Unassociated Document


    CONSULTING
      AGREEMENT

    


    AGREEMENT
      made and entered into as of this 24th
      day of
      January, 2007 (the "Agreement"), by and between Alpha Nutra, Inc., a Nevada
      corporation (the “Company”) and Maxim Financial Corporation (the
      “Consultant”).

    


    WHEREAS,
      the Company desires to engage the Consultant to provide office-related and
      financial advisory services and to waive past (i.e. of China Broadband, Ltd.)
      and future rent for a lease for office space to the Company through December
      of
      2007; and

    


    WHEREAS,
      the Consultant has agreed to perform such services for the Company on terms
      and
      conditions set forth herein;

    


    NOW,
      THEREFORE, the Company and the Consultant agree as follows:

    


    1.
      Engagement.
      The
      Company agrees to engage the Consultant and the Consultant agrees to provide
      consulting services to the Company in accordance with the terms
      hereof.

    


    2.
      Term.
      The term
      of this Agreement shall commence as of January 24, 2007 and shall continue
      until
      December 31, 2007.

    


    3.
      Services.
      The
      Consultant shall render office-related services and storage, and financial
      advisory services to the Company and continue the lease with the Company rent
      for which shall be waived as set forth herein (the “Services”). In connection
      with the Services to be rendered by the Consultant, the Consultant shall report
      to the President of the Company and shall consult with those individuals on
      behalf of the Company as is necessary in connection with his obligations set
      forth above. 

    


    4.
      Compensation.
      In
      consideration for the services to be provided by the Consultant hereunder,
      the
      Company shall grant the Consultant warrants to purchase up to 3,974,800 shares
      of the Company's common stock at an exercise price equal to $0.60 per share
      and
      expiring two years from the date of issuance, substantially in the form annexed
      hereto as Exhibit “A”. The Consultant hereby acknowledges and agrees that, all
      or part of the compensation granted hereunder may be forfeited upon the date
      that the Consultant shall cease to be a consultant to the Company if the Company
      determines that the Consultant no longer acts as a consultant to the Company
      as
      a result of the Consultant's fraud,
      gross negligence, or willful misfeasance in connection with the rendition and
      performance of consulting or other services. The Company shall have the power
      to
      determine, in its sole discretion exercised in good faith, what constitutes
      fraud, gross negligence, and willful misfeasance,
      whether
      the Consultant has committed such fraud, gross negligence, or willful
      misfeasance in connection with the rendition and performance of consulting
      services, and the date as of which any such forfeiture occurs.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    5.
      Costs
      and Expenses.
      Subject
      to prior Company approval, all third party and out-of-pocket expenses that
      the
      Consultant shall incur on behalf of the Company in performing services under
      this Agreement will be the responsibility of Company.

    


    6.
      Non-Exclusive
      Services.
      The
      Company understands that the Consultant is currently providing certain
      consulting services to other individuals and entities and agrees that the
      Consultant is not prevented or barred from rendering services of the same nature
      or a similar nature to any other individual or entity. In addition, the
      Consultant understands and agrees that the Company shall not be prevented or
      barred from retaining other persons or entities to provide services of the
      same
      or similar nature as those provided by the Consultant.

    


    7.
      Information
      Regarding Company.
      The
      Consultant represents that he has received any and all information from the
      Company necessary for him to make an informed decision regarding the acceptance
      of the Company's securities as compensation under this Agreement and has
      reviewed all such information with his legal, financial and investment advisors
      to the extent he deemed such review necessary or appropriate. Because of the
      Company's financial condition and other factors, the receipt of capital stock
      of
      the Company as compensation under this Agreement involves a high degree of
      risk,
      including the risks that the Consultant may lose his entire compensation. The
      Consultant expressly acknowledges and accepts this risk. The Consultant further
      represents that he has been afforded the opportunity to discuss the Company
      with
      its management. As a result, the Consultant is cognizant of the financial
      condition and operations of the Company, has available full information
      concerning its affairs and has been able to evaluate the merits and risks of
      being compensated in common stock of the Company.

    


    8.
      Consultant
      Not Agent or Employee.
      Consultant’s obligations under this Agreement consist solely of the services
      described herein. In no event shall the Consultant be considered to be acting
      as
      an agent or employee of the Company or otherwise representing or binding the
      Company. For the purposes of this Agreement, the Consultant is an independent
      contractor. All final decisions with respect to acts of the Company or its
      affiliates, whether or not made pursuant to or in reliance on information or
      advice furnished by the Consultant hereunder, shall be those of the Company
      or
      such affiliates and the Consultant shall, under no circumstances, be liable
      for
      any expenses incurred or losses suffered by the Company as a consequence of
      such
      actions. The Consultant agrees that all of his work product relating to the
      services to be rendered pursuant to this Agreement constitutes a "work-for-hire"
      and shall become the exclusive property of the Company.

    


    9.
      Power
      and Authority of Consultant.
      By
      virtue of the execution hereof, and in order to induce the Company to enter
      into
      this Agreement, the Consultant hereby represents and warrants to the Company
      that the Consultant has full power and authority to enter into this Agreement,
      to enter into a consulting relationship with the Company and to perform this
      Agreement in the time and manner contemplated;

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    10.
      Indemnification. 

    


    (a)
      The
      Company agrees to indemnify and hold harmless the Consultant from and against
      any and all losses, claims, damages, liabilities and expenses (including,
      without limitation attorneys' fees and costs incurred in the investigation,
      defense and settlement of the matter) suffered or incurred by the Consultant
      which arise out of this Agreement or the performance by the Consultant of his
      obligations hereunder, unless, such losses, claims, damages, liabilities or
      expenses are found by a final determination of a court of competent jurisdiction
      to have arisen out of negligence, misrepresentation or malfeasance by the
      Consultant in performing his services hereunder. If for any reason the foregoing
      indemnification is unavailable to the Consultant, or insufficient to hold the
      Consultant harmless, then the Company shall contribute to the amount paid or
      payable by the Consultant as a result of such loss, claim, damage or liability
      in such proportion as is appropriate to reflect the relative fault of the
      Company and the Consultant, as well as any other relevant equitable
      considerations. The reimbursement, indemnity and contribution obligations of
      the
      Company under this paragraph shall be in addition to any liability which the
      Company may otherwise have and shall be binding and inure to the benefit of
      any
      respective successors, assigns, heirs and personal representatives of the
      Company and the Consultant.

    


    (b)
      The
      Consultant agrees to give the Company an opportunity to participate in the
      defense or preparation of the defense of any action brought against the
      Consultant to enforce any such claim or liability and the Company shall have
      the
      right so to participate. The Company's liability under the foregoing indemnity
      is expressly conditioned upon notice of any such action having been sent by
      the
      Consultant to the Company by letter or telegram addressed as set forth above,
      promptly after the receipt by the Consultant of written notice of such action
      against the Consultant, such notice either being accompanied by copies of papers
      served or filed in connection with such action or by a statement of the nature
      of the action to the extent known to the Consultant. 

    


    (c)
      The
      Consultant agrees to indemnify, defend and hold harmless the Company against
      any
      and all losses, claims, damages, expenses and liabilities (including, without
      limitation attorneys' fees and costs incurred in the investigation, defense
      and
      settlement of the matter) suffered or incurred by the Company, which arise
      out
      of this Agreement or otherwise out of the performance by the Consultant of
      his
      obligations hereunder, unless, such losses, claims, damages, liabilities or
      expenses are found by a final determination of a court of competent jurisdiction
      to have arisen out of negligence or malfeasance of the Company. If for any
      reason the foregoing indemnification is unavailable to the Company, or
      insufficient to hold the Company harmless, then the Consultant shall contribute
      to the amount paid or payable by the Company as a result of such loss, claim,
      damage or liability in such proportion as is appropriate to reflect the relative
      fault of the Company and the Consultant, as well as any other relevant equitable
      considerations. The reimbursement, indemnity and contribution obligations of
      the
      Consultant under this paragraph shall be in addition to any liability which
      the
      Consultant may otherwise have and shall be binding and inure to the benefit
      of
      any respective successors, assigns, heirs and personal representatives of the
      Company and the Consultant.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (d)
      The
      Company agrees to give the Consultant an opportunity to participate in the
      defense or preparation of the defense of any action brought against the Company
      to enforce any such claim or liability and the Consultant shall have the right
      so to participate. The Consultant’s liability under the foregoing indemnity is
      expressly conditioned upon notice of any such action having been sent by the
      Company to the Consultant by letter or telegram addressed as set forth above,
      promptly after the receipt by the Company of written notice of such action
      against the Company, such notice either being accompanied by copies of papers
      served or filed in connection with such action or by a statement of the nature
      of the action to the extent known to the Company. 

    


    The
      provisions of this Section 10 shall survive the termination and expiration
      of
      this Agreement.

    


    11.
      Discharge
      of Debt.
      The
      Consultant hereby agrees that it will discharge and forgive all outstanding
      indebtedness which the Company owes to the Consultant under that certain office
      lease from July 2006 through the date hereof. All other expenses shall be paid
      unless waived by the parties. 

    


    12.
      Notices.
      Any
      notice or other communication required or permitted hereunder shall be in
      writing and shall be delivered personally or sent by certified, registered,
      or
      express mail, postage prepaid, return receipt requested, or by a reputable
      overnight delivery service. Any such notice shall be deemed given when received
      by the intended recipient.

    


    13.
      Successors
      and Assigns.
      This
      Agreement shall inure to the benefit of and be binding upon the Company, its
      successors, and assigns. Consultant agrees that he will not assign or transfer
      this Agreement or his right, title or interest herein, or any compensation
      due
      hereunder without the prior written consent of the Company, this Agreement
      being
      intended to secure the personal services of the Consultant.

    


    14.
      Applicable
      Law.
      This
      Agreement shall be governed by the laws of the State of New York without giving
      effect to the principals of conflicts of law. The Consultant hereby consents
      to
      the jurisdiction of the federal and state courts located in the State of New
      York.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    15.
      Other
      Agreements.
      This
      Agreement supersedes all prior understandings and agreements between the
      parties. It may not be amended orally, but only by a writing signed by the
      parties hereto.

    


    16.
      Non-Waiver.
      No delay
      or failure by either party in exercising any right under this Agreement, and
      no
      partial or single exercise of that right shall constitutes a waiver of that
      or
      any other right.

    


    17.
      Headings.
      Headings
      in this Agreement are for convenience only and shall not be used to interpret
      or
      construe its provisions.

     

    18.
      Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original but all of which together shall constitute one and the same
      instrument.

    


    [SIGNATURE
      PAGE FOLLOWS]

     


    
      
         

         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
      year first above written.

    ALPHA
      NUTRA, INC.

    


     

     

    By:
      ______________________________

     

     

     

     

    CONSULTANT:

    


    MAXIM
      FINANCIAL CORPORATION

    


    


    By:
      ______________________________