PURPLE
      BEVERAGE COMPANY, INC.

     

    SUBSCRIPTION
      AGREEMENT

     

    Purple
      Beverage Company, Inc.

    450
      E.
      Las Olas Blvd., Suite 830

    Ft.
      Lauderdale, Florida 33301

    Attn:
      Michael Wallace, CFO

     

    Dear
      Mr.
      Wallace:

     

    The
      undersigned, Ben Rabinowitz, hereby subscribes to purchase the securities (the
      “Securities”)
      of
      Purple Beverage Company, Inc., a Nevada corporation (the “Company”),
      consisting of a promissory note in the face amount of up to $3,000,000 (the
      “Note”),
      in
      the form attached hereto as Exhibit
      A;
      up to
      600,000 shares (the “Shares”)
      of the
      Company’s Common Stock (such number of Shares to be calculated on a pro rata
      basis determined by the face amount of the Note); a two-year warrant, in the
      form attached hereto as Exhibit
      B
      (the
“A
      Warrant”),
      to
      purchase up to 600,000 shares of the Company’s Common Stock (the number of
      shares of the Company’s Common Stock underlying the A Warrant to be calculated
      on a pro rata basis as determined by the face amount of the Note) at an exercise
      price of $2.00 per underlying share (the “Initial
      A Warrant Exercise Price”);
      and a
      two-year warrant, in the form attached hereto as Exhibit
      C
      (the
“B
      Warrant;”
      together with A Warrant, the “Warrants”),
      to
      purchase up to 600,000 shares of the Company’s Common Stock (the number of
      shares of the Company’s Common Stock underlying the B Warrant to be calculated
      on a pro rata basis as determined by the face amount of the Note) at an exercise
      price of $3.50 per underlying share (the “Initial
      B Warrant Exercise Price;”
      together with Initial A Warrant Exercise Price, the “Initial
      Warrant Exercises Prices”),
      in
      accordance with the following paragraphs. This subscription may be rejected
      in
      whole or in part by the Company, in its sole and absolute discretion for any
      cause or for no cause.

     

    The
      undersigned acknowledges that the minimum individual subscription for the
      purchase of the Securities is $250,000. If, between the date that the
      undersigned has completed the subscription procedures as set forth in this
      Subscription Agreement and the date on which such subscription is accepted
      by
      the Company pursuant to section 8, below, the Company subdivides or combines
      its
      issued and outstanding shares, the number of Shares set forth here and above,
      the number of shares represented by the Warrants, and the Initial Warrant
      Exercise Prices shall be proportionately adjusted. Any questions regarding
      this
      document or the investment described herein should be directed to Michael
      Wallace, Chief Financial Officer, Purple Beverage Company, Inc., 450
      E.
      Las Olas Blvd., Suite 830, Ft. Lauderdale, Florida 33301;
      telephone: (877)
      347-3836
      X 210;
      fax: (954) 462-8758;
      e-mail:
mwallace@drinkpurple.com.

     

    1. Purchase.
      Subject
      to the terms and conditions hereof, the undersigned hereby
      irrevocably agrees to purchase the Securities, consisting of (a) the Note with
      an initial face amount set forth on the Signature Page; (b) that number of
      Shares set forth on the Signature Page (such Shares valued at the 10-trading-day
      Volume Weighted Average Price, with the final such trading day being the trading
      day immediately preceding the execution of this Subscription Agreement by the
      undersigned, but in no event, valued at less than $2.00 per Share); (c) an
      A
      Warrant to purchase up to that number of shares of shares of the Company’s
      Common Stock set forth on the Signature Page; and (d) a B Warrant to purchase
      up
      to that number of shares of shares of the Company’s Common Stock set forth on
      the Signature Page, for an aggregate subscription price set forth on the
      Signature Page, and tenders such purchase price by means of a check (cashiers,
      certified, or personal), money order, or wire transfer made payable to:
“Bryan
      Cave LLP Client Trust Account, as Escrow Agent for Purple Beverage Company,
      Inc.”
The
      wire transfer instructions are:


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    California
      Bank & Trust

    3420
      Bristol Street

    Costa
      Mesa, CA 92626

    (714)754-2400

     

    Name:
      Bryan Cave LLP Client Trust Account

    Routing#:
      121002042

    Swift
      #:
      CALBUS 66

    Trust
      Account: #33-400021-41

    f/b/o
      Purple Beverage Company, Inc. / 0213855

     

    2. Representations
      and Warranties of the Purchaser.
      The
      undersigned hereby makes the following representations and warranties to the
      Company, and the undersigned agrees to indemnify, hold harmless, and pay all
      causes
      of
      action, lawsuits, debts, controversies, damages, claims, demands and judgments
      (including litigation expenses and reasonable attorneys' fees) incurred by
      the
      Company, and its
      past
      and present officers, directors, employees, agents, successors and
      assigns,
      whether
      or not under federal or state securities laws, arising out of or in connection
      with the undersigned’s misrepresentation or breach of any of the representations
      and warranties set forth herein, including, without limitation,

     

    
      	 	 	
              (a)

            	
              The
                undersigned is the sole and true party in interest and is not purchasing
                the Securities for the benefit of any other person and has
                not granted any other person any right or option or any participation
                or
                beneficial interest in any of the Securities;

            


    

     

    
      	 	 	
              (b)

            	
              The
                undersigned confirms receipt and careful review of all written material
                provided by, or on behalf of, the Company in respect of its business
                and
                prospects, and all information provided by the Company to its stockholders
                and the undersigned in respect of its business and prospects, including
                all attachments and exhibits thereto. The undersigned understands
                that all
                books, records, and documents of the Company relating to this investment
                have been and remain available for inspection by the undersigned
                upon
                reasonable notice. The undersigned confirms that all documents requested
                by the undersigned have been made available, and that the undersigned
                has
                been supplied with all of the additional information concerning this
                investment that has been requested. The undersigned confirms that
                he has
                obtained sufficient information, in his judgment or that of his
                independent purchaser representative, if any, to evaluate the merits
                and
                risks of this investment. The undersigned confirms that he has had
                the
                opportunity to obtain such independent legal and tax advice and financial
                planning services as the undersigned has deemed appropriate prior
                to
                making a decision to subscribe for the Securities. In making a decision
                to
                purchase the Securities, the undersigned has relied exclusively upon
                his
                experience and judgment, or that of his purchaser representative,
                if any,
                upon such independent investigations as he, or they, deemed appropriate,
                and upon information provided by the Company in writing or found
                in the
                books, records, or documents of the
                Company;

            


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    
      	 	 	
              (c)

            	
              In
                evaluating the suitability of this investment the undersigned has
                not
                relied upon any representations or other information (whether oral
                or
                written), other than that furnished to the undersigned by the Company
                or
                its representatives. The undersigned acknowledges and represents
                that no
                representations or warranties have been made to the undersigned by
                the
                Company or its directors, officers or any agents or representatives
                with
                respect to the business of the Company, the financial condition of
                the
                Company and/or the economic, tax or any other aspect or consequence
                of the
                purchase of the Securities and the undersigned has not relied upon
                any
                information concerning the Company, written or oral, other than supplied
                to the undersigned by the Company;

            


    

     

    
      	 	 	
              (d)

            	
              The
                undersigned has such knowledge and experience in financial and business
                matters that the undersigned is capable of an evaluation of the merits
                and
                risks of the undersigned’s investment in the
                Securities;

            


    

     

    
      	 	 	
              (e)

            	
              THE
                UNDERSIGNED IS AWARE THAT AN INVESTMENT IN THE COMPANY IS HIGHLY
                SPECULATIVE AND SUBJECT TO SUBSTANTIAL RISKS.
                The undersigned is capable of bearing the high degree of economic
                risk and
                burdens of this venture, including, but not limited to, the possibility
                of
                a complete loss, the lack of a sustained and orderly public market,
                and
                limited transferability of the Securities, which may make the liquidation
                of this investment impossible for the indefinite future. The
                undersigned has the financial ability to bear the economic risks
                of its
                investment, has adequate means of providing for its current needs
                and
                personal contingencies, and has no need for liquidity in this investment.
                The undersigned's commitment to investments that are not readily
                marketable is not disproportionate to its net worth, and this investment
                will not cause such overall commitment to become
                excessive;

            


    

     

    
      	 	 	
              (f)

            	
              The
                offer to sell the Securities was directly communicated to the undersigned
                by such a manner that the undersigned, or his purchaser representative,
                if
                any, was able to ask questions of and receive answers from the Company
                or
                a person acting on its behalf concerning the terms and conditions
                of this
                transaction. At no time, except in connection and concurrently with
                such
                communicated offer, was the undersigned presented with or solicited
                by or
                through any leaflet, public promotional meeting, television advertisement,
                or any other form of general
                advertising;

            


    

     

    
      	 	 	
              (g)

            	
              The
                Securities are being acquired solely for the undersigned’s own account for
                investment, and are not being purchased with a view towards resale,
                distribution, subdivision, or fractionalization
                thereof;

            


    

     

    
      	 	 	
              (h)

            	
              The
                undersigned understands that the Securities have not been registered
                under
                the Securities Act of 1933, as amended (the “Securities
                Act”),
                or any state securities laws, in reliance upon exemptions from regulation
                for non–public offerings. The undersigned understands that the Securities
                or any interest therein may not be, and agrees that the Securities
                or any
                interest therein will not be, resold or otherwise disposed of by
                the
                undersigned unless the Securities are subsequently registered under
                the
                Securities Act and under appropriate state securities laws or unless
                the
                Company receives an opinion of counsel satisfactory to it that an
                exemption from registration is
                available;

            


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    
      	
            	(i)	
              The
                undersigned has been informed of and understands the
                following:

            


    

     

    
      	 	 	 	
              (1)

            	
              There
                are substantial restrictions on the transferability of the
                Securities;

            


    

     

    
      	 	 	 	
              (2)

            	
              No
                federal or state agency has made any finding or determination as
                to the
                fairness for public investment, nor any recommendation nor endorsement,
                of
                the Securities;

            


    

     

    
      	 	 	
              (j)

            	
              None
                of the following information has ever been represented, guaranteed,
                or
                warranted to the undersigned, expressly or by implication by any
                broker,
                the Company, or agent or employee of the foregoing, or by any other
                person:

            


    

     

    
      	 	 	 	
              (1)

            	
              The
                approximate or exact length of time that the undersigned will be
                required
                to remain a holder of the
                Securities;

            


    

     

    
      	 	 	 	
              (2)

            	
              The
                amount of consideration, profit, or loss to be realized, if any,
                as a
                result of an investment in the
                Company;

            


    

     

    
      	 	 	 	
              (3)

            	
              That
                the past performance or experience of the Company; its officers,
                directors, associates, agents, affiliates, or employees; or any other
                person will in any way indicate or predict economic results in connection
                with the plan of operations of the Company or the return on the
                investment;

            


    

     

    
      	 	 	
              (k)

            	
              The
                undersigned has not distributed any information relating to this
                investment to anyone other than his purchaser representative, if
                any, and
                no other person except such personal representative and the undersigned
                has used this information;

            


    

     

    
      	 	 	
              (l)

            	
              The
                undersigned hereby agrees to indemnify the Company and to hold it
                harmless
                from and against any and all liability, damage, cost, or expense,
                including its attorneys’ fees and costs, incurred on account of or arising
                out of:

            


    

     

    
      	 	 	 	
              (1)

            	
              Any
                material inaccuracy in the declarations, representations, and warranties
                hereinabove set forth;

            


    

     

    
      	 	 	 	
              (2)

            	
              The
                disposition of the Securities or any part thereof by the undersigned,
                contrary to the foregoing declarations, representations, and
                warranties;

            


    

     

    
      	 	 	 	
              (3)

            	
              Any
                action, suit, or proceeding based
                upon:

            


    

     

    
      	 	 	 	 	
              (i)

            	
              the
                claim that said declarations, representations, or warranties were
                inaccurate or misleading or otherwise cause for obtaining damages
                or
                redress from the Company; or

            


    

     

    
      	 	 	 	 	
              (ii)

            	
              the
                disposition of the Securities or any part
                thereof.

            


    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    The
      foregoing representations, warranties, agreements, undertakings and
      acknowledgements are made by the undersigned with the intent that they be relied
      upon in determining the undersigned’s suitability as a purchaser of the
      Securities. In addition, the undersigned agrees to notify the Company
      immediately of any change in any representation, warranty or other
      information.

     

    3. Transferability.
      The
      undersigned agrees not to transfer or assign the obligations or duties contained
      in this Subscription Agreement or any of the undersigned’s interest herein
      except to a subsidiary or affiliate of the undersigned.

     

    4. Accredited
      Investor; Off-Shore Transaction; Not a U.S. Person.
      The
      undersigned is an “accredited
      investor,”
as
      that term is defined in Rule 501(c) of Regulation D promulgated under the
      Securities Act, or is not a “U.S.
      Person,”
as
      that term is defined in Rule 902(k) of Regulation S promulgated under the
      Securities Act. If the subscriber is not a U.S. Person, this Subscription and
      the transactions contemplated herein constitute an “off-shore
      transaction,”
as
      that term is defined in Rule 902(h) of Regulation S promulgated under the
      Securities Act.

     

    5. Acknowledgements,
      Understandings, and Agreements of the Purchaser.
      The
      undersigned acknowledges, understands, and agrees that:

     

    
      	 	 	
              (a)

            	
              The
                Company reserves the right to reject all or any part of this subscription
                in its sole and absolute discretion for any cause or for no
                cause;

            


    

     

    
      	 	 	
              (b)

            	
              The
                undersigned will be promptly notified by the Company whether this
                subscription has been accepted, either in whole or in part, and if
                not
                accepted in whole, agrees to accept the return of a proportionate
                part of
                the funds tendered to the Company as a refund or a return, and in
                either
                case without interest thereon or deduction
                therefrom;

            


    

     

    
      	 	 	
              (c)

            	
              The
                Securities shall be deemed issued and owned by the undersigned upon
                the
                Company’s receipt of the purchase price therefor and its acceptance
                thereof;

            


    

     

    
      	 	 	
              (d)

            	
              The
                Securities (and their component parts) have not been registered under
                the
                Securities Act or any other applicable securities laws, by reason
                of their
                issuance in a transaction that does not require registration thereunder
                (based in part on the accuracy of the representations and warranties
                of
                the undersigned contained herein), and that the Securities must be
                held
                indefinitely unless a subsequent disposition is registered as required
                or
                is exempt from such registration;

            


    

     

    
      	 	 	
              (e)

            	
              The
                Securities and Exchange Commission (the “SEC”)
                currently takes the position that coverage of short sales of shares
                of the
                Company’s Common Stock “against
                the box”
                prior to the effective date of a Registration Statement registering
                the
                re-sale of the Shares is a violation of Section 5 of the Securities
                Act,
                as set forth in Item 65, Section 5 under Section A of the Manual
                of
                Publicly Available Telephone Interpretations, dated July 1997, compiled
                by
                the Office of Chief Counsel, Division of Corporation Finance of the
                SEC;
                and

            


    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    
      	 	 	
              (f)

            	
              The
                undersigned shall not use any of the Shares to cover any short sales
                made
                prior to the effective date of such registration statement or the
                date on
                which the shares are subject to sale under Rule
                144.

            


    

     

    6. State
      Securities Laws.
      The
      offering and sale of the Securities is intended to be exempt from qualification
      under the securities laws of such states in which the securities are offered
      and
      sold.

     

    7. Regulation
      D and Regulation S.
      Notwithstanding anything herein to the contrary, every person or entity who,
      in
      addition to or in lieu of the undersigned, is deemed to be a “purchaser”
      pursuant to Regulation D or Regulation S promulgated under the Securities Act
      or
      any state law, does hereby make and join in making all of the covenants,
      representations, and warranties made by the undersigned.

     

    8. Acceptance.
      Execution and delivery of this Subscription Agreement shall constitute an
      irrevocable offer to purchase the Securities indicated, which offer may be
      accepted or rejected in whole or in part by the Company in its sole and absolute
      discretion for any cause or for no cause. Acceptance of this offer by the
      Company shall be indicated by its execution hereof.

     

    9. Binding
      Agreement.
      The
      undersigned agrees that the undersigned may not cancel, terminate, or revoke
      this Subscription Agreement or any agreement of the undersigned made hereunder,
      and that this Subscription Agreement shall survive the death or disability
      of
      the undersigned and shall be binding upon the heirs, successors, assigns,
      executors, administrators, guardians, conservators, or personal representatives
      of the undersigned.

     

    10. Choice
      of Law; Forum.
      Notwithstanding the place where this Subscription Agreement or any counterpart
      hereof may be executed by any of the parties hereto, the parties expressly
      agree
      that all the terms and provisions hereof shall be construed under the laws
      of
      the State of Florida and that any actions related hereto shall be brought in
      a
      court of competent jurisdiction located in the County of Broward, State of
      Florida.

     

    IN
      WITNESS WHEREOF, the undersigned has executed this Subscription Agreement on
      the
      date set forth on the signature page.

     

    The
      undersigned desires to take title in the Securities as an individual. The exact
      spelling of name(s) under which title to the Securities shall be taken, and
      the
      exact location for delivery of the Securities, is (please print):

     

    
      	
              Name(s)

            	 	
              Ben
                Rabinowitz

            
	
              (address)

            	 	
              402
                Lexington Ave. Suite 200

            
	 	 	
              Lakewood
                NJ 08701

            


    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    SUBSCRIPTION
      AGREEMENT

    


    SIGNATURE
      PAGE

    


    
      	
              Purchase
                Price subscribed: $250,000

            	 	
              Face Amount of Note:

            	 	
              $250,000

            
	 	 	 	 	 
	 	 	
              Number of Shares subscribed:

            	 	
              50,000

            
	 	 	 	 	 
	 	 	
              Number of A Warrants:

            	 	
              50,000

            
	 	 	 	 	 
	 	
                

            	
              Number of B Warrants:

            	
                

            	
              50,000

            


    

    


    
      	
              Ben
                Rabinowitz

            


    

    Name
      of
      Purchaser(s) (Please print or type)

    


    
      	
              /s/
                Ben Rabinowitz

            
	
              Signature

            
	 
	 
              
	
              Signature

            


    

    


    Social
      Security/Tax Identification Number: _________________________     

    


    
      	
              Mailing Address:

            	 	
              402
                Lexington Ave

            
	 	 	 
	 	 	
              Suite
                200

            
	 	 	 
	 	 	
              Lakewood,
                NJ 08101

            


    

    


    Executed
      at 402
      Lexington Ave,
      this
6th
      day
      of
      June, 2008.

    (location)

    


    SUBSCRIPTION
      ACCEPTED:

    


    PURPLE
      BEVERAGE COMPANY, INC.

    


    
      	
              By:

            	
              /s/
                Michael Wallace

            
	 	
              Michael
                Wallace, Chief Financial Officer

            


    

    


    DATE: June
      6,
      2008


    
      
        
        

      

      
        7