EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (this "Agreement ") dated as of February 18, 2007 (the " Effective Date "), between China Broadband Ltd., (the " Company "), and Jiang Bing (the " Executive "), a resident of Jinan, PRC.

WHEREAS, the Company wishes to employ the Executive to render services for the Company or its subsidiary and related entities on the terms and conditions set forth in this Agreement, and the Executive wishes to be retained and employed by the Company on such terms and conditions;

NOW, THEREFORE, in consideration of the premises, the mutual agreements set forth below and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1. Employment . The Company hereby employs the Executive, and the Executive accepts such employment and agrees to perform services for the Company, for the period and upon the other terms and conditions set forth in this Agreement.

2. Term . The term of the Executive's employment hereunder shall commence on the Effective date, and unless terminated at an earlier date in accordance with Section 8 hereof, shall extend through July 7, 2009 (the " Term "), unless extended by the parties in writing.

3. Position and Duties .

(a) Service with Company . During the term of the Executive's employment, the Executive shall serve in the position of Vice Chairman of the Company, and Executive shall have the authority, duties and responsibilities generally associated with such position and as may be determined by the Chairman (“ Chairman ”) or the Board of Directors (the “ Board ”) of the Company or its parent from time to time, including, without limitation and subject to the control and direction of the Board and the Chairman, planning and directing all aspects of the Company’s operational policies, objectives and initiatives, as well as attaining the Company’s short- and long-term financial and operational goals. The Executive will report to the Chairman.

(b) Performance of Duties .

(i)   Subject to the provisions hereof, the Executive agrees to serve the Company faithfully and to the best of his ability and to devote his full time, attention and efforts to the business and affairs of the Company during Executive’s employment by the Company.

(ii)   Executive represents and acknowledges that he is not subject to any obligations to any other company which would preclude the Executive from entering into this Agreement (including without limitation, any agreements (oral or written) with any former employer) nor are there any such obligations which would impact or restrict the Executive’s ability to fully carry out his responsibilities under this Agreement.

(iii) Executive agrees that he will not bring with him or use on behalf, or for the benefit, of the Company or disclose to the Company any confidential information of or concerning his former employer or any third party that is not generally available to the public or that has not been lawfully transferred to the Company.

4. Compensation.

(a) Base Salary . The Company shall pay to the Executive an annual base salary (the " Base Salary ") of One Hundred and Twenty Thousand Dollars ($120,000) per year inclusive of taxes (which will be paid by the Executive directly), which Base Salary shall be paid in accordance with the Company's normal payroll procedures for its senior management. The compensation payable to Executive during each fiscal year beginning after the Effective Date shall be established by the Board or the Compensation Committee thereof following an annual performance review, but in no event shall the annual Base Salary for any subsequent year of the Term be less than the Base Salary in effect during the prior year of the Term.

(b) Annual Bonus. Commencing with the fiscal year ending December 31,2007, Executive shall be entitled to participate in the Company's bonus plan for management and any successor bonus plan covering management (the " Bonus Plan "). Under the Bonus Plan, the Executive shall be eligible to receive a performance-based cash bonus for each year of employment in an amount, and based on individual and/or corporate objectives, targets and factors (and evaluation as to the extent of achievement thereof), to be established and determined by the Board in its discretion following consultation between the Board and Executive prior to, or within sixty (60) days after the commencement of, each fiscal year (the " Performance Criteria "). Under the Bonus Plan for Executive, the target cash bonus for each year shall equal 50% of the Base Salary.

(c) Participation in Benefit Plans; Indemnification. While he is employed by the Company, Executive shall also be eligible to participate in any incentive and employee benefit plans or programs which may be offered by the Company to the extent that Executive meets the requirements for each individual plan and in all other plans in which Company executives participate. The Company provides no assurance as to the adoption or continuance of any particular employee benefit plan or program, and Executive's participation in any such plan or program shall be subject to the provisions, rules and regulations applicable thereto. The Company will offer medical insurance to its employees following consummation of the Merger and Financing, which will be available to the Executive on the same terms as is offered to other senior executives of the Company. In addition, the Company will provide officer liability insurance, subject to availability, on the same terms as is offered to other officers and directors of the Company. The Company shall indemnify Executive and hold him harmless from and against any claim, liability and expense (including, without limitation, reasonable attorney fees) made against or incurred by him in connection with his employment by the Company or his membership on the Board, in a manner and to an extent that is not less favorable to the Executive as the indemnification protection that is afforded by the Company to any other senior officer or director and that is consistent with industry custom and standards.

(d ) Expenses . The Company will pay or reimburse Executive for all reasonable and necessary out-of-pocket expenses incurred by him in the performance of Executive’s duties under this Agreement, subject to the Company's normal policies for expense verification. Notwithstanding the foregoing provisions and in recognition of the fact that Executive will live and travel away from his family for significant periods of time, Executive shall be authorized to expense up to $10,000 in personal travel expenses to the Company for which Executive will be responsible to pay the taxes, if any.

(e) Vacation . Executive shall be entitled to vacations in accordance with the policy of the Company with respect to its senior management, in effect from time to time, but will not be less than 24 vacation days per year.

5. Confidentiality and Insider Trading .

(a)   (i) Executive acknowledges that, by reason of his employment by the Company, he will have access to confidential information of the Company, including, but not limited to, information and knowledge pertaining to inventions, discoveries, improvements, innovations, designs, ideas, trade secrets, proprietary information, advertising, marketing, distribution and sales methods, sales and profit figures, customer and vendor lists and relationships between the Company and sales representatives, wholesalers, customers, suppliers, dealers, distributors and others who have business dealings with them ("Confidential Information"). The Executive acknowledges that such Confidential Information is a valuable and unique asset of the Company and covenants that, both during and after the Term, Executive will not disclose any Confidential Information to any person or entity, nor use the Confidential Information for any purpose, except as his duties as an employee of the Company may require, without the prior written authorization of the Board. The obligation of confidentiality imposed by this Section 5(b) shall not apply to Confidential Information that otherwise becomes generally known to the public through no act of the Employee in breach of this Agreement or any other party in violation of an existing confidentiality agreement with the Company or which is required to be disclosed by court order or applicable law.

(ii) All records, business plans, financial statements and other Property delivered to or compiled by Executive for or on behalf of the Company or its vendors or customers that pertain to the business of the Company shall be and remain the property of the Company, and be subject at all times to its discretion and control. Likewise, all correspondence, reports, records and other similar data pertaining to the business, activities or future plans of the Company (and all copies thereof) that are collected by Executive shall be delivered promptly to the Company without request by it upon termination of Executive's employment.

(ii) Executive is aware that he will, as a result of his executive position with the company, come into contact with confidential information that, if disclosed would have an effect on the trading market for the Company’s parent’s securities. Executive agrees to only purchase or sell securities during times or “windows” wherein all material information is publicly available.

(b) Nonsolicitation of Employees. During his employment or for 6 months thereafter, Executive shall not, directly or indirectly, personally or through others, encourage to leave employment with the Company, solicit for employment, or advise or recommend to any