FORM
      OF FINAL LETTER AMENDMENT 

    


    I
      am
      writing to express my sincere appreciation for your continued support of Purple
      Beverage and a brief update of our business. As part of this update I am also
      expressing a desire to further restructure your investment in order to permit
      us
      to pursue additional financing. The past several months have been a challenging
      time for Purple. With 4,000 stores carrying Purple we are rapidly building
      brand
      identity and a loyal following. We also continue to receive strong interest
      from
      new distributors who could open vast new markets. However, during these
      challenging economic times we have found ourselves shut out from the capital
      markets. We have been unable to secure the capital needed for growth from
      traditional sources. In order to maintain our operations even at present levels
      we have received capital in the form of short term bridge loans. Recently,
      we
      restructured our registered December 2007 warrants reducing the exercise price
      to $0.40 from $2.00 and issuing restricted common stock in exchange for warrants
      at no cost to you as part of a package associated with approximately $1,000,000
      of bridge loans over the past several months and streamlined operations to
      conserve cash.

    


    We
      have
      been offered an opportunity to receive additional bridge loans and are offering
      an opportunity to our existing investors to participate. We believe that with
      additional funds to sustain operations through year-end, we may be able to
      secure a placement agent for a larger offering, although there is no assurance
      this will occur. With approval of certain revisions to our December 2007
      Subscription Agreement, as amended, and related documents to provide us needed
      flexibility, we will release investors from all lockups that presently restrict
      sales. Unfortunately, certain restrictive terms of our December 2007
      Subscription Agreements has impeded our ability to raise capital. 

    


    Under
      the
      arrangements being discussed, you will be free from any further contractual
      lockup restrictions to sell your shares. The sale of your shares will still
      be
      subject to federal and state securities laws. The
      company intends to register all original shares issued pursuant to the December
      2007 Subscription Agreement in a registration statement on Form S-1 and will
      file the registration statement promptly upon receipt of this
      consent.
      Your
      consent will also permit us to restructure various bridge loans for lenders
      who
      assisted us and continue to assist us with new funding, in which you are also
      invited to participate, as follows:

    


    
      	 	
              ·

            	
              All
                new lenders who make new funds available will be issued unsecured
                convertible notes with a term of one-year convertible at the option
                of the
                holder upon prior written notice to the company at any time after
                the
                issuance date at a conversion price of $0.05 per
                share;

            


    

    
      	 	
              ·

            	
              Existing
                bridge lenders who provide any new funds will receive one-year convertible
                notes, on the same terms and conditions referenced above, evidencing
                the
                new amount funded and the outstanding principal amount of their existing
                notes and their existing notes on the issuance date will be canceled;
                and

            


    

    
      	 	
              ·

            	
              We
                will adjust the effective purchase price of all of our December 2007
                and
                later investors to $0.10 per share by issuing new shares and adjusting
                the
                exercise price of our warrants provided our December 2007 subscribers
                consent to the actions described below, which shall also constitute
                Exempted Issuances and amendments under the December 2007 Subscription
                Agreements:

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              1.

            	
              There
                shall be no further restrictions on filing any registration statement
                by
                the company and Section 9(p) of the December 2007 Subscription Agreement
                will be deemed to be intentionally
                deleted;

            


    

    
      	 	
              2.

            	
              All
                contractual lockups on sales of our shares will be removed;
                

            


    

    
      	 	
              3.

            	
              All
                most favored nations and price protection features applicable to
                shares
                and warrants (including, without limitation, those set forth in Section
                12
                of the December 2007 Subscription Agreement) will be waived in connection
                with the issuance of the convertible promissory notes;
                and

            


    

    
      	 	
              4.

            	
              The
                undersigned holder (in each of the holder’s capacity
                as subscriber and as a holder of 2007 Warrants for the purposes
                of such consent inasmuch as the separate consent is required for
                each of
                such purposes) hereby consents to the assignment of  2007
                Warrants, the 2007 underlying shares of common stock of which have
                been
                registered for resale with the Securities and Exchange Commission,
                and all other transactions, amendments, modifications and waivers
                to
                the Subscription Agreement and 2007 Warrants as contemplated herein,
                provided the exercise price of such 2007 Warrants shall be the price
                determined by negotiation by the Company and any holder or assignee
                thereof. All provisions of the Amendment No. 2 to the Subscription
                Agreement and 2007 Warrant (the “Prior
                Consent”)
                or the assignment which made reference to a specific exercise price
                for
                2007 Warrants is hereby amended for the purpose of deleting any such
                reference and the approvals therein shall not require a specific
                exercise
                price of 2007 Warrants following the Effective Date (as defined in
                the
                Prior Consent). 

            


    

    


    If
      you
      are agreeable to the foregoing please indicate by signing in the space provided
      below. If you would like to participate in the new $0.05 unsecured convertible
      notes please contact me to obtain a subscription agreement on or before
      Wednesday , October 7, 2008.       

    


    


    Ted
      Farnsworth

    


    


    _________________________

    Name:

    Date:
      ____________________