Financial Advisory and Non-Exclusive Investment Banking Services Letter - Canaccord International Ltd. and China Broadband Corp.


                          CANACCORD INTERNATIONAL LTD.
                           VALE VERDE, NO. 1 LANCASTER
                              ST. THOMAS, BARBADOS

July 25, 2000

Mr. Matthew Heysel
Chairman and CEO
China Broadband Corp.
2080, 440 - 2nd Avenue S.W.
Calgary, AB
T2P 5E9

Dear Mr. Heysel:

RE:  FINANCIAL ADVISORY AND NON-EXCLUSIVE INVESTMENT BANKING SERVICES
--------------------------------------------------------------------- 

This letter  outlines our proposal by which  Canaccord  International  Ltd. (the
"Agent")  will  work with the  principal  shareholders  ("Principals")  of China
Broadband  Corp.  ("the  Company") to develop a framework and financing plan for
the Company to achieve its corporate development goals.

The Company agrees to appoint the Agent as sole and exclusive  agent outside the
United  States and Asia to advise the  Company  subject to the  following  basic
terms and conditions expressed herein.

The Agent will:

a)   work with the  Principals  and the Company to  determine  the best route to
     raise the funds to allow management to develop the Company's business plan;

b)   advise the  Principals  and the  Company  with  respect  to such  corporate
     transactions as:
     i) negotiations  with respect to the  Company's  current  partner  Softnet,
        including renegotiating original partnership agreement, and
     ii)negotiations  with  potential   strategic  partners  for  either  vendor
        financing, equity financing and technical support, etc.

c)   advise the Company on potential  merger and  acquisition  opportunities  or
     other changes to the corporate structure.

I.   CORPORATE FEES

The  corporate  fees  compensate  the Agent for its merchant  banking,  advisory
services,   involvement  with  management's  ownership  and  growth  plans,  due
diligence, evaluation and fiscal agency costs as follows:





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a)   a commencement  fee for the Agent's fiscal  advisory work of US$200,000 due
     within 15 days of the execution of this letter agreement;

b)   the Agent will work with the Company to advance its business objectives and
     provide financial advisory and investment banking services as are customary
     with raising  capital.  As  compensation  for the Agent's  fiscal  advisory
     services,   the   Company   will  pay  the   Agent  12   monthly   advances
     (non-refundable) of US$5,000 for the work undertaken.

c)   a success fee,  payable at the conclusion of any  transaction  contemplated
     herein where the Agent was involved. The fee will be payable as 2% cash fee
     of the value of the transaction, plus Agent's warrants of 3% exercisable at
     the per share  equivalent  of the  value of the  transaction.  The  Agent's
     warrants will be exercisable for two years from date of issue.

II.  GENERAL UNDERTAKINGS

1.   The  Company  and the Agent  will enter into  written  agreements  prepared
     according to the Agent's  standard form  concerning any transaction and any
     potential equity financing.

2.   The Company will agree to establish with the Agent's approval:
     (a) a public relations program, and
     (b) a market maintenance program.

3.   The Company will grant the Agent observer status at Directors'  meetings to
     be held until a period  ending one year from the date of  execution of this
     letter agreement.

4.   The Company will provide the Agent on a timely basis with monthly unaudited
     financial  statements  following  execution  of this letter  agreement  and
     continuing for a period of one year.

III. RIGHT OF PARTICIPATION

The Company herein agrees that it will work  exclusively  with the Agent outside
of the United States and Asia regarding its financing requirements. Furthermore,
the Agent will have the right of participation up to 25% of all worldwide future
debt or equity financings of the Company,  whether public or private and whether
or not an  investment  dealer is or proposes to be involved,  for a period of 12
months from the date of this letter  agreement.  The Agent will have 10 business
days to  express  its 





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intention to participate, after which the Company is released from this right of
participation.

IV.  EXPIRATION OF THIS OFFER

The Agent hereby  notifies the Company that this agreement is only offered for a
limited time.  This  agreement and all terms and  conditions  referred to herein
will  expire by 4:00  p.m.  on July 28,  2000  unless  signed  and  returned  to
Canaccord International Ltd. by mail or fax.

V.   OTHER

The Company  covenants  and agrees to  indemnify  the Agent as  provided  for in
Schedule A attached hereto.

This letter  agreement will be governed by and construed in accordance  with the
laws of Canada and the parties submit to the  non-exclusive  jurisdiction of the
Canadian courts.

If this  letter  accurately  reflects  your  understanding  of the  terms of our
engagement and you agree to be legally bound thereby, please execute this letter
(in counterparts,  if necessary) where indicated below and return a copy thereof
(by  facsimile  and by  courier) to  Canaccord  International  Ltd.,  Attention:
Elizabeth A. Watkins.

Yours truly,

CANACCORD INTERNATIONAL LTD.



Per:  Elizabeth A. Watkins
      President


The foregoing accurately reflects the terms of the transaction which the Company
hereby agrees to enter into and agrees to be legally bound to.

Acknowledged and agreed this ____________ day of __________________, 2000


CHINA BROADBAND CORP.






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Per: ______________________________
         Authorized Signatory







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                                  SCHEDULE "A"


China  Broadband  Corp.  (the  "Indemnitor)  hereby agrees to indemnify and hold
Canaccord  International  Ltd.  and/or any of its  subsidiary  companies  and/or
divisions (hereinafter referred to as the "Agent") and each and every one of the
directors,  officers,  employees  and  shareholders  of the  Agent  (hereinafter
referred to as the "Personnel")  harmless from and against any and all expenses,
losses,  claims,  actions,  damages  or  liabilities,  whether  joint or several
(including  the aggregate  amount paid in reasonable  settlement of any actions,
suits,  proceedings  or claims),  and the  reasonable  fees and  expenses of its
counsel that may be incurred in advising  with respect to and/or  defending  any
claim that may be made against the Agent to which the Agent and/or its Personnel
may become  subject or otherwise  involved in any capacity  under any statute or
common law or  otherwise  insofar as such  expenses,  losses,  claims,  damages,
liabilities or actions arise out of or are based,  directly or indirectly,  upon
the performance of professional services rendered to the Indemnitor by the Agent
and its Personnel hereunder or otherwise in connection with the matters referred
to in the attached  letter  agreement,  provided,  however,  that this indemnity
shall not apply to the extent that a court of competent  jurisdiction in a final
judgement that has become non-appealable shall determine that:

i.   the  Agent or its  Personnel  have  been  negligent  or  dishonest  or have
     committed any fraudulent act in the course of such performance; and

ii.  the  expenses,  losses,  claims,  damages  or  liabilities,   as  to  which
     indemnification  is  claimed,  were  directly  caused  by  the  negligence,
     dishonesty or fraud referred to in (i).

If for any reason (other than the  occurrence  of any of the events  itemised in
(i) and (ii) above, the foregoing indemnification is unavailable to the Agent or
insufficient to hold it harmless,  then the Indemnitor  shall  contribute to the
amount paid or payable by the Agent as a result of such  expense,  loss,  claim,
damage or liability in such proportion as is appropriate to reflect not only the
relative  benefits  received by the  Indemnitor on the one hand and the Agent on
the other hand but also the relative fault of the  Indemnitor and the Agent,  as
well as any relevant equitable considerations provided that the Indemnitor shall
in any event  contribute  to the amount paid or payable by the Agent as a result
of such expense, loss, claim, damage or liability any excess of such amount over
the amount of the fees received by the Agent hereunder.

The Indemnitor agrees that in case any legal proceeding shall be brought against
the  Indemnitor  and/or the Agent by any  governmental  commission or regulatory







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authority or any stock  exchange or other entity  having  regulatory  authority,
either domestic or foreign,  shall  investigate the Indemnitor  and/or the Agent
and Personnel of the Agent shall be required to testify in connection  therewith
or shall be required to respond to procedures  designed to discover  information
regarding,  in connection  with, or by reason of the performance of professional
services rendered to the Indemnitor by the Agent, the Agent shall have the right
to employ its own counsel in connection  therewith,  and the reasonable fees and
expenses  of such  counsel  as well as the  reasonable  costs and  out-of-pocket
expenses  incurred by the Agent and its Personnel in connection  therewith shall
be paid by the Indemnitor as they occur.

Promptly  after receipt of notice of the  commencement  of any legal  proceeding
against  the Agent or any of its  Personnel  or after  receipt  of notice of the
commencement of any investigation,  which is based, directly or indirectly, upon
any  matter  in  respect  of  which  indemnification  may  be  sought  from  the
Indemnitor,  the Agent will notify the Indemnitor in writing of the commencement
thereof and, throughout the course thereof,  will provide copies of all relevant
documentation  to the  Indemnitor,  will  keep  the  Indemnitor  advised  of the
progress  thereof and will discuss with the Indemnitor all  significant  actions
proposed.

The  indemnity  and  contribution  obligations  of the  Indemnitor  shall  be in
addition to any liability which the Indemnitor may otherwise have,  shall extend
upon the same terms and  conditions  to the  Personnel of the Agent and shall be
binding  upon and enure to the  benefit of any  successors,  assigns,  heirs and
personal  representatives of the Indemnitor,  the Agent and any of the Personnel
of  the  Agent.  The  foregoing  provisions  shall  survive  the  completion  of
professional  services  rendered  under the attached  letter of agreement or any
termination of the authorization given by the attached letter of agreement.



___________________________                 for Canaccord International Ltd.


___________________________                            for China Broadband Corp.