China Broadband Corp.
Private Placement Agency Agreement

THIS AGREEMENT dated for reference March 13, 2002, is made

BETWEEN

CHINA BROADBAND CORP.,1980, 440-2^nd Avenue S. W., Calgary, Alberta T2P 5E9 (the "Issuer");

AND

CANACCORD CAPITAL (EUROPE) LIMITED, 1st Floor, Brook House, 27 Upper Brook Street, London England W1Y 1PD (the "Agent").

WHEREAS:

A. The Issuer wishes to privately place with purchasers up to 8,000,000 Shares at a price of USD 0.25 per Share;

B. The Issuer wishes to appoint the Agent to distribute the Shares, and the Agent is willing to accept such appointment on the terms and conditions of this Agreement;

THE PARTIES to this Agreement therefore agree:

1. DEFINITIONS

In this Agreement and the Recitals hereto:

(a) "Agent's Fee" has the meaning defined in section 4.1;

(b) "Agent's Warrants" means the share purchase warrants of the Issuer which will be issued to the Agent and which have the terms provided in this Agreement and the certificates representing such share purchase warrants;

(c) "Agent's Warrant Shares" means the previously unis sued common shares in the capital of the Issuer, as presently constituted, which will be issued upon the exercise of the Agent's Warrants;

(d) "Applicable Legislation" means the U. S. Securities Act together with the regulations and rules made and promulgated thereunder and all administrative policy statements, blanket orders and rulings, notices, and other administrative directions issued by the Regulatory Authorities;

(e) "CAD" means Canadian dollars;

(f) "Closing" means a day or days Shares are issued to the Purchasers;

(g) "Commission" means the United States Securities and Exchange Commission;

(h) "Exemptions" means the statutory exemptions whereby the distribution of the Securities may be effected without the requirement of compliance with the registration or prospectus requirements of the Applicable Legislation: (i) where the placement takes place in accordance with Regulation S or another applicable exemption from registration under the U. S. Securities Act;

(i) "Final Closing" means the last closing under the Private Placement;

(j) "First Closing" means the first closing under the Private Placement;

(k) "Material Change" has the meaning defined in the Applicable Legislation;

(l) "Material Fact" has the meaning defined in the Applicable Legislation;

(m) "NASD" means the National Association of Securities Dealers;

(n) "NASD Policies" means the rules and policies of the NASD;

(o) "Private Placement" means the offering of the Shares on the terms and conditions of this Agreement;

(p) "Public Record" means all documents filed by the Issuer with the Commission pursuant to the prospectus, continuous disclosure and proxy solicitation requirements of the Applicable Legislation, including without limitation all press releases, material change reports, annual reports, prospectuses and financial statements;

(q) "Purchasers" means the purchasers of Shares pursuant to the Private Placement;

(r) "Registrable Securities" means the Shares and the Agent's Warrant Shares until (i) all Shares and Agent's Warrant Shares have been disposed of pursuant to the Registration Statement, (ii) all Shares and Agent's Warrant Shares have been sold under circumstances under which all of the applicable conditions of Rule 144 (or any similar provision then in force) under the U. S. Securities Act are met, (iii) all Shares and Agent's Warrant Shares have been otherwise transferred to persons who may trade such Securities without restriction under the U. S. Securities Act, and the Issuer has delivered a new certificate or other evidence of ownership for such Securities not bearing a restrictive legend or (iv) such time as, in the opinion of counsel to the Issuer, all Securities may be sold without any time, volume or manner limitations pursuant to Rule 144 (k) (or any similar provision then in effect) under the U. S. Securities Act. In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Shares and Agent's Warrant Shares, such adjustment shall be deemed to be made in the definition of "Registrable Security" as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Agreement;

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