SUBSCRIPTION
AGREEMENT

    


    Brampton
Crest International, Inc.

    4700
Biscayne Blvd. Suite 500,

    Miami,
FL  33137

    


    Ladies
and Gentlemen:

    


    Brampton Crest International, Inc.
(the “Company”), desires to sell up to $1,500,000 in five year
convertible debentures (converting to an aggregate of 300,000,000 shares the
Company’s common stock [“Common Stock” or the “Shares”]), the form of which is
Attachment A, attached hereto and incorporated herein (the “Debentures” or,
along with the Shares, the “Securities”) on a “best efforts” basis (the
“Offering”) subject to the terms and conditions herein.  The Company
will, subject to continuing confirmation of Accredited Subscriber Status (see
below), accept subscriptions of $250,000 every ninety  (90) days
following the initial investment, until the full Offering amount is satisfied or
the Company, in its sole discretion, terminates the Offering (each a “Tranche”);
except that it is acknowledged that the initial investment shall be satisfied in
two payments, one of $20,000 immediately and the remainder of the payment,
consisting of $230,000, to be paid in the week of April 19, 2010.  The
Company may, in its sole discretion, not accept a Tranche provided the Company
provides written notice to the Subscriber, not less than five days prior to the
expiration of the 90 day period of a Tranche, of not accepting the
Tranche.  Unaccepted Tranches are not cumulative unless agreed to in
writing by the Subscriber. The undersigned ("Subscriber") desires to purchase
the number of Debentures set forth on the signature page of this Agreement (the
"Agreement"). Accordingly, the Company and Subscriber agree as
follows:

     

    1.      Sale and Purchase. Subject to
the terms and conditions set forth in this Agreement, Subscriber hereby tenders
the amount set forth on the signature page of this Agreement for the purchase of
the Debentures set forth on said signature page.

     

    2.      Representations, Warranties, and
Agreements of Subscriber. In connection with this subscription,
Subscriber hereby makes the following representations, warranties, and
agreements and confirms the following understandings, each of which are made or
confirmed, as the case may be, with respect to Debentures subscribed for
herein:

     

    (a)      Investment Purpose. Subscriber
is acquiring the Securities for Subscriber's own account and for investment
purposes only.

     

    (b)      Review and Evaluation of Information
Regarding the Company.

     

    (i)     Subscriber
is familiar with the Company’s financial condition and proposed operations.
Without limiting the foregoing, the Subscriber acknowledges that the undersigned
has reviewed the corporate documents regarding the Company, the Company’s
filings with the Securities and Exchange Commission, and the terms of this
Offering.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    (ii)    In
addition to the foregoing, Subscriber acknowledges that Subscriber has
conducted, or has been afforded the opportunity to conduct, an investigation of
the Company and has been offered the opportunity to ask representatives of the
Company questions about the Company’s financial condition and proposed business
and that Subscriber has obtained such available information as Subscriber has
requested, to the extent Subscriber has deemed necessary, to permit Subscriber
to fully evaluate the merits and risks of an investment in the
Company.  Representatives of the Company have answered all inquiries
that Subscriber has put to them concerning the Company and its activities, and
the offering and sale of the Securities.

     

    (c)      Risks. Subscriber recognizes
that the purchase of Securities involves a high degree of risk and is suitable
only for persons of adequate financial means who have no need for liquidity in
this investment in that (i) Subscriber may not be able to liquidate the
investment in the event of an emergency; (ii) transferability is limited; and
(iii) in the event of a disposition, Subscriber could sustain a complete loss of
the entire investment.

     

    (d)  Accredited Investor
Status.  Subscriber represents that Subscriber is an
“accredited investor” as such term is defined in Rule 501 of Regulation D
promulgated under the Securities Act of 1933, amended (the “Securities
Act”).  Specifically, the Subscriber is (check appropriate
items):

    


    _________      (i)         A
bank, savings and loan association or other similar institution (as defined in
Sections 3(a)(2) and 3(a)(5)(A) of the Securities Act);

    


    _________      (ii)        A
broker or dealer registered pursuant to Section 15 of the Securities Exchange
Act of 1934, as amended;

    


    _________      (iii)       An
insurance company (as defined in Section 2(13) of the Securities
Act);

    


    _________      (iv)       An
investment company registered under the Investment Company Act of 1940 (the
“Investment Company Act”);

    


    _________      (v)        A
Small Business Investment Company licensed by the U.S. Small Business
Administration under Sections 301(c) or (d) of the Small Business Investment Act
of 1958;

    


    _________      (vi)       Any
plan established and maintained by a state, its political subdivisions, or any
agency or instrumentality of a state or its subdivisions for the benefit to its
employees, which plan has total assets in excess of $5,000,000;


    
      
         


      

      
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    _________      (vii)      An
employee benefit plan within the meaning of the Employee Retirement Income
Security Act of 1974 (“ERISA”), if the investment decision is made by a “Plan
Fiduciary”, as defined in Section 3(21) of ERISA, which is either a bank,
savings and loan association, insurance company or registered investment
adviser;

    


    _________      (viii)     An
employee benefit plan within the meaning of ERISA having total assets in excess
of $5,000,000;

    


    _________      (ix)        A
self-directed employee benefit plan within the meaning of ERISA, with investment
decisions made solely by persons who are accredited investors as defined in Rule
501(a) of Regulation D;

    


    _________      (x)         A
business development company (as defined in Section 2(a)(48) of the Investment
Company Act) or a private business development company (as defined in Section
202(a)(22) of the Investment Advisers Act of 1940);

    


    _________      (xi)        A
corporation, partnership, Massachusetts or similar business trust, or
organization described in Section 501(c)(3) of the Internal Revenue Code of
1986, as amended (tax exempt organization), not formed for the specific purpose
of acquiring the Securities having total assets in excess of
$5,000,000;

    


    _________      (xii)       Any
executive officer or director of the Company;

    


    _________      (xiii)      An
individual having an individual net worth or a joint net worth with spouse at
the time of purchase in excess of $1,000,000;

    


    _________      (xiv)     An
individual whose net income was in excess of $200,000 in each of the two most
recent years, or whose joint income with spouse was in excess of $300,000 in
each of those years, and who reasonably expects his net income to reach such
level in the current year;

    


    _________      (xv)      A
trust with total assets in excess of $5,000,000 not formed for the specific
purpose of acquiring the Securities whose purchase is directed by a
sophisticated person (i.e., person who has such knowledge and experience in
financial and business matters that he is capable of evaluating the merits and
risks of any securities); or

    


    _________      (xvi)     Any
entity in which all of the entity owners are “accredited
investors.”

    


    (e)      Subscriber's Financial Experience.
Subscriber is sufficiently experienced in financial and business matters
to be capable of evaluating the merits and risks of an investment in the Company
or, if he or she has utilized the services of a purchaser representative,
together with such representative, are sufficiently experienced in financial and
business matter to be capable of evaluating the merits and risks of an
investment in the Company.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    (f)      Suitability of Investment.
Subscriber has evaluated the merits and risks of Subscriber's proposed
investment in the Company, including those risks particular to Subscriber's
situation, and has determined that this investment is suitable for Subscriber.
Subscriber has adequate financial resources for an investment of this character,
and at this time Subscriber can bear a complete loss of Subscriber's investment.
Further, Subscriber will continue to have, after making an investment in
Securities, adequate means of providing for Subscriber's current needs, the
needs of those dependent on Subscriber, and possible personal
contingencies.  Subscriber specifically represents that he or she has
a net worth at least five times greater than the investment made
herein.

     

    (g)     Exempt Offering. Subscriber
understands that the sale of Securities is not being registered on the basis
that this issuance is exempt from registration under the Securities Act, and the
applicable state securities laws, and the rules and regulations promulgated
thereunder, and that reliance on such exemptions is predicated, in part, on
Subscriber's representations and warranties contained in this
Agreement.

     

    (h)     Limitations on Disposition.
Subscriber understands that there are substantial restrictions on the
transferability of the Securities pursuant to the Securities Act; the Subscriber has no right
to require that the Securities be registered under the Securities Act; and,
accordingly, Subscriber may have to hold the Securities for an indefinite period
of time unless the Securities have been registered by the Company or are subject
to an exemption from registration. Subscriber represents that Subscriber can
afford to hold the Securities for an indefinite period of time. Subscriber
further understands that an opinion of counsel and other documents may be
required to transfer the Securities.  Subscriber acknowledges that the
Shares shall bear the following, or a substantially similar,
legend:

     

    "THE
SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE
OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A
REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES
ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S, OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT."

     

    (i)       Absence of Official Evaluation.
Subscriber understands that no federal or state agency has made any
finding or determination as to the fairness of the terms of an investment in the
Company, or any recommendation for or endorsement of the Securities offered
hereby.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    (j)       Additional Financing.
Subscriber further acknowledges that nothing hereunder shall preclude the
Company from seeking and/or procuring additional equity and/or debt
financing.

     

    (k)      Nonreliance. Subscriber is not
relying on the Company or any representation contained herein or in the
documents referred to herein with respect to the tax and economic effect of
Subscriber's investment in the Company.

     

    (l)       Acceptance. Subscriber
acknowledges that the Company shall, in its sole discretion, have the right to
accept or reject this subscription, in whole or in part, for any reason or for
no reason. If Subscriber’s subscription is accepted by the Company, Subscriber
shall, and Subscriber hereby elects to, execute any and all further documents
necessary in the opinion of the Company to complete his subscription and become
a shareholder of the Company.

     

    (m)     Authority to Enter into Agreement.
Subscriber has the full right, power, and authority to execute and
deliver this Agreement and perform Subscriber's obligations
hereunder.

     

    (n)      Entity as a Subscriber. If
Subscriber is a corporation, partnership, trust, or other entity, (i) Subscriber
is authorized and qualified to become a shareholder of, and is authorized to,
make its investment in the Company; (ii) Subscriber has not been formed for the
purpose of acquiring an interest in the Company; (iii) Subscriber has not been
in existence for less than 90 days prior to the date hereof; and (iv) the person
signing this Agreement on behalf of such entity has been duly authorized by such
entity to do so.

     

    (o)      Prohibitions on Cancellation,
Termination, Revocation, Transferability, and Assignment. Subscriber
hereby acknowledges and agrees that, except as may be specifically provided
herein or by applicable law, Subscriber is not entitled to cancel, terminate, or
revoke this Agreement, and this Agreement shall survive Subscriber's death or
disability or any assignment of Securities. Subscriber further agrees that
Subscriber may not transfer or assign Subscriber's rights under this Agreement,
and Subscriber understands that, if Subscriber's subscription is accepted, the
transferability of Securities will be restricted.

     

    (p)      Obligation. This Agreement
constitutes a valid and legally binding obligation of Subscriber and neither the
execution of this Agreement nor the consummation of the transactions
contemplated herein will constitute a violation of or default under, or conflict
with, any judgment, decree, statutes or regulation of any governmental authority
applicable to Subscriber, or any contract, commitment, agreement, or restriction
of any kind to which Subscriber is a party or by which Subscriber's assets are
bound. The execution and delivery of this Agreement does not, and the
consummation of the transactions described herein will not, violate applicable
laws, or any mortgage, lien, agreement, indenture, lease or understanding
(whether oral or written) of any kind outstanding relative to
Subscriber.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    (q)      Required Approvals. No
approval, authorization, consent, order, or other action of, or filing with, any
person, firm or corporation or any court, administrative agency or other
governmental authority is required in connection with the execution and delivery
of this Agreement by Subscriber or the purchase of the Securities.

     

    (r)       No General Solicitation.
Subscriber is not subscribing for Securities  because of or following
any advertisement, article, notice, or other communication published in any
newspaper, magazine or similar media or broadcast over television or radio, or
presented at any seminar or meeting, or any solicitation or a subscription by a
person other than an authorized representative of the Company.

     

    3.      Representations, Warranties and
Agreements of the Company. In connection with this subscription, the
Company makes the following representations, warranties and agreements and
confirms the following understandings:

     

    (a)      Company's Good Standing. The
Company is a corporation organized and validly existing under the laws of the
State of Nevada, and it has all corporate authority and power to conduct its
business and to own its properties.

     

    (b)      Legal and Other Proceedings. Except
as disclosed to the Subscriber, neither the Company, nor any of its
affiliates or its executive officers or directors (in their capacity as
executive officers or directors), is a party to any pending or, to the best
knowledge of the Company, threatened, or unasserted but considered by it to be
probable of assertion, claim, action, suit, investigation, arbitration or
proceeding, or is subject to any order, judgment or decree that is reasonably
expected by management of the Company to have, either individually or in the
aggregate, a material adverse effect on the condition (financial or otherwise),
earnings or results of operations of the Company and the Company is not, as of
the date hereof, a party to or subject to any enforcement action instituted by,
or any agreement or memorandum of understanding with, any federal or state
regulatory authority restricting its operations or requiring that actions be
taken, and no such regulatory authority has threatened any such action,
memorandum or order against the Company and the Company has not received any
report of examination from any federal or state regulatory agency which requires
that the Company address any problem or take any action which has not already
been addressed or taken in a manner satisfactory to the regulatory
agency.

     

    (c)      Authorization; Conflict; Valid and
Binding Obligation. This Agreement and the transactions contemplated
herein have been duly and validly authorized by all requisite corporate action
of the Company. The Company has full right, power and capacity to execute,
deliver and perform its obligations under this Agreement. No governmental
license, permit or authorization and no registration or filings with any court,
governmental authority or regulatory agency is required in connection with the
Company's execution, delivery and/or performance of this Agreement, other than
any filings required by applicable federal and state securities laws. The
execution, delivery and performance of this Agreement, the consummation of the
transactions herein contemplated and the compliance with the terms of this
Agreement by the Company will not violate or conflict with any provision of the
Articles of Incorporation, as amended or By-laws of the Company, or any
agreement, instrument, law or regulation to which the Company is a party or by
which the Company may be bound. This Agreement, upon execution and delivery by
the Company, will represent the valid and binding obligation of the Company
enforceable in accordance with its terms.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    (d)     Use of
Proceeds.  The Company will be using the funds raised in this
Offering for the purposes set out in Attachment B, attached hereto and
incorporated herein.

     

    (e)      Board of
Directors.  The Company agrees to appoint up to three members
of the Board of Directors as designated by the Subscriber upon completion of the
first Tranche.  Each appointed member of the Board of Directors shall
serve until the next annual meeting of the Company’s shareholders (where they
may stand for re-election) or their respective earlier death, resignation or
removal from office.

     

    4.       
Survival of
Representations, Warranties, Agreements and Acknowledgments. The
representations, warranties, agreements, and acknowledgments of the Company and
Subscriber shall survive the offering and purchase of Securities.

    


    5.      Indemnification of the Company.
Subscriber agrees to indemnify and hold harmless the Company against and
in respect of any and all loss, liability, claim, damage, deficiency, and all
actions, suits, proceedings, demands, assessments, judgments, costs and expenses
whatsoever (including, but not limited to, attorneys' fees reasonably incurred
in investigating, preparing, or defending against any litigation commenced or
threatened or any claim whatsoever through all appeals) arising out of or based
upon any false representation or warranty or breach or failure by Subscriber to
comply with any covenant or agreement made by it herein or in any other document
furnished by it in connection with this subscription.

     

    6.      Miscellaneous.

     

    (a)     Entire Agreement. This
Agreement constitutes the entire agreement between the parties hereto, and
supersedes all prior negotiations, letters and understandings relating to the
subject matter hereof.

     

    (b)     Amendments. This Agreement may
not be amended, supplemented, or modified in whole or in part except by an
instrument in writing signed by the party or parties against whom enforcement of
any such amendment, supplement, or modification is sought.

     

    (c)     Notices. Any notice, demand,
or other communication that any party hereto may be required, or may elect, to
give to anyone interested hereunder shall be deemed given on the date initially
received if delivered by facsimile transmission followed by registered or
certified mail confirmation; on the date delivered by an overnight courier
service; on the third business day after it is mailed if mailed by registered or
certified mail (return receipt requested, with postage and other fees prepaid)
addressed to such addresses as provided herein.


    
      
         


      

      
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    (d)   Successors and Assigns. Except
as otherwise provided herein, this Agreement shall be binding upon and inure to
Subscriber’s benefit and the benefit of Subscriber’s heirs, executors,
administrators, successors, legal representatives, and permitted assigns. If the
undersigned is more than one person, the obligation of the undersigned shall be
joint and several and the agreements, representations, warranties, and
acknowledgements herein contained shall be deemed to be made by and be binding
upon each such person and his heirs, executors, successors, administrators,
legal representatives, and permitted assigns.

     

    (e)   Choice of Law; Venue. This
Agreement will be interpreted, construed, and enforced in accordance with the
laws of the State of Florida, without giving effect to the application of the
principles pertaining to conflicts of laws. Any proceeding arising between the
parties in any manner pertaining or relating to this Agreement shall, to the
extent permitted by law, be held in Miami-Dade County, Florida.

     

    (f)    Effect of Waiver. The failure
of any party at any time or times to require performance of any provision of
this Agreement will in no manner affect the right to enforce the same. The
waiver by any party of any breach of any provision of this Agreement will not be
construed to be a waiver by any such party of any succeeding breach of that
provision or a waiver by such party of any breach of any other
provision.

     

    (g)   Severability. The invalidity,
illegality, or unenforceability of any provision or provisions of this Agreement
will not affect any other provision of this Agreement, which will remain in full
force and effect, nor will the invalidity, illegality, or unenforceability of a
portion of any provision of this Agreement affect the balance of such provision.
In the event that any one or more of the provisions contained in this Agreement
or any portion thereof shall for any reason be held to be invalid, illegal, or
unenforceable in any respect, this Agreement shall be reformed, construed, and
enforced as if such invalid, illegal, or unenforceable provision had never been
contained herein.

     

    (h)   Enforcement. Should it become
necessary for any party to institute legal action to enforce this Agreement, the
successful party will be awarded reasonable attorneys' fees at all trial and
appellate levels, expenses, and costs.

     

    (i)     Counterparts. This Agreement
may be executed in one or more counterparts, each of which will be deemed an
original and all of which together will constitute one and the same
instrument.

     

    (j)     Further Assurances. The
parties hereto will execute and deliver such further instruments and do such
further acts and things as may be reasonably required to carry out the intent
and purposes of this Agreement.

     

    [SIGNATURES
ON THE FOLLOWING PAGE]


    
      
         


      

      
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    BRAMPTON
CREST INTERNATIONAL, INC.

    ____________________________________

    


    SUBSCRIPTION
AGREEMENT

    SIGNATURE
PAGE FOR INDIVIDUALS

    


    IN WITNESS WHEREOF, the
undersigned has caused this Agreement to be executed as of the ____ day of
___________________, 2010.

    


    Debentures
Subscribed for: _______________

    


    
      
        
          
            	 
      	 
      	 
      
	
                    (Signature
      of Subscriber)

                  	 
      	
                    (Signature
      of Spouse or Joint Tenant, If Any)

                  
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                    (Print
      Name of Subscriber)

                  	 
      	
                    (Print
      Name of Spouse or Joint Tenant, If Any)

                  
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                    (Address)

                  	 
      	
                    (Address)

                  
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                    (Telephone
      Number)

                  	 
      	
                    (Telephone
      Number)

                  
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                    (Social
      Security Number)

                  	 
      	
                    (Social
      Security Number)

                  
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                    (Date)

                  	 
      	
                    (Date)

                  


          

        

      

    

    


    Note:      If
two purchasers are signing, please check the manner in which the ownership is to
be legally held (the indicated manner shall be construed as if written out in
full accordance with applicable laws or regulations):

    


    
      
        
          	
                  _________   

                	
                  JT
      TEN:

                	
                  As
      joint tenants with right of survivorship and not as tenants in
      common.

                
	
                  _________

                	
                  TEN
      COM:   

                	
                  As
      tenants in common.

                
	
                  _________

                	
                  TENENT:

                	
                  As
      tenants by the
entireties.

                


        

      

    

    


    The
undersigned hereby tenders to Brampton Crest International, Inc., the amount
above. Checks should be made payable to Brampton Crest International,
Inc.  Wire transfer information is available upon
request.


    
      
         


      

      
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    BRAMPTON
CREST INTERNATIONAL, INC.

    ____________________________________

    


    SUBSCRIPTION
AGREEMENT

    SIGNATURE
PAGE FOR CORPORATIONS, TRUSTS, PARTNERSHIPS

    OR
RETIREMENT PLANS

    


    IN WITNESS WHEREOF, the
undersigned has caused this Agreement to be executed as of the ____ day of
___________________, 2010.

    


    Debentures
Subscribed for: _______________

    


    
      
        
          	 
      
	
                  (Signature
      of Subscriber)

                
	 
      
	 
      
	
                  (Print
      Name of Subscriber)

                
	 
      
	 
      
	 
      
	
                  (Address)

                
	 
      
	 
      
	
                  (Telephone
      Number)

                
	 
      
	 
      
	
                  (Social
      Security Number)

                
	 
      
	 
      
	
                  (Date)

                
	 
      
	 
      
	
                  (Federal
      Employer Identification Number or
      Other Tax Identification
Number)

                


        

      

    

    


    The
undersigned hereby tenders to Brampton Crest International, Inc., the amount
above. Checks should be made payable to Brampton Crest International,
Inc.  Wire transfer information is available upon
request.


    
      
         


      

      
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    BRAMPTON
CREST INTERNATIONAL, INC.

    ____________________________________

    


    APPROVED AND ACCEPTED in
accordance with the terms of this Subscription Agreement on this ____ day of
_________________, 2010.

    


    
      
        	 
      	
                Brampton
      Crest International, Inc.

              
	 
      	 
      
	
                By:  

              	 
      
	
                Name:
      Bryan Norcross

              
	
                Title: Chief Executive
Officer

              


      

    


    
      
         


      

      
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    ATTACHMENT
A

    


    FORM OF CONVERTIBLE
DEBENTURE

    


    NEITHER
THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OF THESE
SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN SECURED BY SUCH SECURITIES.

    


    Date of
Issuance: _____________, 2010

    


    $_________

    


    Brampton
Crest International, Inc.

    CONVERTIBLE
DEBENTURE

    Due
______, 2015

    


             THIS
DEBENTURE is duly authorized and issued Convertible Debentures and interest as
described below of Brampton Crest International, Inc. a Florida corporation,
having a principal place of business at 4700 Biscayne Blvd. Suite 500, Miami,
FL  33137  (the "Company"), designated as its Convertible
Debenture, due _______ 2015 (the "Debenture").

    


             FOR
VALUE RECEIVED, the Company promises to pay to ________________________ or his
registered assigns (the "Holder"), the principal sum of
____________________Dollars ($____,000) on ________, 2015 or such earlier date
as the Debentures are required or permitted to be repaid as provided hereunder
(the "Maturity Date) in cash or shares of Common Stock at the Conversion Price
or a combination thereof, and to pay interest to the Holder on the aggregate
unconverted and then outstanding principal amount of this Debenture (in
accordance with the conditions herein), payable on the Maturity Date, in cash or
shares of Common Stock at the Conversion Price.  The method of
payments shall be in the sole discretion of the Company. In addition, as long as
this Debenture is outstanding, the Company shall pay on the 15th
day of each month an amount equal to $2,000 ( based upon there being outstanding
a debenture in the principal amount of $250,000), representing interest on the
Debenture (the “Interest Due  Date”). To the extent that the principal
amount outstanding on the Interest Due Date  is less than $250,000,
then the amount of interest shall be reduced proportionately. The Payment Date
of obligations hereunder is defined as the date a check is mailed, wire sent, or
other means of payment made.


    
      
         


      

      
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             This
Debenture is subject to the following additional provisions:

    


             Section
1. This Debenture is exchangeable for an equal aggregate principal amount of
Debentures of different authorized denominations, as requested by the Holder
surrendering the same. No service charge will be made for such registration of
transfer or exchange.

    


             Section
2. This Debenture has been issued subject to certain investment representations
of the original Holder set forth in the Subscription Agreement and may be
transferred or exchanged only in compliance with the Subscription Agreement and
applicable federal and state securities laws and regulations. Prior to due
presentment to the Company for transfer of this Debenture, the Company and any
agent of the Company may treat the Person in whose name this Debenture is duly
registered on the Debenture Register as the owner hereof for the purpose of
receiving payment as herein provided and for all other purposes, whether or not
this Debenture is overdue, and neither the Company nor any such agent shall be
affected by notice to the contrary.

    


             Section
3. Events of Default.

    


                      a)
"Event of Default", wherever used herein, means any one of the following events
(whatever the reason and whether it shall be voluntary or involuntary or
effected by operation of law or pursuant to any judgment, decree or order of any
court, or any order, rule or regulation of any administrative or governmental
body):

    


                               i)
any default in the payment of the principal of, or liquidated damages in respect
of, any Debentures, free of any claim of subordination, as and when the same
shall become due and payable (whether on a Conversion Date or the Maturity Date
or by acceleration or otherwise) which default is not cured, if possible to
cure, within 5 days of notice of such default sent by the Holder;

    


                               ii)  the
Company shall commence, or there shall be commenced against the Company or any
such subsidiary a case under any applicable bankruptcy or insolvency laws as now
or hereafter in effect or any successor thereto, or the Company commences any
other proceeding under any reorganization, arrangement, adjustment of debt,
relief of debtors, dissolution, insolvency or liquidation or similar law of any
jurisdiction whether now or hereafter in effect relating to the Company or there
is commenced against the Company or any such bankruptcy, insolvency or other
proceeding which remains undismissed for a period of 60 days; or the Company is
adjudicated insolvent or bankrupt; or any order of relief or other order
approving any such case or proceeding is entered; or the Company suffers any
appointment of any custodian or the like for it or any substantial part of its
property which continues undischarged or unstayed for a period of 60 days; or
the Company makes a general assignment for the benefit of creditors; or the
Company shall fail to pay, or shall state that it is unable to pay, or shall be
unable to pay, its debts generally as they become due; or the Company shall call
a meeting of its creditors with a view to arranging a composition, adjustment or
restructuring of its debts; or the Company shall by any act or failure to act
expressly indicate its consent to, approval of or acquiescence in any of the
foregoing; or any corporate or other action is taken by the Company for the
purpose of effecting any of the foregoing;


    
      
         


      

      
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                               iii)
the Company shall default in any of its obligations under any other Debenture or
any mortgage, credit agreement or other facility, indenture agreement, factoring
agreement or other instrument under which there may be issued, or by which there
may be secured or evidenced any indebtedness for borrowed money or money due
under any long term leasing or factoring arrangement of the Company in an amount
exceeding $1,000,000, whether such indebtedness now exists or shall hereafter be
created and such default shall result in such indebtedness becoming or being
declared due and payable prior to the date on which it would otherwise become
due and payable;

    


    iii) the Company fails to pay the
monthly payment on the Payment Date of any month and such failure to pay is not
cured within three (3) business days of notice of failure to pay or fails to
meet the Payment Date requirement for any three (3) of twelve (12) consecutive
months.

    


                      b)
If any Event of Default occurs and is continuing, the full principal amount of
this Debenture, together with other amounts owing in respect thereof, if any, to
the date of acceleration shall become at the Holder's election, immediately due
and payable in cash.

    


             The
Holder need not provide and the Company hereby waives any presentment, demand,
protest or other notice of any kind, and the Holder may immediately and without
expiration of any grace period enforce any and all of its rights and remedies
hereunder and all other remedies available to it under applicable law. Such
declaration may be rescinded and annulled by Holder at any time prior to payment
hereunder and the Holder shall have all rights as a Debenture holder until such
time, if any, as the full payment under this Section shall have been received by
it. No such rescission or annulment shall affect any subsequent Event of Default
or impair any right consequent thereon.

    


             Section
4. Conversion.

    


    a)           At
any time after the Original Issue Date until this Debenture is no longer
outstanding, this Debenture shall be convertible into shares of Common Stock at
the option of the Holder, in whole or in part at any time and from time to time,
at the Conversion Price (as defined below).  The Holder shall effect
conversions by delivering to the Company the form of Notice of Conversion
attached hereto as Annex A (a “Notice of
Conversion”), specifying therein the principal amount of Debentures to be
converted and the date on which such conversion is to be effected (a “Conversion
Date”).  If no Conversion Date is specified in a Notice of
Conversion, the Conversion Date shall be the date that such Notice of Conversion
is provided hereunder.  To effect conversions hereunder, the Holder
shall not be required to physically surrender Debentures to the Company unless
the entire principal amount of this Debenture has been so converted. Conversions
hereunder shall have the effect of lowering the outstanding principal amount of
this Debenture in an amount equal to the applicable conversion.  The
Holder and the Company shall maintain records showing the principal amount
converted and the date of such conversions.  The Company shall deliver
any objection to any Notice of Conversion within 1 Business Day of receipt of
such notice.  In the event of any dispute or discrepancy, the records
of the Holder shall be controlling and determinative in the absence of manifest
error. The Holder and any assignee, by acceptance of this Debenture, acknowledge
and agree that, by reason of the provisions of this paragraph, following
conversion of a portion of this Debenture, the unpaid and unconverted principal
amount of this Debenture may be less than the amount stated on the face
hereof.


    
      
         


      

      
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    b)           Conversion
Price.  The conversion price in effect on any Conversion Date
shall be equal to $0.005(the “Conversion
Price”).

    


    
      c)           Mechanics of
Conversion

    

    


    i.           Conversion Shares Issuable
Upon Conversion of Principal Amount.  The number of shares of
Common Stock issuable upon a conversion hereunder shall be determined by the
quotient obtained by dividing (x) the outstanding principal amount of this
Debenture to be converted by (y) the Conversion Price.

    


    ii.           Delivery of Certificate Upon
Conversion. Not later than five Business Days after any Conversion Date,
the Company will deliver to the Holder a certificate or certificates
representing the Conversion Shares representing the number of shares of Common
Stock being acquired upon the conversion of Debentures.

    


    d)           Merger or
Consolidation If, at any time while this Debenture is outstanding,
(A) the Company effects any merger or consolidation of the Company with or into
another Person, (B) the Company effects any sale of all or substantially all of
its assets in one or a series of related transactions, (C) any tender offer or
exchange offer is completed pursuant to which holders of Common Stock are
permitted to tender or exchange their shares for other securities, cash or
property, or (D) the Company effects any reclassification of the Common Stock or
any compulsory share exchange pursuant to which the Common Stock is effectively
converted into or exchanged for other securities, cash or property (in any such
case, a “Fundamental
Transaction”), then upon any subsequent conversion of this Debenture, the
Holder shall have the right to receive, for each underlying share of Common
Stock that would have been issuable upon such conversion absent such Fundamental
Transaction, the same kind and amount of securities, cash or property as it
would have been entitled to receive upon the occurrence of such Fundamental
Transaction if it had been, immediately prior to such Fundamental Transaction,
the holder of one share of Common Stock (the “Alternate
Consideration”).  To the extent necessary to effectuate the
foregoing provisions, any successor to the Company or surviving entity in such
Fundamental Transaction shall issue to the Holder a new debenture consistent
with the foregoing provisions and evidencing the Holder's right to convert such
debenture into Alternate Consideration. The terms of any agreement pursuant to
which a Fundamental Transaction is affected shall include terms requiring any
such successor or surviving entity to comply with the provisions of this
paragraph and insuring that this Debenture (or any such replacement security)
will be similarly adjusted upon any subsequent transaction analogous to a
Fundamental Transaction. Notwithstanding the foregoing, no adjustment will be
made under this that would result in an increase to the Conversion
Price.


    
      
         


      

      
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    e)           If
the Company, at any time while the Debenture is outstanding: (A) shall pay a
stock dividend or otherwise make a distribution or distributions on shares of
its Common Stock or any other equity or equity equivalent securities payable in
shares of Common Stock (which, for avoidance of doubt, shall not include any
shares of Common Stock issued by the Company pursuant to this Debenture,
including as interest  thereon), (B) subdivide outstanding shares of
Common Stock into a larger number of shares, (C) combine (including by way of
reverse stock split) outstanding shares of Common Stock into a smaller number of
shares, or (D) issue by reclassification of shares of the Common Stock any
shares of capital stock of the Company, then the Conversion Price shall be
multiplied by a fraction of which the numerator shall be the number of shares of
Common Stock (excluding treasury shares, if any) outstanding before such event
and of which the denominator shall be the number of shares of Common Stock
outstanding after such event. Any adjustment made pursuant to this Section shall
become effective immediately after the record date for the determination of
stockholders entitled to receive such dividend or distribution and shall become
effective immediately after the effective date in the case of a subdivision,
combination or re-classification.

    


    f)           Reservation of Shares
Issuable Upon Conversion. The Company covenants that it will at all times
reserve and keep available out of its authorized and unissued shares of Common
Stock solely for the purpose of issuance upon conversion of the Debentures free
from preemptive rights or any other actual contingent purchase rights of persons
other than the Holders, not less than such number of shares of the Common Stock
as shall be issuable upon the conversion of the outstanding principal amount of
the Debentures.  The Company covenants that all shares of Common Stock
that shall be so issuable shall, upon issue, be duly and validly authorized,
issued and fully paid, nonassessable.

    


    g)           Fractional Shares.
Upon a conversion hereunder the Company shall not be required to issue stock
certificates representing fractions of shares of the Common Stock, but may if
otherwise permitted, make a cash payment in respect of any final fraction of a
share based on the Closing Price at such time.  If the Company elects
not, or is unable, to make such a cash payment, the Holder shall be entitled to
receive, in lieu of the final fraction of a share, one whole share of Common
Stock.


    
      
         


      

      
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    h)           Transfer
Taxes.  The issuance of certificates for shares of the Common
Stock on conversion of the Debentures shall be made without charge to the
Holders thereof for any documentary stamp or similar taxes that may be payable
in respect of the issue or delivery of such certificate, provided that the
Company shall not be required to pay any tax that may be payable in respect of
any transfer involved in the issuance and delivery of any such certificate upon
conversion in a name other than that of the Holder of such Debentures so
converted and the Company shall not be required to issue or deliver such
certificates unless or until the person or persons requesting the issuance
thereof shall have paid to the Company the amount of such tax or shall have
established to the satisfaction of the Company that such tax has been
paid.

    


    i)           Prepayment.  The
Company may not prepay any portion of the principal amount of this Debenture
without the prior written consent of the Holder.

    


             Section
5. Definitions. For the purposes hereof, in addition to the terms defined
elsewhere in this Debenture: (a) capitalized terms not otherwise defined herein
have the meanings given to such terms in the Purchase Agreement, and (b) the
following terms shall have the following meanings:

    


                      "Business
Day" means any day except Saturday, Sunday and any day which shall be a federal
legal holiday in the United States or a day on which banking institutions in the
State of New York are authorized or required by law or other government action
to close.

    


                      "Common
Stock" means the common stock of the Company and stock of any other class into
which such shares may hereafter have been reclassified or changed.

    


                      "Conversion
Date" shall have the meaning set forth in Section 4 hereof.

    


                      "Conversion
Price" shall have the meaning set forth in Section 4.

    


                      "Person"
means a corporation, an association, a partnership, organization, a business, an
individual, a government or political subdivision thereof or a governmental
agency.

    


                      "Subscription
Agreement" means the Subscription Agreement, dated as of the date herein, to
which the Company and the original Holder are parties, as amended, modified or
supplemented from time to time in accordance with its terms.


    
      
         


      

      
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             Section
6. Except as expressly provided herein, no provision of this Debenture shall
alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of, and liquidated damages (if any) on, this
Debenture at the time, place, and rate, and in the coin or currency, herein
prescribed. This Debenture is a direct debt obligation of the Company. This
Debenture ranks pari passu with all other Debentures now or hereafter issued
under the terms set forth herein. As long as this Debenture is outstanding, the
Company shall not without the consent of the Holder, (a) amend its certificate
of incorporation, bylaws or other charter documents so as to adversely affect
any rights of the Holder; or (b) enter into any agreement with respect to any of
the foregoing.

    


             Section
7. If this Debenture shall be mutilated, lost, stolen or destroyed, the Company
shall execute and deliver, in exchange and substitution for and upon
cancellation of a mutilated Debenture, or in lieu of or in substitution for a
lost, stolen or destroyed Debenture, a new Debenture for the principal amount of
this Debenture so mutilated, lost, stolen or destroyed but only upon receipt of
evidence of such loss, theft or destruction of such Debenture, and of the
ownership hereof, and indemnity, if requested, all reasonably satisfactory to
the Company.

    


             Section
8. So long as any portion of this Debenture is outstanding, the Company will
not, directly or indirectly, enter into, create, incur, assume or suffer to
exist any indebtedness of any kind, on or with respect to any of its property or
assets now owned or hereafter acquired or any interest therein or any income or
profits therefrom that is senior in any respect to the Company's obligations
under the Debentures without the prior consent of the Holder, which consent
shall not be unreasonably withheld.

    


             Section
9. All questions concerning the construction, validity, enforcement and
interpretation of this Debenture shall be governed by and construed and enforced
in accordance with the internal laws of the State of Florida, without regard to
the principles of conflicts of law thereof. Each party agrees that all legal
proceedings concerning the interpretations, enforcement and defense of the
transactions contemplated by any of the Subscription Agreement (whether brought
against a party hereto or its respective affiliates, directors, officers,
shareholders, employees or agents) shall be commenced in the state and federal
courts sitting in Miami-Dade County, Florida (the "Florida Courts"). Each party
hereto hereby irrevocably submits to the exclusive jurisdiction of the Florida
Courts for the adjudication of any dispute hereunder or in connection herewith
or with any transaction contemplated hereby or discussed herein (including with
respect to the enforcement of any of the Transaction Documents), and hereby
irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such
court, or such Florida Courts are improper or inconvenient venue for such
proceeding. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof via registered or certified mail or overnight delivery
(with evidence of delivery) to such party at the address in effect for notices
to it under this Debenture and agrees that such Service shall constitute good
and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any manner
permitted by law. Each party hereto hereby irrevocably waives, to the fullest
extent permitted by applicable law, any and all right to trial by jury in any
legal proceeding arising out of or relating to this Debenture or the
transactions contemplated hereby. If either party shall commence an action or
proceeding to enforce any provisions of this Debenture, then the prevailing
party in such action or proceeding shall be reimbursed by the other party for
its attorneys fees and other costs and expenses incurred with the investigation,
preparation and prosecution of such action or proceeding.


    
      
         


      

      
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             Section
10. Any waiver by the Company or the Holder of a breach of any provision of this
Debenture shall not operate as or be construed to be a waiver of any other
breach of such provision or of any breach of any other provision of this
Debenture. The failure of the Company or the Holder to insist upon strict
adherence to any term of this Debenture on one or more occasions shall not be
considered a waiver or deprive that party of the right thereafter to insist upon
strict adherence to that term or any other term of this Debenture. Any waiver
must be in writing.

    


             Section
11. If any provision of this Debenture is invalid, illegal or unenforceable, the
balance of this Debenture shall remain in effect, and if any provision is
inapplicable to any person or circumstance, it shall nevertheless remain
applicable to all other persons and circumstances. If it shall be found that any
interest or other amount deemed interest due hereunder violates applicable laws
governing usury, the applicable rate of interest due hereunder shall
automatically be lowered to equal the maximum permitted rate of interest. The
Company covenants (to the extent that it may lawfully do so) that it shall not
at any time insist upon, plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay, extension or usury law or other law which
would prohibit or forgive the Company from paying all or any portion of the
principal of or interest on the Debentures as contemplated herein, wherever
enacted, now or at any time hereafter in force, or which may affect the
covenants or the performance of this indenture, and the Company (to the extent
it may lawfully do so) hereby expressly waives all benefits or advantage of any
such law, and covenants that it will not, by resort to any such law, hinder,
delay or impeded the execution of any power herein granted to the Holder, but
will suffer and permit the execution of every such as though no such law has
been enacted.

    


             Section
12. Whenever any payment or other obligation hereunder shall be due on a day
other than a Business Day, such payment shall be made on the next succeeding
Business Day.

    


                                  *********************

             IN
WITNESS WHEREOF, the Company has caused this Convertible Debenture

    to be
duly executed by a duly authorized officer as of the date first above
indicated.

    


    
      
        	 
      
	 
      	 
      
	
                By:  

              	 
      
	
                Name:

              
	
                Title:

              


      

    


    
      
         


      

      
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    ANNEX
A

    


    NOTICE OF
CONVERSION

    


     The
Company hereby elects to convert principal under the Convertible Debenture of
Brampton Crest International, Inc. (the "Company"), due on ________, 2015, into
shares of common stock, $.001 par value per share (the "Common Stock"), of the
Company according to the conditions hereof, as of the date written below. No fee
will be charged to the holder for any conversion, except for such transfer
taxes, if any.

    


    The
undersigned agrees to comply with the prospectus delivery requirements under the
applicable securities laws in connection with any transfer of the aforesaid
shares of Common Stock.

    


    Conversion
calculations:

    Date to
Effect Conversion: ___________________________

    


    Principal
Amount of Debentures to be Converted:

    


    ___________________________

    


    
      
        	
                Number
      of shares of Common Stock to be issued:

              
	 
      
	 
      


      

    

    


    
      
        	
                Holder:

              	 
      
	 
      	 
      
	
                Name:

              	 
      
	 
      	 
      
	
                Address:  

              	 
      
	 
      	 
      
	 
      	 
      


      

    


    
      
         


      

      
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    ATTACHMENT
B

    


    USE OF
PROCEEDS

    


    The
Company shall make available to AEN, not greater than Twenty Thousand
($20,000.00) Dollars per month for operational expenses, except that for a
period representing April, 2010 and May, 2010, the Company shall make available
$20,000 per month.  From June, 2010 forward, AEN shall notify the
Subscriber as to the amount of the required funds and its
purpose.  Subscriber shall have the right to approve or disapprove of
the disbursements.  Subscriber’s approval shall not be unreasonably
withheld.


    
      
         


      

      
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