CHINA BROADBAND INC (Form: 10-Q, Received: 08/23/2010 16:44:09)

Exhibit 4.3

NEITHER THIS WARRANT NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT.

CHINA BROADBAND, INC.

COMMON STOCK PURCHASE WARRANT

Initial Holder: Steven Oliviera	Original Issue Date: ____________, 2010
	No. of Shares Subject to Warrant: [ ]
	Exercise Price Per Share: $0.05
	Expiration Time: 5:00 p.m., New York City time, on ________, 2015

China Broadband, Inc., a Nevada corporation (the “ Company ”), hereby certifies that, for value received, the Initial Holder shown above, or its permitted registered assigns (the “ Holder ”), is entitled to purchase from the Company up to the number of shares of its common stock, par value $0.001 per share (the “ Common Stock ”), shown above (each such share, a “ Warrant Share ” and all such shares, the “ Warrant Shares ”) at the exercise price shown above (as may be adjusted from time to time as provided herein, the “ Exercise Price ”), at any time and from time to time on or original issue date indicated above (the “ Original Issue Date ”) and through and including the expiration time shown above (the “ Expiration Time ”), and subject to the following terms and conditions:

This Warrant is being issued pursuant to a Securities Purchase Agreement, dated May 20, 2010 (the “ SPA ”), by and between the Company, the Holder and the other parties thereto, pursuant to which the Holder purchased units consisting of shares of the Company’s Series B Preferred Stock.

1. Definitions . In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein have the meanings given to such terms in the SPA.

2. List of Warrant Holders . The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “ Warrant Register ”), in the name of the record Holder (which shall include the Holder or, as the case may be, any registered assignee to which this Warrant is permissibly assigned hereunder from time to time). The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

3. List of Transfers; Restrictions on Transfer . The Company shall register any transfer of all or any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified herein. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a “ New Warrant ”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder has in respect of this Warrant.

4. Exercise and Duration of Warrant .

(a) All or any part of this Warrant shall be exercisable by the registered Holder at any time and from time to time on or after the Original Issue Date and through and including the Expiration Time. Subject to Section 11 hereof, at the Expiration Time, the portion of this Warrant not exercised prior thereto shall be and become void and of no value and this Warrant shall be terminated and shall no longer be outstanding.

(b) The Holder may exercise this Warrant by delivering to the Company: (i) an exercise notice, in the form attached hereto (the “ Exercise Notice ”), completed and duly signed, and (ii) payment by wire transfer of immediately available funds to an account designated by the Company of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (unless cashless exercise shall have been elected in accordance with the provisions of Section 4(c) hereof). The date such items are delivered to the Company (as determined in accordance with the notice provisions hereof) is an “ Exercise Date .” The Holder shall be required to deliver the original Warrant, or any New Warrant that may have been previously issued, in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant, or any New Warrant that may have been previously issued, and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares.

(c) Notwithstanding any provisions herein to the contrary, in lieu of exercising this Warrant by payment of cash, the Holder may exercise this Warrant by a cashless exercise and shall receive the number of Warrant Shares equal to an amount (as determined below) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of Warrant Shares computed using the following formula:

X =	Y (B-A)
	B

Where	X =	the number of Warrant Shares to be issued to the Holder.

	Y =	the number of Warrant Shares purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised.

	A =	the Exercise Price.

	B =	the average of the Fair Market Value for the five days immediately preceding the date of the Exercise Notice.

For purposes of this Section 4(c), “Fair Market Value” means (a) if the Common Stock is then listed or quoted on a national trading market, the volume weighted average price of the Common Stock for the 20 trading days preceding such Exercise Date (b) if the Common Stock is not then listed or quoted on a national trading market and if prices for the Common Stock are then quoted on the OTC Bulletin Board, the volume weighted average price of the Common Stock for the 20 trading days preceding such Exercise Date on the OTC Bulletin Board, (c) if the Common Stock is not then listed or quoted on the OTC Bulletin Board and if prices for the Common Stock are then reported in the “Pink Sheets” published by Pink Sheets, LLC (or a similar organization or agency succeeding to its functions of reporting prices), the average bid price per share of the Common Stock for the 20 trading days preceding such Determination Date as so reported, or (d) in all other cases, the value of the Common Stock as determined in good faith by the Company’s Board of Directors.

(d) The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant pursuant to the terms hereof.

5. Limitations and Restrictions on Exercise . The Company shall not effect any exercise, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 4 hereof or otherwise, to the extent that after giving effect to such exercise, the Holder (together with the Holder’s affiliates) would beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion unless the Holder shall have, in its sole discretion, elected to increase such amount to 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder (together with the Holder’s affiliates) shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised portion of the this Warrant beneficially owned by the Holder or any of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 5, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. To the extent that the limitation contained in this section applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder) and of which a portion of this Warrant shall be in the sole discretion of the Holder. To ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers an Exercise Notice in accordance with Section 4 hereof that the Holder has not violated the restrictions set forth in this paragraph, and the Company shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this Section 5, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in a Company filing with the U.S. Securities and Exchange Commission, a public announcement by the Company, or any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 5 may be waived by the Holder upon not less than sixty-one (61) days’ prior notice to the Company, and the provisions of this Section 5 shall continue to apply until such 61st day (or such later date, as determined by the Holder.

6. Delivery of Warrant Shares .

(a) Upon exercise of this Warrant, the Company shall promptly (but in no event later than three (3) Trading Days after the Exercise Date) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends. “ Trading Day ” shall mean a date on which the Company’s Common Stock trades on its principal trading market. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. The Company shall, upon the written request of the Holder, use its best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through the Depository Trust and Clearing Corporation (“ DTCC ”) or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through DTCC or another established clearing corporation performing similar functions, if available. If as of the time of exercise the Warrant Shares constitute restricted or control securities, the Holder, by exercising, agrees not to resell them except in compliance with all applicable securities laws.

(b) To the extent permitted by law, the Company’s obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance that might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

(c) If the Company fails to cause its transfer agent to transmit to the Holder a certificate or the certificates (or, if electronically, a book-entry position) representing the Warrant Shares pursuant to the terms hereof by applicable delivery date, then the Holder will have the right to rescind such exercise.

7. Charges, Taxes and Expenses . Issuance and delivery of certificates (or, if electronically, a book-entry position) representing the Warrant Shares shall be made without charge to the Holder for any issue or transfer tax, withholding tax, transfer agent fee or other incidental tax or expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however , that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the registration of any certificates for Warrant Shares or the Warrants in a name other than that of the Holder. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

8. Replacement of Warrant . If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity, if requested. Applicants for a New Warrant under such circumstances shall also comply with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe. If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant to the Company as a condition precedent to the Company’s obligation to issue the New Warrant.

9. Reservation of Warrant Shares . The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares that are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of persons other than the Holder (taking into account the adjustments and restrictions of Section 10). The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable.

10. Certain Adjustments to Exercise Price . The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 10.

(a) Adjustments for Stock Splits and Combinations and Stock Dividends . If the Company shall at any time or from time to time after the date hereof, effect a stock split or combination of the outstanding Common Stock or pay a stock dividend in shares of Common Stock, then the Exercise Price shall be proportionately adjusted. Any adjustments under this Section 10(a) shall be effective at the close of business on the date the stock split or combination becomes effective or the date of payment of the stock dividend, as applicable.

(b) Merger Sale, Reclassification, etc. In case of any: (i) consolidation or merger (including a merger in which the Company is the surviving entity), (ii) sale or other disposition of all or substantially all of the Company’s assets or distribution of property to shareholders (other than distributions payable out of earnings or retained earnings), or reclassification, change or conversion of the outstanding securities of the Company or of any reorganization of the Company (or any other corporation the stock or securities of which are at the time receivable upon the exercise of this Warrant) or any similar corporate reorganization on or after the date hereof, then and in each such case the Holder of this Warrant, upon the exercise hereof at any time thereafter shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise hereof prior to such consolidation, merger, sale or other disposition, reclassification, change, conversion or reorganization, the stock or other securities or property to which such Holder would have been entitled upon such consummation if such Holder had exercised this Warrant immediately prior thereto.

11. No Fractional Shares . No fractional Warrant Shares will be issued in connection with any exercise of this Warrant. In lieu of any fractional shares that would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied by the closing price of the Company’s Common Stock as reported by the applicable Trading Market on the Exercise Date.

12. Notices . Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall be delivered in accordance with the procedures set forth in Section 10.2 of the SPA.

13. Warrant Agent . The Company shall serve as warrant agent under this Warrant. Upon thirty (30) days’ notice to the Holder, the Company may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation resulting from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the Company or any new warrant agent transfers substantially all of its corporate trust or shareholders services business shall be a successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last address as shown on the Warrant Register.

14. Miscellaneous .

(a) This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Subject to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder any legal or equitable right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing signed by the Company and the Holder, or their successors and assigns.

(b) Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Warrant, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HERETO (INCLUDING ITS AFFILIATES, AGENTS, OFFICERS, DIRECTORS AND EMPLOYEES) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(c) The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof.

(d) In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Warrant.

(e) Prior to exercise of this Warrant, the Holder hereof shall not, by reason of by being a Holder, be entitled to any rights of a stockholder with respect to the Warrant Shares.

(f) No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of Holder, shall give rise to any liability of Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

[Signature Page Follows]

IN WITNESS WHEREOF , the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.

CHINA BROADBAND, INC.

By:
	Name:
	Title:

Signature Page

Warrant

CHINA BROADBAND, INC.

EXERCISE NOTICE

Ladies and Gentlemen:

The undersigned, pursuant to the provisions set forth in the attached Warrant hereby irrevocably elects to purchase ____________ Warrant Shares covered by such Warrant, and is providing, herewith, the aggregate purchase price for such shares. Capitalized terms used herein and not otherwise defined herein have the respective meanings set forth in the Warrant.

The undersigned intends that payment of the Warrant Price shall be made as (check one):

Cash Exercise_______

Cashless Exercise_______

If the Holder has elected a Cash Exercise, the Holder shall pay the sum of $________ by certified or official bank check (or via wire transfer) to the Company in accordance with the terms of the Warrant.

If the Holder has elected a Cashless Exercise, a certificate shall be issued to the Holder for the number of shares equal to the whole number portion of the product of the calculation set forth below, which is ___________. The Company shall pay a cash adjustment in respect of the fractional portion of the product of the calculation set forth below in an amount equal to the product of the fractional portion of such product and the VWAP of one share of Common Stock on the date of exercise, which product is ____________.

X =	Y (B-A)
	B

Where:

The number of Warrant Shares to be issued to the Holder __________________(“X”).

The number of Warrant Shares purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised ___________________________ (“Y”).

The Exercise Price ______________ (“A”).

The 5-day average Fair Market Value of one share of Common Stock _______________________ (“B”).

[Signature Page to Exercise Notice Follows]

Pursuant to this Exercise Notice, the Company shall deliver to the Holder the number of Warrant Shares determined in accordance with the terms of the Warrant and, in lieu of any fractional shares, cash.

Dated:			HOLDER:


			Print name

			By:

			Title:

CHINA BROADBAND, INC.

FORM OF ASSIGNMENT

To be completed and signed only upon transfer of Warrant

FOR VALUE RECEIVED , the undersigned hereby sells, assigns and transfers unto _________________ the right represented by the within Warrant to purchase _________________ shares of Common Stock to which the within Warrant relates and appoints __________________ attorney to transfer said right on the books of the Company with full power of substitution in the premises.

Dated:			TRANSFEROR:


			Print name

			By:

			Title:

			TRANSFEREE:


			Print name

			By:

			Title:
WITNESS:
			Address of Transferee:

Print name

Exhibit 10.13

ORDINARY SHARE PURCHASE AGREEMENT

This Ordinary Share Purchase Agreement (“ Agreement ”) is made as of ________________, 2010 (the “ Effective Date ”), between and among (i) China Broadband, Inc., a Nevada corporation (“ CBBD ”); (ii) China Broadband, Ltd., a company established and existing under the laws of the Cayman Islands (the “ Buyer ”) and a wholly-owned subsidiary of CBBD; and (iii) Weicheng Liu, an individual citizen of Canada (the “ Seller ”). Capitalized terms not otherwise defined have the meanings assigned to them in Appendix A. Each of the parties indicated in this preamble is referred to as a “ Party ” and collectively as the “ Parties .”

RECITALS

A.	The Seller is the sole legal and beneficial owner of one (1) ordinary share (the “ Share ”) of Sinotop Group Limited, a Hong Kong company (the “ Company ”), representing one hundred percent (100%) of the issued and outstanding shares of the Company.

B.	CBBD is a company whose shares are publicly traded in the United States and the 100% owner of the Buyer.

The Buyer desires to purchase, and the Seller desires to sell the Share on the terms and conditions set forth herein. The consideration for the purchase of the Share will take the form of common stock of CBBD. CBBD intends to account for the issuance of its shares as a contribution to the capital of the Buyer.

AGREEMENT

The Parties to this Agreement, intending to be bound thereby, in consideration for the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the Parties, agree as follows.

ARTICLE I

PURCHASE AND SALE OF SHARES; CLOSING

1.1

Sale and Purchase of Shares . On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller will sell, transfer and assign to Buyer free and clear of all Encumbrances, and Buyer will purchase, acquire and accept from Seller, all of Seller’s right, title and interest in the Share for the consideration set forth in Section 1.2.

1.2

Consideration. In consideration of, and in payment for, the sale of the Share as contemplated by Section 1.2, the Buyer will deliver to Seller, within ten (10) days after Closing, one or more certificates representing such number of shares of the common stock of CBBD as is equal to 20.0% of the outstanding common stock of CBBD (including the shares of common stock of CBBD issuable upon conversion of the outstanding Series A Preferred Shares and Series B Preferred Shares of CBBD, but not including any shares of common stock of CBBD that are issuable upon the conversion, exercise or exchange of any other securities of CBBD that are convertible into or exercisable or exchangeable for, common stock of CBBD) immediately following the closing (the “ CBBD Financing Closing ”) of the financing referenced in Section 4.1(a) hereof (the “ CBBD Shares ”). In addition, (A) the Seller will receive a three-year warrant to purchase a number of shares of CBBD common stock that is equal to 20.0% of the total number of shares of CBBD common stock underlying all outstanding warrants of CBBD as of immediately following the CBBD Financing Closing, (B) the Seller will receive a three-year option to purchase a number of shares of CBBD common stock that is equal to 20.0% of the total number of shares of CBBD common stock underlying all outstanding options of CBBD as of immediately following the CBBD Financing Closing, and (C) the Seller will be entitled to earn up to (I) an additional 5.0% of the outstanding common stock of CBBD (determined as aforesaid), (II) three-year warrants to purchase a number of shares of common stock of CBBD that is equal to 5.0% of all outstanding shares underlying outstanding warrants of CBBD as of immediately following the CBBD Financing Closing, and (III) a three-year option to purchase a number of shares of CBBD common stock that is equal to 5% of the total number of shares of CBBD common stock underlying all outstanding options of CBBD as of immediately following the CBBD Financing Closing (collectively, the securities referred to in clauses (I), (II), and (III) are referred to herein as the “ Earn-Out Securities ”), if specified performance milestones, to be adopted by the Board of Directors of CBBD within thirty (30) days following the Closing, have been achieved. The Board of Directors of CBBD will designate an earn-out period of no longer than two years following the Closing and will adopt earn-out milestones relating to net income targets or other measures of financial performance that must be achieved in order for Seller to receive the Earn-Out Securities and the Board of Directors of CBBD shall also indicate how many Earn-Out Securities are to be issued to the Seller upon the achievements of a given milestone.

1.3

Closing . The closing of the sale and purchase of the Share under this Agreement (the “ Closing ”) will take place at the offices of Pillsbury Winthrop Shaw Pittman, 2475 Hanover Street, Palo Alto, California, on June 30, 2010, local time, or at such other time and/or place as the Seller and the Buyer may mutually agree in writing (such date is referred to in this Agreement as the “ Clo s ing Date ”).

1.4	Deliveries at Closing .

(a)

At the Closing, the Parties will deliver to one another three (3) fully executed originals of this Agreement, unless delivered prior to Closing.

(b)

The Buyer will deliver to the Seller:

(i)

at the Closing, an original duly executed bought note and an original duly executed instrument of transfer in the forms attached as Exhibit 1.1(a)(i);

(ii)

within ten (10) days after the Closing, one or more certificates representing the CBBD Shares; and

(iii)

at the Closing, an employment agreement regarding the employment of Weicheng Liu by CBBD, duly executed by Weicheng Liu and CBBD, in substantially the form attached as Exhibit 1.1(a)(iii).

(c)

At the Closing, the Seller will deliver to the Buyer:

(iv)

an original duly executed sold note and an original duly executed instrument of transfer in the forms attached as part of Exhibit 1.1(a)(iv);

(v)

the original share certificate(s) (1) issued to the Seller and (2) to be issued to the Buyer in respect of the Share, if any, assigning the Shares to Buyer;

(vi)

A certified true copy of resolutions of the board of directors of the Company approving the Transactions in the form attached as Exhibit 1.1(a)(vi);

(vii)

all books and records of the Company (including its company chop and seal);

(viii)

where required by the Buyer, duly completed and executed documents required for the change in the bank account signatories of all bank accounts of the Company to the person designated by the Buyer;

(ix)

where applicable, all powers of attorney or other authorities under which the transfer of the Share has been executed;

(x)

such waivers, consents and other documents as the Seller may require to give the Buyer good title to the Share free from all claims, liens, charges, equities and encumbrances and third party rights of any kind and to enable the Buyer to become the registered holders thereof;

(xi)

a duly executed Consent of Spouse in the form attached as Exhibit 1.1(a)(xi); and

(xii)

Such documents as may be acceptable to the Buyer evidencing the satisfaction of the Conditions to the Buyer’s Obligation to Close set forth in Section 4.1.

1.5

Registration of Transfer of Share . Seller will ensure that the transfer of the Share pursuant to this Agreement is registered with the competent Governmental Authorities, including, without limitation, preparing and executing or causing to be executed any other documents necessary for the Transactions contemplated by this Agreement, and submitting or causing to be submitted the same with the Hong Kong Companies Registry and/or any other competent authority and ensure all stamp duties are duly paid in accordance with applicable laws.

1.6

Transfer Expenses . Any taxes, duties, charges and fees payable in respect of the transfer and sale of the Share contemplated by this Agreement will be borne by Seller and Buyer, respectively, pursuant to the allocation of responsibilities as provided under relevant Hong Kong laws and regulations. In the event such laws and regulations do not provide clearly whether certain taxes, charges and fees should be paid by Seller or Buyer, Seller and Buyer will share such taxes, charges and fees, including any stamp duty, equally.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller hereby represents and warrants to the Buyer, as of the date of this Agreement and as of the Closing Date, as set forth below.

2.1

Seller. The Seller is an individual citizen of Canada and has legal capacity to enter into this Agreement and perform his obligations hereunder. The Seller is not insolvent, has not declared bankruptcy, has not been the subject of the filing of a voluntary or involuntary petition in bankruptcy or any similar proceedings, and has not been party to any assignment for the benefit of creditors. All acts required to be taken by the Seller to enter into this Agreement and to carry out the Transactions have been properly taken. This Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with the terms hereof

2.2

Title to the Share. Seller is the sole owner of and has good title to the Share, free and clear of all Encumbrances and transfer restrictions, other than restrictions on transferability under securities laws of general applicability or as set out in the charter documents of the Company. Seller has not previously assigned or purported to assign the Share (or any part thereof) to any Person. Seller has made no general solicitation in connection with the Share.

2.3

Consents and Approvals . To the best of the Seller’s knowledge, no consent, action, approval or authorization of, or registration, declaration or filing with, any Governmental Authority or other third party is required to be obtained by Seller to authorize the execution and delivery by Seller of this Agreement or the other Transaction Documents, the performance by Seller of the terms hereof and thereof or the consummation of the transactions contemplated hereby and thereby.

2.4	Other Instruments. At the Closing, the Seller, to the best of his knowledge will have executed any and all instruments necessary to effectuate the sale, transfer and assignment of the Share to Buyer.

2.5

Company . The Company is duly organized, validly existing and in good standing under the laws of Hong Kong and has full corporate power and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted. The Company is not insolvent, has not been the subject of the filing of a voluntary or involuntary petition to wind-up or any proceedings placing it in receivership, and has not been party to any assignment for the benefit of creditors. The Company, to the best of the Seller’s knowledge, is not required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdiction of its incorporation. The Company does not own, beneficially or otherwise, any shares or other securities of, or any direct or indirect interest of any nature in, any other Entity. The Company has never conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than “Sinotop Group Limited.”

2.6

Subsidiaries . Except as evidenced by the Sinotop VIE Agreements, (a) the Company does not own or control any equity security or other interest of any other corporation, partnership, limited liability company or other business entity; and (b) the Company is not a participant in any joint venture, partnership, limited liability company or similar arrangement. Since its inception, the Company has not consolidated or merged with, acquired all or substantially all of the assets of, or acquired the stock of or any interest in any corporation, partnership, limited liability company or other business entity.

2.7

Charter Documents; Records . The Seller has delivered to (or made available for inspection by) the Buyer accurate and complete copies of: (a) the memorandum and articles of association or other comparable charter documents of the Company, including all amendments thereto; and (b) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the stockholders of the Company, the board of directors of the Company and all committees of the board of directors of the Company. There have been no meetings or other proceedings of the stockholders of the Company, the board of directors of the Company or any committee of the board of directors of the Company that are not fully reflected in such minutes or other records. All of the records of the Company are maintained in accordance with sound and prudent business practices and in the actual possession and direct control of the Company.

2.8

Capitalization . The total authorized share capital of the Company is Ten Thousand Hong Kong Dollars (HK$10,000) consisting of Ten Thousand (10,000) ordinary shares of one Hong Kong Dollar (HK$1.00) each, of which one (1) share is issued and outstanding. The Seller is the sole shareholder of the Company. There is no: (a) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company; (b) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; or (c) contract or other agreement or arrangement under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. There are no outstanding obligations of the Company, actual or contingent, to issue or deliver or to repurchase, redeem or otherwise acquire any shares of the Company. No Person other than the Seller has any right to vote with respect to the sale of the Share to the Buyer or any of the other Transactions.

2.9

Title To Assets . Except for the Sinotop VIE Agreements, the Company owns no assets individually or in the aggregate having a value in excess of US$5,000, including accounts, notes or other amounts receivable, except for cash in an amount no greater than the aggregate principal amount of the loans evidenced by the Convertible Note Agreements.

2.10

Bank Accounts. Each account maintained by or for the benefit of the Company at any bank or other financial institution, including the name of the institution, the name in which the account is maintained, and the names of all individuals authorized to draw on or make withdrawals from such account, are identified on Exhibit 2.10 . There are no safe deposit boxes or similar arrangements maintained by or for the benefit of the Company.

2.11

Intellectual Property . The Company does not own or license any Intellectual Property other than commercially available software having an aggregate value of less than US$1,000. The Company has not received any communications alleging that it has violated or, by conducting its Business, would violate any of the intellectual property rights of any other Person.

2.12	Contracts . The Company is not a party to any material contracts or other agreements, except for the Sinotop VIE Agreements and the Convertible Note Agreements.

2.13	Liabilities . The Company has no Liabilities except as may be reflected in the Sinotop VIE Agreements and the Convertible Note Agreements.

2.14

Compliance with Legal Requirements . The Company has not received, at any time, any notice or other communication (in writing or otherwise) from any Governmental Authority or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement. To the knowledge of the Seller, the Company has complied with all applicable Legal Requirements in the conduct of its Business.

2.15	Governmental Authorizations . There are no authorizations or permits issued by any Governmental Authority which are required for the Company to conduct its business except for routine business licenses under Hong Kong law.

2.16

Tax Matters . The Seller has delivered to (or made available for inspection by) the Buyer accurate and complete copies of all Tax Returns, if any, that have been filed on behalf of or with respect to the Company since its formation. The information contained in such Tax Returns is accurate and complete in all respects. The Company has timely paid all Taxes required to be paid by it and has received no notice or other communication from any Governmental Authority indicating any default, deficiency, penalty or other adverse matter with regard to any Tax owed or purported to be owed by it. The Company has made provision on its books for all Taxes payable by it relating to periods for which no Tax Returns have been filed.

2.17	Employee and Labor Matters . The Company has no employees and has never had any employees.

2.18	Performance of Services . The Company has never provided services for compensation to any other Person.

2.19	Insurance . There is no insurance policy maintained by or at the expense of, or for the direct or indirect benefit of, the Company.

2.20

Related Party Transactions . No Related Party, including the Seller, (a) has any direct or indirect interest of any nature in any of the assets of the Company except for Seller’s ownership of the Share; (b) is, or has at any time been, indebted to the Company; and (c) has any claim or right against the Company; except for the Seller’s spouse’s marital interest, if any, in the assets of the Company and her indirect interest in the rights under the Sinotop VIE Agreements held by reason of her ownership of Beijing Sino Top Scope Technology Co., Ltd., which is a part to the Sinotop VIE Agreements. No event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) directly or indirectly give rise to or serve as a basis for any claim or right in favor of any Related Party against the Company.

2.21

Proceedings . There is no pending Proceeding, and to Seller’s knowledge, no Person has threatened to commence any Proceeding that involves the Company, or which reasonably could be anticipated to prevent, delay, make illegal or otherwise interfere with the consummation of the Transactions, and no condition or circumstance exists which might reasonably be expected to give rise to or serve as a basis for any such Proceeding. No Proceeding has ever been commenced by or against the Company in the past.

2.22	Investment Representations.

(a)

Purchase Entirely for Own Account . The Seller is acquiring the CBBD Shares for his own account and not with a view to the resale or distribution of any part thereof, and the Seller has no present intention of selling or otherwise distributing such CBBD Shares, except in compliance with applicable securities laws.

(b)

Available Information. The Seller has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in CBBD and has had full access to all the information he considers necessary or appropriate to make an informed investment decision with respect to the CBBD Shares.

(c)

Non-Registration. The Seller understands that the CBBD Shares have not been registered under the Securities Act and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the United States Federal Securities Act of 1933, as amended (the “ Securities Act ”) which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Seller’s representations as expressed herein.

(d)

Restricted Securities. The Seller understands that the CBBD Shares are characterized as “restricted securities” under the Securities Act inasmuch as this Agreement contemplates that, if acquired by the Seller pursuant hereto, the CBBD Shares would be acquired in a transaction not involving a public offering. The Seller further acknowledges that if the CBBD Shares are issued to the Seller in accordance with the provisions of this Agreement, such Shares may not be resold without registration under the Securities Act or the existence of an exemption therefrom. The Seller represents that he is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

(e)

Accredited Investor. The Seller is an “accredited Investor” within the meaning of Rule 501 under the Securities Act.

(f)

Legends. It is understood that the CBBD Shares will bear the following legend or one that is substantially similar to the following legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

[THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED PURSUANT TO REGULATION S OF SECURITIES ACT, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE THEREWITH, PURSUANT TO A REGISTRATION UNDER THE ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. IN ADDITION, NO HEDGING TRANSACTION MAY BE CONDUCTED WITH RESPECT TO THESE SECURITIES UNLESS SUCH TRANSACTION IS IN COMPLIANCE WITH THE ACT.

2.23	Orders. There is no Order in effect relating to the Business or assets of the Company to which the Seller, the Company, any Related Party, or any of the assets owned or used by the Company, is subject.

2.24

Non-Contravention; Consents . To the best knowledge of the Seller, neither the Company nor the Seller was, is or will be, required to make any filing with or give any notice to, or to obtain any Consent or authorization from any Governmental Authority from, any Person or Governmental Authority in connection with the execution and delivery of any of the Transaction Documents or the consummation or performance of any of the Transactions.

2.25

Certain Payments. Neither the Seller nor any Person acting for or on behalf of the Company or the Seller has, at any time, directly or indirectly, with respect to the Business of the Company, (a) used the funds of the Seller or the Company, or will use any proceeds from the sale of the Share, to make any unlawful gift or payment to any Governmental Authority, governmental official or employee; or (b) made any payment or given any thing of value to any other Person for the purpose of obtaining business or favorable treatment in securing business.

2.26	Brokers . The Company and the Seller have not agreed or become obligated to pay, and have not taken any action that might result in any Person claiming to be entitled to receive, any brokerage commission, finder’s fee or similar commission or fee in connection with any of the Transactions.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE BUYER

The Buyer represents and warrants, to and for the benefit of the Seller, as follows:

3.1

Authority; Binding Nature of Agreements . The Buyer has the absolute and unrestricted right, power and authority to enter into and perform its obligations under this Agreement, and the execution and delivery of this Agreement by the Buyer have been duly authorized by all necessary action on the part of the Buyer and its board of directors. The Buyer has the absolute and unrestricted right, power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents, all of which have been duly authorized by all necessary action on the part of the Buyer and its board of directors and/or stockholders. This Agreement constitutes the legal, valid and binding obligation of the Buyer, enforceable against it in accordance with its terms. The execution and delivery of this Agreement and the other Transaction Documents will constitute the legal, valid and binding obligations of the Buyer, enforceable against the Buyer in accordance with their terms.

3.2	CBBD Shares. When delivered to the Seller at the Closing, the CBBD Shares will be fully paid and non-assessable and free of any Encumbrances. Buyer has the legal authority to convey to Seller, at the Closing, good and marketable title to the CBBD Shares.

3.3	Brokers . The Buyer has not become obligated to pay, and has not taken any action that might result in any Person claiming to be entitled to receive any brokerage commission, finder’s fee or similar commission or fee in connection with any of the Transactions.

3.4	Capitalization . Attached hereto as Schedule 3.4 is a capitalization table that reflects the capitalization of CBBD as of immediately following the closing of the financing transactions contemplated by Section 4.1(a) hereof.

ARTICLE IV

CONDITIONS TO CLOSING

4.1	Conditions to the Buyer’s Obligation to Close. The Buyer’s obligation to purchase the Share at the Closing is conditioned on the following, unless earlier waived in writing by the Buyer:

(a)

Closing of financing. CBBD will have closed, or will close concurrently with the Closing, one or more equity financings resulting in gross proceeds to CBBD of at least US$9,000,000.

(b)

No Liabilities. As of the Closing Date, the Company will have no Liabilities other than as may be created by the Sinotop VIE Agreements.

(c)

Representations Accurate. All of the representations made by the Seller herein will be materially accurate and correct as of the Closing Date.

(d)

Delivery of Equity Transfer Documents. The Seller shall have delivered to the Buyer the following undated documents in respect of the transfer of 100% equity interest in Beijing Sino Top Scope Technology Co., Ltd. from Zhang Yan, the sole existing shareholder of Beijing Sino Top Scope Technology Co., Ltd., to nominee(s) designated by the Buyer (“ SinoTop BJ Transfer ”),

(i)

three originals of duly executed equity transfer agreement in respect of SinoTop BJ Transfer in the form attached as Exhibit 4.1(d)(i);

(ii)

one original of the resolution of the sole shareholder of Beijing Sino Top Scope Technology Co., Ltd. approving the SinoTop BJ Transfer in the form attached as Exhibit 4.1(d)(ii);

(iii)

one original of Application Form of Change of Industry and Commerce Registration ( 工商登记变更申请表 ) in respect of SinoTop BJ Transfer and other related application documents to effect SinoTop BJ Transfer duly executed by the legal representative of Beijing Sino Top Scope Technology Co., Ltd. and affixed with the company seal of Beijing Sino Top Scope Technology Co., Ltd., to the satisfaction of the Buyer.

ARTICLE V

COVENANTS

5.1	Post-Closing Covenants of the Buyer. As soon as practicable after the Closing, the Buyer will contribute an amount equal to at least 40,000,000 Renminbi (approximately US$6,000,000) to the capital of the Company in exchange for the issuance of additional shares of the Company to the Buyer.

5.2	Post-Closing Covenants of the Seller.

(a)

Establishment of WFOE. The Seller will in good faith assist the Buyer and the Company to establish or complete the establishment of a new wholly foreign-owned enterprise in the People’s Republic of China (the “ Sinotop WFOE ”) owned 100% by the Company or an affiliate of the Company or the Buyer.

(b)

Assignment of Sinotop VIE Agreements. The Seller will in good faith assist the Company in the assignment of the Sinotop VIE Agreements from the Company to the Sinotop WFOE or to another Person designated by Buyer, on the terms contained in the Termination, Assignment and Assumption Agreement in substantially the form attached as Exhibit 5.2(b), or on other terms acceptable to the Buyer and CBBD, and in the completion of the other transactions contemplated by that Agreement, and will procure the execution, delivery and performance thereof by Beijing Sino Top Scope Technology Co., Ltd. and its owner(s).

(c)

Covenant Not to Compete. For a period of five years from and after the Closing Date (the “ Noncompetition Period ”), except as specified in Schedule 5.2 , the Seller will not engage directly or indirectly in any business that the Company, the Buyer or any Affiliate of the Company or the Buyer conducts as of the Closing Date in any geographic area in which the Company, the Buyer or any Affiliate of the Company or the Buyer conducts or plans to conduct business as of the Closing Date; provided , however , that the Seller’s ownership of less than 1% of the outstanding stock of any publicly-traded corporation shall not deem the Seller to be engaged, solely by reason thereof, in any of its businesses. During the Noncompetition Period, the Seller shall not induce or attempt to induce any customer or supplier or Affiliate of the Buyer to terminate its relationship with the Buyer or any Affiliate of the Buyer or to enter into any business relationship to provide or purchase the same or substantially the same services as are provided to or purchased from the business of the Company, the Buyer or any Affiliate of the Company or the Buyer which might harm the Buyer or any Affiliate of the Buyer. During the Noncompetition Period, the Seller shall not, on behalf of any Entity other than the Buyer or an Affiliate of the Buyer, hire or retain, or attempt to hire or retain, in any capacity any person who is, or was at any time during the preceding twelve (12) months, an employee or officer of the Buyer or an Affiliate of the Buyer. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 5.2(c) is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

(d)

Confidentiality and Non-Use . All information and materials relating to the business or operations of CBBD or any of its subsidiaries or Affiliates (the "Group"), including but not limited to any information regarding the Group's business activities, personnel and compensation, financial condition, assets and liabilities, products, services, client identity and information, technical knowledge, trade secrets or confidential information respecting inventions, designs, methods, show-how, know-how, techniques, systems, processes, software, works of authorship, plans and proposals (collectively, the “ Confidential Information ”), shall be kept strictly secret and confidential by the Seller. The Seller agrees to regard and preserve as confidential, all Confidential Information, whether or not it has such Confidential Information in writing, other physical or magnetic form, or such Confidential Information is contained in the Seller's memory. The Seller shall not, and shall cause its agents not to, without written authority from CBBD to do so, directly or indirectly, use for any purpose, nor disclose to any other person or entity, at any time following the Effective Date, except as required by the conditions of the Seller's business relationship with the Group, any Confidential Information. The Seller understands and acknowledges that any disclosure or misappropriation of the Confidential Information in violation of this Section 5.2(d) may cause irreparable harm to the Group, the amount of which may be difficult to ascertain, and therefore agrees that the Group shall have the right to apply to a court of competent jurisdiction for specific performance and/or an order restraining and enjoining any such further disclosure or breach and for such relief as the Group shall deem appropriate. Such right of the Group is to be in addition to the remedies otherwise available to the Group at law or in equity.

(e)

Resignation of Existing Sole Director. At the request of the Buyer, the Seller, as the existing sole director of the Company, will resign from any directorship position in the Company and sign a letter of resignation from the existing sole director of the Company in a form satisfactory to the Buyer.

(f)

Completion of SinoTop BJ Transfer. The Seller shall procure Zhang Yan, the sole shareholder and legal representative of Beijing Sino Top Scope Technology Co., Ltd., and/or other related people to execute and deliver such instruments and other documents, and to take such other actions, as the Buyer may reasonably request for the purpose of carrying out, effecting and completing SinoTop BJ Transfer and the relevant change of management of Beijing Sino Top Scope Technology Co., Ltd., including but not limited to a letter of resignation from the existing director of Beijing Sino Top Scope Technology Co., Ltd. in a form satisfactory to the Buyer.

ARTICLE VI

DISPUTE RESOLUTION

6.1	Friendly Negotiations. The parties will attempt in the first instance to resolve all disputes arising out of or relating to this Agreement (“ Disputes ”) through friendly consultations.

6.2	Commencement of Arbitration. If no mutually acceptable settlement of the dispute is made within the sixty (60) days from the commencement of the settlement negotiation or if any Party refuses to engage in any settlement negotiation, any Party may submit the dispute for arbitration.

6.3

Arbitration. If a Dispute is not resolved by consultations within sixty (60) days after one Party has served written notice on the other Party for the commencement of such consultations, then such dispute will be finally settled and determined by arbitration in Hong Kong under the Arbitration Rules of the United Nations Commission on International Trade Law by arbitrators appointed in accordance with such rules. The arbitration and appointing authority will be the Hong Kong International Arbitration Centre (“ HKIAC ”). The arbitration will be conducted by a panel of three arbitrators, one chosen by Buyer, one chosen by Seller, and the third by agreement of the Parties; failing agreement within 30 days of commencement of the arbitration proceeding, the HKIAC will appoint the third arbitrator. The proceedings will be confidential and conducted in English. The arbitral tribunal will have the authority to grant any equitable and legal remedies that would be available in any judicial proceeding instituted to resolve a disputed matter, and its award will be final and binding on the parties. The arbitral tribunal will determine how the parties will bear the costs of the arbitration. Notwithstanding the foregoing, each party will have the right at any time to immediately seek injunctive relief, an award of specific performance or any other equitable relief against the other party in any court or other tribunal of competent jurisdiction. During the pendency of any arbitration or other proceeding relating to a Dispute between the parties, the parties will continue to exercise their remaining respective rights and fulfill their remaining respective obligations under this Agreement, except with regard to the matters under dispute.

ARTICLE VII

MISCELLANEOUS

7.1

Further Assurances . Each Party will execute and/or cause to be delivered to each other Party such instruments and other documents, and will take such other actions, as such other Party may reasonably request (prior to, at or after the Closing) for the purpose of carrying out or evidencing any of the Transactions.

7.2

Survival. The representations, warranties, covenants and agreements made herein shall survive any investigation made by Buyer and the closing of the Transactions. All statements as to factual matters contained in any certificate or other instrument delivered by or on behalf of the Seller pursuant hereto in connection with the Transactions shall be deemed to be representations and warranties by the Seller solely as of the date of such certificate or instrument.

7.3	Fees and Expenses . Without prejudice to Section 1.6, each Party will bear its own fees and expenses incurred in connection with the negotiation, execution and performance of its obligations under the Transaction Documents.

7.4

Notices . Any notice or other communication required or permitted to be delivered to any Party will be in writing and will be deemed properly delivered, given and received upon dispatch by hand, registered mail, courier or express delivery service with receipt confirmed by signature of the addressee, to the address set forth beneath the name of such Party below (or to such other address as such Party may specify in a written notice given to the other Parties):

If to Seller:		Weicheng Liu 88 East 4th Ring Road North Greenlake Place Building 8, Unit 2-1003 Beijing, China 100025 Fax number: +86 10 5928 2120
If to the Buyer:		China Broadband Ltd. c/o China Broadband, Inc. 1900 Ninth Street, 3 rd Floor Boulder, Colorado 80302 Attention: Marc Urbach Fax Number: (303) 449.7799

With Copies to:		Pillsbury Winthrop Shaw Pittman LLP 2300 N Street, N.W. Washington, DC 20037 Attention : Louis A. Bevilacqua, Esq. Fax Number: (202) 663.8007

7.5	Time of The Essence . Time is of the essence of this Agreement.

7.6

Headings and Usage . The headings contained in this Agreement are for convenience of reference only, will not be deemed to be a part of this Agreement and will not be referred to in connection with the construction or interpretation of this Agreement. For purposes of this Agreement: (a) the words “include” and “including” will be taken to include the words, “without limitation;” (b) a Person will be deemed to have “knowledge” of a particular fact or other matter if any Representative of such Person has knowledge of such fact or other matter; and (c) whenever the context requires, the singular number will include the plural, and vice versa; and each of the masculine, feminine and neuter genders will refer to the others.

7.7	Counterparts . This Agreement may be executed in several counterparts, each of which will constitute an original and all of which, when taken together, will constitute one agreement.

7.8

Governing Law . This Agreement, including all matters of construction, validity and performance, will in all respects be governed by, and construed in accordance with, the laws of Hong Kong (without giving effect to principles relating to conflict of laws). This Agreement is written in English and the English language will govern this Agreement.

7.9

Successors and Assigns; Parties in Interest . Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto and shall inure to the benefit of and be enforceable by each Person who shall be a holder of the Share from time to time.

7.10	Assignment. Neither Party may assign any of its rights or delegate any of their obligations under this Agreement without the other Party’s prior written consent.

7.11	Amendments . This Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument duly executed and delivered on behalf of all Parties.

7.12	Severability. In case any provision of the Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

7.13	Entire Agreement. The Transaction Documents set forth the entire understanding of the parties relating to the subject matter thereof and supersede all prior agreements and understandings among or between any of the parties relating to the subject matter thereof.

7.14

Confidentiality . Each Party agrees that, except with the prior written consent of the other Party, it shall at all times keep confidential and not divulge, furnish or make accessible to anyone any confidential information, knowledge or data concerning or relating to the business or financial affairs of the other Parties to which such Party has been or shall become privy by reason of this Agreement, discussions or negotiations relating to this Agreement, the performance of its obligations hereunder or the ownership of the Share purchased hereunder. The provisions of this Section 7.14 shall be in addition to, and not in substitution for, the provisions of any separate nondisclosure agreement executed by the Parties.

[Remainder of Page Intentionally Left Blank]

In Witness Whereof , the Parties have caused this Ordinary Share Purchase Agreement to be executed and delivered as of the date first set forth above.

“SELLER”		“BUYER”

Weicheng Liu, an individual		China Broadband, Ltd., a Cayman Islands company

		By:
		Name: Marc Urbach
		Its: President

		“CBBD”
		China Broadband, Inc., a Nevada company

		By:
		Name: Marc Urbach
		Its: President

Appendix A

CERTAIN DEFINITIONS

For purposes of the Agreement (including this Appendix A):

“Agreement” means the Ordinary Share Purchase Agreement to which this Appendix A is attached, as it may be amended from time to time.

“ A ffiliate ” means, as to any Person, any other Person which directly or indirectly controls, or is under common control with, or is controlled by, such Person. As used in this definition, "control" shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise); provided , that, beneficial ownership of 10% or more of the voting securities (or the equivalents) of a Person shall be deemed to be control. With respect to any Person who is an individual, "Affiliates" shall mean such individual's spouse and descendants (whether natural or adopted) and any trust solely for the benefit of such individual and/or such individual's spouse, their respective ancestors and/or descendants (whether natural or adopted).

“Business” means the business or commercial activities carried out by the Company as of the Effective Date.

“Buyer” is defined in the Preamble to the Agreement.

“CBBD” is defined in the Preamble to the Agreement.

“CBBD Shares” is defined in Section 1.2.

“Closing” and “Closing Date” are defined in Section 1.3.

“Company” is defined in Recital A.

“Convertible Note Agreements” means (a) that certain Note Purchase Agreement dated as of March 9, 2010, by and between the Buyer and the Company, and the other documents and instruments contemplated therein; and (b) that certain Note Purchase Agreement dated as of June 24, 2010, between and among the Company, Chardan SPAC Asset Management LLC, and Steven Oliveira, and the other documents and instruments contemplated therein.

“Disputes” is defined in Section 6.1.

“Effective Date” is defined in the Preamble to the Agreement.

“Encumbrance” means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, equity, trust, equitable interest, claim, preference, right of possession, lease, tenancy, license, encroachment, covenant, infringement, interference, Order, proxy, option, right of first refusal, preemptive right, community property interest, legend, defect, impediment, exception, reservation, limitation, impairment, imperfection of title, condition or restriction of any nature (including any restriction on the transfer of any asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset).

“Entity” means any corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, cooperative, foundation, society, political party, union, company (including any limited liability company or joint stock company), firm or other enterprise, association, organization or entity.

“ Governmental Authority ” means any: (a) nation, principality, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; (c) governmental or quasi-governmental authority of any nature (including any governmental division, subdivision, department, agency, bureau, branch, office, commission, council, board, instrumentality, officer, official, representative, organization, unit, body or Entity and any court or other tribunal); (d) multi-national organization or body; or (e) individual, Entity or body exercising, or entitled to exercise, any executive, legislative, judicial, administrative, regulatory, police, military or taxing authority or power of any nature.

“Intellectual Property” means any patent, patent application, trademark (whether registered or unregistered and whether or not relating to a published work), trademark application, trade name, fictitious business name, service mark (whether registered or unregistered), service mark application, copyright (whether registered or unregistered), copyright application, maskwork, maskwork application, trade secret, know-how, franchise, system, computer software, invention, design, blueprint, proprietary product, technology, proprietary right, and improvement on or to any of the foregoing, or any other intellectual property right or intangible asset.

“Legal Requirement” means any national (or federal), provincial, state, local, municipal, foreign or other constitution, law, statute, legislation, principle of common law, resolution, ordinance, code, edict, decree, proclamation, treaty, convention, rule, regulation, ruling, directive, pronouncement, requirement, specification, determination, decision, opinion or interpretation issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into effect by or under the authority of any Governmental Authority.

“Liability” means any debt, obligation, duty or liability of any nature (including any unknown, undisclosed, unmatured, unaccrued, unasserted, contingent, indirect, conditional, implied, vicarious, derivative, joint, several or secondary liability), regardless of whether such debt, obligation, duty or liability would be required to be disclosed on a balance sheet prepared in accordance with generally accepted accounting principles and regardless of whether such debt, obligation, duty or liability is immediately due and payable.

“Order” means any: (a) order, judgment, injunction, edict, decree, ruling, pronouncement, determination, decision, opinion, verdict, sentence, subpoena, writ or award issued, made, entered, rendered or otherwise put into effect by or under the authority of any court, administrative agency or other Governmental Body or any arbitrator or arbitration panel; or (b) Contract with any Governmental Body entered into in connection with any Proceeding.

“Party” and “Parties” are defined in the Preamble to the Agreement.

“Person” means any individual, Entity or Governmental Authority.

“Proceeding” means any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding and any informal proceeding), prosecution, contest, hearing, inquiry, inquest, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Authority or any arbitrator or arbitration panel.

“Related Party” – each of the following is a “Related Party”: (a) each individual who is, or who has at any time been, an officer of the Company; (b) each member of the family of each of the individuals referred to in clause “(a)” above; and (c) any Entity (other than the Company) in which any one of the individuals referred to in clauses “(a)” and “(b)” above holds or held (or in which more than one of such individuals collectively hold or held), beneficially or otherwise, a controlling interest or a material voting, proprietary or equity interest.

“Securities Act” is defined in Section 2.22(c).

“Seller” is defined in the Preamble to the Agreement.

“Share” is defined in Recital A.

“Sinotop VIE Agreements” means the following agreements:

Management Services Agreement, dated as of March 9, 2010, by and between Beijing Sino Top Scope Technology Co., Ltd. and Sinotop Group Limited.

Option Agreement, dated as of March 9, 2101, between and among Beijing Sino Top Scope Technology Co., Ltd., Sinotop Group Limited, and Zhang Yan as the sole shareholder of Beijing Sino Top Scope Technology Co., Ltd.

Equity Pledge Agreement, dated as of March 9, 2010, between and among Beijing Sino Top Scope Technology Co., Ltd., Sinotop Group Limited, and Zhang Yan as the sole shareholder of Beijing Sino Top Scope Technology Co., Ltd.

Voting Rights Proxy Agreement, dated as of March 9, 2010, between and among Beijing Sino Top Scope Technology Co., Ltd., Sinotop Group Limited, and Zhang Yan as the sole shareholder of Beijing Sino Top Scope Technology Co., Ltd.

“Sinotop WFOE” is defined in Section 5.2(a).

“Taxes” means with respect to any Person, (a) all income taxes (including any tax on or based upon net income, gross income, income as specially defined, earnings, profits or selected items of income, earnings or profits) and all gross receipts, sales, use, ad valorem, transfer, franchise, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property or windfall profits taxes, alternative or add-on minimum taxes, customs duties and other taxes, fees, assessments or charges of any kind whatsoever, together with all interest and penalties, additions to tax and other additional amounts imposed by any taxing authority (domestic or foreign) on such Person (if any) and (b) any liability for the payment of any amount of the type described in the clause (a) above as a result of being a “transferee” of another entity or a member of an affiliated or combined group, and “ Tax ” will have the correlative meaning.

“Tax Return” means any return (including any information return), report, statement, declaration, estimate, schedule, notice, notification, form, election, certificate or other document or information that is, has been or may in the future be filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Legal Requirement relating to any Tax.

“Transactions” means the sale and purchase of the Share and the other transactions contemplated by this Agreement.

“Transaction Documents” means this Agreement and all other agreements, instruments and other documents contemplated to be executed, delivered or performed as set forth herein.

Exhibit 1.1(a)(iii)

EMPLOYMENT AGREEMENT

(attached)

Exhibit 1.1(a)(iv)

FORM OF

INSTRUMENT OF TRANSFER

Weicheng Liu (hereinafter called the “Transferor”), in consideration of Ninety Million Seven Hundred Seventy Seven Thousand Two Hundred Ninety Eight (90,777,298) shares of common stock of China Broadband, Inc. delivered to him by China Broadband Ltd. (hereinafter called “the said Transferee”), does hereby transfer to the said Transferee the one (1) share numbered 1 standing in his name in the Register of Sinotop Group Limited, to hold unto the said Transferee or its Assigns, subject to the several conditions upon which it holds the same at the time of execution hereof. And the said Transferee does hereby agree to take the said Share subject to the same conditions.

Witness our hands this date, June 30 , 2010:

Witness to the signature of the Transferor			)

Signature:			)
Name:			)
Address:			)


	(Transferor Signature)

Witness to the signature of the Transferee			)

Signature:			)
Name:			)
Address:			)


	(Transferee Signature)

Exhibit 1.1(a)(iv)

FORM OF SOLD NOTE

The undersigned hereby confirms having this day sold to China Broadband Ltd., one (1) share of Sinotop Group Limited in consideration for Ninety Million Seven Hundred Seventy Seven Thousand Two Hundred Ninety Eight (90,777,298) shares of the common stock of China Broadband, Inc.

Dated: June 30, 2010

	WEICHENG LIU

FORM OF BOUGHT NOTE

The undersigned hereby confirms having this day bought from Weicheng Liu one (1) share of Sinotop Group Limited, in consideration for Ninety Million Seven Hundred Seventy Seven Thousand Two Hundred Ninety Eight (90,777,298) shares of the common stock of China Broadband, Inc.

Dated: June 30, 2010

	CHINA BROADBAND LTD.

	By:
	Name: Marc Urbach
	Title:

Exhibit 1.1(a)(vi)

Board Resolutions

Exhibit 1.1(a)(xi)

Consent of Spouse

(attached)

Exhibit 2.10

Bank Accounts

(to be supplied by Seller)

Exhibit 5.2(b)

Termination, Assignment and Assumption Agreement

(attached)

SCHEDULE 3.4

CAPITALIZATION

The authorized capital stock of the Company consists of 95,000,000 shares of common stock, $0.001 par value, and 5,000,000 shares of undesignated preferred stock, $0.001 par value. As of the date hereof (a) 65,086,152 shares of the Company’s common stock are issued and outstanding, (b) no shares of preferred stock are issued and outstanding, (c) no shares of the Company’s common stock or preferred stock are held by the Company in its treasury, (d) no shares of the Company’s common stock or preferred stock area issuable pursuant to a Company stock plan, (e) an aggregate of 17,192,300 shares of the Company’s common stock are issuable and reserved for issuance pursuant to outstanding options and warrants.

Attention is called to the Common Stock Financing referred to in Section 7.15, the Debt Conversion, and the Series B Financing referred to in Section 7.16.

Current Capitalization Table

			Common		Warrants*		Options		Fully Diluted		Common%
Current Shareholders				61,986,152		10,246,467		317,500		72,550,119		95.2	%
Oliveira Common				3,100,000		-		-		3,100,000		4.8	%
Oliveira Convertible Debt		2,133,400				2,666,667		-		2,666,667		0.0	%
Convertible Debt		3,142,752				3,961,666		-		3,961,666		0.0	%
Total	$	5,276,152		65,086,152		16,874,800		317,500		82,278,452		100	%

Post Raise Capitalization Table

			Common		Warrants		Options		Fully Diluted			Common%
Current Shareholders				61,986,152		10,246,467		317,500		72,550,119			13.7	%
Converted Debt		3,142,752		62,855,040		66,816,706		-		129,671,746	b		13.8	%
New Investors		2,625,000		52,500,000		52,500,000		-		105,000,000	c		11.6	%
Preffered A		3,500,000		70,000,000		240,000,000		40,000,000		350,000,000	a		15.4	%
SM Deal Terms		500,000		10,000,000		10,000,000		-		20,000,000			2.2	%
Preffered B		2,400,000		48,000,000		48,000,000		-		96,000,000			10.6	%
Oliveira Loan Conversion		600,000		12,000,000		36,000,000		-		48,000,000	a		2.6	%
Oliveira Converted Debt		2,133,400		42,666,000		42,666,000		-		85,336,000	b		9.4	%
Oliveira Common				3,100,000		2,666,667		-		5,766,667			0.7	%
Officers						-		80,000,000		80,000,000			0.0	%
Agents				-		5,250,000		-		5,250,000	a		0.0	%
Sinotop				90,777,298		128,536,960		30,079,375		249,393,633	d		20.0	%

Total	$	14,901,152		453,886,490		642,684,800		150,396,875		1,246,968,165			100	%

a	cashless, non-callable

b	assumes 100% debt conversion (50% required)

c	assumes $9,625,000 raise

This capitalization table reflects the maximum number of shares that will be issuable immediately upon consummation of the offering. While a final determination has not been made regarding the number of shares issuable to Sinotop, the number above reflects the maximum possible number. In addition, Sinotop requires that the Sinotop Acquisition Agreements number above include and earn-out provision such that, in the event that Sinotop achieves certain mutually agreed upon milestones, Sinotop could receive additional shares of common stock and warrants equal to a maximum of 5% of the number of shares of common stock and warrants identified above. Based on the above maximum numbers, the earn-out would result in the issuance of an additional 22,694,325 shares of common stock and 32,134,240 warrants to Sinotop.

SCHEDULE 5.2

EXCEPTIONS TO NON-COMPETE

The Seller is the sole shareholder of Codent Networks (Shanghai) Co. Ltd. (“ 科顿网络通讯技术（上海）有限公司 ”), a wholly foreign owned enterprise incorporated in Shanghai, China with a registered capital of USD$710,000. The company’s main business is to develop and market mobile software solutions and services. It is engaging with Xinhua Mobile TV Co. on mobile streaming video service and with China Telecom on mobile payment and other mobile phone based services to mobile consumers and enterprise customers.

Codent’s business existed prior to the Seller employment agreement with CBBD. Some of Codent’s business, for example, the mobile streaming video and mobile payment, may be considered similar in nature with CBBD’s video-on-demand and pay-per-view services in the mobile space.

The Seller is not involved in Codent’s operation or management, and less than 10% of the Seller’s time is spent serving as the sole shareholder, legal representative and chairperson of the company.

Nevada		20-1778374
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
incorporation or organization)

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company x

PART I	-	FINANCIAL INFORMATION	3

Item 1.		Financial Statements	3
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3		Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.		Controls and Procedures	26

PART II	-	OTHER INFORMATION	27

Item 1.		Legal Proceedings	27
Item 1A.		Risk Factors	27
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3.		Defaults Upon Senior Securities	27
Item 4.		Removed and Reserved	27
Item 5.		Other Information	27
Item 6.		Exhibits	27
Signatures			28

	June 30,			December 31,
	2010			2009
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,606,943		$	2,190,494
Marketable equity securities, available for sale		47,875			47,244
Accounts receivable, net		175,416			213,713
Inventory		441,722			455,492
Prepaid expense		518,602			237,704
Loan receivable from related party		291,191			289,974
Amounts due from shareholders		695,758			168,907
Other current assets		67,733			78,478
Total current assets		3,845,240			3,682,006

Property and equipment, net		5,486,242			7,362,641
Intangible assets, net		3,158,624			4,294,614
Other assets		384,008			430,561
Total assets	$	12,874,114		$	15,769,822

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	1,826,861		$	1,350,076
Accrued expenses		1,893,027			1,839,272
Deferred revenue		1,512,882			1,637,283
Deferred tax liability		281,626			281,626
Convertible notes payable		454,916			304,853
Warrant liabilities		755,404			819,150
Loan payable		398,960			398,960
Loan payable to beneficial owner		20,000			-
Payable to Shandong Media		-			145,679
Payable to Jinan Parent		133,814			152,268
Other current liabilities		480,599			378,847
Total current liabilities		7,758,089			7,308,014

Convertible notes payable		4,715,331			4,665,306
Deferred tax liability and uncertain tax position liability		194,467			454,578
Total liabilities		12,667,887			12,427,898

Commitments and Contingencies

Shareholders' equity
Preferred stock, $.001 par value; 5,000,000 shares authorized, no shares issued and outstanding		-			-
Common stock, $.001 par value; 95,000,000 shares authorized, 65,414,515 and 64,761,396 issued and outstanding		65,415			64,762
Additional paid-in capital		15,150,032			14,901,493
Accumulated deficit		(19,438,701	)		(17,215,041	)
Accumulated other comprehensive income		750,263			331,283
Total China Broadband shareholders' deficit		(3,472,991	)		(1,917,503	)
Noncontrolling interests		3,679,218			5,259,427

Total shareholders' equity		206,227			3,341,924

Total liabilities and shareholders' equity	$	12,874,114		$	15,769,822

	Three Months Ended						Six Months Ended
	June 30,			June 30,			June 30,			June 30,
	2010			2009			2010			2009
				(Restated)						(Restated)

Revenue	$	1,817,306		$	1,989,517		$	3,692,987		$	3,938,927
Cost of revenue		1,035,276			1,102,915			2,109,084			2,276,796
Gross profit		782,030			886,602			1,583,903			1,662,131

Selling, general and adminstrative expenses		616,133			740,878			1,339,403			1,458,806
Professional fees		381,271			181,901			550,036			292,397
Depreciation and amortization		957,314			904,824			1,902,758			1,736,131

Loss from operations		(1,172,688	)		(941,001	)		(2,208,294	)		(1,825,203	)

Interest & other income / (expense)
Interest income		929			1,926			2,290			5,384
Interest expense		(182,313	)		(89,664	)		(273,548	)		(177,048	)
Change in fair value of warrant liabilities		21,932			(626,978	)		63,746			(1,240,787	)
Gain (loss) on sale of securities		1,350			(10,283	)		1,350			(30,635	)
Impairment of intangibles		(900,000	)		-			(900,000	)		-
Impairment of equipment		(750,000	)		-			(750,000	)		-
Other		(1,298	)		53			476			(275	)

Net loss before income taxes and noncontrolling interest		(2,982,088	)		(1,665,947	)		(4,063,980	)		(3,268,564	)

Income tax benefit		246,383			14,680			260,111			29,360

Net loss, net of tax		(2,735,705	)		(1,651,267	)		(3,803,869	)		(3,239,204	)

Plus: Net loss attributable to noncontrolling interests		1,316,554			138,657			1,580,209			384,246

Net loss attributable to China Broadband shareholders	$	(1,419,151	)	$	(1,512,610	)	$	(2,223,660	)	$	(2,854,958	)

Net income (loss) per share
Basic	$	(0.02	)	$	(0.02	)	$	(0.03	)	$	(0.05	)
Diluted	$	(0.02	)	$	(0.02	)	$	(0.03	)	$	(0.05	)

Weighted average shares outstanding
Basic		65,089,760			62,621,651			64,926,485			56,290,826
Diluted		65,089,760			62,621,651			64,926,485			56,290,826

											Accumulated			China
					Additional						Other			Broadband
	Common		Par		Paid-in			Accumulated			Comprehensive			Shareholders'			Noncontrolling			Total			Comprehensive
	Shares		Value		Capital			Deficit			Income(loss)			(Deficit)/Equity			Interest			Equity			Loss

Balance December 31, 2008		50,585,455	$	50,586	$	13,372,359		$	(12,200,289	)	$	320,858		$	1,543,514		$	6,637,631		$	8,181,145

Cumulative effect of accounting change for warrants - reclassification of warrants to warrant liabilities		-		-		(731,496	)		424,373			-			(307,123	)		-			(307,123	)

Shandong Media valuation adjustment		-		-		-			-			-			-			(275,448	)		(275,448	)

Shares issued as payment for convertible note interest		921,043		921		259,637			-			-			260,558			-			260,558

Stock option compensation expense		-		-		33,656			-			-			33,656			-			33,656

Shares issued for AdNet acquisition		11,254,898		11,255		1,676,980			-			-			1,688,235			-			1,688,235

Costs related to stock issued for AdNet acquisition		-		-		(3,622	)		-			-			(3,622	)					(3,622	)

Shares issued for cash		2,000,000		2,000		298,000			-			-			300,000			-			300,000

Costs related to stock issued for cash		-		-		(4,021	)		-			-			(4,021	)		-			(4,021	)

Comprehensive loss:
Net loss		-		-		-			(5,439,125	)		-			(5,439,125	)		(1,102,756	)		(6,541,881	)	$	(5,439,125	)
Foreign currency translation adjustments		-		-		-			-			28,345			28,345			-			28,345			28,345

Unrealized loss on marketable equity securities		-		-		-			-			(17,920	)		(17,920	)		-			(17,920	)		(17,920	)

Balance December 31, 2009		64,761,396	$	64,762	$	14,901,493		$	(17,215,041	)	$	331,283		$	(1,917,503	)	$	5,259,427		$	3,341,924		$	(5,428,700	)

Shares issued as payment for convertible note interest		653,119		653		131,982			-			-			132,635			-			132,635

Stock option compensation expense		-		-		26,557			-			-			26,557			-			26,557

Interest expense related to discount and beneficial convertible features in connection with convertible note and warrants issuance		-		-		90,000			-			-			90,000			-			90,000

Comprehensive loss:
Net loss		-		-		-			(2,223,660	)		-			(2,223,660	)		(1,580,209	)		(3,803,869	)	$	(2,223,660	)
Foreign currency translation adjustments		-		-		-			-			410,349			410,349			-			410,349			410,349

Unrealized gain on marketable equity securities		-		-		-			-			8,631			8,631			-			8,631			8,631

Balance June 30, 2010		65,414,515	$	65,415	$	15,150,032		$	(19,438,701	)	$	750,263		$	(3,472,991	)	$	3,679,218		$	206,227		$	(1,804,680	)

	June 30, 2010
	Fair Value Measurements
	Level 1		Level 2		Level 3		Total Fair Value
Assets
Available-for-sale securities	$	47,875	$	-	$	-	$	47,875
Liabilities
Fair value of warrants	$	-	$	-	$	755,404	$	755,404

	December 31, 2009
	Fair Value Measurements
	Level 1		Level 2		Level 3		Total Fair Value
Assets
Available-for-sale securities	$	47,244	$	-	$	-	$	47,244
Liabilities
Fair value of warrants	$	-	$	-	$	819,150	$	819,150

	Balance at				Amortization/					Balance at
	December 31,				Impairment			Other		June 30,
	2009		Additions		Charge			Changes		2010
Amortized intangible assets:
Service agreement	$	1,483,762	$	-	$	(43,360	)	$	-	$	1,440,402
Publication rights		824,812		-		(354,116	)		-		470,696
Customer relationships		183,730		-		(82,307	)		-		101,423
Operating permits		1,234,583		-		(530,045	)		-		704,538
Software technology		567,727		-		(126,162	)		-		441,565
Total amortized intangible assets	$	4,294,614	$	-	$	(1,135,990	)	$	-	$	3,158,624

	Jinan		Shandong		AdNet
Years ending December 31,	Broadband		Media		Media		Total
2010 (six months)	$	43,360	$	88,985	$	126,162	$	258,507
2011		86,720		177,969		252,323		517,012
2012		86,720		177,969		63,081		327,770
2013		86,720		177,969		-		264,689
2014		86,720		177,969		-		264,689
Thereafter		1,050,161		475,796		-		1,525,957
Total amortization to be recognized	$	1,440,401	$	1,276,657	$	441,566	$	3,158,624

	Number of
	Warrants		Exercise		Expiration
Name	Issued		Price		Date
Share Exchange Consulting Warrants		4,474,800	$	0.60	1/11/2013
2007 Private Placement Broker Warrants		640,000	$	0.60	1/11/2013
2007 Private Placement Investor Warrants		4,000,000	$	2.00	1/11/2013
January 2008 Financing Class A Warrants		6,628,333	$	0.60	6/11/2013
January 2008 Financing Broker Warrants		1,131,667	$	0.50	6/11/2013
April 2010 Financing Investor Warrants		1,000,000	$	0.05	4/14/2015
		17,874,800

	3 Months Ended						Amount			%
	June 30,			June 30,			Increase /			Increase /
	2010			2009			(Decrease)			(Decrease)

Revenue	$	1,817,000		$	1,989,000		$	(172,000	)		-9	%
Cost of revenue		1,035,000			1,103,000			(68,000	)		-6	%
Gross profit		782,000			886,000			(104,000	)		-12	%

Selling, general and adminstrative expenses		616,000			741,000			(125,000	)		-17	%
Professional fees		381,000			182,000			199,000			109	%
Depreciation and amortization		957,000			905,000			52,000			6	%

Loss from operations		(1,172,000	)		(942,000	)		(230,000	)		24	%

Interest & other income / (expense)
Interest income		1,000			2,000			(1,000	)		-50	%
Interest expense		(182,000	)		(90,000	)		(92,000	)		102	%
Change in fair value of warrant liabilities		22,000			(627,000	)		649,000			-
Gain (loss) on sale of securities		1,000			(10,000	)		11,000			-110	%
Impairment of intangibles		(900,000	)		-			(900,000	)		-
Impairment of equipment		(750,000	)		-			(750,000	)		-
Other		(2,000	)		-			(2,000	)		-

Loss before income taxes and noncontrolling interests		(2,982,000	)		(1,667,000	)		(1,315,000	)		79	%

Income tax benefit		246,000			15,000			231,000			1540	%

Net loss, net of tax		(2,736,000	)		(1,652,000	)		(1,084,000	)		66	%

Net loss attributable to noncontrolling interests		1,317,000			139,000			1,178,000			847	%

Net loss attributable to China Broadband shareholders	$	(1,419,000	)	$	(1,513,000	)	$	94,000			-6	%

	6 Months Ended						Amount			%
	June 30,			June 30,			Increase /			Increase /
	2010			2009			(Decrease)			(Decrease)

Revenue	$	3,693,000		$	3,939,000		$	(246,000	)		-6	%
Cost of revenue		2,109,000			2,277,000			(168,000	)		-7	%
Gross profit		1,584,000			1,662,000			(78,000	)		-5	%

Selling, general and adminstrative expenses		1,339,000			1,459,000			(120,000	)		-8	%
Professional fees		550,000			292,000			258,000			88	%
Depreciation and amortization		1,903,000			1,736,000			167,000			10	%

Loss from operations		(2,208,000	)		(1,825,000	)		(383,000	)		21	%

Interest & other income / (expense)
Interest income		2,000			5,000			(3,000	)		-60	%
Interest expense		(274,000	)		(176,000	)		(98,000	)		56	%
Change in fair value of warrant liabilities		64,000			(1,241,000	)		1,305,000			-105	%
Gain (loss) on sale of securities		1,000			(31,000	)		32,000			-103	%
Impairment of intangibles		(900,000	)		-			(900,000	)		-
Impairment of equipment		(750,000	)		-			(750,000	)		-
Other		1,000			-			1,000			-

Loss before income taxes and noncontrolling interest		(4,064,000	)		(3,268,000	)		(796,000	)		24	%

Income tax benefit		260,000			29,000			231,000			797	%

Net loss, net of tax		(3,804,000	)		(3,239,000	)		(565,000	)		17	%

Plus: Net loss attributable to noncontrolling interests		1,580,000			384,000			1,196,000			311	%

Net loss attributable to China Broadband shareholders	$	(2,224,000	)	$	(2,855,000	)	$	631,000			-22	%

Exhibit No.		Description
3.1		Amended and Restated Bylaws of the Company
3.2		Certificate of Designations of Preferences, Rights and Limitations of Series A Preferred Stock
3.3		Certificate of Designations of Preferences, Rights and Limitations of Series B Preferred Stock
4.1		Form of Warrant issued pursuant to the Securities Purchase Agreement dated May 20, 2010
4.2		Form of Warrant issued pursuant to the Series A Securities Purchase Agreement dated May 20, 2010, as amended on July 30, 2010.
4.3		Form of Warrant issued pursuant to the Series B Securities Purchase Agreement dated May 20, 2010.
4.4		Form of Registration Rights Agreement dated July 30, 2010 pursuant to the Securities Purchase Agreement dated May 20, 2010.
4.5		Registration Rights Agreement dated July 30, 2010 between the Company and Shane McMahon.
4.6		Registration Rights Agreement dated July 30, 2010 pursuant to the Series B Securities Purchase Agreement dated May 20, 2010.
10.1		Form of Securities Purchase Agreement dated May 20, 2010
10.2		Form of Series A Securities Purchase Agreement, dated May 20, 2010
10.3.		Form of Series B Securities Purchase Agreement dated May 20, 2010.
10.4		Form of Waiver and Agreement to Convert, dated May 20, 2010
10.5		Form of Waiver and Agreement to Convert, dated May 20, 2010
10.6		Loan Cancellation Agreement, dated May 20, 2010, between the Company and Steven Oliveira
10.7		Loan Cancellation and Note Assignment Agreement, dated June 24, 2010, between the Company and Chardan SPAC Asset Management LLC
10.8		First Amendment to Series A Securities Purchase Agreement, dated July 30, 2010
10.9		Employment Agreement, dated July 30, 2010 between the Company and Shane McMahon
10.10		Employment Agreement, dated July 30, 2010 between the Company and Weicheng Liu
10.11		Employment Agreement, dated July 30, 2010 between the Company and Marc Urbach
10.12		Employment Agreement, dated July 30, 2010 between the Company and Clive Ng
10.13		Ordinary Share Purchase Agreement, dated July 30, 2010, among the Company, China Broadband Ltd. and Weicheng Liu
31.1		Certification by Chief Executive Officer pursuant to Sarbanes Oxley Section 302.
31.2		Certification by Chief Financial Officer pursuant to Sarbanes Oxley Section 302.
32.1		Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350.
32.2		Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350.

	CHINA BROADBAND, INC

	By:	/s/ Marc Urbach
		Name: Marc Urbach
		Title: President (Principal Executive Officer, Principal Accounting Officer and Principal Financial Officer)

	June 30,			December 31,
	2010			2009

Furniture and office equipment	$	1,016,000		$	984,000
Headend facilities and machinery		14,672,000			14,172,000
Vehicles		30,000			30,000
Total property and equipment		15,718,000			15,186,000
Less: accumulated depreciation		(9,482,000	)		(7,823,000	)
Less: impairment charge		(750,000	)		-
Net carrying value	$	5,486,000		$	7,363,000

Depreciation expense	$	1,620,000		$	1,509,000

	June 30,	December 31,
	2010	2009
Risk-free interest rate	1.17%	1.50%
Expected volatility	295.69%	309.62%
Expected life (in years)	2.95 years	3.4 years
Expected dividend yield	0	0

Initial Holder: [ ]	Original Issue Date: ____________, 2010
	No. of Shares Subject to Warrant: [ ]
	Exercise Price Per Share: $0.05
	Expiration Time: 5:00 p.m., New York City time, on ________, 2015

Initial Holder: Shane McMahon	Original Issue Date: July 30, 2010
	No. of Shares Subject to Warrant: 240,000,000
	Exercise Price Per Share: $0.05
	Expiration Time: 5:00 p.m., New York City time, on June 30, 2015

COMPANY:

CHINA BROADBAND, INC.

By:
	Name:
	Title:

INVESTORS:

The Investors executing the Signature Page in the form attached hereto as Annex A and delivering the same to the Company or its agents shall be deemed to have executed this Agreement and agreed to the terms hereof.

LEAD PLACEMENT AGENT:

CHARDAN CAPITAL MARKETS, LLC

By:
	Name:
	Title:

Name and Address, Fax No. and Social Security No./EIN of Investor:







Fax No.:

If a partnership, corporation, trust or other business entity:

By:
	Name:
	Title:

	Very truly yours,

	CHINA BROADBAND, INC.

	By:
		Name: Marc Urbach
		Title: President

	COMPANY:

	CHINA BROADBAND INC.

	By:	_________________________________
		Name:
		Title:

	INVESTORS:

	The Investors executing the Signature Page in the form attached hereto as Annex A and delivering the same to the Company or its agents shall be deemed to have executed this Agreement and agreed to the terms hereof.

	LEAD PLACEMENT AGENT:

	CHARDAN CAPITAL MARKETS, LLC

	By:	_________________________________
		Name:
		Title:

	Name and Address, Fax No. and Social Security No./EIN of Investor:
	________________________________________________ ________________________________________________ ________________________________________________ Fax No.: _________________________________________ Soc. Sec. No./EIN: _________________________________

	If a partnership, corporation, trust or other business entity:
	By: __________________________________
	Name:
	Title:

	If an individual:
	__________________________ Signature

	Total Purchase Price: _________________________

	Number of Units: ___________________________

	Number of Warrants: ______________________


COMPANY

CHINA BROADBAND, INC.

By:
Name: Marc Urbach
Title: President

HOLDER

For Entities


Name of Entity

By:
Name:
Title:

For Individuals


Name:

$
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 6 of this Waiver

“THE COMPANY”	“INVESTOR”

CHINA BROADBAND, INC.

By: _______________________________	_______________________________
Name: Marc Urbach	Name: Shane McMahon
Title: President

	COMPANY:

	CHINA BROADBAND, INC.

	By:	______________________________
		Name:
		Title:

	Address:__________________________
	_________________________________
	_________________________________

	EXECUTIVE:

	WEICHENG LIU

	_________________________________

	Address:__________________________
	_________________________________
	_________________________________

	COMPANY:

	CHINA BROADBAND, INC.

	By:______________________________
	Name:
	Title:

	Address:_________________________
	________________________________
	________________________________

	EXECUTIVE:

	MARC URBACH

	________________________________

	Address:_________________________
	________________________________
	________________________________

August 23, 2010		/s/ Marc Urbach
		Marc Urbach (Principal Executive Officer)

August 23, 2010		/s/ Marc Urbach
		Marc Urbach (President, Principal Accounting Officer and Principal Financial Officer)

August 23, 2010		/s/ Marc Urbach
		Marc Urbach (Principal Accounting Officer and Principal Financial Officer )