Consulting Agreement - China Broadband Corp. and M. H. Financial Management Ltd.


                              CONSULTING AGREEMENT

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

BETWEEN:

         CHINA BROADBAND  CORP., 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 -

         M. H. FINANCIAL  MANAGEMENT LIMITED, a body corporate,  incorporated
         pursuant to the laws of the Province of Alberta

         (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
follows:

1.       SERVICES

1.1      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  term  of  this  Agreement,  the
         Consultant  shall  provide  the  services  of Matthew  Heysel 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 Matthew Heysel.

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 Matthew Heysel 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.




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3.       REMUNERATION

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

4.       CONFIDENTIALITY

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 its
         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
         work.

5.       TERM

5.1      This  Agreement  shall  be  for  a  term  commencing  April 1, 2001 and
         terminating September 30, 2001.

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
         agreed.



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5.3      In the event the Corporation terminates this Agreement, the Corporation
         shall pay to the  Consultant as a genuine  pre-estimate  of damages and
         not as a penalty $60,000 (US) at the time of the termination. If at the
         time of any such termination,  the Consultant is in fundamental  breach
         of this  Agreement,  the  Corporation  shall not be required to pay any
         damages.

6.       CHANGE OF CONTROL AND SALE OF CORPORATION

6.1      The Corporation  acknowledges the valuable services that the Consultant
         has  provided  and will  continue  to  provide  to the  Corporation  in
         providing the services of Matthew  Heysel in his capacity as an officer
         thereof and an authorized representative thereof.

6.2      The Corporation  acknowledges  that in the event of a change of control
         of the Corporation or a sale of all or substantially  all of the assets
         of the  Corporation,  there is a  possibility  that the  service of the
         Consultant  would no longer be required and that this contract might be
         determined.

6.3      The directors of the  Corporation  have  determined that it would be in
         the best  interests  of the  Corporation  to induce the  Consultant  to
         provide the services of Matthew Heysel to the Corporation by indicating
         that,  in the  event of a change of  control  of the  Corporation,  the
         Consultant would have certain automatic and guaranteed rights.

6.4      In the event of a takeover of the control of the  Corporation or a sale
         of all or substantially all of the assets of the Corporation during the
         term of this Contract, the Corporation agrees that the Consultant shall
         be paid five  percent (5%) of the value of the sale of the assets or of
         the  value of the  transaction  which  constitutes  a  takeover  of the
         Corporation, as the case may be, such amount to be paid within ten (10)
         days of the sale of the assets or the takeover of the  Corporation,  as
         the case may be.

6.5      "Takeover of the control of the Corporation" means:

         (a)  any change in the holding, either direct or indirect, of shares of
              the   Corporation,   or   any   reconstruction,    reorganization,
              recapitalization, consolidation, amalgamation, merger, arrangement
              or other transaction, that results in a person who was, or a group
              of  persons  acting in  concert  who  were,  not  previously  in a
              position to exercise  effective control of the Corporation (or any
              Associate  or  Affiliate  of any such person or group of persons),
              being in a position to exercise such  effective  control either in
              respect of the  Corporation  or the  successor to the  Corporation
              (and for the  purposes  of this  Agreement,  a person  or group of
              persons  acting in concert,  or any  Associate or Affiliate of any
              such   person  or  group  of  persons,   holding   shares  of  the
              Corporation,  or shares of the  successor to the  Corporation,  in
              excess of the number that would  entitle  the  holders  thereof to
              cast twenty  (25%)  percent or more of the votes  attaching to all
              shares of the  Corporation,  or to shares of the  successor to the
              Corporation,  shall be  deemed  to be in a  position  to  exercise
              effective  control of the  Corporation,  or the  successor  to the
              Corporation, as the case may be); and

         (b)  the exercise of such  effective  control to cause or result in the
              election  or   appointment   of  two  or  more  directors  of  the
              Corporation, or of the successor to the Corporation,  who were not
              previously directors of the Corporation.

7.       NOTICES

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




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

                  CHINA BROADBAND CORP.
                  2080, 440 - 2nd Avenue SW
                  Calgary AB  T2P 5E9
                  Attention:  Chairman and CEO
                  By Facsimile:  (403) 265-8808

                  M. H. FINANCIAL MANAGEMENT LIMITED
                  624 Wilderness Drive S.E.
                  Calgary, AB   T2J 1Z2
                  Attention:  Matthew Heysel
                  By Facsimile:  (403) 225.2198

8.       MODIFICATION OF AGREEMENT

         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.

9.       GOVERNING LAW

         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.

10.      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.

11.      ENTIRE 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.




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12.      GENERAL MATTERS

12.1     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
         Agreement.

12.2     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 as
of the 30th day of April, 2001.


CHINA BROADBAND CORP.                       M. H. FINANCIAL MANAGEMENT
                                            LIMITED

per: /S/ THOMAS MILNE                       per: /S/ MATTHEW HEYSEL           
     ---------------------------------           -----------------------------







                                  SCHEDULE "A"


SERVICES:


         o    Provide the  services of Chairman and Chief  Executive  Officer of
              the Corporation and, in this regard,  to have  responsibility  for
              the   supervision,   direction,   control  and  operation  of  the
              Corporation with the obligation,  duty,  authority and power to do
              all acts and things as are customarily done by persons holding the
              position of Chairman and Chief  Executive  Officer in corporations
              of similar size to the  Corporation  and to do all acts and things
              as are reasonably necessary for the efficient and proper operation
              and development of the Corporation.






                                  SCHEDULE "B"

REMUNERATION

         o    As full  consideration  for  performance  of the  services  by the
              Consultant,  the Corporation  shall pay the Consultant at the rate
              of $500.00  (U.S.) per day to a minimum of  $10,000.00  (U.S.) for
              each month for which  services are  provided.  The said rate shall
              not,  in any  event,  be less  than  $750.00  (Cdn.)  per day to a
              minimum of  $15,000.00  (Cdn) per month and shall be  inclusive of
              all  claims  by the  Consultant  for its  services,  but  shall be
              exclusive of GST and 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 for each
              month or portion  thereof for which  services are 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 month or portion of a month worked, the rate and the
              total charge for consultancy services.  GST, if applicable,  shall
              be shown separately and the  Consultant's GST registration  number
              shall be shown on each invoice.

         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,
              Matthew  Heysel,  as well as Canada  Pension Plan premiums and any
              and all other taxes and contributions  imposed by law with respect
              to such  employees,  with the sole  exception of GST. 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  Matthew  Heysel  at  no  cost  to  the
              Consultant or to Matthew Heysel, which coverage should be the same
              in  all  material  respects  as  insurance  coverage  provided  to
              Directors and Officers of the Corporation.




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         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.