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Consulting Agreement - China Broadband Corp. and Barry L. Mackie

                              CONSULTING AGREEMENT

THIS AGREEMENT made effective December 22, 2000 (the "Effective Date").


         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 -

         BARRY L. MACKIE,  a resident of the city of Surrey,  in the Province of
         British Columbia, Canada

         (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

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 Barry L. Mackie 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 Barry L. Mackie.

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  Barry L.  Mackie  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.



         The 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 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

5.       TERM

5.1      This  Agreement  shall be for a term  commencing  January  1,  2001 and
         terminating July 1, 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


5.3      In the event the Corporation terminates this Agreement, the Corporation
         shall pay to the Consultant a mutually agreed to settlement.  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


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 Barry L. Mackie 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

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

                  BARRY L. MACKIE
                  16680 - 85A Avenue
                  Surrey, B.C.
                  V4N 5A7
                  By Facsimile:  (604) 576-6580


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.


         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.


         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.


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

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 22nd day of December, 2000


per:/s/ MATTHEW HEYSEL                     per:/s/ BARRY L. MACKIE
    ------------------                         -------------------
        Matthew Heysel                             Barry L. Mackie

                                  SCHEDULE "A"


      o  Report to the Chairman & CEO, and President, providing the services and
         having  the  responsibility  for the  direction  and  operation  of the
         Corporation in all Technology aspects, and to do all acts and things as
         are  reasonably  necessary  for  the  efficient  and  proper  technical
         operation and development of the Corporation.

      o  As the Company is a cable broadband  Internet  provider in China, it is
         expected  that,  as a direct  result of services  provided by the Chief
         Technology  Officer,  the  Company  should  achieve a level of  on-line
         Internet  subscribers  in  excess  of  7,000  during  the  term of this

                                  SCHEDULE "B"


o        As  full   consideration   for  performance  of  the  services  by  the
         Consultant,  the  Corporation  shall pay the  Consultant at the rate of
         US$10,000 for each 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 and accommodation expenses incurred by
         the Consultant and properly claimable in accordance with the provisions

o        The  Corporation  agrees to grant to Barry L. Mackie  stock  options to
         purchase  300,000  Common shares of the  Corporation  at $7.50 (US) per
         common  share,  or a lower  price,  if at the time of  signing,  market
         conditions permit. These options shall be vested immediately, to expire
         5 years  after  the  grant  thereof  and  shall be  exercisable  at the
         discretion of Barry L. Mackie (Option Agreement to follow).

o        The  Consultant  will be provided  with two mobile  telephones,  laptop
         computer,  translation  services,  and  accommodation  in China, all of
         which will be paid by the Company.

o        The  Consultant  will be entitled to 4 (four) weeks paid  personal time
         off, per annum.

o        The Consultant will work on a rotating basis of 6 (six) weeks in China,
         and 2 (two) weeks in the USA.  Accordingly,  the Company will pay for 3
         (three) Business Class tickets to cover these travel arrangements,  per
         contract term.

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 business
         related 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.

o        The Company  will supply the  Consultant  with a credit card to pay for
         reasonable business related expenses.

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 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, Barry L. Mackie,
         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 shall not be required to provide any health benefits to
         the  Consultant  including,   without  limitation,   dental,   medical,
         disability, or life insurance.

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

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.
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