THIS
      NOTE
      AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THEY MAY
      NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED
      EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
      ACT
      AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY
      TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR
      UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT.

    


    PURPLE
      BEVERAGE COMPANY

     

    CONVERTIBLE
      PROMISSORY NOTE

     

    
      	
              October
                10, 2008

            	 	
              $640,000.00

            


    

    


    FOR
      VALUE
      RECEIVED, Purple Beverage Company, a Nevada corporation (the “Company”),
      promises to pay to the order of Barry Honig, or his permitted assigns,
      transferees and successors as provided herein (the “Holder”),
      or as
      the Holder may direct, at 551 Fifth Avenue, Suite 1601, New York, New York
      10176, or
      at
      such other location as the Holder may designate, Six Hundred and Forty Thousand
      Dollars ($640,000.00) plus simple interest on such principal amount from the
      date of this Convertible Promissory Note (the “Note”)
      at an
      annual interest rate equal to five percent (5%).

     

    Interest
      will be computed on the basis of a year of 365 days for the actual number of
      days elapsed from the date of this Note. The number of days used to compute
      the
      interest will include the first day but exclude the last day during which any
      principal is outstanding.

     

    ARTICLE
      I.

    THE
      NOTE

     

    This
      Note
      is issued by the Company on October 10, 2008 (the “Issuance
      Date”).
      On
      September 5, 2008, the Company issued to the Holder a promissory note in the
      amount of $250,000.00 (the “First
      Honig Note”).
      On
      September 12, 2008, the Company issued to the Holder a promissory note in the
      amount of $500,000.00 (the Second
      Honig Note”,
      and
      collectively with the First Honig Note, the “Original
      Honig Notes”).
      Prior
      to the date hereof, the Holder had only advanced to the Company $250,000.00
      under the Second Honig Note. Upon the issuance of this Note, on the Issuance
      Date, the Original Honig Notes shall be canceled and the Holder shall fund
      an
      additional $140,000.00 to the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      II.

    PRINCIPAL
      AND INTEREST PAYMENTS.

     

    Section
      2.01 The
      entire principal amount of this Note together with accrued and unpaid interest
      thereon will be due and payable on October 10, 2009 (the “Repayment
      Date”)unless
      this Note has been previously converted in accordance with Article III.


     

    Section
      2.02 The
      principal and interest on this Note will be payable in the lawful currency
      of
      the United States of America by wire transfer of immediately available funds
      and
      without set-off or counterclaim, free and clear of and without deduction for
      any
      present or future taxes, restrictions or conditions of any nature.

     

    Section
      2.03 All
      payments under this Note prior to demand or acceleration will be applied first,
      to any and all costs, expenses or charges then owed by the Company to the
      Holder, second, to accrued and unpaid interest, and third, to the unpaid
      principal balance. All payments so received after demand or acceleration will
      be
      applied in such manner as the Holder may determine in its sole and absolute
      discretion.

     

    Section
      2.04 Whenever
      any payment on this Note is stated to be due on a day which is not a business
      day, the payment will be made on the next succeeding business day and the
      extension of time will be included in the computation of the payment of interest
      of this Note.

     

    Section
      2.05 Overdue
      principal and interest will bear interest at a rate equal to the greater of
      (i)
      ten percent (10%) or (ii) the highest rate permitted by applicable law. Overdue
      principal and interest will be payable on demand.

     

    Section
      2.06 This
      Note
      may not be prepaid at any time.

     

    ARTICLE
      III.

    CONVERSION

     

    Section
      3.01 At
      any
      time prior to the Repayment Date, upon prior written notice by the Holder to
      the
      Company, at the option of the Holder, the outstanding principal and interest
      due
      hereunder, may be converted into shares of the Company’s capital stock. The
      number of shares of the Company’s capital stock (calculated to the nearest whole
      share) to which Holder shall be entitled upon such conversion shall be equal
      to
      such number determined by dividing (x) the outstanding principal amount and
      unpaid accrued interest thereon to be converted by (y) $0.05 per share. The
      shares of the Company’s capital stock issuable upon conversion of this Note
      pursuant to this Section 3.01 are hereinafter referred to as “Conversion
      Shares”.

     

    Section
      3.02 In
      the
      event of conversion, the Holder will surrender this Note for conversion at
      the
      principal office of the Company. The Holder agrees to execute all necessary
      documents in connection with the conversion of this Note.

     

    Section
      3.03 The
      Company covenants and agrees that it will at all times have authorized and
      reserved, solely for the purpose of such possible conversion, out of its
      authorized but unissued shares, a sufficient number of shares to provide for
      the
      exercise in full of the conversion rights contained in this Note.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Section
      3.04 This
      Note
      will be automatically canceled upon conversion. As soon as practicable after
      conversion of this Note, the Company at its expense will issue in the name
      of
      and deliver to the Holder a certificate or certificates for the Conversion
      Shares (bearing such legends as may be required by applicable state and federal
      securities laws in the opinion of legal counsel for the Company).

     

    Section
      3.05 Following
      conversion of the Note, in the event that the Company files a registration
      statement registering shares of the Company common stock on a form appropriate
      for the resale of shares by stockholders, the Holder shall have the right to
      have the Conversion Shares included in such registration statement, to the
      extent such shares are not already freely tradable.

     

    ARTICLE
      IV.

    DEFAULT;
      ACCELERATION

     

    The
      occurrence of any one or more of the following events with respect to the
      Company constitutes an event of default hereunder (“Event
      of Default”):

     

    Section
      4.01 The
      Company fails to pay: (a) the principal of this Note or the accrued interest
      thereon when due; or (b) the principal or the accrued interest on any other
      obligation of the Company to the Holder when due.

     

    Section
      4.02 The
      Company breaches, in any materially respect, any covenant, representation or
      warranty in this Note or the term of any other existing instrument or agreement
      between the Company and the Holder.

     

    Section
      4.03 The
      Company (a) voluntarily becomes subject to any proceeding under the Bankruptcy
      Code or any similar remedy under state statutory or common law, or (b) admits
      in
      writing its inability to pay debts generally as they become due.

     

    Section
      4.04 Within
      60
      days after the commencement of proceedings against the Company seeking any
      bankruptcy, insolvency, liquidation, dissolution or similar relief under any
      present or future statute, law or regulation (a) such action has not been
      dismissed or all orders or proceedings thereunder affecting the operations
      or
      the business of the Company stayed, or (b) the stay of any such order or
      proceedings has been set aside, or, within 60 days after the appointment without
      the consent or acquiescence of the Company of any trustee, receiver or
      liquidator of the Company or of all or any substantial part of the properties
      of
      the Company, the appointment has not been vacated.

     

    Section
      4.05 Any
      litigation is commenced against the Company by a person other than Holder,
      any
      of its affiliates, or any person acting in concert with them, if: (a) the
      damages sought are in excess of $25,000.

     

    Section
      4.06 The
      Company defaults under any instrument or agreement between the Company and
      any
      third party evidencing indebtedness of the Company in excess of
      $250,000.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Upon
      the
      occurrence of an Event of Default under this Note, the entire unpaid principal
      balance of this Note, together with all accrued interest thereon, shall become
      immediately due and payable regardless of any prior forbearance and without
      presentment, demand, protest or further notice of any kind, all of which are
      hereby expressly waived by the Company. The Holder may exercise any and all
      rights and remedies available to the Holder under applicable law, including,
      without limitation, the right to collect from the Company all amounts due under
      this Note.

     

    ARTICLE
      V.

    MISCELLANEOUS

     

    Section
      5.01 The
      Holder shall not be entitled to convert this Note, in connection with that
      number of shares of the Company's common stock which would be in
      excess of the sum of (i) the number of shares of common stock
      beneficially owned by the Holder and its affiliates on the
      conversion date, and (ii) the number of shares of common stock
      issuable upon the conversion of this Note with respect to which the
      determination of this limitation is being made on a conversion date, which
      would result in beneficial ownership by the Holder and its affiliates of mote
      than 9.99% of the Company's outstanding shares
      of common stock on such date. For the purposes of the immediately
      preceding sentence, beneficial ownership shall be determined in accordance
      with
      Section 13(d) of the Securities Exchange Act of 1934, as amended and
      Rule 13d-3 thereunder. 

     

    Section
      5.02 The
      Company waives diligence, presentment, protest, demand and notice of protest,
      demand, dishonor and nonpayment of this Note, and expressly agrees that this
      Note, and any payment under it, may be extended by the Holder from time to
      time
      without in any way affecting the liability of the Company.

     

    Section
      5.03 Any
      term
      of this Note may be amended or waived only with the written consent of the
      Company and the Holder; provided,
      however,
      that,
      in no event shall the principal amount of this Note be amended without the
      written consent of the Holder of this Note. By acceptance hereof, the Holder
      acknowledges that in the event consent is obtained pursuant to the foregoing
      sentence, any term of this Note (other than the principal amount thereof) may
      be
      amended or waived with or without the consent of the Holder. Any amendment
      or
      waiver effected in accordance with this Section 5.03 shall be binding upon
      the
      Company, the Holder and each transferee of this Note.

     

    Section
      5.04 All
      rights and obligations of the Company and the Holder shall be binding upon
      and
      benefit the successors, assigns, heirs and administrators of the parties. As
      used in this Note, the Company includes any corporation, partnership, limited
      liability company or other entity that succeeds to or assumes the obligations
      of
      the Company under this Note. “Holder” means any person who is at the time the
      registered holder of this Note.

     

    Section
      5.05 The
      Company agrees to reimburse the Holder for all attorneys’ fees and expenses
      incurred by the Holder in connection with the collection and enforcement of
      this
      Note. 

     

    Section
      5.06 The
      rights and remedies of the Holder under this Note and as may otherwise be
      available at law or in equity are cumulative and concurrent and at the sole
      discretion of the Holder may be pursued singly, successively or together and
      exercised as often as the Holder desires. 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    Section
      5.07 This
      Note
      will be governed and construed in accordance with the laws of the State of
      New
      York, excluding its choice of law or conflicts of law principles. 

     

    Section
      5.08 Any
      notice required or permitted hereunder shall be given in writing and shall
      be
      conclusively deemed effectively given upon personal delivery or delivery by
      courier, or five days after deposit in the United States mail, by registered
      or
      certified mail, postage prepaid, addressed (a) if to the Company, at 450 East
      Las Olas Boulevard, Suite 830, Fort Lauderdale, Florida 33301, and (b) if to
      the
      Holder, at the Holder’s address as set forth above, or at such other address as
      the Company or the Holder may designate by at least 10 days’ advance written
      notice to the other party hereto.

     

    Section
      5.09 Upon
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction or mutilation of this Note and, in the case of loss, theft or
      destruction, upon receipt of an indemnity reasonably satisfactory to the
      Company, or in the case of mutilation, upon surrender and cancellation of this
      Note, the Company, at its expense, will make and deliver a new Note, of like
      tenor, in lieu of the lost, stolen, destroyed or mutilated Note.

     

    Section
      5.10 If
      one or
      more provisions of this Note are held unenforceable under applicable law, the
      unenforceable provision will be excluded from this Note and the balance of
      this
      Note will be interpreted as if such provision were so excluded and will be
      enforceable in accordance with its terms. The parties to this Note agree to
      replace any void or unenforceable provision of this Note with a valid and
      enforceable provision that will achieve, to the extent possible, the economic,
      business and other purposes of the void or unenforceable provision.

     

    IN
      WITNESS WHEREOF, the Company has executed this Note by its duly authorized
      officer as of the date and year first written above.

     

    
      	 	 	 
	 	PURPLE
              BEVERAGE
              COMPANY, INC.
	 
 	 
 	 
 
	 	By:  	/s/
              Theodore Farnsworth
	 	
              
Name:
Theodore
              Farnsworth
	 	
              Title:
                Chief
                Executive Officer

            


    

     

    
      
        
        

      

      
        5