not be liable to such indemnified party
under this Section 9 for any legal expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation and of liaison with counsel so selected, provided, however, that, if the
defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be reasonable defenses available to it which are different from
or additional to those available to the indemnifying party or if the interests
of the indemnified party reasonably may be deemed to conflict with the interests
of the indemnifying party, the indemnified party shall have the right to select
a separate counsel and to assume such legal defenses and otherwise to
participate in the defense of such action, with the expenses and fees of such
separate counsel and other expenses related to such participation to be
reimbursed by the indemnifying party as incurred.




(d)           In
order to provide for just and equitable contribution to joint liability under
the Securities Act in any case in which either (i) any holder of Restricted
Stock exercising rights under this Agreement, or any controlling person of any
such holder, makes a claim for indemnification pursuant to this Section 9
but it is judicially determined (by the entry of a final judgment or decree by a
court of competent jurisdiction and the expiration of time to appeal or the
denial of the last right of appeal) that such indemnification may not be
enforced in such case notwithstanding the fact that this Section 9 provides
for indemnification in such case, or (ii) contribution under the Securities
Act may be required on the part of any such selling holder or any such
controlling person in circumstances for which indemnification is provided under
this Section 9; then, and in each such case, the Company and such holder
will contribute to the aggregate losses, claims, damages or liabilities to which
they may be subject (after contribution from others) in such proportion so that
such holder is responsible for the portion represented by the percentage that
the public offering price of its Restricted Stock offered by the registration
statement bears to the public offering price of all securities offered by such
registration statement, and the Company is responsible for the remaining
portion; provided, however, that, in any
such case, (A) no such holder will be required to contribute any amount in
excess of the public offering price of all such Restricted Stock offered by it
pursuant to such registration statement; and (B) no person or entity guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) will be entitled to contribution from any person or entity who
was not guilty of such fraudulent misrepresentation.





Registration
Rights Agreement — Page 9





10.         Changes in Common
Stock.  If, and as often as, there is any change in the Common
Stock by way of a stock split, stock dividend, combination or reclassification,
or through a merger, consolidation, reorganization or recapitalization, or by
any other means, appropriate adjustment shall be made in the provisions hereof
so that the rights and privileges granted hereby shall continue with respect to
the Common Stock as so changed.




11.         Rule 144
Reporting.  With a view to making available the benefits of
certain rules and regulations of the Commission which may at any time permit the
sale of the Restricted Stock to the public without registration, the Company
agrees to:




(a)           make
and keep public information available, as those terms are understood and defined
in Rule 144 under the Securities Act;







(b)           use
its best efforts to file with the Commission in a timely manner all reports and
other documents required of the Company under the Securities Act and the
Exchange Act; and




(c)           furnish
to each holder of Restricted Stock forthwith upon request a written statement by
the Company as to its compliance with the reporting requirements of such
Rule 144 and of the Securities Act and the Exchange Act, a copy of the most
recent annual or quarterly report of the Company, and such other reports and
documents so filed by the Company as such holder may reasonably request in
availing itself of any rule or regulation of the Commission allowing such holder
to sell any Restricted Stock without registration.




12.         Representations and
Warranties of the Company.  The Company represents and warrants
to you as follows:




(a)           The
execution, delivery and performance of this Agreement by the Company have been
duly authorized by all requisite corporate action and will not violate any
provision of law, any order of any court or other agency of government, the
Charter or By-laws of the Company or any provision of any indenture, agreement
or other instrument to which it or any or its properties or assets is bound,
conflict with, result in a breach of or constitute (with due notice or lapse of
time or both) a default under any such indenture, agreement or other instrument
or result in the creation or imposition of any lien, charge or encumbrance of
any nature whatsoever upon any of the properties or assets of the
Company.




(b)           This
Agreement has been duly executed and delivered by the Company and constitutes
the legal, valid and binding obligation of the Company, enforceable in
accordance with its terms.





Registration
Rights Agreement — Page 10





13.         Miscellaneous.




(a)           All
covenants and agreements contained in this Agreement by or on behalf of any of
the parties hereto shall bind and inure to the benefit of the respective
successors and assigns of the parties hereto.




(b)           All
notices, requests, consents and other communications hereunder shall be in
writing and shall be delivered in person, mailed by overnight courier service,
certified or registered mail, return receipt requested, or sent by telecopier or
telex, addressed as follows:




if to the
Company or any other party hereto, at the address or telecopier number of such
party set forth in the Purchase Agreement;
  if to any
subsequent holder Restricted Stock to it at such address or telecopier number as
may have been furnished to the Company in writing by such
holder;





or, in
any case, at such other address or addresses as shall have been furnished in
writing to the Company (in the case of a holder of Restricted Stock) or to the
holder Restricted Stock (in the case of the Company) in accordance with the
provisions of this paragraph.





(c)           This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York, without giving effect to the principles of conflicts of laws
thereof.




(d)           This
Agreement may not be amended or modified, and no provision hereof may be waived,
without the written consent of the Company and the holder of Restricted
Stock.




(e)           This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.




(f)           The
obligations of the Company to register shares of Restricted Stock under
Sections 4, 5 or 6 shall terminate on the third anniversary of the date of
this Agreement.




(g)           If
requested in writing by the underwriters for an underwritten public offering of
securities of the Company, each holder of Restricted Stock who is a party to
this Agreement shall agree not to sell publicly any shares of Restricted Stock
or any other shares of Common Stock (other than shares of Restricted Stock or
other shares of Common Stock being registered in such offering), without the
consent of such underwriters, for a period of not more than 180 days following
the effective date of the registration statement relating to such offering;
provided, however, that all
persons entitled to registration rights with respect to shares of Common Stock
who are not parties to this Agreement, all other persons selling shares of
Common Stock in such offering, all persons holding in excess of 1% of the
capital stock of the Company on a fully diluted basis and all executive officers
and directors of the Company shall also have agreed not to sell publicly their
Common Stock under the circumstances and pursuant to the terms set forth in this
Section 13(g).





Registration
Rights Agreement — Page 11




(h)         
Notwithstanding the provisions of Section 7(a), the Company’s obligation to
file a registration statement, or cause such registration statement to become
and remain effective, shall be suspended for a period not to exceed 90 days
in any 12-month period if there exists at the time material non-public
information relating to the Company which, in the reasonable opinion of the
Company, should not be disclosed.




(i)           
If any provision of this Agreement shall be held to be illegal, invalid or
unenforceable, such illegality, invalidity or unenforceability shall attach only
to such provision and shall not in any manner affect or render illegal, invalid
or unenforceable any other provision of this Agreement, and this Agreement shall
be carried out as if any such illegal, invalid or unenforceable provision were
not contained herein.




Please indicate your acceptance of the
foregoing by signing and returning the enclosed counterpart of this letter,
whereupon this Agreement shall be a binding agreement between the Company and
you.





Very
      truly yours,CHINA
      BROADBAND, INC.By:Name:  Marc
      UrbachTitle:  President





AGREED TO
AND ACCEPTED as of the date first


above
written.




SHANE
      MCMAHON