PROMISSORY
      NOTE

     

    
      	
              $250,000.00

            	
              Ft.
                Lauderdale, Florida

            
	 	
              June
                24, 2008

            


    

     

    Purple
      Beverage Company, Inc., a Nevada corporation (the “Maker”),
      hereby promises to pay to the order of Ben Rabinowitz, an individual (the
“Holder”),
      in
      lawful money of the United States of America, the sum of Two Hundred Fifty
      Thousand and 00/100ths Dollars ($250,000.00), together with accrued and unpaid
      interest thereon, at the rate set forth below, on or before August 24, 2008
      (the
“Maturity
      Date”);
      provided,
      however,
      that
      all such sums shall become due and payable upon the earlier to occur occurrence
      of (i) a “Financing
      Transaction”
(as
      defined below) or (ii) an “Event
      of Default”,
      as
      defined below; provided,
      further,
      that
      the Maturity Date may be extended by the Company in its sole and absolute
      discretion for up to two successive 30-day periods, neither of which extensions
      shall constitute an Event of Default, upon the Maker promptly issuing to the
      Holder 25,000 shares of its Common Stock in connection with each such 30-day
      extension (to be valued in the same manner as the shares of the Company’s common
      stock issued concurrently with this Promissory Note and to be calculated in
      the
      ratio of 100,000 shares of common stock for each $1,000,000 of initial principal
      of this Promissory Note).

     

    The
      unpaid principal amount of this Promissory Note shall bear interest at a rate
      per annum equal to eighteen percent (18%) calculated on the basis of a 365-day
      year and the actual number of days elapsed. If any interest is determined to
      be
      in excess of the then legal maximum rate, then that portion of each interest
      payment representing an amount in excess of the then legal maximum rate shall
      be
      deemed a payment of principal and applied against the principal of the
      obligations evidenced by this Promissory Note.

     

    This
      Promissory Note may be prepaid in whole or in part at any time, or from time
      to
      time, without premium or penalty and without prior notice to or consent by
      the
      Holder. Amounts prepaid may not be re-borrowed. 

     

    Within
      two business days of the occurrence of a Financing Transaction, the Maker shall
      immediately tender to the Holder all sums of principal, interest, and other
      fees
      then remaining unpaid hereunder. For purposes herein, a “Financing
      Transaction”
shall
      be deemed to have occurred upon the Maker receiving in cash, in one or a series
      of debt or equity transactions, an amount of funds not less than $4,000,000
      in
      gross proceeds. Notwithstanding the foregoing, in the event of a Financing
      Transaction, the Maker may, upon receipt of prior written consent from the
      Holder, extend the Maturity Date by up to two successive 30-day periods. In
      connection with each such extension, the Maker shall promptly issue to the
      Holder 50,000 shares of its Common Stock to be valued in the same manner as
      the
      shares of the Company’s common stock issued concurrently with this Promissory
      Note and to be calculated in the ratio of 100,000 shares of common stock for
      each $1,000,000 of initial principal of this Promissory Note.

     

    Upon
      the
      occurrence of an Event of Default, the Holder may make all sums of principal,
      interest, and other fees then remaining unpaid hereunder immediately due and
      payable. The occurrence with respect to the Maker of any of the following events
      is an “Event
      of Default”:

     

    
      	
            	·	
              The
                Maker fails to pay at the Maturity Date any principal, interest,
                or other
                fees hereunder in accordance
                herewith;

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    
      	
            	·	
              The
                Maker breaches any covenant or any other term or condition of this
                Promissory Note in any material
                respect;

            


    

     

    
      	
            	·	
              The
                Maker shall make an assignment for the benefit of creditors, or apply
                for
                or consent to the appointment of a receiver or trustee for it or
                for a
                substantial part of its property or business or such a receiver or
                trustee
                shall otherwise be appointed;

            


    

     

    
      	
            	·	
              The
                Maker shall materially default under any bond, debenture, note or
                other
                evidence of indebtedness for money borrowed, under any guarantee
                or under
                any mortgage, or indenture pursuant to which there shall be issued
                or by
                which there shall be secured or evidenced any indebtedness for money
                borrowed by the Maker or any of its subsidiaries, whether such
                indebtedness now exists or shall hereafter be created, which default
                shall
                have resulted in indebtedness of at least $250,000 becoming due and
                payable prior to the date on which it would otherwise become due
                and
                payable and shall not have been cured by the Maker or waived by the
                Lender;

            


    

     

    
      	
            	·	
              Any
                money judgment, writ, or similar final process shall be entered or
                filed
                against the Maker or any of its property or other assets for more
                than
                $250,000 and shall remain unvacated, unbonded, or unstayed for a
                period of
                thirty (30) days;

            


    

     

    
      	
            	·	
              Bankruptcy,
                insolvency, reorganization, or liquidation proceedings or other
                proceedings or relief under any bankruptcy law or any law for the
                relief
                of debtors shall be instituted by or against the
                Maker.

            


    

     

    The
      Maker
      hereby waives presentment, demand, notice of dishonor, protest, notice of
      protest, and all other demands, protests, and notices in connection with the
      execution, delivery, performance, collection, and enforcement of this Promissory
      Note. If default is made in the payment of this Promissory Note, the Maker
      shall
      pay to the Holder reasonable costs of collection, including reasonable
      attorney’s fees. The remedies under this Promissory Note shall be
      cumulative.

     

    All
      notices and other communications required or permitted hereunder shall be in
      writing and shall be sent by express mail or other form of rapid communications,
      if possible, and if not then such notice or communication shall be mailed by
      first-class mail, postage prepaid, addressed in each case to the party entitled
      thereto at the following addresses: (a) if to the Maker, to Purple Beverage
      Company, Inc., 450
      E.
      Las Olas Blvd., Suite 830,
      Ft.
      Lauderdale, Florida 33301,
      Attention: Michael Wallace, Chief Financial Officer, and (b) if to the Holder,
      to         ,
      or at
      such other address as one party may furnish to the other in writing. Notice
      shall be deemed effective on the date dispatched if by personal delivery, two
      days after mailing if by express mail, or three days after mailing if by
      first-class mail. Notice shall conclusively be deemed to have been given when
      received.

     

    This
      Promissory Note is being delivered in, is intended to be performed in, shall
      be
      construed and interpreted in accordance with, and be governed by the internal
      laws of, the State of Florida, without regard to principles of conflict of
      laws.
      Any judicial proceeding brought against the Maker with respect to this
      Promissory Note shall be brought in any state court of Florida or any federal
      court sitting in the State of Florida, and, by execution and delivery of this
      Promissory Note, the Maker accepts for itself and in connection with its
      properties, generally and unconditionally, the exclusive jurisdiction of the
      aforesaid courts, and irrevocably agrees to be bound by any final judgment
      rendered thereby in connection with this Promissory Note. The Maker hereby
      waives any claim or defense that any such forum is not convenient or proper.
      The
      Maker hereby agrees that service upon it by certified or registered mail shall
      constitute sufficient notice of any judicial proceeding commenced against it
      by
      the Holder in any such courts.


    
      
         

      

      
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    This
      Promissory Note may only be amended, modified, or terminated by an agreement
      in
      writing signed by the party to be charged. This Promissory Note shall be binding
      upon the successors and assigns of the Maker and inure to the benefit of the
      Holder and his successors, endorsees, and assigns. This Promissory Note shall
      not be transferred without the express written consent of the Holder, provided
      that if the Holder consents to any such transfer or, if notwithstanding the
      foregoing, such a transfer occurs, then the provisions of this Promissory Note
      shall be binding upon any successor to the Maker and shall inure to the benefit
      of and be extended to any holder hereof.

     

    [Signatures
      on following page.]


    
      
         

      

      
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              PURPLE
                BEVERAGE COMPANY, INC.

            
	
              a
                Nevada corporation

            
	 	 
	
              By:

            	
              /s/
                Michael Wallace

            
	 	
              Michael
                Wallace, Chief Financial Officer

            


    

     

    
      
         

      

      
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