**SHARE
      EXCHANGE AGREEMENT**




This
      Share Exchange Agreement (" **Agreement** "),
      is
      made and entered into as of the 17th day of January 2007 by and among Alpha
      Nutra, Inc., a Nevada corporation doing business as “China Broadband” (the
“ **Parent** ”);
      its
      principal shareholder BCGU, LLC, a Delaware limited liability company
      (“ **BCGU** ”);
      China
      Broadband, Ltd., a Cayman Islands limited company (“ **China
      Broadband Cayman** ”)
      and
      all of its stockholders, China Broadband Partners, Ltd., a _______________
      corporation (“ **Partners** ”),
      88
      Holdings, Inc., a Colorado company (“ **88
      Holdings** ”);
      MVR
      Investments, LLC (“ **MVR** ”),
      a
      Colorado limited liability company, and Stephen P. Cherner, an individual
      residing in the State of Colorado (“ **Cherner** ”).
      Partners, BCGU, 88 Holdings, Cherner and MVR, together with other Persons who
      are members of China Broadband Cayman’s management who may be receive shares of
      China Broadband Cayman Common Stock from Partners, 88 Holdings, Cherner and
      MVR
      prior to the Closing Date, are collectively referred to herein as the
“ **Broadband
      Shareholders.** ”
Parent,
      BCGU, China Broadband Cayman and the Broadband Shareholders are hereinafter
      sometimes collectively referred to as the “ **Parties** .”





**RECITALS:**





**A.**  Parent
      desires to acquire all of the issued and outstanding capital stock of China
      Broadband Cayman (the “ **Broadband
      Shares** ”),
      through an exchange (the “ **Share
      Exchange** ”)
      of
      Parent voting capital stock to be issued to the Broadband Shareholders,
      resulting in China Broadband Cayman becoming a directly and wholly owned
      subsidiary of the Parent and in the Broadband Shareholders owning greater then
      a
      majority of the outstanding capital stock of Parent.





**B.**  It
      is the
      intention of the parties hereto that the Share Exchange shall qualify as a
      transaction in securities exempt from registration or qualification under the
      Securities Act of 1933, as amended, and under the applicable securities laws
      of
      each state or jurisdiction where the Broadband Shareholders reside.





**C.**  The
      board
      of directors (or managers, as the case may be) of each of Parent, BCGU and
      China
      Broadband Cayman as well as the Broadband Shareholders and BCGU and certain
      other shareholders constituting a majority of the shareholders of Parent and
      China Broadband Cayman, **** each
      deem
      it to be in the best interests of Parent and China Broadband Cayman **** and
      their
      respective shareholders to consummate the Share Exchange.





**D.**  China
      Broadband Cayman has heretofore sold Three Hundred Twenty Five Thousand dollars
      ($325,000) of 7% Convertible Promissory Notes (the “ **Convertible
      Notes** ”),
      the
      obligations of which shall, as a condition to closing as set forth herein,
      be
      assumed by Parent at Closing (as hereinafter defined).





**E.**  Parent
      has offered for sale pursuant to a private placement and has agreed to accept
      subscriptions for up to 8,000,000 shares (or a minimum of 6,000,000 shares)
      of
      common stock, par value $.001 per share of the Parent (the “ **Common
      Stock** ”)
      and up
      to 4,000,000 (or a minimum of 3,000,000) Warrants (as hereinafter defined)
      pursuant to a private November Offering (as hereinafter defined), the
      consummation of which is a condition upon, among other things, the Closing
      by
      the Parties of the Share Exchange under this Agreement.










**F.**  Immediately
      following the Closing Date of the Share Exchange (a) the Broadband Shareholders
      shall be issued an aggregate of 38,165,506 shares of Common Stock, (b) the
      Convertible Notes and related obligations shall be assumed by the Parent and
      shall become convertible into 1,300,000 shares of Common Stock (as adjusted
      as
      set forth below, the “ **Conversion
      Shares** ”),
      (c)
      up to 8,000,000 shares and 4,000,000 Warrants (or, no less then 6,000,000 shares
      and 3,000,000 Warrants, respectively, if less then the maximum offering amount
      is sold in the November Offering) will be held by the purchasers in the November
      Offering, and the total number of shares outstanding at the Closing Date, other
      than the Conversion Shares, shall be 48,700,000 (or no less then 46,700,000
      if
      less then the minimum offering amount is sold in the November Offering).




**NOW,
      THEREFORE,** in
      consideration of the mutual covenants, agreements, representations and
      warranties contained in this Agreement, the parties hereto agree as
      follows:





**DEFINITIONS**




As
      used
      in this Agreement, the following terms shall have the meanings set forth below:





“ **Applicable
      Law”** means
      any domestic or foreign law, statute, regulation, rule, policy, guideline or
      ordinance applicable to the businesses of the Parties, this Agreement, the
      Share
      Exchange and/or the Parties.





“ **Additional
      Stockholders** ”
shall
      mean the collective reference to those Persons who prior to or simultaneously
      with the Closing Date, shall have purchased Common Stock or Warrants in the
      November Offering.





“ **Affiliate** ”
means
      any one or more Persons controlling, controlled by or under common control
      with
      any other Person or their affiliate.





“ **BCGU** ”
BCGU,
      LLC, a limited liability company formed under the laws of the State of Delaware
      and which is owned or controlled by Mark L. Baum, Esq. and James B. Panther,
      II.





“ **Broadband
      Corporate Documents** ”
shall
      be as defined in Section
      2.3(d) .





“ **Broadband
      Principal Executive Officer** ”
shall
      mean Clive Ng, in his capacity as President and Chief Executive Officer of
      China
      Broadband Cayman and in such capacity as officer of Parent after the Closing
      Date **.**





“ **Broadband
      Shareholders** ”
shall
      be as defined in the preamble to this Agreement, above.





“ **Broadband
      Shares** ”
shall
      mean the 50,000 common shares authorized for issuance by China Broadband Cayman
      as defined in the Recital to this Agreement, above, each of which shares are
      issued and outstanding and held by the Broadband Shareholders.





“ **Broadband
      Warrants** ”
means
      the Warrants issued to the Placement Agent in connection with the November
      Offering, which are exercisable at $.60 per share.




“ **Business
      Day** ”
shall
      mean any day, excluding Saturday, Sunday and any other day on which national
      banks located in New York, New York shall be closed for business.




2





“ **Closing
      Date** ”
shall
      mean the date upon which the Share Exchange shall be consummated as set forth
      in Section
      1.4 ,
      below.





“ **Conversion
      Shares** ”
shall
      mean the 1,300,000 shares of Common Stock issuable upon conversion of the
      Convertible Notes, which number is based on 2.6% of the Parent Common Stock
      outstanding immediately after the Closing, exclusive of any shares underlying
      Warrants but inclusive of Conversion Shares.





“ **Dollar”** and
“ **$”** means
      lawful money of the United States of America.





**“Common
      Stock”** or
“ **Parent
      Common Stock** ”
means
      the 95,000,000 shares of common stock, $0.001 par value per share, of
      Parent.





**“Convertible
      Notes”** shall
      mean the maximum $325,000 principal amount of 7% Convertible Promissory Notes
      of
      China Broadband, becoming due on February 28, 2007, the obligations of which
      are
      being assumed by the Parent, and which shall become convertible after the
      Closing into 1,300,000 Conversion Shares as may be adjusted from time to time,
      the terms of which are incorporated herein.





“ **Exchange
      Act”** means
      the Securities Exchange Act of 1934, as amended.





“ **Exchange
      Shares** ”
shall
      mean the collective reference to (a) the 31,000,000 shares of Parent Common
      Stock to be issued to China Broadband Partners, Ltd., (b) the 1,382,753 shares
      of Common Stock to be issued to MVR, (c) the 3,582,753 shares of Parent Common
      Stock to be issued to 88 Holdings, and (d) the 1,900,000 shares of Parent Common
      Stock to be issued to Cherner on the Closing Date, or such other number of
      shares of Common Stock as shall represent not less than Seventy-Four and a
      Half
      Percent (74.5%) of the Parent Fully-Diluted Common Stock, as contemplated by
      this Agreement, in exchange for each of such Broadband Shareholders’ Broadband
      Shares. The Exchange Shares shall also include up to an additional 2,000,000
      shares to be issued in escrow on behalf of the foregoing Broadband Shareholders
      on a pari pasu basis, and cancelled to the extent that greater then 6,000,000
      shares are sold in the November Offering or any other similar offering between
      the date hereof and June 31, 2007, at which time such shares shall be released.





“ **GAAP** ”
means
      generally accepted accounting principles in the United States of America as
      promulgated by the American Institute of Certified Public Accountants and the
      Financial Accounting Standards Board or any successor Institutes concerning
      the
      treatment of any accounting matter.





“ **Indemnity
      Cap** ”
shall
      be defined in Section
      7.1(b) .





“ **Indemnity
      Floor** ”
shall
      be defined in Section
      7.1(b) .





“ **Investment
      Letter** ”
shall
      be defined in Section
      4.2(d) .





“ **Jinan
      Broadband** ”
means
      Jia He Broadband, Ltd., a company formed in the People’s Republic of China for
      purposes of owning and operating the existing broadband cable network business
      of Jian Guangdian Jiahe Digital Television Co., Ltd.




3




“ **Knowledge** ”
means
      the knowledge after reasonable inquiry.





“ **Lien** ”
means,
      with respect to any property or asset, any mortgage, lien, pledge, charge,
      security interest, encumbrance or other adverse claim of any kind in respect
      of
      such property or asset.





“ **Lock-Up
      Agreements** ”
shall
      be defined in Section
      5.10 .





“ **Material
      Adverse Effect** ”
with
      respect to any entity or group of entities means any event, change or effect
      that has or would have a materially adverse effect on the financial condition,
      business or results of operations of such entity or group of entities, taken
      as
      a consolidated whole.





“ **November
      Offering”** shall
      mean the private placement offering of the Parent pursuant to which a minimum
      of
      6,000,000 shares of Common Stock and 3,000,000 Warrants and a maximum of
      8,000,000 shares of Common Stock and 4,000,000 Warrants may be sold to certain
      accredited investors or non U.S. Persons, with minimum gross proceeds of
      $3,000,000 and maximum gross proceeds of $4,000,000.





“ **Parent
      Corporate Documents** ”
shall
      be defined in Section
      3.2 .





“ **Parent
      Fully-Diluted Common Stock** ”
means,
      as at the time in question, the 48,700,000 maximum number of shares of Parent
      Common Stock (or 46,700,000 shares if less then the maximum amount of shares
      are
      sold in the November Offering) that are issued and outstanding and issuable
      as
      at the Closing Date, ***as
      well as*** :





(a)  the
      issuance of a maximum 1,300,000 Conversion Shares on or after the Closing Date
      to holders of Convertible Notes or further number of shares of Common Stock
      as
      equals 2.6% of the outstanding Common Stock on a fully-diluted basis without
      giving effect to (d), (e) or (f) below (but not (g);





(d)  the
      issuance of up to 4,000,000 shares of Common Stock upon exercise of the Warrants
      issued in connection with the November Offering;





(e)  the
      issuance up to 500,000 shares of Common Stock pursuant to warrants exercisable
      at $.60 per share which are issued to BCGU or its designee, in consideration
      for
      consulting services;





(f)  the
      assumption of obligations to issue up to 104,000 shares upon exercise of
      Broadband Warrants exercisable at $.60 per share which were issued to the
      placement agent by China Broadband Cayman in connection with the sale of the
      Convertible Notes and up to 640,000 shares underlying warrants (presuming sale
      of a maximum number of shares in the November Offering) that may be issued
      to a
      placement agent and its affiliates in connection with the November Offering,
      exercisable at $.60 per share.





(g)  any
      other
      securities, options or other derivative securities of Parent, or agreement
      calling for issuance by Parent of additional shares or securities for or
      exercisable into Parent capital stock which Broadband Cayman Shareholders have
      not been provided written notice of and have not consented to prior to
      closing.




4





“ **Parent
      Indemnified Parties** ”
shall
      be as defined in Section
      7.1(a) ,
      below.




“ **Parent
      Securities** ”
shall
      be as defined in Section
      1.3 ,
      below.





“ **Person** ”
means
      any individual, corporation, partnership, trust or unincorporated organization
      or a government or any agency or political subdivision thereof.




“ **Tax** ”
(and,
      with correlative meaning, “ **Taxes** ”
and
      “ **Taxable** ”)
      means:





(i)
      any
      income, alternative or add-on minimum tax, gross receipts tax, sales tax, use
      tax, ad valorem tax, transfer tax, franchise tax, profits tax, license tax,
      withholding tax, payroll tax, employment tax, excise tax, severance tax, stamp
      tax, occupation tax, property tax, environmental or windfall profit tax, custom,
      duty or other tax, impost, levy, governmental fee or other like assessment
      or
      charge of any kind whatsoever together with any interest or any penalty,
      addition to tax or additional amount imposed with respect thereto by any
      governmental or Tax authority responsible for the imposition of any such tax
      (domestic or foreign), and





(ii)
      any
      liability for the payment of any amounts of the type described in clause (i)
      above as a result of being a member of an affiliated, consolidated, combined
      or
      unitary group for any Taxable period, and





(iii)
      any
      liability for the payment of any amounts of the type described in clauses (i)
      or
      (ii) above as a result of any express or implied obligation to indemnify any
      other person.





“ **Tax
      Return** ”
means
      any return, declaration, form, claim for refund or information return or
      statement relating to Taxes, including any schedule or attachment thereto,
      and
      including any amendment thereof.





“ **Transfer** ”
shall
      be as defined in Section
      1.1(a) below.





“ **Warrants** ”
means
      the Common Stock Purchase Warrants issued to the Additional Stockholders in
      the
      November Offering, which are exercisable for up to 4,000,000 shares of Common
      Stock at $2.00 per share.





**THE
      SHARE EXCHANGE**





**SECTION
      1.**





**THE
      SHARE EXCHANGE; OFFICERS AND DIRECTORS**





1.1  The
      Share Exchange .





(a)  On
      the
      Closing Date and subject to and upon the terms and conditions of this Agreement,
      the Broadband Shareholders shall sell, assign, transfer and exchange
      (collectively, “ **Transfer** ”)
      to
      Parent all of their issued and outstanding Broadband Shares.




5





(b)  On
      the
      Closing Date, and in exchange for the Transfer to it of the Broadband Shares,
      Parent shall issue to the Broadband Shareholders the Exchange Shares.





(c)  On
      the
      Closing Date, any other outstanding notes or warrants to purchase shares of
      China Broadband Cayman and all options entitling the holder to purchase shares
      of China Broadband Cayman as at the Closing Date shall be cancelled and retired
      and cease to exist as at the Closing Date, with the exception of the Broadband
      Warrants, which shall, at Closing, be assumed by Parent in exchange for a
      replacement Warrant.





(d)  On
      the
      Closing Date, the first closing of the November Offering shall be completed,
      and
      China Broadband Cayman shall have completed or entered into final binding and
      definitive closing documents relating to its acquisition of 51% of the Jinan
      Broadband business and shall have satisfied all conditions thereto other than
      delivery of funds alone, the proceeds of which shall come from the November
      Offering.





(e)  All
      other
      conditions to Closing as set forth herein shall have been complied with on
      or
      before the Closing Date.





1.2  Convertible
      Notes .  In
      connection with the transactions contemplated by this Agreement and as a
      condition to Closing hereof, all of the obligations of China Broadband Cayman
      relating to the $325,000 principal amount of Convertible Notes of China
      Broadband Cayman outstanding at the Closing Date shall, by the terms of the
      Convertible Notes and all related documents, and pursuant to this Agreement
      and
      an Agreement of Assumption in the form as annexed hereto as **Exhibit
      1.2** ,
      be
      assumed and automatically deemed as obligations of the Parent and which shall
      be
      convertible at the option of the holders thereof, at any time after Closing,
      at
      $0.25 per share, into a maximum of 1,300,000 additional shares of Parent Common
      Stock, presuming the Parent Fully-Diluted Common Stock is as set forth in the
      “Definitions” section above. All interest on these notes shall be paid in cash
      unless the holder thereof agrees otherwise in writing. At the request of any
      holder of Convertible Notes the Parent shall issue a replacement note
      representing identical terms thereof.





1.3  Exemption
      from Registration .
      The
      Parties intend that the issuance of (i) the Exchange Shares to be issued by
      Parent, (ii) the Convertible Notes or any evidence of indebtedness issued by
      Parent in connection therefore, and (iii) the shares of Common Stock issuable
      upon conversion of the Convertible Notes (collectively, the “ **Parent
      Securities** ”)
      shall
      be exempt from the registration requirements of the Securities Act pursuant
      to
      Section 4(2) of the Securities Act, applicable state laws and the rules and
      regulations promulgated under the foregoing.





1.4  Closing.





The
      closing of the Share Exchange (the “ **Closing** ”)
      will
      take place at the offices of Hodgson Russ LLP, counsel to China Broadband
      Cayman, at its office in New York, New York, within ten days following the
      delivery of satisfaction or waiver of the conditions precedent set forth in
      Section 4 or at such other date as Parent and the Broadband Shareholders shall
      agree (the “ **Closing
      Date** ”),
      but
      in no event shall the Closing Date occur later than January 31, 2007, unless
      such date shall be extended by mutual agreement of the Broadband Shareholders,
      Parent and the November Offering investors.




6





1.5  Change
      of Corporate Name.  No
      later
      then the Closing Date, or as soon after as possible, Parent shall change its
      corporate name to “China Broadband, Inc.” or such other corporate name as shall
      be acceptable to the Broadband Shareholders. Additionally, the trading symbol
      as
      of such time shall be modified to reflect the new name. BCGU and Parent agree
      and covenant that said change has been duly approved by the board and requisite
      shareholders of Parent.





1.6  Restrictions
      On Resale





Neither
      the Exchange Shares, nor the shares of Conversion Shares issued or issuable
      to
      the holders of Convertible Notes or any shares held by (or issuable to) any
      existing shareholders of Parent, will be registered under the Securities Act,
      or
      the securities laws of any state, and cannot be transferred, hypothecated,
      sold
      or otherwise disposed of until: (i) a registration statement with respect to
      such securities is declared effective under the Securities Act, or (ii) Parent
      receives an opinion of counsel for the stockholder, reasonably satisfactory
      to
      counsel for Parent, that an exemption from the registration requirements of
      the
      Securities Act is available.





The
      certificates representing securities issued under this Agreement shall contain
      a
      legend substantially as follows:





“THE
      SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED,
      HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH
      RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR THE COMPANY RECEIVES
      AN
      OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL OF THE
      COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS
      AVAILABLE.”





“PURSUANT
      TO THE LOCK-UP AGREEMENT DATED AS OF JANUARY 17, 2007, BY AND AMONG THE COMPANY
      AND CERTAIN OF ITS SHAREHOLDERS AND EXECUTIVE OFFICERS, THE SECURITIES WHICH
      ARE
      REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED
      OR
      OTHERWISE DISPOSED OF, EXCEPT IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET
      FORTH IN SUCH LOCK-UP AGREEMENT, A COPY OF WHICH CAN BE OBTAINED FROM THE
      COMPANY.”





1.7  Exchange
      of Certificates .





(a)  On
      or
      immediately after the Closing Date the Broadband Shareholders shall be required
      to surrender all their Broadband Shares to Parent, and the Broadband
      Shareholders shall be entitled upon such surrender to receive in exchange
      therefore, certificates representing the proportionate number of Exchange Shares
      into which the Broadband Shares theretofore surrendered shall have been
      exchanged pursuant to this Agreement as set forth under the definition of
      Exchange Shares, above. Until so surrendered, each outstanding certificate
      which, prior to the Closing Date, represented the Broadband Shares shall be
      deemed for all corporate purposes, subject to the further provisions of this Article
      1 ,
      to
      evidence the ownership of the number of whole Exchange Shares for which such
      Broadband Shares have been so exchanged. No dividend payable to holders of
      Exchange Shares of record as of any date subsequent to the Closing Date shall
      be
      paid to the owner of any certificate which, prior to the Closing Date,
      represented Broadband Shares, until such certificate or certificates
      representing all the relevant Broadband Shares, together with a stock transfer
      form, are surrendered as provided in this Article
      1 .
      Similarly, the holder of Broadband Warrants shall be required to surrender
      its
      Warrants in exchange for new Warrants issued by Parent and shall, prior to
      such
      exchange, be deemed Warrants of Parent.




7





(b)  All
      Exchange Shares for which the Broadband Shares shall have been exchanged
      pursuant to this Article
      1 shall be
      deemed to have been issued in full satisfaction of all rights pertaining to
      the
      Broadband Shares. All Warrants for which Broadband Warrants have been exchanged
      pursuant to this Article
      1 shall be
      deemed to have been issued in full satisfaction of all rights pertaining to
      Broadband Warrants.





**SECTION
      2.**





**REPRESENTATIONS
      AND WARRANTIES OF** **CHINA
      BROADBAND**


**CAYMAN**





China
      Broadband Cayman hereby represents and warrants to Parent as
      follows:





2.1  Organization
      and Good Standing: Ownership of Shares .  China
      Broadband Cayman is a limited company duly organized and validly existing under
      the laws of the Cayman Islands and, that have no outstanding subscriptions,
      rights, options, warrants or other agreements obligating to issue, sell or
      transfer any stock or other securities of China Broadband Cayman except the
      warrants listed on **Schedule
      2.1** attached
      hereto and made a part hereof.





2.2  Corporate
      Authority .
      China
      Broadband Cayman has the corporate power and authority to enter into this
      Agreement and the execution and delivery of this Agreement and the consummation
      of the transaction contemplated hereby have been duly authorized by the board
      of
      directors of China Broadband Cayman and is hereby authorized by the Broadband
      Shareholders. The execution and performance of this Agreement will not
      constitute a material breach of any agreement, indenture, mortgage, license
      or
      other instrument or document to which China Broadband Cayman is a party and
      will
      not violate any judgment, decree, order, writ, rule, statute, or regulation
      applicable to China Broadband Cayman or its properties.





2.3  Ownership
      of China Broadband Cayman Securities .





(a)  The
      Broadband Shareholders set forth on **Schedule
      2.3(a)** are the
      owners of record and beneficially of all of the 50,000 issued and outstanding
      Broadband Shares of Broadband Common Stock, which shares are duly authorized,
      validly issued, fully paid and non assessable and owned free and clear of all
      rights, claims, liens and encumbrances, and have not been sold, pledged,
      assigned or otherwise transferred except pursuant to this Agreement.





(b)  China
      Broadband Cayman shall not amend its Certificate of Incorporation, Memorandum of
      Association and Articles of Association (collectively, the “ **Broadband
      Corporate Documents** ”)
      prior
      to the Closing.




8





(c)  The
      holders of Convertible Notes shall own of record or have the right to receive
      one share of Parent Common Stock for each $.25 of principal amount of
      Convertible Notes held by them (based on the number of Conversion Shares as
      set
      forth above and more fully described in such Convertible Notes), or initially,
      a
      maximum of 1,300,000 shares of Parent Common Stock and all interest shall be
      paid in cash, or, at the sole and absolute discretion of the note holder, in
      shares at the conversion rate set forth herein.





2.4  Financial
      Statements, Books and Records.





The
      simulated financial statements (balance sheet, income statement, notes) of
      China
      Broadband Cayman of as of December 31, 2005 for the) of the business to be
      acquired by Jinan Broadband for fiscal year then ended and for the nine months
      ended September 30, 2006 (the “ **Financial
      Statements** ”)
      have
      been presented to Alpha Nutra, Inc. The Financial Statements fairly represent
      the financial position of China Broadband Cayman and the Jinan Broadband entity
      that will own the cable broadband division of Guangdian Jiahe Digital Television
      Co., Ltd. to be acquired by a subsidiary of China Broadband Cayman, at such
      dates and the results of their operations for the periods then ended. The
      Financial Statements were a simulated compilation and were not audited but
      were
      prepared, upon information, in accordance with generally accepted accounting
      principles applied on a consistent basis with prior periods except as otherwise
      stated therein. The books of account and other financial records of China
      Broadband Cayman are complete and correct in all material respects and are
      maintained in accordance with good business and accounting practices.





2.5  Access
      to Records. The
      corporate financial records, minute books and other documents and records of
      China Broadband Cayman and its subsidiaries and the business to be acquired
      in
      China, have been made available to Parent prior to the Closing hereof.





2.6  [Omitted.]





2.7  [Omitted.]





2.8  Compliance
      with Laws. Except
      as set forth on **Schedule
      2.8** ,
      China
      Broadband Cayman  has
      complied with all federal, state, county and local laws, ordinances,
      regulations, inspections, orders, judgments, injunctions, awards or decrees
      applicable to it or its business which, if not complied with, would materially
      and adversely affect the business of China Broadband Cayman.





2.9  No
      Breach. The
      execution, delivery and performance of this Agreement and the consummation
      of
      the transactions contemplated hereby will not:





(a)
      violate any provision of the Broadband Corporate Documents;





(b)
      violate, conflict with or result in the breach of any of the terms of, result
      in
      a material modification of, otherwise give any other contracting party the
      right
      to terminate, or constitute (or with notice or lapse of time, or both
      constitute) a default under any contract or other agreement to which China
      Broadband Cayman or Broadband Shareholder is a party or by or to which it or
      any
      of its or their assets or properties may be bound or subject;





(c)
      violate any order, judgment, injunction, award or decree of any court,
      arbitrator or governmental or regulatory body against, or binding upon, China
      Broadband Cayman or Broadband Shareholder or upon the properties or business
      of
      China Broadband Cayman; or




9





(d)  violate
      any statute, law or regulation of any jurisdiction applicable to the
      transactions contemplated herein which could have a materially adverse effect
      on
      the business or operations of China Broadband Cayman.





2.10  Actions
      and Proceedings. China
      Broadband Cayman is not a party to any material pending litigation or, to its
      knowledge, any governmental investigation or proceeding not reflected in the
      Financial Statements, and to its best knowledge, no material litigation, claims,
      assessments or non-governmental proceedings are threatened against China
      Broadband Cayman.





2.11  Agreements.  **Schedule
      2.11** sets
      forth any material contract or arrangement to which China Broadband Cayman
      is a
      party or by or to which it or its assets, properties or business are bound
      or
      subject, whether written or oral. The foregoing does not include any agreements
      of subsidiaries of China Broadband Cayman.





2.12  Brokers
      or Finders. No
      broker's or finder's fee will be payable by China Broadband Cayman in connection
      with the transactions contemplated by this Agreement, nor will any such fee
      be
      incurred as a result of any actions by China Broadband Cayman or any of its
      shareholders.





2.13  Real
      Estate. China
      Broadband Cayman owns no real property and is only a party to a single lease
      agreement with respect to space leased at its Denver, Colorado offices. The
      foregoing does not reflect leases of subsidiaries of China Broadband
      Cayman.





2.14  Capitalization. On the
      Closing Date, the authorized capital stock of China Broadband Cayman consists
      of
      50,000 shares of Common Stock, all of which will be owned by Parent after the
      Share Exchange. China Broadband Cayman has not granted, issued or agreed to
      grant, issue or make any warrants, options, subscription rights or any other
      commitments of any character relating to the issued or unissued shares of
      capital stock of China Broadband Cayman other then the Convertible Notes and
      Broadband Warrants, all of which are being assumed by Parent.





**SECTION
      3.**





**REPRESENTATIONS
      AND WARRANTIES OF** **PARENT
      AND BCGU**





Parent
      and BCGU each hereby jointly and severally represent and warrant to the
      Broadband Shareholders and to China Broadband Cayman, as follows:





3.1  Organization
      and Good Standing. Parent
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of the State of Nevada. Parent has the corporate power to own its own
      property and other assets and to carry on its business as now being conducted
      and is duly qualified to do business in any jurisdiction where so required
      except where the failure to so qualify would have no material negative
      impact.





3.2  Corporate
      Authority. Parent
      has the corporate power to enter into this Agreement and to perform their
      respective obligations hereunder. The execution and delivery of this Agreement
      and the consummation of the transactions contemplated hereby have been duly
      authorized by the Board of Directors, BCGU and a majority of the other
      stockholders of Parent as required by Nevada law or common law and under its
      Parent Corporate Documents. The execution and performance of this Agreement
      will
      not constitute a material breach of any agreement, indenture, mortgage, license
      or other instrument or document to which Parent is a party and will not violate
      any judgment, decree, order, writ, rule, statute, or regulation applicable
      to
      Parent or its properties. The execution and performance of this Agreement will
      not violate or conflict with any provision of the respective Articles of
      Incorporation or by-laws of Parent, each as amended and in effect on the date
      of
      this Agreement (the “ **Parent
      Corporate Documents** ”).
      This
      Agreement is fully enforceable against Parent and BCGU. No notices to or
      consents from third parties or any governmental agency, creditor or other third
      party are required to be given which will not have been given (and consents,
      if
      any, obtained) prior to the Closing Date.




10





3.3  Parent
      Capitalization. As of
      the date of this Agreement, Parent is authorized to issue 95,000,000 shares
      of
      Common Stock, $0.001 par value per share and 5,000,000 shares of blank check
      convertible preferred stock. An aggregate of 2,834,494 shares of Common Stock
      are issued and outstanding (inclusive of 300,000 held by affiliates of Cherner
      and 88 Holdings, or its assigns), and no other shares of Common Stock are
      reserved for issuance pursuant to any convertible securities, options or
      warrants. Additionally, a minimum of 6,000,000 shares and 3,000,000 warrants
      and
      a maximum of 8,000,000 shares and 4,000,000 warrants may be sold in the private
      offering of the Parent.





3.4  Parent
      Balance Sheet; Assets and Liabilities.





(a)  The
      Form
      10KSB of Parent for the fiscal year ended December 31, 2005 includes the audited
      balance sheet, statement of operations and statement of cash flows of Parent
      as
      at December 31, 2005 and for the fiscal year then ended (the “ **Parent
      2005 Audited Financial Statements** ”).
      The
      Form 10QSB of Parent for the quarters ended September 30, 2006, includes the
      unaudited balance sheet, statement of operations and statement of cash flows
      of
      Parent as at September 30, 2006 and for the nine months then ended (the
“ **Parent
      2006 Financial Statements** ”).
      Except as set forth on the Parent’s Balance Sheet as at September 30, 2006, and
      for all periods subsequent thereto, Parent has no other assets and has incurred
      no other liabilities, debts or obligations, whether fixed, contingent or
      otherwise required to be set forth on a balance sheet prepared in accordance
      with GAAP. The books of account and other financial records of Parent are in
      all
      respects complete and correct in all material respects and are maintained in
      accordance with good business and accounting practices. Parent does not have
      any
      other balance sheets arrangements as defined in Regulation S-B.





(b)  Parent
      has no operating assets or liabilities, and has not conducted any trade or
      business activities whatsoever, other than as set forth on Schedule
      3.4 annexed
      hereto.





3.5  No
      Material Adverse Changes .
      S ince
      September 30, 2006:





(a)  except
      for indebtedness of approximately **[$___________]** which
      will be outstanding as at the Closing Date, there
      has
      not been and will
      not be at the Closing Date any liabilities or other indebtedness incurred by
      Parent;





(b)  there
      has
      not been any
      change in the financial position of Parent except changes arising in the
      ordinary course of business, which changes will in no event materially and
      adversely affect the financial position of Parent, and will be consistent with
      the representations made by Parent hereunder.




11




(c)  there
      has
      not been any
      damage, destruction or loss materially affecting the assets, prospective
      business, operations or condition (financial or otherwise) of Parent whether
      or
      not covered by insurance;





(d)  there
      has
      not been any
      declaration setting aside or payment of any dividend or distribution with
      respect to any redemption or repurchase of Parent capital stock;





(e)  there
      has
      not been any sale
      of an asset (other than in the ordinary course of business) or any mortgage
      pledge by Parent of any properties or assets; or





(f)  there
      has
      not been adoption
      or modification of any pension, profit sharing, retirement, stock bonus, stock
      option or similar plan or arrangement.





(g)  there
      has
      not been any loan
      or advance to any shareholder, officer, director, employee, consultant, agent
      or
      other representative or made any other loan or advance otherwise than in the
      ordinary course of business;





(h)  there
      has
      not been any
      increase in the annual level of compensation of any executive employee of
      Parent;





(i)  neither
      the Parent nor its subsidiaries have entered into any arrangement that would
      constitute and “off balance sheet” arrangement as such term is used under
      Regulation S-B of the SEC.





(j)  except
      in
      the ordinary course of business, Parent has not entered into or modified any
      contract, agreement or transaction; and





(k)  Parent
      has not issued any equity securities or rights to acquire equity
      securities.





3.6  Taxes. Parent
      has timely filed all material tax, governmental and/or related forms and reports
      (or extensions thereof) due or required to be filed and has paid or made
      adequate provisions for all taxes or assessments which have become due as of
      the
      Closing Date, and there are no deficiencies outstanding.





3.7  Compliance
      with Laws. Parent
      has complied with all federal, state, county and local laws, ordinances,
      regulations, inspections, orders, judgments, injunctions, awards or decrees
      applicable to it or its business, which, if not complied with, would materially
      and adversely affect the business of Parent or the trading market for the Parent
      Shares and specifically, and Parent has complied with provisions for
      registration under the Securities Act of 1933 and all applicable blue sky laws
      in connection with its public stock offering and there are no outstanding,
      pending or threatened stop orders or other actions or investigations relating
      thereto. The Parent’s record keeping and financial reporting compliance and
      records shall permit compliance with GAAP and Sarbanes-Oxley Act, as now in
      effect.





3.8  Actions
      and Proceedings. Parent
      is not a party to any material pending litigation or, to its knowledge, any
      governmental proceedings are threatened against Parent.




12





3.9  Periodic
      Reports. Parent
      is current in the filing of all forms or reports with the Securities and
      Exchange Commission (“ **SEC** ”),
      and
      has been a reporting company under the Securities Exchange Act of 1934, as
      amended (the “ **Exchange
      Act** ”).
      All
      such reports and statements filed by Parent with the SEC (collectively,
“ **SEC
      Reports** ”)
      did
      not contain any untrue statement of a material fact or omit to state a material
      fact required to be stated therein or necessary to make the statements therein,
      in light of the circumstance under which they were made, not misleading.





3.10  Disclosure. Parent
      has (and at the Closing it will have) disclosed in writing to Broadband
      Shareholders and China Broadband Cayman all events, conditions and facts
      materially affecting the business, financial conditions or results of operation
      of Parent all of which have been set forth herein. Neither Parent nor BCGU
      have
      in the past nor will they at the Closing or thereafter, withheld disclosure
      of
      any such events, conditions, and facts which they have knowledge of or have
      reasonable grounds to know may exist.





3.11  Access
      to Records. The
      corporate financial records, minute books, and other documents and records
      of
      Parent have been made available to Broadband Shareholders prior to the Closing
      hereof.




3.12  No
      Breach. The
      execution, delivery and performance of this Agreement and the consummation
      of
      the transactions contemplated hereby will not:





(a)  violate
      any provision of the Parent Corporate Documents or any similar documents of
      BCGU;





(b)  violate,
      conflict with or result in the breach of any of the terms of, result in a
      material modification of, otherwise give any other contracting party the right
      to terminate, or constitute (or with notice or lapse of time or both constitute)
      a default under, any contract or other agreement to which Parent or BCGU is
      a
      party or by or to which it or any of its assets or properties may be bound
      or
      subject;





(c)  violate
      any order, judgment, injunction, award or decree of any court, arbitrator or
      governmental or regulatory body against, or binding upon, Parent or BCGU or
      upon
      the securities, properties or business to Parent or BCGU; or





(d)  violate
      any statute, law or regulation of any jurisdiction applicable to the
      transactions contemplated herein.





3.14  Brokers
      or Finders. No
      broker's or finder's fee will be payable by Parent or BCGU in connection with
      the transactions contemplated by this Agreement, nor will any such fee be
      incurred as a result of any actions of Parent or BCGU.





3.15  Authority
      to Execute and Perform Agreements. Parent
      and BCGU each have the full legal right and power and all authority and approval
      required to enter into, execute and deliver this Agreement and all other
      Agreements relating to the Closing and to perform fully its obligations
      hereunder. This Agreement and all other Agreements or instruments related
      hereto, have been duly executed and delivered and is the valid and binding
      obligation of Parent and/or BCGU enforceable in accordance with its terms,
      except as may be limited by bankruptcy, moratorium, insolvency or other similar
      laws generally affecting the enforcement of creditors' rights generally. The
      execution and delivery of this Agreement and any other Agreement relating hereto
      and the consummation of the transactions contemplated hereby and the performance
      by Parent of this Agreement or any other Agreement relating hereto to which
      either is a party, in accordance with its respective terms and conditions will
      not:




13





(a)  require
      the approval or consent of any governmental or regulatory body or the approval
      or consent of any other person;





(b)  conflict
      with or result in any breach or violation of any of the terms and conditions
      of,
      or constitute (or with any notice or lapse of time or both would constitute)
      a
      default under, any order, judgment or decree applicable to Parent or BCGU,
      or
      any instrument, contract or other agreement to which Parent and/or BCGU or
      their
      principals is a party or by or to which Parent and/or BCGU or their principals
      is bound or subject; or





(c)  result
      in
      the creation of any lien or other encumbrance on the assets or properties of
      Parent.





3.16  Full
      Disclosure. No
      representation or warranty by Parent or BCGU in this Agreement or in any
      document or schedule to be delivered by them pursuant hereto, and no written
      statement, certificate or instrument furnished or to be furnished by Parent
      and/or BCGU pursuant hereto or in connection with the negotiation, execution
      or
      performance of this Agreement (or any other Agreement relating hereto to which
      either are a party) contains or will contain any untrue statement of a material
      fact or omits or will omit to state any fact necessary to make any statement
      herein or therein not materially misleading or necessary to complete and correct
      presentation of all material aspects of the business of Parent.





**SECTION
      4.**





**CONDITIONS
      PRECEDENT**





4.1  Conditions
      Precedent to the Obligations of China Broadband Cayman and its
      Shareholders .
      All
      obligations of China Broadband Cayman and the Broadband Shareholders under
      this
      Agreement or any other instrument or any Agreement contemplated hereby are
      subject to the fulfillment, prior to or as of the Closing Date, as indicated
      below, of each of the following conditions, any one of which may be waived
      at
      Closing by Clive Ng, as an officer of China Broadband Cayman and as the
      representative of the Broadband Shareholders:





(a)  The
      representations and warranties by or on behalf of Parent or BCGU contained
      in
      this Agreement or in any certificate or document delivered pursuant to the
      provisions hereof shall be true in all material respects at and as of Closing
      Date as though such representations and warranties were made at and as of such
      time.





(b)  Parent
      and BCGU and their principals shall have performed and complied in all material
      respects, with all covenants, agreements, and conditions set forth in, and
      shall
      have executed and delivered all documents required by this Agreement to be
      performed or complied with or executed and delivered by it prior to or at the
      Closing, including, without limitation, all of the covenants and agreements
      of
      Parent and BCGU set forth in Section
      5 of this
      Agreement and the acquisition of 300,000 shares by an affiliate of certain
      Broadband Shareholders.





(c)  On
      the
      Closing Date, an executive officer of Parent shall have delivered to China
      Broadband Cayman a certificate, duly executed by such Person and certifying,
      that to the best of such Person’s knowledge and belief, the representations and
      warranties of Parent set forth in this Agreement are true and correct in all
      material respects.




14





(d)  On
      or
      before the Closing, the Board of Directors of Parent shall have approved, in
      accordance with Nevada law and the Parent Corporate Documents, the execution,
      delivery and performance of this Agreement and the consummation of the
      transaction contemplated herein and authorized all of the necessary and proper
      action to enable Parent to comply with the terms of the Agreement.





(e)  On
      or
      before the Closing Date, there shall only be 2,834,494 shares of Parent Common
      Stock outstanding other than the shares issuable to investors in the November
      Offering. Additionally, there shall be no warrants, options, notes, or other
      securities or convertible securities outstanding or any agreements to issue
      any
      of the foregoing other then up to 4,000,000 Warrants issuable in the November
      Offering and the capitalization shall be as established in this
      Agreement .





(f)  On
      or
      before the Closing Date, Mark Baum, BCGU and its executives and beneficial
      owners, shall have entered into the Lock-Up Agreement with the Parent as
      contemplated by Section 5.10 of this Agreement.





(g)  On
      or
      before the Closing Date, the Board of Directors of Parent shall have approved
      for filing with the SEC, a Form 14C Information Statement and shall have
      approved an amendment to its Articles of Incorporation to change the name of
      the
      Parent to “China Broadband, Inc.” (the “ **Charter
      Amendment** ”).





(h)  An
      aggregate of approximately $3,000,000 in gross proceeds, representing the net
      proceeds of the November Offering, shall have been received by the Parent or
      otherwise received in escrow in connection with acceptable subscriptions on
      or
      before the Closing, which subscriptions shall be reasonably acceptable by Parent
      and China Broadband Cayman. Additionally, Parent shall have duly authorized
      the
      issuance of all shares and Warrants in the November Offering and reserved
      sufficient numbers of shares for issuance upon exercise of the Warrants
      (including any placement agent or other warrants) issued in connection
      therewith.





(i)  At
      the
      Closing, all instruments and documents delivered to China Broadband Cayman
      and
      the Broadband Shareholders pursuant to provisions hereof shall be reasonably
      satisfactory to legal counsel for China Broadband Cayman.





(j)  At or
      before the Closing Date, China Broadband Cayman and its subsidiary in the
      Peoples Republic of China shall have entered into definitive, final and binding
      transaction documents relating to its acquisition of a 51% or greater interest
      in Jinan Broadband and will have entered into a Cooperation Agreement or similar
      agreements with such parties relating to the acquisition and management of
      such
      entities, and have satisfied all conditions thereto such that such acquisition
      will become final and binding upon payment of funds for the purchase price
      therefore, which will be obtained from the proceeds of the November Offering.





(k)  The
      Exchange Shares will be duly authorized, validly issued, nonassessable and
      fully
      paid under the Nevada Revised Statues and will be issued in a non-public
      offering and exempt merger transaction in compliance with all federal and state
      securities laws, bearing a restrictive legend, as is more fully set forth
      herein.




15





(l)  The
      Convertible Notes shall have been duly assumed by Parent, and Parent shall
      have
      reserved sufficient number of shares for issuance of Conversion Shares.





(m)  Parent
      shall have issued the Broadband Shareholders the Parent Common Stock comprising
      the Exchange Shares.




4.2  Conditions
      Precedent to the Obligations of Parent .
      All
      obligations of Parent under this Agreement are subject to the fulfillment,
      prior
      to or at Closing, of each of the following conditions (any one of which may
      be
      waived at Closing by an officer of Parent):





(a)  The
      representations and warranties by Parent and the Broadband Shareholders
      contained in this Agreement or in any certificate or document delivered pursuant
      to the provisions hereof shall be true in all material respects at and as of
      the
      Closing as though such representations and warranties were made at and as of
      such time;





(b)  China
      Broadband Cayman and the Broadband Shareholders shall have performed and
      complied with, in all material respects, with all covenants, agreements, and
      conditions set forth in, and shall have executed and delivered all documents
      required by this Agreement to be performed or complied or executed and delivered
      by them prior to or at the Closing;





(c)  All
      Broadband Shareholders receiving Exchange Shares shall deliver to Parent a
      letter commonly known as an Investment Letter substantially in the form as
      annexed hereto as **Exhibit
      4.2(e** ),
      containing acknowledgements that the Exchange Shares are being acquired for
      investment purposes (each, an “ **Investment
      Letter** ”).





**SECTION
      5.**





**COVENANTS**





5.1  Corporate
      Examinations and Investigations. Prior to
      the Closing Date, the parties acknowledge that they have been entitled, through
      their employees and representatives, to make such investigation of the assets,
      properties, business and operations, books, records and financial condition
      of
      the other as they each may reasonably require. No investigations, by a party
      hereto shall, however, diminish or waive any of the representations, warranties,
      covenants or agreements of the party under this Agreement.





5.2  Further
      Assurances. The
      Parties shall execute such documents and other papers and take such further
      actions as may be reasonably required or desirable to carry out the provisions
      hereof and the transactions contemplated hereby. Each such party shall use
      its
      best efforts to fulfill or obtain the fulfillment of the conditions to the
      Closing, including, without limitation, the execution and delivery of any
      documents or other papers, the execution and delivery of which are necessary
      or
      appropriate to the Closing.




16





5.3  Confidentiality. In the
      event the transactions contemplated by this Agreement are not consummated,
      Parent, BCGU and its principals and affiliates, the Broadband
      Shareholders **** and
      the
      Parent Principal Executive Officer agree to keep confidential any information
      disclosed to one another in connection therewith for a period of two (2) years
      from the date hereof and not to unlawfully exploit such information; provided,
      however, such obligation shall not apply to information which:





(i)
            at
                the time of the disclosure was public
                knowledge;





(ii)
            is
                required to be disclosed publicly pursuant to any applicable federal
                or
                state securities laws;





(iii)
            after
                the time of disclosure becomes public knowledge (except due to the
                action
                of the receiving party);





(iv)
            the
                receiving party had within its possession at the time of disclosure;
                or





(v)
            is
                ordered disclosed by a court of proper
                jurisdiction.





5.4  Stock
      Certificates. (a) At
      the Closing, the Broadband Shareholders shall have delivered the certificates
      representing the Broadband Shares duly endorsed (or with executed stock powers)
      so as to make Parent the sole owner thereof. At such Closing, Parent shall
      issue
      to each of the Broadband Shareholders the Exchange Shares in the name(s) of
      such
      Persons as designated by each Broadband Shareholder.





(b)  At
      the
      Closing, the Parent shall have duly executed the Agreement of Assumption with
      respect to the Convertible Notes and shall have assumed the obligations under
      the Broadband Warrants. Said agreement shall include assumption of all of China
      Broadband Cayman’s obligations under the Note Purchase Agreement and
      Registration Rights Agreement entered into between China Broadband Cayman and
      the Convertible Note holders and Broadband Warrant holders.





5.5  Investment
      Letters. The
      Broadband Shareholders receiving Exchange Shares shall have delivered to Parent
      the Investment Letters.





5.6  Transaction
      and Pro-Forma Capitalization .





(a)  Prior
      to
      or simultaneously with the Closing Date of the Share Exchange, Parent shall
      have
      consummated the transactions contemplated by the Parent Stock Purchase
      Agreement.




(b)  As
      a
      result of the consummation of the transactions contemplated by the Parent Stock
      Purchase Agreement and this Exchange Agreement, immediately following the
      Closing Date the approximate maximum aggregate number of shares of issued and
      outstanding Parent Fully-Diluted Common Stock shall be owned or held by the
      following Shareholders or their assigns and designees, assuming the maxumim
      amount of Shares sold in the November Offering




17


**Shareholders**
              
              **Percentage**
              
              **No.
                  of Fully-Diluted**
                **Parent
                  Common Share****s**Public
                  Float.Non Affiliates
              
              
              1.1
              %
              
              34,494November
                  Offering SharesMaximum
                  ($4,000,000)
              
              
              16
              %
              
              8,000,000Minimum
                  ($3,000,000)
              
              
              14
              %
              
              6,000,000Conversion
                  Shares
              
              
              2.6
              %
              
              1,300,000BCGU
              
              
              5
              %
              
              2,500,000Clive
                  Ng88
                  Holdings
              
              
              7
              
              
              3,582,753Partners
              
              
              62
              %
              
              31,000,000MVR
              
              
              2.7
              
              
              1,382,753ChernerCherner
              
              
              3.7
              
              
              1,900,000Maxim
                  Capital
              
              
              .6
              
              
              300,000**Total:**
              
              
              
              
              
              **50,000,000**





(c)  As
      at the
      Closing Date Parent shall have no outstanding expenses, obligations, contracts,
      liabilities or contingencies of any kind other than as specifically set forth
      in
      the Schedules to this Agreement.





(d)  As
      at the
      Closing Date, there shall be no outstanding warrants, issued stock options,
      stock rights or other commitments of any character relating to the issued or
      unissued shares of either Common Stock or preferred stock of Parent, other
      than
      as specified herein.





(e)  At
      the
      Closing, the Exchange Shares to be issued and delivered to the Broadband
      Shareholders hereunder will, when so issued and delivered, be duly authorized,
      valid and legally issued fully paid and nonassessable.





(f)  Additionally,
      all warrants issued in connection with the November Offering, all Placement
      Agent Warrants and the BCGU Warrants will be duly authorized, validly issued,
      fully paid and will represent binding obligations of the Parent.





5.8  Boards
      of Directors.  At
      the
      Closing Date of the Share Exchange, the initial Board of Directors of each
      of
      Parent shall initially consist of a minimum of three (3) and a maximum of five
      (5) persons, all of whom shall be Persons designated by the Broadband
      Shareholders and shall be appointed by the Board of Directors of Parent and
      by
      BCGU as a minority stockholder of Parent. In addition, upon such appointment,
      Mark L. Baum, Esq. and James B. Panther, II shall resign from all officer and
      director positions with the Company.





5.9  Required
      Audits and Form 8-K Registration Statement .
      Parent
      shall cause the Form 8-K Current Report relating to the Closing to be filed
      with
      the SEC not later than four (4) Business Days after the Closing Date. The final
      preparation of such report along with receipt of completed consolidated
      financial statements of Parent and China Broadband Cayman and their respective
      subsidiaries shall be completed. In connection with the foregoing, Parent and
      the BCGU shall assist and cooperate with Parent and China Broadband Cayman
      and
      its subsidiaries in complying with the covenants and conditions set forth in
      this Section
      5.9 .




18





5.10  Lock-up
      Agreements .  On
      the
      Closing Date of the Share Exchange, each of the Broadband Shareholders and
      BCGU
      shall execute and deliver to identical agreements (the “ **Lock-up
      Agreements** ”),
      substantially in the form as annexed hereto as **Exhibit
      5.10** .





5.12  Stock
      Option Plan .  Following
      the Closing Date of the Share Exchange, the board of directors of Parent may
      form a compensation committee of the board of directors which shall propose
      an
      incentive stock option plan for key employees, directors, consultants and others
      providing services to Parent and its subsidiaries, pursuant to which up to
      5,000,000 shares of Common Stock shall be authorized for issuance upon such
      terms and conditions as shall be recommended by the compensation committee
      and
      approved by a majority of the members of the board of directors (the
“ **Stock
      Option Plan** ”).
      Such
      Stock Option Plan shall thereafter be submitted to the Parent stockholders
      for
      approval. No other stock, pension, compensation, profit sharing or other plan
      of
      Parent is in effect or has been adopted. No other options, rights or agreements
      for the sharing of revenues or profits or issuance or grant of options or other
      securities are outstanding.





5.13  Voting
      for Transactions . Each
      of
      the BCGU and the Broadband Shareholders hereby covenants and agrees to vote
      all
      of their shares of Common Stock in favor of all of the transactions contemplated
      by this Agreement.





5.14  Expenses .  It
      is
      understood and agreed that following the execution of this Agreement, any and
      all expenses with respect to any filings, documentation and related matters
      with
      respect to the consummation of the transactions contemplated hereby shall be
      the
      sole responsibility of China Broadband Cayman, and neither Parent nor the BCGU
      shall be responsible for any such expenses or fees associated with such filings; ***provided,
      however*** ,
      that
      Parent and the BCGU shall fully cooperate and execute all required documents
      as
      indicated; and ***provided,
      further*** ,
      that
      BCGU shall be responsible for all fees relating to prior filings or expenses
      which have not been disclosed in writing to China Broadband Cayman and not
      objected to.





5.15  Registration
      Rights .
      BCGU
      and Parent shall execute the Registration Rights Agreement entered into by
      investors in the November Offering and included as “ Exhibit
      C ”
to
      the
      Memorandum relating thereto or a Registration Rights Agreement containing terms
      that are substantially similar thereto. Notwithstanding the foregoing, the
      parties understand that SEC, state or other regulatory interpretations relating
      to the registration for re-sale of securities held by promoters of companies
      prior to a transaction have recently prevented, delayed or otherwise hindered
      the ability to obtain effectiveness of a registration statement and therefore,
      BCGU and its assigns, principals and managers may be subject to certain
      cut-backs or reductions in the numbers of securities registered for re-sale,
      which determination shall be made in good faith by Parent based on comment
      letters, rulemaking or other interpretations at the time of registering such
      shares.





**SECTION
      6.**





**SURVIVAL
      OF REPRESENTATIONS AND WARRANTIES**





6.1  Notwithstanding
      any right of either party to investigate the affairs of the other party and
      its
      Shareholders, each party has the right to rely fully upon representations,
      warranties, covenants and agreements of the other party and its shareholders
      contained in this Agreement or in any document delivered to one by the other
      or
      any of their representatives, in connection with the transactions contemplated
      by this Agreement. All such representations, warranties, covenants and
      agreements shall survive the execution and delivery hereof and the closing
      hereunder for eighteen (18) months following the Closing.




19





**SECTION
      7.**





**INDEMNIFICATION;
      DISPUTE RESOLUTION; NON-COMPETITION**





7.1  Indemnification
      by Broadband Shareholders .





(a)  From
      and
      after the Closing, the Broadband Shareholders shall indemnify and hold harmless
      Parent, and their Affiliates, directors, officers and employees (collectively,
      the “ **Parent
      Indemnified Parties** ”) **** from
      and
      against any and all direct and actual Damages finally awarded arising out of,
      resulting from or in any way related to:





(i)  the
      failure of any of such indemnifying party’s representations and warranties
      contained herein to be true as of the date made, or





(ii)  the
      failure to perform or satisfy, when due, any of the covenants and agreements
      made by such indemnitors in this Agreement or in any other document or
      certificate delivered by China Broadband Cayman or Broadband Shareholders at the
      Closing pursuant hereto.





(b)  Notwithstanding
      the foregoing, the indemnification obligations of China Broadband Cayman and
      the
      Broadband Shareholders under Section 7.1(a)(i) above shall (i) as to each
      individual Broadband Shareholder be limited to the extent by which their
      respective ownership of China Broadband Shares immediately prior to the Closing
      bears to each other, (ii) only arise if a claim for Damages shall be made in
      writing by one or more Parent Indemnified Parties to China Broadband Cayman
      or
      the Broadband Shareholders by December 31, 2007, (iii) only be applicable to
      actual Damages incurred by Parent Indemnified Parties in excess of $300,000
      (the
“ **Indemnity
      Floor** ”),
      and
      (iv) not be applicable to Damages incurred by Parent Indemnified Parties which
      shall be in excess of $2.5 million (the “ **Indemnity
      Cap** ”).
      There
      shall be no Indemnity Cap with respect to the matters contemplated by Section
      7.1(a)(ii) above, and such indemnity obligations shall survive indefinitely.
      Any
      payment made to any of Parent Indemnified Parties by the Broadband Shareholders
      pursuant to the indemnification obligations under this Section 7.1 shall
      constitute a reduction in value of the Share Exchange paid pursuant to this
      Agreement.





(c)  In
      the
      event that any claim for Damages shall be asserted against any of Parent
      Indemnified Parties for which the Broadband Shareholders is liable to indemnify
      against pursuant to this Section 7.1, the Broadband Shareholders shall have
      the
      sole right to conduct, at their expense, the defense of any and all such claims
      with counsel of his choosing, and shall have the sole right to effect any
      financial settlement of any such claims for Damages; ***provided,
      however,*** that if
      any such settlement would result in any injunction or restrictions on the
      Business or any other activities of any of Parent or BCGU related Parties,
      or
      otherwise require any of Parent, BCGU or related Parties to pay any ongoing
      royalties or other payments to any Person, no such settlement may be effected
      by
      the Broadband Shareholders without the prior written consent of the affected
      Parent or BCGU related Party or Parties.




20





7.2  Indemnification
      by Parent and BCGU Shareholders .





From
      and
      after the Closing, Parent and BCGU shall indemnify and hold harmless the
      Broadband Shareholders and their Affiliates from and against any and all direct
      and actual Damages finally awarded arising out of, resulting from or in any
      way
      related to:





(a)  a
      breach
      by Parent of its representations and warranties contained herein or in any
      other
      transaction documents or breach by BCGU or its officers of its representations
      and warranties contained herein or in any other related document,
      or




(b)  the
      failure to perform or satisfy, when due, any of the covenants and agreements
      made by Parent, BCGU or its principal in this Agreement or in any other document
      or certificate delivered by Parent or BCGU at the Closing pursuant
      hereto.





(c)  In
      the
      event that any claim for Damages shall be asserted against any of the Broadband
      Shareholders or their Affiliates for which Parent or BCGU is liable to indemnify
      against pursuant to this Section 7.2, Parent shall have the sole right to
      conduct, at its or their expense, the defense of any and all such claims with
      counsel of their choosing, and shall have the sole right to effect any financial
      settlement of any such claims for Damages; ***provided,
      however,*** that if
      any such settlement would result in any injunction or restrictions on the
      Broadband Shareholders or their Affiliates, or otherwise require the Broadband
      Shareholders or their Affiliates to pay any ongoing royalties or other payments
      to any Person, no such settlement may be effected by Parent without the prior
      written consent of the Broadband Shareholders.





7.3  Resolution
      of Disputes .  Except
      as
      otherwise provided in Section
      7.2 ,
      any
      dispute arising under this Agreement which cannot be resolved among the Parties
      shall be submitted to a state or federal court located in Boulder Colorado.




7.4  [Omitted.]





**SECTION
      8.**





**MISCELLANEOUS**





8.1  Waivers. The
      waiver of a breach of this Agreement or the failure of any party hereto to
      exercise any right under this Agreement shall in no way constitute waiver as
      to
      future breach whether similar or dissimilar in nature or as to the exercise
      of
      any further right under this Agreement.





8.2  Amendment. This
      Agreement may be amended or modified only by an instrument of equal formality
      signed by the parties or the duly authorized representatives of the respective
      parties.





8.3  Assignment. This
      Agreement is not assignable except by operation of law.




21





8.4  Notice. Until
      otherwise specified in writing, the mailing addresses and fax numbers of the
      parties of this Agreement shall be as follows:





To
      Parent
      or BCGU prior to Closing, or to BCGU after Closing :





The
      Baum
      Law Firm, P.C.


2038
      Corte Del Nogal, Suite110


Carlsbad,
      California 92011


Attn:
      Mark Baum, Esq.


By
      fax
      and Email only to:


fax:
      (760) 804-8845


email:
      mark@tblf.com





with
      a
      copy
      to: BCGU
      LLC


c/o
      The
      Baum Law Firm, P.C.


2038
      Corte Del Nogal, Suite 110


Carlsbad,
      California 92011


Attn:
      Mark Baum, Esq.


By
      fax
      and Email only to:


fax:
      (760) 804-8845


email:
      mark@tblf.com





To
      China
      Broadband Cayman, Broadband Shareholders at any time or to Parent after Closing:





Maxim
      Financial Corp.


1900
      Ninth Street, 3 rd Floor


Boulder,
      Colorado 80302 USA


By
      fax
      and Email only to:


fax:
      (303) 449-7799


email:
      spc@maximco.com





Ronniel
      Levy, Esq.


Hodgson
      Russ, LLP


60
      East
      42 nd Street


37 th Floor


New
      York,
      NY 10165


(212)
      661-3535


email:
      rlevy@hodgsonruss.com





Any
      notice or statement given under this Agreement shall be deemed to have been
      given if sent by registered mail addressed to the other party at the address
      indicated above or at such other address which shall have been furnished in
      writing to the addressor, or by fax or e-mail with a receipt of transmission
      thereof.





8.5  Governing
      Law. This
      Agreement shall be construed, and the legal relations between the parties
      determined, in accordance with the laws of the State of Colorado, thereby
      precluding any choice of law rules which may direct the application of the
      laws
      of any other jurisdiction.





8.6  Publicity. No
      publicity release or announcement concerning this Agreement or the transactions
      contemplated hereby shall be issued by either party hereto at any time from
      the
      signing hereof without advance approval in writing of the form and substance
      by
      the other party.




22





8.7  Entire
      Agreement. This
      Agreement (including the Schedules to be attached hereto) and the collateral
      agreements executed in connection with the consummation of the transactions
      contemplated herein contain the entire agreement among the parties with respect
      to the transactions contemplated hereby, and supersedes all prior agreements,
      written or oral, with respect hereof.





8.8  Headings. The
      headings in this Agreement are for reference purposes only and shall not in
      any
      way affect the meaning or interpretation of this Agreement.





8.9  Severability
      of Provisions. The
      invalidity or unenforceability of any term, phrase, clause, paragraph,
      restriction, covenant, agreement or provision of this Agreement shall in no
      way
      affect the validity or enforcement of any other provision or any part
      thereof.





8.10  Counterparts. This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed, shall constitute an original copy hereof, but all of which together
      shall consider but one and the same document.





8.11  Binding
      Effect. This
      Agreement shall be binding upon the parties hereto and inure to the benefit
      of
      the parties, their respective heirs, administrators, executors,


successors
      and assigns.





8.12  Press
      Releases .
      The
      parties will mutually agree as to the wording and timing of any informational
      releases concerning this transaction prior to and through Closing.





**[Signature
      Pages Follow]**




23


**IN
      WITNESS WHEREOF,** the
      parties have executed this Agreement on the date first above
      written.


ATTEST:
            **ALPHA
                NUTRA, INC.****d/b/a
                “China****Broadband”**___________________________
            By:__________________________,
Secretary
            Name:Title:


**BCGU,
                    LLC**By:Name:
                Title:





**[Signature
      Page Continues]**




24


**[COUNTERPART
      SIGNATURE PAGE OF CHINA BROADBAND CAYMAN AND**


**BROADBAND
      SHAREHOLDERS, TO SHARE EXCHANGE AGREEMENT**


**DATED
      AS OF JANUARY 17, 2007]**


**ATTEST:**
            **CHINA
                BROADBAND, LTD.**
              (a
                Cayman Islands limited company)By:_______________________________________
              Secretary


**BROADBAND
                    SHAREHOLDERS:****Stephen
                  P. Cherner** **MVR
                      INVESTMENTS LLC****By:****Morgan
                    Cherner, Manager**
 **88
                      HOLDINGS, LLC****By:****Clive
                      Ng, Chairman, Vice
                      President**
 **CHINA
                        BROADBAND PARTNERS, LTD.****By:****Clive
                        Ng, President and****Chief
                        Executive Officer**
  25





**SCHEDULES**




2.1
            Warrants
                and Options currently in existence





2.3(a)
            China
                Broadband Cayman owners of record





2.4
            Financial
                Statements





2.8
            China
                Broadband Cayman compliance





2.11
            Significant
                contracts





2.11(a)
            Settlement
                Agreement and Release between BCGU and Alpha Nutra, Inc. dated November
                3,
                2006.





3.4
            Parent
                Operating Assets or Liabilities





5.10
            Lock
                - Up Agreement Between Alpha Nutra, Inc. and BCGU.




26