THIS
      WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR QUALIFIED UNDER ANY
      APPLICABLE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,
      HYPOTHECATED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER SUCH STATE SECURITIES
      LAWS OR AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY
      THAT
      SUCH REGISTRATION AND/OR QUALIFICATION IS NOT REQUIRED.

     

    PURPLE
      BEVERAGE COMPANY, INC.

     

    “B”
      WARRANT TO PURCHASE SHARES OF COMMON STOCK

    

      
        	
                No.
                  2008B-BR2

              	
                June
                  24, 2008

              


      

    

     

    THIS
      CERTIFIES THAT,
      for
      value received, Ben Rabinowitz, an individual (the “Investor”),
      or
      Investor’s assigns (Investor and Investor’s assigns being the “Holder”),
      is
      entitled to subscribe for and purchase at any time during the Exercise Period
      from Purple Beverage Company, Inc., a Nevada corporation, with an office located
      at 450 E. Las Olas Blvd., Suite 830, Ft. Lauderdale, Florida 33301 (the
“Company”),
      a
      number of shares of Common Stock equal to the Share Number at a per share price
      equal to the Exercise Price in effect at such time. This Warrant is issued
      in
      conjunction with the shares of the Company’s Common Stock issued pursuant to the
      Subscription Agreement dated as of June 24, 2008, by and between the Company
      and
      the Investor.

     

    
      1.
        DEFINITIONS.
        As used
        herein, the following terms shall have the following respective
        meanings:

    

     

    (a) “Aggregate
      Warrant Price”
shall
      mean the dollar value obtained by multiplying $3.50 by 50,000.

     

    (b) “Common
      Stock”
shall
      mean the common stock of the Company.

     

    (c) “Exercise
      Period”
shall
      mean the period commencing on June 24, 2008, and ending on June 24,
      2010.

     

    (d) “Exercise
      Price”
shall
      mean $3.50 per share of Common Stock.

     

    (e) “Exercise
      Shares”
shall
      mean any Common Stock acquired upon exercise of this Warrant.

     

    (f) “Share
      Number”,
      at any
      time, shall mean (i) the Aggregate Warrant Price minus the aggregate exercise
      price previously paid upon exercise of this Warrant, divided by (ii) the
      Exercise Price then in effect.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    
      2.
        EXERCISE
        OF WARRANT.

    

     

    
      2.1
        General;
        Exercise of Warrant.

    

     

    (a) The
      rights represented by this Warrant may be exercised as a whole or in part at
      any
      time during the Exercise Period, by delivery of the following to the Company
      at
      its address set forth above (or at such other address as it may designate by
      notice in writing to the Holder):

     

    
      	
            	(i)	
              An
                executed Notice of Exercise in the form attached
                hereto;

            


    

     

    
      	
            	(ii)	
              Payment
                of the Exercise Price either in cash or by check;
                and

            


    

     

    
      	
            	(iii)	
              This
                Warrant.

            


    

     

    (b) Upon
      the
      exercise of the rights represented by this Warrant, a certificate or
      certificates for the Exercise Shares so purchased, registered in the name of
      the
      Holder or persons affiliated with the Holder, if the Holder so designates (and
      such designation is in compliance with applicable securities laws and any
      stockholders, investor rights or similar agreement), shall be issued and
      delivered to the Holder as promptly as practicable after the rights represented
      by this Warrant shall have been so exercised.

     

    (c) The
      person in whose name any certificate or certificates for Exercise Shares are
      to
      be issued upon exercise of this Warrant shall be deemed to have become the
      holder of record of such shares on the date on which this Warrant was
      surrendered and payment of the Exercise Price was made, irrespective of the
      date
      of delivery of such certificate or certificates, except that, if the date of
      such surrender and payment is a date when the stock transfer books of the
      Company are closed, such person shall be deemed to have become the holder of
      such shares at the close of business on the next succeeding date on which the
      stock transfer books are open.

     

    
      3.
        COVENANTS
        OF THE COMPANY.

    

     

    3.1 Covenants
      as to Exercise Shares.
      The
      Company covenants and agrees that all Exercise Shares that may be issued upon
      the exercise of the rights represented by this Warrant will, upon issuance,
      be
      validly issued and outstanding, fully paid and nonassessable, and free from
      all
      taxes, liens and charges with respect to the issuance thereof. The Company
      further covenants and agrees that the Company will at all times during the
      Exercise Period have authorized and reserved, free from preemptive rights,
      a
      sufficient number of shares of its Common Stock to provide for the exercise
      of
      the rights represented by this Warrant. If at any time during the Exercise
      Period the number of authorized but unissued shares of Common Stock shall not
      be
      sufficient to permit exercise of this Warrant, the Company will take such
      corporate action as may, in the opinion of its counsel, be necessary to increase
      its authorized but unissued shares of Common Stock to such number of shares
      as
      shall be sufficient for such purposes.

     

    3.2 No
      Impairment.
      Except
      and to the extent as waived or consented to by the Holder, the Company will
      not,
      by amendment of its Articles of Incorporation or through any reorganization,
      transfer of assets, consolidation, merger, dissolution, issue or sale of
      securities, or any other voluntary action, avoid or seek to avoid the observance
      or performance of any of the terms to be observed or performed hereunder by
      the
      Company, but will at all times in good faith assist in the carrying out of
      all
      the provisions of this Warrant and in the taking of all such action as may
      be
      necessary or appropriate in order to protect the exercise rights of the Holder
      against impairment.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    3.3 Notices
      of Record Date.
      In the
      event of any taking by the Company of a record of the holders of any class
      of
      securities for the purpose of determining the holders thereof who are entitled
      to receive any dividend (other than a cash dividend which is the same as cash
      dividends paid in previous quarters) or other distribution, the Company shall
      mail to the Holder, at least ten (10) days prior to the date specified herein,
      a
      notice specifying the date on which any such record is to be taken for the
      purpose of such dividend or distribution.

     

    
      4.
        REPRESENTATIONS
        OF THE HOLDER.

    

     

    4.1 Acquisition
      of Warrant for Personal Account.
      The
      Holder represents and warrants that it is acquiring the Warrant and any shares
      of capital stock issued or issuable upon exercise or conversion of the Warrant
      for investment purposes only and not with a view to or for resale in connection
      with any distribution or public offering thereof within the meaning of the
      Act
      (as defined below). The Holder also represents that the entire legal and
      beneficial interests of the Warrant and Exercise Shares the Holder is acquiring
      is being acquired for, and will be held for, the account of the Holder only.
      

     

    4.2 Accredited
      Investor; Off-Shore Transaction; Not a U.S. Person.
      The
      Holder represents and warrants that, unless not a “U.S.
      Person”
as
      defined below, the Holder it is an “accredited
      investor”
as
      such
      term is defined in Rule 501 under the Securities Act of 1933, as amended (the
      “Act”).
      The
      Holder shall provide the Company with such additional information as the Company
      may reasonably request with respect to the Holder’s status as an “accredited
      investor.”
The
      exercise of this Warrant and the transactions contemplated herein may constitute
      an “off-shore
      transaction,”
as
      that term is defined in Rule 902(h) of Regulations S promulgated under the
      Securities Act. If the Holder is not an accredited investor, then the Holder
      is
      not a “U.S.
      Person,”
as
      that term is defined in Rule 902(k) of Regulation S promulgated under the
      Securities Act.

     

    
      4.3
        Securities
        Are Not Registered.

    

     

    (a) The
      Holder understands that the Warrant and the Exercise Shares have not been
      registered under the Act, on the basis that no distribution or public offering
      of the stock of the Company is to be effected, or registered or qualified under
      any applicable state securities laws. The Holder realizes that the basis for
      the
      exemption may not be present if, notwithstanding its representations, the Holder
      has a present intention of acquiring the securities for a fixed or determinable
      period and, in the future, selling (in connection with a distribution or
      otherwise), granting any participation in, or otherwise distributing the
      securities. The Holder has no such present intention.

     

    (b) The
      Holder recognizes that the Warrant and the Exercise Shares must be held
      indefinitely unless they are subsequently registered under the Act or an
      exemption from such registration is available. The Company has no obligation
      to
      register the Warrant or the Exercise Shares of the Company, or to comply with
      any exemption from such registration.

     

    (c) The
      Holder is aware that neither the Warrant nor the Exercise Shares may be sold
      pursuant to Rule 144 adopted under the Act unless certain conditions are met,
      including, among other things, the existence of a public market for the shares,
      the availability of certain current public information about the Company, the
      resale following the required holding period under Rule 144 and the number
      of
      shares being sold during any three-month period not exceeding specified
      limitations. For so long as the Warrants are outstanding and for the two-year
      period thereafter, the Company will use its best efforts to satisfy these
      conditions.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    (d) The
      Holder is aware of the Company’s business affairs and financial condition and
      has acquired sufficient information about the Company to reach an informed
      and
      knowledgeable decision regarding its investment in the Company. The Holder
      is
      experienced in making investments of this type and has such knowledge and
      background in financial and business matters that the Holder is capable of
      evaluating the merits and risks of this investment and protecting its own
      interests. The Holder has had an opportunity to ask questions of, and receive
      answers from, the Company and its officers and employees regarding the business,
      financial affairs and other aspects of the Company, and has further had the
      opportunity to obtain information (to the extent the Company possesses or can
      acquire such information without unreasonable effort or expense) which the
      Holder deems necessary to evaluate an investment in the Company and to verify
      the accuracy of information otherwise provided to the Holder.

     

    
      4.4
        Disposition
        of Warrant and Exercise Shares.

    

     

    (a) Except
      for transfers by the Holder to its affiliates in compliance with all applicable
      securities laws, the Holder further agrees not to make any disposition of all
      or
      any part of the Warrant or Exercise Shares in any event unless and
      until:

     

    (i) The
      Company shall have received a letter secured by the Holder from the Securities
      and Exchange Commission stating that no action will be recommended to the
      Commission with respect to the proposed disposition; or

     

    (ii) There
      is
      then in effect a registration statement under the Act covering such proposed
      disposition and such disposition is made in accordance with said registration
      statement; or

     

    (iii) The
      Holder shall have shall have furnished the Company with an opinion of counsel,
      reasonably satisfactory to the Company, for the Holder to the effect that such
      disposition will not require registration of such Warrant or Exercise Shares
      under the Act or any applicable state securities laws.

     

    (b) The
      Holder understands and agrees that all certificates evidencing the Exercise
      Shares to be issued to the Holder may bear the following legend (in addition
      to
      any legend required under applicable state securities laws, the Company’s
      Bylaws, or as provided elsewhere in this Warrant):

     

    THESE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “SECURITIES
      ACT”)
      OR
      QUALIFIED UNDER ANY APPLICABLE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED
      FOR SALE, PLEDGED, HYPOTHECATED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER SUCH
      STATE SECURITIES LAWS OR AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY
      TO
      THE COMPANY THAT SUCH REGISTRATION AND/OR QUALIFICATION IS NOT
      REQUIRED.

     

    
      5.
        ADJUSTMENTS
        AND NOTICES.
        The
        Exercise Price and the number of Exercise Shares issuable upon exercise of
        this
        Warrant shall be subject to adjustment from time to time in accordance with
        this
        Section 5.

    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    5.1 Subdivision,
      Stock Dividends or Combinations.
      In case
      the Company shall at any time after the commencement of the Exercise Period
      subdivide the outstanding Common Stock or shall issue a stock dividend with
      respect to the Common Stock, the Exercise Price in effect immediately prior
      to
      such subdivision or the issuance of such dividend shall be proportionately
      decreased, and in case the Company shall at any time after the commencement
      of
      the Exercise Period combine the outstanding shares of Common Stock, the Exercise
      Price in effect immediately prior to such combination shall be proportionately
      increased, in each case effective at the close of business on the date of such
      subdivision, dividend, or combination, as the case may be.

     

    5.2 Reclassification,
      Exchange, Substitution, In-Kind Distribution.
      Upon
      any reclassification, exchange, substitution or other event after the
      commencement of the Exercise Period that results in a change of the number
      and/or class of the securities issuable upon exercise or conversion of this
      Warrant or upon the payment after the commencement of the Exercise Period of
      a
      dividend in securities or property other than shares of Common Stock, the Holder
      shall be entitled to receive, upon exercise or conversion of this Warrant,
      the
      number and kind of securities and property that Holder would have received
      if
      this Warrant had been exercised or converted immediately before the record
      date
      for such reclassification, exchange, substitution, or other event or immediately
      prior to the record date for such dividend. The Company or its successor shall
      promptly issue to Holder a new warrant for such new securities or other
      property. The new warrant shall provide for adjustments, which shall be as
      nearly equivalent as may be practicable to the adjustments provided for in
      this
      Section 5, including, without limitation, adjustments to the Warrant Price
      and
      to the number of securities or property issuable upon exercise or conversion
      of
      the new warrant. The provisions of this Section 5.2 shall similarly apply to
      successive reclassifications, exchanges, substitutions, or other events and
      successive dividends.

     

    5.3 Consolidation,
      Merger, Sale and the Like.
      In case
      of any (i) merger or consolidation of the Company into or with another
      corporation where the Company is not the surviving corporation (but including
      a
      merger for the purpose of reincorporating in a new domicile) (ii) sale, transfer
      or lease (but not including a transfer or lease by pledge or mortgage to a
      bona
      fide lender) of all or substantially all of the assets of the Company or (iii)
      sale by the Company’s stockholders of 50% or more of the Company’s outstanding
      securities in one or more related transactions, the Company, or such successor
      or purchasing corporation, as the case may be, shall duly execute and deliver
      to
      the Holder hereof a new warrant so that the Holder shall have the right to
      receive upon exercise or conversion of the unexercised or unconverted portion
      of
      this Warrant, at a total purchase price not to exceed that payable upon the
      exercise or conversion of the unexercised or unconverted portion of this
      Warrant, and in lieu of shares of Common Stock theretofore issuable upon
      exercise or conversion of this Warrant, the kind and amount of shares of stock,
      or other securities, money and other property in lieu of such shares of stock,
      receivable upon or as a result of such reorganization, merger, or sale by a
      holder of the number of shares of Common Stock for which this Warrant is
      exercisable or convertible immediately prior to such event. Such new warrant
      shall provide for adjustments that shall be as nearly equivalent as may be
      practicable to the adjustments provided for in this Section 5. The provisions
      of
      this Section 5.3 shall similarly apply to successive reorganizations, mergers,
      and sales.

     

    5.4 In
      each
      case of an adjustment or readjustment of the Exercise Price pursuant to this
      Section 5, the Company, at its expense, shall compute such adjustment or
      readjustment in accordance with the provisions hereof and prepare a certificate
      showing such adjustment or readjustment, and shall mail such certificate, by
      first class mail, postage prepaid, to the Holder at the Holder’s address as
      shown in the Company’s books. The certificate shall set forth such adjustment or
      readjustment, showing in reasonable detail the facts upon which such adjustment
      or readjustment is based, including a statement of, if applicable, the type
      and
      amount, if any, of other property which at the time would be received upon
      exercise of this Warrant.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    6. 
      FRACTIONAL
      SHARES.
      No
      fractional shares shall be issued upon the exercise of this Warrant as a
      consequence of any adjustment pursuant hereto. All Exercise Shares (including
      fractions) issuable upon exercise of this Warrant may be aggregated for purposes
      of determining whether the exercise would result in the issuance of any
      fractional share. No payments shall be made by the Company in respect of any
      fractional shares otherwise issuable pursuant to this Warrant.

     

    7. 
      NO
      STOCKHOLDER RIGHTS.
      This
      Warrant in and of itself shall not entitle the Holder to any voting rights
      or
      other rights as a stockholder of the Company.

     

    8. 
      TRANSFER
      OF WARRANT.
      Subject
      to applicable laws, the restriction on transfer set forth on the first page
      of
      this Warrant and in Section 4.4 and the terms of any applicable stockholders,
      investor rights, or similar agreements, this Warrant and all rights hereunder
      are transferable, by the Holder in person or by duly authorized attorney, upon
      delivery of this Warrant and the form of assignment attached hereto to any
      transferee designated by Holder, provided that the transferee shall have signed
      an investment letter in form and substance satisfactory to the Company and
      agreed to be bound by the provisions of this Warrant. Notwithstanding anything
      to the contrary, no partial transfer of this Warrant shall be
      permitted.

     

    9. 
      LOST,
      STOLEN, MUTILATED OR DESTROYED WARRANT.
      If this
      Warrant is lost, stolen, mutilated, or destroyed, the Company may, on such
      terms
      as to indemnity or otherwise as it may reasonably impose (which shall, in the
      case of a mutilated Warrant, include the surrender thereof), issue a new Warrant
      of like denomination and tenor as the Warrant so lost, stolen, mutilated, or
      destroyed. Any such new Warrant shall constitute an original contractual
      obligation of the Company, whether or not the allegedly lost, stolen, mutilated,
      or destroyed Warrant shall be at any time enforceable by anyone.

     

    10. 
      NOTICES,
      ETC.
      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 Company, to Purple Beverage
      Company, Inc., Attention: Chief Financial Officer, 450 E. Las Olas Blvd., Suite
      830, Ft. Lauderdale, Florida 33301, and (b) if to the Holder, to such address
      as
      originally furnished to the Company by the Holder, 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.

     

    11. 
      AMENDMENT.
      This
      Warrant may be amended or otherwise modified only by a writing signed by the
      Company and the Holder.

     

    12. 
      ACCEPTANCE.
      Receipt
      of this Warrant by the Holder shall constitute acceptance of and agreement
      to
      all of the terms and conditions contained herein.

     

    13. 
      GOVERNING
      LAW; FORUM.
      This
      Warrant and all rights, obligations, and liabilities hereunder shall be governed
      by the internal laws of the State of Florida and
      any
      actions related hereto shall be brought in a court of competent jurisdiction
      located in the County of Broward, State of Florida.

     

    [NEXT
      PAGE IS SIGNATURE PAGE]


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
      duly
      authorized officer as of the date first written above.

     

    
      	
              PURPLE BEVERAGE COMPANY, INC.

            
	
              a Nevada corporation

            
	 	 
	
              By:

            	
              /s/
                Michael W. Wallace

            
	 	 
	
              Name:

            	
              Michael
                W. Wallace

            
	 	 
	
              Title:

            	
              EVP
                and CFO

            


    

     

    ATTEST:

    


    
      	
              /s/
                Sharon Moore

            


    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    NOTICE
      OF EXERCISE

     

    TO:
      PURPLE BEVERAGE COMPANY, INC.

     

    1. The
      undersigned hereby elects to purchase ________ shares of the Common Stock of
      Purple Beverage Company, Inc. (the “Company”)
      pursuant to the terms of the attached Warrant, and tenders herewith payment
      of
      the exercise price in full pursuant to the terms of Section 2.1 of the attached
      Warrant, together with all applicable transfer taxes, if any.

     

    2. Please
      issue a certificate or certificates representing said shares of Common Stock
      in
      the name of the undersigned or in such other name as is specified
      below:

     

    
      	 
	
              (Name)

            
	 
	 
	 
	
              (Address)

            

 

    3. The
      undersigned represents that (i) the aforesaid shares of Common Stock are being
      acquired for the account of the undersigned for investment purposes only and
      not
      with a view to, or for resale in connection with, the distribution thereof
      and
      that the undersigned has no present intention of distributing or reselling
      such
      shares; (ii) the undersigned is aware of the Company’s business affairs and
      financial condition and has acquired sufficient information about the Company
      to
      reach an informed and knowledgeable decision regarding its investment in the
      Company; (iii) the undersigned is experienced in making investments of this
      type
      and has such knowledge and background in financial and business matters that
      the
      undersigned is capable of evaluating the merits and risks of this investment
      and
      protecting the undersigned’s own interests; (iv) the undersigned is an
“accredited
      investor”
as
      defined in Rule 501 under the Securities Act of 1933, as amended (the
“Securities
      Act”);
      (v)
      the undersigned understands that the shares of Common Stock issuable upon
      exercise of this Warrant have not been registered under the Securities Act
      by
      reason of a specific exemption from the registration provisions of the
      Securities Act, which exemption depends upon, among other things, the bona
      fide
      nature of the investment intent as expressed herein, and, because such
      securities have not been registered under the Securities Act, they must be
      held
      indefinitely unless subsequently registered under the Securities Act or an
      exemption from such registration is available; (vi) the undersigned is aware
      that the aforesaid shares of Common Stock may not be sold pursuant to Rule
      144
      adopted under the Securities Act unless certain conditions are met and until
      the
      undersigned has held the shares for the number of years prescribed by Rule
      144;
      and (vii) the undersigned agrees not to make any disposition of all or any
      part
      of the aforesaid shares of Common Stock unless and until there is then in effect
      a registration statement under the Securities Act covering such proposed
      disposition and such disposition is made in accordance with said registration
      statement, or the undersigned has provided the Company with an opinion of
      counsel satisfactory to the Company, stating that such registration is not
      required.

     

    
      	 	 	 
	
              (Date)

            	 	
              (Signature)

            
	 	 	 
	 	 	 
	 	 	
              (Print
                name)

            


    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    ASSIGNMENT
      FORM

     

    (To
      assign the foregoing Warrant, execute this form and supply the required
      information. Do not use this form to purchase shares.)

     

    FOR
      VALUE RECEIVED,
      the
      foregoing Warrant and all rights evidenced thereby are hereby assigned
      to

     

    
      	
              Name:

            	 
	 	 
	
              Address:

            	 
	
              (Please Print)

            	 
	 	 
	
              Dated:
                

            	
              ____________________________________,
                20__

            
	 	 
	
              Holder’s

            	 
	
              Signature:

            	 
	 	 
	
              Holder’s

            	 
	
              Address:

            	 


    

     

    NOTE:
      The
      signature to this Assignment Form must correspond with the name as it appears
      on
      the face of the Warrant, without alteration or enlargement or any change
      whatsoever. Officers of corporations and those acting in a fiduciary or other
      representative capacity should file proper evidence of authority to assign
      the
      foregoing Warrant.


    
      
        
        

      

      
        9