0001085037-04-000434 Sample Contracts

Contract
Private Placement Subscription Agreement • May 5th, 2004 • Asia Broadband Inc • Nevada

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE " 1933 ACT").

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FUDAN New English Partnership Agreement
Partnership Agreement • May 5th, 2004 • Asia Broadband Inc

Party B, Shanghai Broadband Network Inc. (SBN) was founded as a joint venture company in the late 2000. Asia Broadband Network Inc., Information Technology Technical Center of the city of Shanghai and Shanghai Information Plaza Enterprise Development Inc own the company together. Currently SBN is working closely with many western education institutes possessing the latest educational resources and aims at introducing them to China through local education authorities.

Agreement on Developing "Fudan New English" Online Training
Online Training Agreement • May 5th, 2004 • Asia Broadband Inc
Joint Venture Agreement between English Computerized Learning, Inc., and Asia Broadband, Inc.
Joint Venture Agreement • May 5th, 2004 • Asia Broadband Inc

This Agreement, herein does not constitute any information which could be conveyed as an offer or solicitation of an offer to influence the purchase of securities from the Company. This information and strategies may contain forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Exchange Act of 1934, as amended by public law 104 - 67 and is subject to safe harbor by these sections. Actual results, performance or achievements could differ materially from those anticipated in such forward-looking statements, which involve numerous risks and uncertainties. The review of this Agreement is by invitation only and not intended for the general public.

EXECUTIVE COMPENSATION AGREEMENT
Executive Compensation Agreement • May 5th, 2004 • Asia Broadband Inc • Nevada

AGREEMENT, commencing the 7th day of July, 2003, by and between Asia Broadband Inc., a Nevada corporation with principal executive offices at 10 Glen Lake Parkway, Suite 130, Atlanta, GA 30328 ("ASAB") and CHD Holdings, L.L.C. ("CHD") is to serve as the formal Agreement for CHD to provide ASAB with the services of Charles Demicher ("CD") with address of 711 S. Carson Street, Ste., 4A, Carson City, Nevada, USA, 89702. Designation of CHD and CD are used interchangeably here in the Agreement.

Collaborative Agreement
Collaborative Agreement • May 5th, 2004 • Asia Broadband Inc
Agreement on Developing Online Integrated English Training Business Collaboratively
Collaboration Agreement • May 5th, 2004 • Asia Broadband Inc
VALUE ADDED RESELLER AGREEMENT
Value Added Reseller Agreement • May 5th, 2004 • Asia Broadband Inc

This Value Added Reseller Agreement ("Agreement") is made and effective this July 8, 2003, by and between Shanghai Broadband Network Inc., ("Developer") and Sichuan EleNet Soft-Tech Ltd. ("VAR").

ASIA BROADBAND, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • May 5th, 2004 • Asia Broadband Inc • Shanghai

This Stock Option Agreement is made this 15th day of July, 2003 between Asia Broadband, Inc. (the "Company"), and Charles Demicher or his assigned nominee, (the "Optionee").

Cooperating Agreement on Popularizing "General English 300" Online Test Tutoring Program
Cooperating Agreement • May 5th, 2004 • Asia Broadband Inc

General English 300 online test tutoring program has been developed and completed for 2 months. The following agreements have been reached after discussion for better cooperation.

EXECUTIVE COMPENSATION AGREEMENT
Executive Compensation Agreement • May 5th, 2004 • Asia Broadband Inc • Nevada

AGREEMENT, commenced on the 7th day of July, 2003, by and between Asia Broadband Inc., a Nevada corporation with principal executive offices at 10 Glen Lake Parkway, Suite 130, Atlanta, GA 30328 ("ASAB") and Alexa Holdings, Limited ("AHL") is to serve as the formal Agreement for AHL to provide ASAB with the services of Graham Brant ("GB") registered at St. Peter Port, Guernsey. Designation of AHL and GB are used interchangeably here in the Agreement.

PURCHASE AGREEMENT Merendon International, Inc. A Nevada Corporation 2,000,000 Units Par Value, $0.001 March 15, 2000
Purchase Agreement • May 5th, 2004 • Asia Broadband Inc • Nevada
SETTLEMENT AGREEMENT
Settlement Agreement • May 5th, 2004 • Asia Broadband Inc

This agreement (the "Settlement Agreement") is entered into this 23rd day of November, 2003 by Asia Broadband, Inc., herein named "ASAB" and Tom Allen & Inter Canadian Capital Strategies, Inc., herein collectively named "TA/ICCS" and individually named TA and ICCS respectively. TA is resident in and ICCS is located in Toronto, Canada. ASAB is a State of Nevada corporation with headquartered in Atlanta, Georgia.

Heads of Agreement
Heads of Agreement • May 5th, 2004 • Asia Broadband Inc

Shanghai Broadband Network Inc., a company incorporated in The People's Republic of China, whose place of business is 10th Floor, 1399 Min Sheng Rd., Pudong, Shanghai, P. R. China 200125

Collaborative Agreement
Collaborative Agreement • May 5th, 2004 • Asia Broadband Inc

With respect to the law of The Chinese-foreign joint venture enterprise management law, the agreement of establishing Shanghai Broad-band Network Inc., a temporary name, is reached as listed below by the three parts.

Cooperative Agreement on Opening the Course of FUDAN English Express - Listening and Oral Training
Cooperative Agreement • May 5th, 2004 • Asia Broadband Inc
LONGDOWN FINANCIAL CONSULTANTS LIMITED 31 Compton Way Farnham GU10 1QT United Kingdom
Letter Agreement for Appointment of Executive Chairman • May 5th, 2004 • Asia Broadband Inc

This Letter of Agreement between Asia Broadband, Inc ("AB") and Longdown Financial Consultants Limited ("LFCL") and Mr. R.D. McVeigh, is to serve as the formal Agreement for LFCL to provide AB with the services of Mr. McVeigh as Executive Chairman of AB on the following terms and conditions:

SETTLEMENT AGREEMENT
Settlement Agreement • May 5th, 2004 • Asia Broadband Inc

This agreement (the "Settlement Agreement") is entered into this 28th day of November, 2003 by Asia Broadband, Inc., herein named "ASAB" R. Desmond McVeigh (formerly trading as Longdown Financial Limited (now removed from the Company Register) and now trading as SEABAS Investments Limited herein named "RDM". RDM is a corporation located in the British Virgin Islands. ASAB is a State of Nevada corporation with headquarter office in Atlanta, Georgia.

Contract
Private Placement Subscription Agreement • May 5th, 2004 • Asia Broadband Inc • Nevada

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

Software Development, Adaptation and Ownership Agreement Made on October 24, 2002 By and between
Software Development, Adaptation and Ownership Agreement • May 5th, 2004 • Asia Broadband Inc

Shanghai Broadband Network (hereinafter SBN) a company incorporated under the laws of P.R.China and having its offices at 10th Floor, 1399 Min Sheng Rd., Pudong, Shanghai, P.R. China 200125 (hereinafter "LICENSEE"), on one part,

Collaborative Agreement
Collaborative Agreement • May 5th, 2004 • Asia Broadband Inc

Party A was founded as a Sino-foreign joint equity enterprise on December 31, 1994 with approval of the State Industry and Commerce Administration of the People's Republic of China. Currently. Party A owns and operates a 5A-class intelligent office building, Shanghai Inforservice Tower. Through a signed agreement, Party A has been appointed by the information industry authority of Shanghai-Leading Group's Office of Shanghai National Economic and Social Information-as one of the four information hubs of Shanghai Information Port Broadband Network. Party A has obtained licenses for ICP and ISP issued by relevant government authorities.

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Agreement on the Establishment of Shanghai General Foreign Language Online Learning Center
Establishment Agreement • May 5th, 2004 • Asia Broadband Inc

Party A: Shanghai Broadband Network Inc. Party B: Shanghai General Foreign Language Testing Office Party C: Technical Center of Shanghai City Information Office

Agreement for Cooperation
Cooperation Agreement • May 5th, 2004 • Asia Broadband Inc

According to the consultation between parties A and B above, in order to support Party A in the operation of Party A's proposed broadband network valued-added services in Shanghai, Party B agrees to transfer the preferable right to use the broadband network and other related rights of usage which has been defined in the agreement between Party B and the Technical Center of the Shanghai Informazation Office (Shanghai Information Authorities).

OLC The Open Learning Company Limited - and - Asia Broadband Inc Memorandum of Understanding April 24th, 2002
Memorandum of Understanding • May 5th, 2004 • Asia Broadband Inc • London
LICENSING AGREEMENT Made on August 13, 2002 By and between
Licensing Agreement • May 5th, 2004 • Asia Broadband Inc

Shanghai Broadband Network, a company incorporated under the laws of P.R.China and having its offices at 10th Floor, 1399 Min Sheng Rd., Pudong, Shanghai, P. R. China 200125 (hereinafter "LICENSEE"), on one part,

Agreement - Shanghai General Foreign Language Online Learning Centre
Establishment Agreement • May 5th, 2004 • Asia Broadband Inc
Frame Agreement on Developing E-learning Cooperative Project
Frame Agreement • May 5th, 2004 • Asia Broadband Inc
Memorandum of Understanding
Memorandum of Understanding • May 5th, 2004 • Asia Broadband Inc

Immersive Education Ltd. (IE) and Asia broadband Inc. (ASAB) agree to work together in order to seek to develop the market for IE's content products to customers in China and elsewhere in Asia. ASAB will not only seek to open up sales channels but to contribute to or fully undertake any incremental software/content development necessary to make the products appropriate for these markets.

Agreement in Principle on Collaboration of Fudon New English Offline Training
Agreement in Principle • May 5th, 2004 • Asia Broadband Inc
EXECUTIVE COMPENSATION AGREEMENT
Executive Compensation Agreement • May 5th, 2004 • Asia Broadband Inc • Nevada

AGREEMENT, commencing the 7th day of July, 2003, by and between Asia Broadband Inc., a Nevada corporation with principal executive offices at 10 Glen Lake Parkway, Suite 130, Atlanta, GA 30328 ("ASAB") and Golden Promise Business Investment, Inc ("GPBI") is to serve as the formal Agreement for GPBI to provide ASAB with the services of Yuguo Zhang ("YZ") residing at Moncton Street, Richmond, B.C., Canada. Designation of GPBI and YZ are used interchangeably here in the Agreement.

Agreement in Principle - Shanghai Online Education Centre
Agreement in Principle • May 5th, 2004 • Asia Broadband Inc
Supplementary Agreement to A Contract on Establishment of Shanghai Broadband Network, Inc. (SBN) and the Constitution of SBN Party A: Merendon International, Inc. Party B: Shanghai InfoTower Enterprise Development, Inc. Party C: Technical Center of...
Supplementary Agreement • May 5th, 2004 • Asia Broadband Inc

In Shanghai on December 18, 2000, Parties A, B, and C reached the following supplementary agreement to a contract on establishment of Shanghai Broadband Network, Inc. (SBN) and SBN's corporate constitution:

Collaborative Agreement
Collaborative Agreement • May 5th, 2004 • Asia Broadband Inc

After extensive negotiations based on "Sino-Foreign Joint Venture Law", the three Partners have reached an agreement to establish Shanghai Broadband Network, Inc. as follows.

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