EXHIBIT
      A

     

    SUBSCRIPTION
      AGREEMENT

    


    This
      Subscription Agreement (the “Agreement”)
      is
      provided in connection with the confidential Private Placement Memorandum (the
      “Memorandum”)
      of
      Alpha Nutra, Inc. d/b/a China Broadband, a Nevada corporation (the “Company”),
      relating to the offer for sale of the Company’s Units (the “Unit”), each Unit
      consisting of 50,000 shares of common stock, par value $.001 per share (the
      “Common
      Stock”)
      and
      25,000 Redeemable Common Stock Purchase Warrants (the “Warrants”
and,
      the shares issuable upon exercise thereof, the “Warrant
      Shares”),
      on a
“best efforts”, 160 Unit (or 8,000,000 shares of Common Stock and 4,000,000
      Warrants) maximum or 6,000,000 share minimum basis (or 6,000,000 shares of
      Common Stock and 3,000,000 Warrants). You should not complete or execute this
      Agreement without first carefully reviewing the Memorandum and exhibits thereto,
      including, without limitation, the “Risk Factors” section thereof. It is
      understood that the securities described below are being offered for sale
      pursuant to an exemption from the registration provisions of the Securities
      Act
      of 1933, as amended (the "Securities
      Act")
      and in
      particular, Regulation D. The terms Unit, Common Stock, Warrant and Warrant
      Shares are sometimes referred to herein as the “Securities”.
      All
      capitalized terms not otherwise defined herein shall have the meanings set
      forth
      in the Memorandum. 

    


    Once
      you
      have completed and executed this Agreement, forward the same along with the
      signature pages for the Registration Rights Agreement and Escrow Agreement
      (the
      Registration Rights Agreement, this Agreement, the Escrow Agreement, each as
      amended from time to time are sometimes collectively referred to herein as
      the
“Transaction
      Documents”)
      appended at the end hereof for your convenience, to the Company at c/o China
      Broadband, Ltd. 1900 Ninth Street, 3rd Floor, Boulder, Colorado 80302 USA,
      phone
      number (303) 449-7733. Your subscription may be rejected for any reason or
      for
      no reason. You will not have an opportunity to approve disbursements from escrow
      and you should not deposit funds into escrow without willing to commit to an
      investment in the Company. Additionally, after the first closing of the offering
      there will be no escrow requirement and all funds should be deposited directly
      with the Company. Any funds forwarded to the Escrow Agent after the first
      closing will be forwarded directly to the Company for acceptance and use.


    


    All
      funds
      submitted prior
      to the first closing
      of the
      offering only, shall be either by check made payable to “Hodgson Russ, LLP, as
      Escrow Agent” or shall be wired in accordance with the following wire
      instructions: 

    


    Bank: Manufacturers
      and Traders Trust Company

    Buffalo:
      New York

    ABA
      # :
      022000046

    Account
      Name: Hodgson Russ LLP

    Client’s
      Trust Account Number #: 10-314-3

    Foreign
      Wire: M & T Swift Code - MANTUS 33

    


    Wire
      Reference: - “China Broadband, Ltd.”

    Wire
      Contact: Sandy Pulli Ext. 1378

    


    After
      the
      first closing, all funds should be forwarded directly to the Company at the
      wire
      instructions provided to you by the Placement Agent or the Company and will
      be
      available for immediate use by the Company. Additionally, any funds forwarded
      to
      the Escrow Agent after the first closing will be forwarded directly to the
      Company. 

    


    1. Subscription.
      The
      undersigned (hereinafter referred to as the "Purchaser")
      hereby
      subscribes for the number of Units set forth on the signature pages hereof,
      at a
      purchase price of US $25,000 per Unit for a total purchase price of $___________________________
      (the
“Purchase
      Price”).
      Accompanying this Agreement is the Purchaser's check or evidence of wire
      transfer in accordance with the attached wire instructions (the "Payment"),
      payable to "Hodgson Russ, LLP, as Escrow Agent" in payment of the purchase
      price
      for the Units subscribed for hereby (or, if after the first closing date, then
      such Payment shall be made payable to the Company). The Purchaser understands
      that once funds are deposited into Escrow and the completed and executed
      Transaction Documents are submitted by Purchaser, Purchaser will not have any
      control over disbursement of funds from escrow, and, once the minimum offering
      amount or greater is closed upon, the Company and Placement Agent may disburse
      funds from escrow without consent of Purchaser. The Purchaser further
      understands that after a closing on the minimum offering amount, all further
      funds in escrow for accepted subscriptions will be disbursed from time to time
      at the sole discretion of the Company and will be available for immediate use
      by
      the Company. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    2.
       Representations,
      Warranties and Covenants of the Purchaser

    


    2.1
       The
      information set forth on the questionnaire (the “Questionnaire”)
      immediately following this Agreement is true and accurate in all respects the
      provisions of which are incorporated herein in their entirety and made a part
      hereof, as though fully set forth herein and the Purchaser is either an
      Accredited Investor, as such term is defined in Rule 501 of Regulation D of
      the
      Securities Act, or is not a U.S. Person, as defined in the Memorandum. If you
      are not a U.S. Person, the Company will provide you with an alternate
      questionnaire. 

    


    3. Representations
      and Warranties of each Purchaser.
      Each
      Purchaser hereby represents, warrants and covenants with the Company as
      follows:

    


    3.1 Legal
      Power.
      Each
      Purchaser has the requisite individual, corporate, partnership, limited
      liability company, trust, or fiduciary power, as appropriate, and is authorized,
      if such Purchaser is a corporation, partnership, limited liability company,
      or
      trust, to enter into this Agreement, to purchase the Units hereunder, and to
      carry out and perform its obligations under the terms of the Transaction
      Documents to which it is a party.

    


    3.2 Due
      Execution.
      This
      Agreement and the other Transaction Documents have been duly authorized, if
      such
      Purchaser is a corporation, partnership, limited liability company, trust or
      fiduciary, executed and delivered by such Purchaser, and, upon due execution
      and
      delivery by the Company, this Agreement and such other Transaction Documents
      will be a valid and binding agreement of such Purchaser.

    


    3.3 Access
      to Information.
      Purchaser has thoroughly reviewed this Agreement including, without limitation,
      Section 3 which discloses certain material information about the Company. Each
      Purchaser represents that such Purchaser has been given full and complete access
      to the Company and to all materials relating to the business, finances and
      operations of the Company and the prospective Business Acquisition and materials
      relating to the offer and sale of the Units which have been requested by
      Purchaser or its advisors. Each Purchaser represents that such Purchaser has
      been afforded the opportunity to ask questions of, and has inquired with, the
      officers of the Company regarding its business prospects and the Securities,
      all
      as such Purchaser or such Purchaser’s qualified representative have found
      necessary to make an informed investment decision to purchase the Units or
      exercise the Warrant.
      Neither
      such inquiries nor any other due diligence investigation conducted by Purchaser
      or any of its advisors or representatives shall modify, amend or affect
      purchaser’s right to rely on the Company’s representations and warranties
      contained herein. The Purchaser understands that an investment in the Units
      or
      exercise of the Warrants involves a significant degree of risk. The Purchaser
      understands that if the Business Acquisition is not consummated, funds will
      be
      returned to the Purchaser less such Purchaser’s pro rata share of the offering
      expenses. 

    


    3.4 Restricted
      Securities.

    


    3.4.1 Each
      Purchaser has been advised that the Securities have not been registered under
      the Securities Act or any other applicable
      securities laws and that Units
      (and, upon exercise thereof, shares underlying the Warrants) are being offered
      and sold pursuant to Section 4(2) of the Securities Act and/or Rule
      506
      of Regulation D thereunder, or under Regulation S, and that the Company’s
      reliance upon Section 4(2) and/or Rule 506 of Regulation D and/or on Regulation
      S, is predicated in part on such Purchaser representations as contained
      herein.
      Each
      Purchaser acknowledges that the Securities will be issued as “restricted
      securities” as defined by Rule 144 promulgated pursuant to the Securities Act.
      None of the Securities may be resold in the absence of an effective registration
      thereof under the Securities Act and applicable state securities laws unless,
      in
      the opinion of the Company’s counsel, an applicable exemption from registration
      is available.

    


    3.4.2 Each
      Purchaser represents that such Purchaser is acquiring the Securities for such
      Purchaser’s own account, and not as nominee or agent, for investment purposes
      only and not with a view to, or for sale in connection with, a distribution,
      as
      that term is used in Section 2(11) of the Securities Act, in a manner which
      would require registration under the Securities Act or any state securities
      laws.

    


    3.4.3 Each
      Purchaser understands and acknowledges that the Common Stock and Warrants when
      issued and, upon exercise of the Warrants the Warrant Shares, will bear
      substantially the following legend:

     

    THE
      SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THE
      SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED
      FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION THEREOF UNDER THE
      SECURITIES ACT OF 1933 AND/OR THE SECURITIES ACT OF ANY STATE HAVING
      JURISDICTION OR AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION THAT SUCH
      REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR ACTS.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    3.4.4 Each
      Purchaser acknowledges that an investment in the Securities is not liquid and
      is
      transferable only under limited conditions. Each Purchaser acknowledges that
      such securities must be held indefinitely unless they are subsequently
      registered under the Securities Act or an exemption from such registration
      is
      available. Each Purchaser is aware of the provisions of Rule 144 promulgated
      under the Securities Act, which permits limited resale of restricted securities
      subject to the satisfaction of certain conditions and that such Rule is not
      now
      available and, in the future, may not become available for resale of any of
      the
      Securities.

     

    3.4.5 The
      representations made by each Purchaser on the Purchaser Signature Page and
      in
      this Agreement are true and correct and do not omit any material
      information.

     

    3.5 Purchaser
      Sophistication and Ability to Bear Risk of Loss.
      Each
      Purchaser acknowledges that it is able to protect its interests in connection
      with the acquisition of the Units
      and
      can bear the economic risk of investment in such securities without producing
      a
      material adverse change in such Purchaser’s financial condition. Each Purchaser,
      either alone or with such Purchaser’s representative(s), otherwise has such
      knowledge and experience in financial or business matters that such Purchaser
      is
      capable of evaluating the merits and risks of the investment in the
      Units.

     

    3.6 Preexisting
      Relationship.
      Each
      Purchaser has a preexisting personal or business relationship with the Company,
      one or more of its officers, directors, or controlling persons, or the Placement
      Agent (as defined herein).

     

    3.7 Purchases
      by Groups.
      Each
      Purchaser represents, warrants and covenants that it is not acquiring the Units
      as part of a group within the meaning of Section 13(d)(3) of the Securities
      Exchange Act of 1934, as amended.

     

    4.
      Miscellaneous

    


    4.1
      All
      notices or other communications given or made hereunder shall be in writing
      and
      shall be delivered by hand or mailed by registered or certified mail, return
      receipt requested, postage prepaid, to the undersigned, at the address set
      forth
      herein, and to the Company at the address set forth above.

    


    4.2 This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      state of New York applicable to contracts made and wholly performed in that
      state.

    


    4.3.
      This
      Agreement constitutes the entire agreement among the parties hereto with respect
      to the subject matter hereof and may be amended only by a writing executed
      by
      the party to be bound thereby.

    


    4.4 This
      Agreement is not transferable or assignable by the Purchaser.

    


    4.5 All
      references in this Agreement to the "Purchaser" shall include all parties (other
      than the Company) who execute this Agreement. If the Purchaser is a corporation,
      partnership, trust or two or more individuals purchasing jointly, note the
      specific instructions for the Certificate of Corporate, Partnership, Trust
      and
      Joint Purchases at page 8 hereof. Please date and sign the
      certificate.

    


    5. Acceptance
      of Subscription.
      It is
      understood that this subscription is not binding upon the Company until the
      Company accepts it, and that the Company has the right to accept or reject
      this
      subscription in whole or in part in its sole and complete discretion. If this
      subscription is rejected in whole, the Company shall return the Payment to
      Purchaser, without interest, and the Company and Purchaser shall have no further
      obligation to each other hereunder. In the event of a partial rejection of
      this
      subscription, a pro rated amount of the Payment will be returned to the
      Purchaser, without interest.

    


    [Signature
      Pages Follow]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    SIGNATURE
      PAGE TO SUBSCRIPTION AGREEMENT

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date set
      forth on the Purchase Signature Page hereto. 

     

    
      	 	 	PURCHASER
	 	 	 
	 	 	
              (By
                Counterpart Form - See Purchaser Signature Pages
                following the Questionnaire)

            
	 	 	 
	 	 	 
	 	 	COMPANY
	 	 	 
	 
 	 
 	
              ALPHA
                NUTRA, INC. 

              d/b/a
                China Broadband 

            
	 	 	 
	 	 	
              (By
                Execution of
                Acceptance Page following Certificate
                of Signatory)

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    QUESTIONNAIRE

    


    The
      undersigned Purchaser has read the Subscription Agreement dated as of ______
      __,
      2006 and acknowledges that the completion of this Questionnaire and the
      execution of the Purchaser Signature Page that follows shall constitute the
      undersigned’s execution of such Agreement. This Questionnaire is and shall
      remain part of the Agreement. All capitalized terms used herein shall be as
      defined in such Agreement.

    


    I
      hereby
      subscribe for _____________________ Units of Alpha Nutra, Inc., d/b/a China
      Broadband Inc. at
      a
      price of $25,000 per Unit, for a total purchase price of $_________________.
      The
      Units consist of 50,000 shares of Common Stock and 25,000 redeemable Warrants.
      

     

    I
      am a
      resident of the State of __________________. 

    


     

      
        

      

    

    Please
      print above the exact name(s) in which the Shares are to be
      held

     

     

    
      	
              My
                address is:

            	 
	 	
              
 

              
 

              
  


    

     

    [continued]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    I
      agree
      to keep information relating to the Company strictly confidential and not to
      discuss or exploit or distribute any of the information herein except to my
      professional advisors or as necessary to comply with law.

    


    I
      acknowledge that the offering of the Shares is subject to the Federal securities
      laws of the United States and state securities laws of those states in which
      the
      Shares are offered, and that, pursuant to the U.S. Federal securities laws
      and
      state securities laws, the Shares may be purchased by persons who come within
      the definition of an “Accredited
      Investor”
as
      that
      term is defined in Rule 501(a) of Regulation D promulgated under the Securities
      Act (“Regulation
      D”).
      

     

    By
      initialing one of the categories below, I represent and warrant that I come
      within the category so initialed and have truthfully set forth the factual
      basis
      or reason I come within that category. All information in response to this
      paragraph will be kept strictly confidential. I agree to furnish any additional
      information that the Company deems necessary in order to verify the answers
      set
      forth below.

     

    NOTE:
      You must either initial that at least ONE
      category.

     

    Individual
      Purchaser: 

    (A
      Purchaser who is an individual may initial either Category I, II, or
      III)

     

    
      	
              Category
                I

            	
              ______

            	 	
              I
                am a director or executive officer of the
                Company.

            


      	 	 	 	 


      	Category II	______	 	I
              am an individual (not a partnership, corporation, etc.) whose individual
              net worth, or joint net worth with my spouse, presently exceeds
              $1,000,000.


      	 	 	 	 


      	 	 	 	Explanation. In
              calculation of net worth, you may include equity in personal property
              and
              real estate, including your principal residence, cash, short term
              investments, stocks and securities. Equity in personal property and
              real
              estate should be based on the fair market value of such property less
              debt
              secured by such property.


      	 	 	 	 


      	Category III	______	 	I am an individual (not a partnership, corporation,
              etc.)
              who had an individual income in excess of $200,000 in 2004 and 2005,
              or
              joint income with my spouse in excess of $300,000 in 2004 and 2005,
              and I
              have a reasonable expectation of reaching the same income level in
              2006.


    

     

    Entity
      Purchasers: 

     

    (A
      Purchaser which is a corporation, limited liability company, partnership, trust,
      or other entity may initial
      either Category IV, V, VI, VII or VIII)

     

    
      	Category IV	______	 	The Purchaser is an entity in which all of the equity
              owners are “Accredited
              Investors”
              as defined in Rule 501(a) of Regulation D. If
              relying upon this category alone, each equity owner must complete a
              separate copy of this
              Agreement.


    

     

    _____________________________________________________

     

    _____________________________________________________

     

    (describe
      entity)   _____________________________________________________

     

    
      	Category V	______	 	The Purchaser is a trust, with total assets in excess
              of
              $5,000,000, not formed for the specific purpose of acquiring the Units
              offered, whose purchase is directed by a “Sophisticated
              Person”
              as described in Rule 506(b)(2)(ii) of Regulation
              D.


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	Category VI	______	 	The Purchaser is an organization described in Section
              501(c)(3) of the Internal Revenue Code, corporation, Massachusetts
              or
              similar business trust, or partnership, not formed for the specific
              purpose of acquiring the Units, with total assets in excess of
              $5,000,000.


    

     

    _____________________________________________________

     

    _____________________________________________________

     

                  
      _____________________________________________________

       
             (describe entity)

     

    
      	Category VII	______	 	The Purchaser is a private business
              development company as defined in Section 202(a)(22) of the Investment
              Advisers Act of 1940.


    

     

    _____________________________________________________

     

    _____________________________________________________

     

                   _____________________________________________________

                 
      (describe entity)

    


    Executed
      this _____ day of _________, 2006 at ____________________,
      ________________.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    PURCHASER
      SIGNATURE PAGE

    (For
      Individual Purchasers)

    


    This
      Subscription Agreement (including the Questionnaire) is hereby executed and
      entered into by the below Purchaser.

     

    
      	 	 	 
	 	 	 
	 	
              
Signature
              (Individual)
	 	 
	 	 
	 	
              
Name
              (Print)
	 	 
	 	 
	 	
              
Street
              address
	 	 
	 	 
	 	
              

              City,
                State and Zip Code

            
	 	 
	 	 
	 	
              
Tax
              Identification or Social Security Number
	 	 
	 	(                     )
	 	
              
Telephone
              Number
	 	 
	 	(                   
               )
	 	
              

              Facsimile
                Number

            
	 	 
	 	Address to Which Correspondence
              Should Be
              Directed (if different from above)
	 	 
	 	 
	 	
              
c/o
              Name
	 	 
	 	 
	 	
              
Street
              Address
	 	 
	 	 
	 	
              
City,
              State and Zip Code
	 	 
	 	(                   
               )
	 	
              
Telephone
              Number
	 	 
	 	(                   
               )
	 	
              

              Facsimile
                Number

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    PURCHASER
      SIGNATURE PAGE

    (for
      Corporation, Partnership, Trust or Other Entities)

     

    This
      Subscription Agreement (including the Questionnaire) is hereby executed and
      entered into by the below Purchaser:

     

    
      	 	 	 
	 	 	 
	 	
              
Name
              of Entity
	 	 
	 	 
	 	
              
Type
              of Entity (i.e., corporation, partnership,
              etc.)
	 	 
	 	 
	 	
              
Tax
              Identification or Social Security Number
	 	 
	 	 
	 	
              

              State
                of Formation of Entity

            
	 	 
	 	 
	 	
              

              Name of Signatory Typed or Printed
	 	 
	 	Its: 
	 	
              
                

              

              Title

            
	 	 
	 	 
	 	Address to Which Correspondence
              Should Be
              Directed (if different from above)
	 	 
	 	 
	 	
              
c/o
              Name
	 	 
	 	 
	 	
              
Street
              Address
	 	 
	 	 
	 	
              
City,
              State and Zip Code
	 	 
	 	(                   
               )
	 	
              
Telephone
              Number
	 	 
	 	(                   
               )
	 	
              

              
                Facsimile
                  Number

              

            


    

     

    *If
      Shares are being subscribed for by an entity, the Certificate of Signatory
      that
      follows must also be completed.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    CERTIFICATE
      OF SIGNATORY

    


    To
      be
      completed if Shares are being subscribed for by an entity.

     

    I,__________________________________,
      am the ___________________________ of
      ________________________________________________________ (the
      “Entity”).

    


    I
      certify
      that I am empowered and duly authorized by the Entity to execute and carry
      out
      the terms of the Subscription Agreement relating to the sale of Common Stock
      of
      China Broadband Inc., and to purchase and hold the Shares. The Subscription
      Agreement has been duly and validly executed on behalf of the Entity and
      constitutes a legal and binding obligation of the Entity.

    


    IN
      WITNESS WHEREOF, I have hereto set my hand this ______ day of _________,
      2006.

     

    
      	 	 	 
	 	  	 
	 	
              

              Signature

            




    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ACCEPTANCE
      PAGE TO NOTE PURCHASE AGREEMENT OF

    ALPHA
      NUTRA, INC.
      d/b/a
      China Broadband

     

    The
      Foregoing subscriptions for shares of Common Stock, at a purchase price of
      $.50
      per share, in accordance with the foregoing Subscription Agreement, as amended
      is hereby AGREED AND ACCEPTED:

    


    Number
      of
      Shares for Which Subscription is Accepted: _______________________

    


    Dollar
      Amount of Investment Accepted: 
      $______________________

     

    ALPHA
      NUTRA, INC. 

    d/b/a
      China Broadband

     

      	 	 	 	 
	By: 	 	 	 
	
              
                

              
Name:	 	 	
            
	Title: 	 	 	 


    

    


    Date:
      _____________________, 2007