**THIS
      WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
      BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT
      AND
      THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
      OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
      REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
      SATISFACTORY TO ALPHA NUTRA, INC., D/B/A CHINA BROADBAND THAT SUCH REGISTRATION
      IS NOT REQUIRED** .





**COMMON
      STOCK PURCHASE WARRANT**


No. 2007-B-1
            Issue
                Date: January 23, 2007





ALPHA
      NUTRA, INC., d/b/a China Broadband, a corporation organized under the laws
      of
      the State of Nevada and doing business as China Broadband (the “ **Company** ”),
      hereby certifies that, for value received [BCGU, LLC], with an address at
      _________________________________, or its assigns (the “ **Holder** ”),
      is
      entitled, subject to the terms set forth below, to purchase from the Company
      at
      any time after the Issue Date until 5:00 p.m., E.S.T on March 24, 2009 (the
      “ **Expiration
      Date** ”),
      up to
      Five Hundred Thousand (500,000) fully paid and non-assessable shares of the
      common stock of the Company (the “ **Common
      Stock** ”),
      $.001
      par value per share at a per share purchase price of $.60 (as adjusted from
      time
      to time, the “ **Warrant
      Exercise Price** ”).
      The
      number and character of such shares of Common Stock and the Warrant Exercise
      Price issuable upon the exercise of this warrant (the “ **Warrant** ”)
      are
      subject to adjustment as provided herein. The shares underlying these warrants
      are subject to certain lock up provisions pursuant to a separate lock up
      agreement among the parties.




As
      used herein the following terms, unless the context otherwise requires, have
      the
      following respective meanings:




(a)  The
      term “ **Company** ”
      shall include Alpha Nutra, Inc., d/b/a China Broadband and any corporation
      which
      shall succeed or assume the obligations of Alpha Nutra, Inc. hereunder.




(b)  The
      term “ **Common
      Stock** ”
      includes (a) the Company's Common Stock as authorized on the date hereof,
      and (b) any other securities into which or for which any of the securities
      described in (a) may be converted or exchanged pursuant to a plan of
      recapitalization, reorganization, merger, sale of assets or
      otherwise.




(c)  The
      term “ **Other
      Securities** ”
      refers to any stock (other than Common Stock) and other securities of the
      Company or any other person (corporate or otherwise) which the holder of the
      Warrant at any time shall be entitled to receive, or shall have received, on
      the
      exercise of the Warrant, in lieu of or in addition to Common Stock, or which
      at
      any time shall be issuable or shall have been issued in exchange for or in
      replacement of Common Stock or Other Securities pursuant to Section 4 or
      otherwise.




**1.**  **Exercise
      of Warrant** .




****  1.1.  Number
      of Shares Issuable upon Exercise .
      From
      and after the Issue Date through and including the Expiration Date, the Holder
      hereof shall be entitled to receive, upon exercise of this Warrant in whole
      in
      accordance with the terms of subsection 1.2 or upon exercise of this
      Warrant in part in accordance with subsection 1.3, shares of Common Stock
      of the Company, subject to adjustment pursuant to Section 4.




1.2.  Full
      Exercise .
      This Warrant may be exercised in full by the Holder hereof by delivery of an
      original or facsimile copy of the form of subscription attached as **Exhibit A** hereto (the “ **Subscription
      Form”)** duly executed by such Holder and surrender of the original Warrant within three
      (3) days of exercise, to the Company at its principal office or at the office
      of
      its Warrant Agent (as provided hereinafter), accompanied by payment, in cash,
      wire transfer or by certified or official bank check payable to the order of
      the
      Company, in the amount obtained by multiplying the number of shares of Common
      Stock for which this Warrant is then exercisable by the Warrant Exercise Price
      then in effect.









1.3.  Partial
      Exercise .
      This Warrant may be exercised in whole or in part from time to time (but not
      for
      a fractional share) by surrender of this Warrant in the manner and at the place
      provided in subsection 1.2 except that the amount payable by the Holder on
      such partial exercise shall be the amount obtained by multiplying (a) the
      number of whole shares of Common Stock designated by the Holder in the
      Subscription Form by (b) the Warrant Exercise Price then in effect. On any
      such partial exercise, the Company, at its expense, will forthwith issue and
      deliver to or upon the order of the Holder hereof a new Warrant of like tenor,
      in the name of the Holder hereof or as such Holder (upon payment by such Holder
      of any applicable transfer taxes) may request, the whole number of shares of
      Common Stock for which such Warrant may still be exercised.




1.4.  Fair
      Market Value .
      Fair Market Value of a share of Common Stock as of a particular date (the
“ **Determination
      Date** ”)
      shall mean:




(a)  If
      the Company's Common Stock is traded on an exchange or is quoted on the National
      Association of Securities Dealers, Inc. Automated Quotation (“ **Nasdaq** ”),
      National Market System, the NASDAQ SmallCap Market or the American Stock
      Exchange, LLC, then the closing or last sale price, respectively, reported
      for
      the last business day immediately preceding the Determination Date;




(b)  If
      the Company's Common Stock is not traded on an exchange or on the NASDAQ
      National Market System, the NASDAQ SmallCap Market or the American Stock
      Exchange, Inc., but is traded in the over-the-counter market or Pink Sheets
      or
      similar market, then the average of the closing bid and ask prices reported
      for
      the last business day immediately preceding the Determination Date;




(c)  Except
      as provided in clause (d) below, if the Company's Common Stock is not
      publicly traded, then as the Holder and the Company agree, or in the absence
      of
      such an agreement, by a valuation to be provided by an independent valuation
      firm selected by the Company; or




(d)  If
      the Determination Date is the date of a liquidation, dissolution or winding
      up,
      or any event deemed to be a liquidation, dissolution or winding up pursuant
      to
      the Company's charter, then all amounts to be payable per share to holders
      of
      the Common Stock pursuant to the charter in the event of such liquidation,
      dissolution or winding up, plus all other amounts to be payable per share in
      respect of the Common Stock in liquidation under the charter, assuming for
      the
      purposes of this clause (d) that all of the shares of Common Stock then
      issuable upon exercise of all of the Warrants are outstanding at the
      Determination Date.




Notwithstanding
      the foregoing, for purposes of determining Fair Market Value pursuant to Section
      1.8 below, only the value of the Common Stock as set forth in Subsection
      1.4(a) , 1.4(b) or 1.4(c) above may be considered.




1.5.  Company
      Acknowledgment .
      The Company will, at the time of the exercise of the Warrant, upon the request
      of the Holder hereof acknowledge in writing its continuing obligation to afford
      to such Holder any rights to which such Holder shall continue to be entitled
      after such exercise in accordance with the provisions of this Warrant. If the
      Holder shall fail to make any such request, such failure shall not affect the
      continuing obligation of the Company to afford to such Holder any such
      rights.




1.6.  Trustee
      for Warrant Holders .
      In the event that a bank or trust company shall have been appointed as trustee
      for the Holder of the Warrants pursuant to Subsection 3.2, such bank or
      trust company shall have all the powers and duties of a warrant agent (as
      hereinafter described) and shall accept, in its own name for the account of
      the
      Company or such successor person as may be entitled thereto, all amounts
      otherwise payable to the Company or such successor, as the case may be, on
      exercise of this Warrant pursuant to this Section 1.




1.7  Delivery
      of Stock Certificates, etc. on Exercise .
      The Company agrees that the shares of Common Stock purchased upon exercise
      of
      this Warrant shall be deemed to be issued to the Holder hereof as the record
      owner of such shares as of the close of business on the date on which this
      Warrant shall have been surrendered and payment made for such shares as
      aforesaid. As soon as practicable after the exercise of this Warrant in full
      or
      in part, and in any event within three (3) business days thereafter, the Company at its expense (including the payment by it of
      any
      applicable issue taxes) will cause to be issued in the name of and delivered
      to
      the Holder hereof, or as such Holder (upon payment by such Holder of any
      applicable transfer taxes) may direct in compliance with applicable securities
      laws, a certificate or certificates for the number of duly and validly issued,
      fully paid and non-assessable shares of Common Stock (or Other Securities)
      to
      which such Holder shall be entitled on such exercise, plus, in lieu of any
      fractional share to which such Holder would otherwise be entitled, cash equal
      to
      such fraction multiplied by the then Fair Market Value of one full share of
      Common Stock, together with any other stock or other securities and property
      (including cash, where applicable) to which such Holder is entitled upon such
      exercise pursuant to Section 1 or otherwise.




2




2.  Notwithstanding
      anything in this Warrant to the contrary, in no event shall the Holder of this
      Warrant be entitled to exercise a number of Warrants (or portions thereof)
      in
      excess of the number of Warrants (or portions thereof) upon exercise of which
      the sum of (i) the number of shares of Common Stock beneficially owned by the
      Holder and its affiliates (other than shares of Common Stock which may be deemed
      beneficially owned through the ownership of the unexercised Warrants and the
      unexercised or unconverted portion of any other securities of the Company)
      and
      (ii) the number of shares of Common Stock issuable upon exercise of the Warrants
      (or portions thereof) with respect to which the determination described herein
      is being made, would result in beneficial ownership by the Holder and its
      affiliates of more than 4.99% of the outstanding shares of Common Stock. For
      purposes of the immediately preceding sentence, beneficial ownership shall
      be
      determined in accordance with Section 13(d) of the Securities Exchange Act
      of
      1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided
      in clause (i) of the preceding sentence. Notwithstanding anything to the
      contrary contained herein, the limitation on exercise of this Warrant set forth
      herein may be amended at the sole discretion of the Holder upon providing 61
      days written notice to the Company, said notice specifying the exact amount
      of
      shares beneficially owned as calculated under Section 13(d) and the exact number
      of shares for which this Warrant is to be exercised. Holder shall, in the event
      of such waiver, be responsible for its own securities and related filings.




3.  Adjustment
      for Reorganization, Consolidation, Merger, etc.




3.1.  Reorganization,
      Consolidation, Merger, etc .
      In case at any time or from time to time, the Company shall (a) effect a
      reorganization, (b) consolidate with or merge into any other person or
      (c) transfer all or substantially all of its properties or assets to any
      other person under any plan or arrangement contemplating the dissolution of
      the
      Company, then, in each such case, as a condition to the consummation of such
      a
      transaction, proper and adequate provision shall be made by the Company whereby
      the Holder of this Warrant, on the exercise hereof as provided in
      Section 1, at any time after the consummation of such reorganization,
      consolidation or merger or the effective date of such dissolution, as the case
      may be, shall receive, in lieu of the Common Stock (or Other Securities)
      issuable on such exercise prior to such consummation or such effective date,
      the
      stock and other securities and property (including cash) to which such Holder
      would have been entitled upon such consummation or in connection with such
      dissolution, as the case may be, if such Holder had so exercised this Warrant,
      immediately prior thereto, all subject to further adjustment thereafter as
      provided in Section 4.




3.2.  Dissolution .
      In the event of any dissolution of the Company following the transfer of all
      or
      substantially all of its properties or assets, the Company, prior to such
      dissolution, shall at its expense deliver or cause to be delivered the stock
      and
      other securities and property (including cash, where applicable) receivable
      by
      the Holder of the Warrants after the effective date of such dissolution pursuant
      to this Section 3 to a bank or trust company (a “ **Trustee** ”)
      having its principal office in New York, NY, as trustee for the Holder of
      the Warrants.




3.3.  Continuation
      of Terms .
      Upon any reorganization, consolidation, merger or transfer (and any dissolution
      following any transfer) referred to in this Section 3, this Warrant shall
      continue in full force and effect and the terms hereof shall be applicable
      to
      the Other Securities and property receivable on the exercise of this Warrant
      after the consummation of such reorganization, consolidation or merger or the
      effective date of dissolution following any such transfer, as the case may
      be,
      and shall be binding upon the issuer of any Other Securities, including, in
      the
      case of any such transfer, the person acquiring all or substantially all of
      the
      properties or assets of the Company, whether or not such person shall have
      expressly assumed the terms of this Warrant as provided in Section 4. In
      the event this Warrant does not continue in full force and effect after the
      consummation of the transaction described in this Section 3, then only in
      such event will the Company's securities and property (including cash, where
      applicable) receivable by the Holder of the Warrants be delivered to the Trustee
      as contemplated by Section 3.2.




3




4.  Extraordinary
      Events Regarding Common Stock .
      In the event that the Company shall (a) issue additional shares of the
      Common Stock as a dividend or other distribution on outstanding Common Stock,
      (b) subdivide its outstanding shares of Common Stock, or (c) combine
      its outstanding shares of the Common Stock into a smaller number of shares
      of
      the Common Stock, then, in each such event, the Warrant Exercise Price shall,
      simultaneously with the happening of such event, be adjusted by multiplying
      the
      then Warrant Exercise Price by a fraction, the numerator of which shall be
      the
      number of shares of Common Stock outstanding immediately prior to such event
      and
      the denominator of which shall be the number of shares of Common Stock
      outstanding immediately after such event, and the product so obtained shall
      thereafter be the Warrant Exercise Price then in effect. The Warrant Exercise
      Price, as so adjusted, shall be readjusted in the same manner upon the happening
      of any successive event or events described herein in this Section 4. The
      number of shares of Common Stock that the Holder of this Warrant shall
      thereafter, on the exercise hereof as provided in Section 1, be entitled to
      receive shall be adjusted to a number determined by multiplying the number
      of
      shares of Common Stock that would otherwise (but for the provisions of this
      Section 4) be issuable on such exercise by a fraction of which (a) the
      numerator is the Warrant Exercise Price that would otherwise (but for the
      provisions of this Section 4) be in effect, and (b) the denominator is
      the Warrant Exercise Price in effect on the date of such exercise.




5.  Certificate
      as to Adjustments Corresponding Changes to Call Right .
      In each case of any adjustment or readjustment in the shares of Common Stock
      (or
      Other Securities) issuable on the exercise of the Warrants, the Company at
      its
      expense will promptly cause its Chief Financial Officer or other appropriate
      designee to compute such adjustment or readjustment in accordance with the
      terms
      of the Warrant and prepare a certificate setting forth such adjustment or
      readjustment and showing in detail the facts upon which such adjustment or
      readjustment is based, including a statement of (a) the consideration
      received or receivable by the Company for any additional shares of Common Stock
      (or Other Securities) issued or sold or deemed to have been issued or sold,
      (b) the number of shares of Common Stock (or Other Securities) outstanding
      or deemed to be outstanding, and (c) the Warrant Exercise Price and the
      number of shares of Common Stock to be received upon exercise of this Warrant,
      in effect immediately prior to such adjustment or readjustment and as adjusted
      or readjusted as provided in this Warrant. The Company will forthwith mail
      a
      copy of each such certificate to the Holder of the Warrant and any Warrant
      Agent
      of the Company (appointed pursuant to Section 11 hereof).




6.  Reservation
      of Stock, etc. Issuable on Exercise of Warrant; Financial
      Statements .
      The Company will at all times reserve and keep available, solely for issuance
      and delivery on the exercise of the Warrants, all shares of Common Stock (or
      Other Securities) from time to time issuable on the exercise of the Warrant.
      This Warrant entitles the Holder hereof to receive copies of all financial
      and
      other information distributed or required to be distributed to the holders
      of
      the Company's Common Stock.




7.  Assignment;
      Exchange of Warrant .
      Subject to compliance with applicable securities laws, this Warrant, and the
      rights evidenced hereby, may be transferred by any registered holder hereof
      (a
“ **Transferor** ”).
      On the surrender for exchange of this Warrant, with the Transferor's endorsement
      in the form of **Exhibit B** attached hereto (the “ **Transferor
      Endorsement Form** ”)
      and together with an opinion of counsel reasonably satisfactory to the Company
      that the transfer of this Warrant will be in compliance with applicable
      securities laws, the Company at its expense, but with payment by the Transferor
      of any applicable transfer taxes, will issue and deliver to or on the order
      of
      the Transferor thereof a new Warrant or Warrants of like tenor, in the name
      of
      the Transferor and/or the transferee(s) specified in such Transferor Endorsement
      Form (each a “ **Transferee** ”),
      calling in the aggregate on the face or faces thereof for the number of shares
      of Common Stock called for on the face or faces of the Warrant so surrendered
      by
      the Transferor. No such transfers shall result in a public distribution of
      the
      Warrant.




8.  Replacement
      of Warrant .
      On receipt of evidence reasonably satisfactory to the Company of the loss,
      theft, destruction or mutilation of this Warrant and, in the case of any such
      loss, theft or destruction of this Warrant, on delivery of an indemnity
      agreement or security reasonably satisfactory in form and amount to the Company
      or, in the case of any such mutilation, on surrender and cancellation of this
      Warrant, the Company at its expense, will execute and deliver, in lieu thereof,
      a new Warrant of like tenor.




9.  Registration
      Rights .
      The Holder of this Warrant has been granted certain registration rights by
      the
      Company. These registration rights are set forth in the Registration Rights
      Agreement. The terms of the Registration Rights Agreement are incorporated
      herein by this reference.




Notwithstanding
      any provisions herein to the contrary and commencing January 23, 2009 (i.e.
      two
      (2) years following the original issuance date of January 24, 2007) if a
      registration statement under the Securities Act providing for the resale of
      the
      Common Stock underlying this Warrant is not then in effect by the date such
      registration statement is required to be effective pursuant to the Registration
      Rights Agreement or does not remain effective until all of the Common Stock
      issuable hereby may be sold, or is otherwise not in effect in accordance with
      the terms of the Registration Rights Agreement, the Holder may exercise this
      Warrant by a cashless exercise.




4




10.  [ Omitted ].




11.  Warrant
      Agent .
      The Company may, by written notice to the Holder of the Warrant, appoint an
      agent (a “ **Warrant
      Agent** ”)
      for the purpose of issuing Common Stock (or Other Securities) on the exercise
      of
      this Warrant pursuant to Section 1, exchanging this Warrant pursuant to
      Section 7, and replacing this Warrant pursuant to Section 8, or any of
      the foregoing, and thereafter any such issuance, exchange or replacement, as
      the
      case may be, shall be made at such office by such Warrant Agent.




12.  Transfer
      on the Company's Books .
      Until this Warrant is transferred on the books of the Company, the Company
      may
      treat the registered holder hereof as the absolute owner hereof for all
      purposes, notwithstanding any notice to the contrary.




13.  Notices .
      All notices, demands, requests, consents, approvals, and other communications
      required or permitted hereunder shall be in writing and, unless otherwise
      specified herein, shall be (i) personally served, (ii) deposited in the mail,
      registered or certified, return receipt requested, postage prepaid, (iii)
      delivered by reputable air courier service with charges prepaid, or (iv)
      transmitted by hand delivery, telegram, or facsimile, addressed as set forth
      below or to such other address as such party shall have specified most recently
      by written notice. Any notice or other communication required or permitted
      to be
      given hereunder shall be deemed effective (a) upon hand delivery or delivery
      by
      facsimile, with accurate confirmation generated by the transmitting facsimile
      machine, at the address or number designated below (if delivered on a business
      day during normal business hours where such notice is to be received), or the
      first business day following such delivery (if delivered other than on a
      business day during normal business hours where such notice is to be received)
      or (b) on the second business day following the date of mailing by express
      courier service, fully prepaid, addressed to such address, or upon actual
      receipt of such mailing, whichever shall first occur. The addresses for such
      communications shall be: (i) if to the Company to: China
      Broadband, Inc., 1900 Ninth Street, 3 rd Floor, Boulder, Colorado 80302, telecopier number: (303) 898-0226  with
      a copy by telecopier only to (not
      with respect to Forms of Subscription) :
      Ronniel Levy, Esq. Hodgson Russ LLP, 1540 Broadway, 24 th Floor, New York, New York 10036-4039, telecopier number: (212)
      972-1677, and (ii) if to the Holder, to the address and telecopier number listed on the
      first paragraph of this Warrant.




14.  Miscellaneous .
      This Warrant and any term hereof may be changed, waived, discharged or
      terminated only by an instrument in writing signed by the party against which
      enforcement of such change, waiver, discharge or termination is sought. This
      Warrant shall be construed and enforced in accordance with and governed by
      the
      laws of New York. Any dispute relating to this Warrant shall be adjudicated
      in
      New York County in the State of New York. The headings in this Warrant are
      for
      purposes of reference only, and shall not limit or otherwise affect any of
      the
      terms hereof. The invalidity or unenforceability of any provision hereof shall
      in no way affect the validity or enforceability of any other provision. The
      parties hereto hereby waived a trial by Jury.




IN
      WITNESS WHEREOF, the Company has executed this Warrant as of the date first
      written above.




**ALPHA
                NUTRA, INC.,**
              **d/b/a
                “China Broadband”**
              
              
              
              By:
              Name:
              Title:**Witness:**




5





**Exhibit A**





FORM
      OF SUBSCRIPTION


(to
      be signed only on exercise of Warrant)


TO:
      ALPHA NUTRA, INC. d/b/a “China Broadband”


The
      undersigned, pursuant to the provisions set forth in the attached Warrant (No.
      4), hereby irrevocably elects to purchase (check applicable box):





___  ________
      shares of the Common Stock covered by such Warrant.


___  The
      undersigned herewith makes payment of the full purchase price for such shares
      at
      the price per share provided for in such Warrant, which is $___________ in
      lawful money of the United States.





___  The
      undersigned elects to exercise via cashless exercise in accordance herewith,
      resulting in issuance of _________ shares and the cancellation of ________
      shares issuable pursuant to this Warrant.


The
      undersigned requests that the certificates for such shares be issued in the
      name
      of, and delivered to _____________________________________________________
      whose
      address is
      __________________________________________________________________________________________________________________________________________________________________________


Please
      return a certificate representing the remaining unexercised portion of this
      Warrant.





The
      undersigned represents and warrants that all offers and sales by the undersigned
      of the securities issuable upon exercise of the within Warrant shall be made
      pursuant to registration of the Common Stock under the Securities Act of 1933,
      as amended (the “ **Securities
      Act** ”),
      or pursuant to an exemption from registration under the Securities
      Act.





Dated:___________________
            (Signature
                must conform to name of holder as specified on the face of the
                Warrant)
              
              
              
              (Address)





6


**Exhibit B**








FORM
      OF TRANSFEROR ENDORSEMENT


(To
      be signed only on transfer of Warrant)


For
      value received, the undersigned hereby sells, assigns, and transfers unto the
      person(s) named below under the heading “ **Transferees** ”
      the right represented by the within Warrant to purchase the percentage and
      number of shares of Common Stock of ALPHA NUTRA, INC., d/b/a
      China Broadband, to which the within Warrant relates specified under the headings “ **Percentage
      Transferred** ”
      and “ **Number
      Transferred** ,”
      respectively, opposite the name(s) of such person(s) and appoints each such
      person Attorney to transfer its respective right on the books of ALPHA NUTRA,
      INC. with full power of substitution in the premises.







Transferees
            Percentage
                Transferred
            Number
                Transferred








Dated:
                ______________, ___________
              
              
              
              Signed
                in the presence of:
              
              
              (Name)
              
              
              ACCEPTED
                AND AGREED:
              [TRANSFEREE]
              
              
              
              (Name)
            (Signature
                must conform to name of holder as specified on the face of the
                warrant)
              
              
              
              
              
              
              (address)
              
              
              
              
              (address)





7