Share Exchange Agreement

SHARE EXCHANGE AGREEMENT

THIS SHARE EXCHANGE AGREEMENT (the "Agreement"), dated October 27, 2003, (the "Effective Date") is entered into by and among China Broadband Corp., a Nevada corporation ("CBBD"), Big Sky Energy Kazakhstan Ltd., an Alberta corporation ("BSEK"), and the Shareholders of BSEK (the "Shareholders").

WHEREAS, the Shareholders collectively own 10,000,000 shares of Common Stock, without par value, of BSEK (the "BSEK Shares").

WHEREAS, CBBD is a public reporting company under the rules and regulations of the U.S. Securities Act of 1934, whose shares trade on the OTC/Bulletin Board under the symbol "CBBD" and wishes to exchange a certain number of shares of its common stock to be issued from treasury (the "CBBD Shares") for the BSEK Shares.

WHEREAS, the parties to this Agreement have determined that the Shareholders will exchange the BSEK Shares for the CBBD Shares, as determined below (the "Share Exchange"), and CBBD will also provide BSEK with a loan of $500,000.00 US to be repaid within sixty (60) days (the "Loan");

WHEREAS, the parties to this Agreement have agreed to the Share Exchange and the Loan subject to the terms and conditions set forth below.

NOW THEREFORE THIS AGREEMENT WITNESSES that for and in consideration of the mutual premises and the mutual covenants and agreements contained herein, the parties covenant and agree each with the other as follows:

1.0 SHARE EXCHANGE AND LOAN

1.1 Subject to the terms and conditions hereof, the Shareholder shall exchange the BSEK Shares for the CBBD Shares, the number of which shall be determined by Section 1.3 below.

1.2 In order to affect the Share Exchange and the Loan, the parties agree that upon completion of a Fair Market Valuation described in Section 1.3 below, the following actions shall take place:

(a) Shareholders, by executing this Agreement, hereby authorize CBBD to take delivery and possession of all stock certificates representing all of the BSEK Shares and transfer such shares into the name of CBBD upon the completion of the issuance and delivery of the SBBD Shares to the Shareholders;

(b) CBBD shall issue and deliver to the Shareholders stock certificates representing the CBBD Shares, in the amount determined by Section 1.3 and 1.4 below.

1.3 The number of CBBD Shares to be issued to the Shareholders by CBBD hereunder shall be determined by the Fair Market Valuation of BSEK and its assets being prepared by PetroGlobe (Canada) Ltd. (the "FMV Report"). Upon completion of the FMV Report, the total net value of BSEK shall be divided by the thirty (30) day average closing bid price of CBBD's common stock on the OTC/Bulletin Board, with the resulting number representing the total number of CBBD Shares to be issued to the Shareholders; provided , however , that in no event shall the number of CBBD Shares to be issued hereunder exceed 8,000,000 shares.

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1.4 The CBBD Shares shall be issued and allocated to the Shareholders on the same percentage of BSEK Shares that each Shareholder currently holds.

1.5 The parties hereto acknowledge that CBBD advanced the Loan to BSEK prior to the date of this Agreement. BSEK hereby agrees and covenants that it shall repay the entire amount of the Loan no later than December 16, 2003 (the "Maturity Date"). The Loan shall not accrue interest prior to the Maturity Date. In the event that the Loan is not repaid in its entire by the Maturity Date, the Loan shall commence accruing interest at the rate of five percent (5%) per annum. Failure to repay any portion of the Loan shall be deemed a default and CBBD shall be entitled to pursue all remedies for such default afforded to it under law, including seeking a money judgment against BSEK, costs of collection and attorneys fees. The parties further agree and acknowledge that the Shareholders shall have no liability whatsoever for repayment of the Loan or any portion thereof.

2.0 CLOSING

2.1 The completion of the Share Exchange shall take place with five (5) business days of completion of the FMV Report but in no event shall it take place later than thirty (30) days from the date of execution of this Agreement (the "Closing Date"), and this Agreement shall be voidable thereafter at the option of either party upon thirty (30) days notice in writing to the parties hereto, such election not to be unreasonably exercised. This Agreement will terminate on the effective date of such notice of termination and shall thereafter by null and void.

3.0 TRANSACTION EXPENSES

3.1 Each party to this Agreement shall bear all costs and expenses incurred by him or it in negotiating and preparing this Agreement and in closing and carrying out the transactions contemplated by this Agreement. Unless otherwise expressly provided herein, all costs and expenses related to satisfying any condition or fulfilling any covenant contained in this Agreement shall be borne by the party whose responsibility it is to satisfy the condition or fulfill the covenant in question.

4.0 SHAREHOLDERS' REPRESENTATIONS AND WARANTIES

4.1 Each Shareholder hereby represents to CBBD, with the intent that the parties to this Agreement will rely thereon in entering into this Agreement and in concluding the Share Exchange contemplated herein that:

Such Shareholder has the power, authority and/or capacity to enter into this Agreement and to carry out its terms;

This Agreement constitutes a legal, valid and binding obligation of such Shareholder in accordance with its terms except as limited by laws of general application affecting the rights of creditors;

Such Shareholder is the registered holder and beneficial owner of the BSEK Shares, free and clear of all liens, encumbrances, security, interest, charges or other clouds on title;

Upon completion of the Share Exchange, CBBD shall be the beneficial and registered holder of the such Shareholder's BSEK Shares, as fully paid and non-assessable, free and clear of all liens, charges and encumbrances and other restrictions on transfer, save and except those which may be imposed by regulatory authorities or under applicable s ...