Sample Business Contracts

Consulting Agreement - China Broadband Corp. and Daming Yang

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                              CONSULTING AGREEMENT

THIS AGREEMENT made effective April 1, 2001 (the "Effective Date").


         CHINA BROADBAND CORPORATION, a body corporate, incorporated pursuant to
         the laws of the State of Nevada, United States of America

         (hereinafter referred to as the "Corporation")

                                                               OF THE FIRST PART

                                     - and -

         DAMING YANG, a resident of the city of Beijing, People's Republic of

         (hereinafter referred to as the "Consultant")

                                                              OF THE SECOND PART

         WHEREAS the Corporation  wishes to engage the services and expertise of
the  Consultant  on the terms and  conditions  hereinafter  set  forth,  and the
Consultant wishes to accept such an engagement;

         NOW THEREFORE in  consideration of the covenants of each of the parties
given to the other and for other good and  valuable  consideration,  the receipt
and  sufficiency  of which is hereby  acknowledged,  the parties hereto agree as

1.       SERVICES

         Effective  as of  the  Effective  Date,  the  Corporation  engages  the
         Consultant   and  the  Consultant   accepts  an  engagement   with  the
         Corporation  to render the consulting  services for the  Corporation as
         set  out in  Schedule  A.  During  the  terms  of this  Agreement,  the
         Consultant  shall  provide the services of Daming Yang who shall devote
         such of his  time,  attention  and  abilities  to the  business  of the
         Corporation  as  may  be  necessary  for  the  proper  exercise  of the
         Consultant's  duties  hereunder.  Nothing  in this  Agreement  shall be
         interpreted or construed as creating or  establishing a relationship of
         employer and/or employee between the Corporation and Daming Yang.

2.       DUTIES

2.1      The  Consultant  shall  devote   reasonable  time  and  effort  to  the
         performance of this Agreement,  the Corporation  acknowledges  that the
         Consultant and Daming Yang shall also be entitled to render services to
         others during the term hereof.



2.2      The  Consultant's   duties  shall  be  to  provide  the  services  more
         particularly  set forth on Schedule "A" hereto.


         Corporation  agrees to pay the  Consultant  as set out in Schedule  "B"
         attached hereto.


4.1      This Consultant  acknowledges  the Corporation  will have reporting and
         disclosure obligations under all applicable securities legislation. The
         Consultant  covenants and agrees that it shall not any time,  during or
         after  the   termination   of  the   Consultant's   engagement  by  the
         Corporation,  reveal,  divulge, or make known to any person (other than
         the  Corporation  or its  affiliates)  or use for its own  account  any
         customer's lists, trade secrets, or secret or confidential  information
         used by the  Corporation  or its  Affiliates  during  the  Consultant's
         engagement  by any of them  and  made  known  (whether  or not with the
         knowledge and permission of the Corporation,  whether or not developed,
         devised or otherwise  created in whole or in part by the efforts of the
         Consultant, and whether or not a matter of public knowledge unless as a
         result of  authorized  disclosure)  to the  Consultant by reason of his
         engagement by the Corporation of any of its Affiliates.  The Consultant
         further covenants and agrees that all knowledge and information,  which
         is acquired or developed for the  Corporation  or any of its Affiliates
         by the Consultant,  is the property of the Corporation.  The Consultant
         further  covenants  and agrees that it shall retain all such  knowledge
         and  information  which  it  shall  acquire  and  develop  during  such
         engagement  respecting such customer lists, trade secrets and secret or
         confidential   information  in  trust  for  the  sole  benefit  of  the
         Corporation, its affiliates, and their successors and assigns.

4.2      The  Consultant   shall  promptly   communicate  and  disclose  to  the
         Corporation all observations made and data obtained by it in the course
         of its engagement by the Corporation.  All written  materials,  records
         and documents  created by the  Consultant or coming into its possession
         concerning  the  business or affairs of the  Corporation  or any of its
         Affiliates shall,  upon the termination of this Agreement,  promptly be
         returned to the Corporation.  Upon the request of the Corporation until
         termination of its engagement by the Corporation,  the Consultant shall
         render to the  Corporation  or to any  Affiliate  designated by it such
         reports of the  activities  undertaken  by the  Consultant or conducted
         under the Consultant's direction for the Corporation and its Affiliates
         as the Corporation may request.

4.3      The  Consultant  warrants and  represents  that it is duly qualified to
         perform its duties hereunder,  and further covenants that in performing
         its  duties  hereunder,  it will  not  engage  in  activity  that is in
         violation of applicable  securities  laws or subject the Corporation to
         liability thereunder.

4.4      The  Consultant  agrees  that for a period  of one (1) year  after  the
         termination of work with the  Corporation,  it will not do any business
         whatsoever with clients of the Corporation  for  substantially  similar



5.       TERM

5.1      This  Agreement  shall  be for a term  commencing  April  1,  2001  and
         terminating  September  30,  2001.  Either  party  may  terminate  this
         Agreement  at any time  without  notice in the  event of a  fundamental
         breach of the terms of this Agreement by the other party.

5.2      This Agreement may, by the mutual agreement of the parties,  be renewed
         for a further term of five (5) years, or for such other term as  may be

6.       NOTICES

         Any notices  delivered or received between either party shall be deemed
         to have been received:

         (a)  if it was delivered in person, on the date it was delivered;

         (b)  if it was sent by electronic facsimile  transmission,  on the date
              it was delivered;

         (c)  if it was  sent  by  mail,  on the  day  it  was  received  to the
              following address:

                  2080, 440 - 2 Avenue S.W.
                  Calgary AB  T2P 5E9
                  Attention:  Chairman and CEO
                  By Facsimile:  403.265.8808

                  DAMING YANG
                  1002, Building C
                  Huiyuan Apartment
                  Asia Game Village
                  Beijing, China   100101
                  By Facsimile:  86.10.6492.3728


         Any  modification  of this  Agreement must be made in writing signed by
         the  Consultant  and an officer of the  Corporation or it shall have no
         effect and shall be void.


         This  Agreement  shall be governed by and construed in accordance  with
         the laws of the  Province of Alberta,  Canada and the parties  agree to
         attorn to the jurisdiction of the courts of the Province of Alberta.

9.       HEADINGS

         The headings  utilized in this Agreement are for  convenience  only and
         are not to be construed in any way as additions or  limitations  of the
         covenants and agreements contained in this Agreement.




         The  covenants  in this  Agreement  shall be  construed as an agreement
         independent  of any other  provision  in this  Agreement.  The  parties
         acknowledge  that it is their  intention  that the  provisions  of this
         Agreement  be binding  only to the extent that they may be lawful under
         the  existing  applicable  laws and in the event that any  provision of
         this  Agreement is  determined  by a court of law to be overly broad or
         unenforceable,  the  remaining  valid  provisions  shall remain in full
         force and effect. This Agreement constitutes the sole agreement between
         the parties hereto for services to be performed as herein described and
         the mutual  covenants  contained  herein  constitute  due and  adequate
         consideration for the full performance by each party of its obligations
         under this  Agreement and any and all previous  agreements,  written or
         oral,  expressed or implied,  between the parties or on their  releases
         and  forever  discharges  the other of and from all  manner of  action,
         causes of action,  claims or demands  whatsoever under or in respect of
         any agreement.


11.1     The  waiver by any party  hereto of a breach of any  provision  of this
         Agreement  shall  not  operate  or be  construed  as a  waiver  of  any
         subsequent  breach  of the  same  or of any  other  provisions  of this

11.1     This Agreement shall be binding upon the parties hereto and shall enure
         to the benefit of and be  enforceable by each of the parties hereto and
         their respective successors and assigns.

         IN WITNESS  WHEREOF the parties hereto have executed this Agreement the
30th day of April, 2001.


per: /S/ THOMAS MILNE                           per: /S/ DAMING YANG
    ----------------------------------------         ---------------------------


                                  SCHEDULE "A"


         o    Report to the Board of  Directors  and  Advisory  Team,  providing
              leadership,  corporate  direction,  and other  such  duties as are
              required to forward the Company's business.


                                  SCHEDULE "B"


         o    As full  consideration  for  performance  of the  services  by the
              Consultant,  the Corporation  shall pay the Consultant at the rate
              of $5,000.00 (U.S.) per month for which services are provided. The
              said rate shall be inclusive of all claims by the  Consultant  for
              its services,  but shall be exclusive of travel expenses  incurred
              by the  Consultant and properly  claimable in accordance  with the
              provisions hereof.

         o    The  Corporation  shall not be required to provide any benefits to
              the Consultant  including,  without limitation,  dental,  medical,
              disability or life insurance.

         o    The Consultant shall submit invoices to the Corporation,  once per
              month, for the services  provided during the period covered by the
              invoice and also  including any proper claim for travel  expenses.
              Each invoice shall indicate the period covered,  the rate, and the
              total charge for consultancy services.

         o    The Corporation will reimburse the Consultant, at actual cost, for
              out-of-pocket   expenses   incurred   in   accordance   with   the
              Corporation's   standard   practice  for  the   reimbursement   of
              reasonable  travel expenses incurred by its contractors or its own
              personnel.  The Corporation will also reimburse the Consultant for
              any  reasonable  long  distance  telephone,  fax  or  photocopying
              charges  incurred  by the  Consultant.  Expenses  claimed  must be
              supported by the applicable receipts.

         o    The Consultant  will be responsible  for the payment of the income
              taxes  of all  of its  employees  including,  without  limitation,
              Daming Yang, as well as any and all other taxes and  contributions
              imposed by law with  respect to such  employees.  In the event the
              Consultant  should fail to make any such payments,  the Consultant
              indemnifies the Corporation for any claims,  causes or action,  or
              liabilities  which may be made,  advanced or incurred  against the
              Corporation  as a result  of such  non-payment,  and  agrees to be
              responsible  for  the  Corporation's   solicitor-client  costs  in
              defending or protecting itself.

         o    The  Corporation  will pay all proper  invoices  received from the
              Consultant  promptly  following receipt of the applicable  invoice
              and any necessary supported documentation.

         o    The Consultant  will be entitled to participate (at the discretion
              of  the  Corporation)  in any  bonus  program  of the  Corporation
              resulting  from  achieving  milestones  in  the  business  of  the
              Corporation (such as commercial stage of development in 10 or more
              cities, 1 million or more  subscribers,  revenue in excess of U.S.
              $100 million per year,  or strategic  alliances  and  partnerships
              with other  companies  to  significantly  enhance the products and
              services of the Corporation).

         o    The  Corporation  will, if it determines it to be necessary in its
              total  discretion,  ensure that  appropriate  liability  insurance
              coverage is  provided to Daming Yang at no cost to the  Consultant
              or to  Daming  Yang,  which  coverage  should  be the  same in all
              material respects as insurance  coverage provided to Directors and
              Officers of the Corporation.



         o    In any dispute arising from the enforcement of this Agreement, the
              Corporation  shall  pay all  reasonable  legal  fees and  expenses
              incurred by the Consultant in contesting or disputing the position
              of the Consultant or seeking to obtain enforcement of or retaining
              any right of payment or benefit provided for in this Agreement.