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


                              CONSULTING AGREEMENT

THIS AGREEMENT made effective May 1, 2000 (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 particu-
         larly 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 May 1, 2000 and terminat-
         ing October 31, 2000.

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.



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7.       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) 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

8.1      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 



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         from all manner of action, causes of action, claims or demands whatso-
         ever under or in respect of any agreement.

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 19th day of May, 2000.


CHINA BROADBAND CORP.                       M. H. FINANCIAL MANAGEMENT
                                            LIMITED

per:                                       per:   
    ------------------------------------      ----------------------------------




                                  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.