NONQUALIFIED
      STOCK OPTION AWARD AGREEMENT

     

    Issued
      Pursuant to the

    Purple
      Beverage Company, Inc. 2007 Incentive Plan

     

    THIS
      OPTION AWARD AGREEMENT (“Agreement”), effective ______,
      (the
“Date of Grant”) represents the grant of an incentive stock option (“Option”) by
      Purple Beverage Company, Inc. (the “Company”), to ___________________ (the
“Participant”) pursuant to the provisions of the Purple Beverage Company, Inc.
      2007 Incentive Plan adopted ______ __, 2007 and approved by shareholders ____
      __, 2007 (the “Plan”), as may be amended from time to time. The Option granted
      hereby is not intended to be an “ISO”, as such term is defined in the Plan,
      within the meaning of Section 422 of the Code. 

     

    The
      Plan
      provides a complete description of the terms and conditions governing this
      Option. If there is any inconsistency between the terms of this Agreement and
      the terms of the Plan, the Plan’s terms shall completely supersede and replace
      the conflicting terms of this Agreement. All capitalized terms shall have the
      meanings ascribed to them in the Plan, unless specifically set forth otherwise
      herein, and the receipt of a copy of which the Participant hereby acknowledges
      by his or her signature below. The parties hereto agree as follows:

     

    1. General
      Option Grant Information.
      The
      individual named above has been selected to be a Participant in the Plan and
      receive an incentive option grant, as of the Date of Grant, as specified
      below:

     

    (a) Number
      of Shares Covered by this Option:
      ____________

     

    (b) Option
      Price per share:
      $0.50

     

    (c) Date
      of Expiration:
      ______,
      2012

     

    2. Grant
      of Option.
      The
      Company hereby grants to the Participant an Option to purchase the number of
      Shares set forth above, at the stated Option Price per share, which is 100%
      of
      the Fair Market Value of a Share on the Date of Grant, in the manner and subject
      to the terms and conditions of the Plan and this Agreement. The Committee has
      determined that the Fair Market Value of a Share on the date of grant is equal
      to $0.50.

     

    3. Option
      Term.
      The term
      of this Option begins as of the Date of Grant as detailed above and continues
      through the Date of Expiration as detailed above, unless sooner terminated
      in
      accordance with the terms of this Agreement.

     

    4. Vesting
      Period:
      If the
      Participant has been continuously employed by the Company or its Subsidiaries
      or
      Affiliates, with respect to each incremental vesting period, this Option shall
      vest and be exercisable, as to one-third of the total Shares covered by the
      Option, each year over a three year period, with the first one-third of the
      total Option vesting on the first anniversary of the Date of Grant, the second
      one-third of the total Option vesting on the second anniversary of the Date
      of
      Grant, and the third one-third of the total Option vesting on the third
      anniversary of the Date of Grant. 

     

    
      
         

      

      
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    Notwithstanding
      anything to the contrary set forth herein, in the event of the occurrence of
      a
      change in control of the Company (a “Change in Control”), the Option shall
      immediately vest. For purposes of this Agreement, a “Change in Control” shall be
      deemed to occur if: (i) there shall have occurred a change in control of the
      Company of a nature that would be required to be reported in response to Item
      6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange
      Act of 1934, as amended, as in effect on the date hereof, whether or not the
      Company is then subject to such reporting requirement, provided,
      however,
      that
      the foregoing event shall not be deemed to be a Change in Control if immediately
      prior to such transaction the Participant or an entity of which the Participant
      is an executive officer, director or more than five percent equity holder is,
      directly or indirectly, one of the new controlling parties; or (ii) the Company
      has merged or consolidated with, or sold substantially all of its assets to,
      another company, provided,
      however,
      that
      the foregoing event shall not be deemed to be a Change in Control if immediately
      prior to such transaction the Participant is an executive officer, director
      or
      more than five percent equity holder of the other party to the transaction
      or of
      any entity directly or indirectly controlling that party to the transaction.
      Provided, further, that if in the event of a Change in Control, the successor
      company assumes or substitutes options for its shares for this Option then
      the
      vesting of this Option shall not be accelerated. 

     

    Notwithstanding
      the foregoing, in the event of a termination of the Participant’s employment or
      directorship in such successor company within twenty-four (24) months following
      such Change in Control, the Option granted hereunder or the substitute option
      held by such Participant at the time of the Change in Control shall vest as
      of
      the day preceding the date of termination.

     

    Notwithstanding
      anything to the contrary set forth herein, in the event of the termination
      of
      the Participant’s employment for Cause, the Option and all rights granted
      hereunder shall be forfeited and deemed canceled and no longer exercisable
      on
      the day of such termination of employment. For the purposes of their Agreement,
      “Cause” shall be defined as: (a) a material breach by Participant of any term of
      this Agreement; (b) an intentional refusal or failure to follow the lawful
      and
      reasonable instructions of the Board of Directors or an individual to whom
      the
      Board of Directors instructed the Participant to report (as appropriate); (c)
      a
      willful or habitual neglect of duties; (d) misconduct on the part of Participant
      that is materially injurious to the Company, including, without limitation,
      misappropriation of trade secrets, fraud or embezzlement; or (e) Participant’s
      conviction for fraud, theft or a felony involving moral turpitude. In the case
      of clauses (a) through (c), Participant fails to cure such breach within thirty
      (30) days of Participant’s receipt of written notice from the Company;
provided,
      however,
      that
      such cure period shall not be applicable if, in the case of clause (a), the
      Board of Directors, in its sole discretion, has determined that such breach
      is
      not capable of being fully cured; provided,
      further,
      that,
      upon the second occurrence of a breach of under clauses (a) through (c), no
      such
      cure period need be extended to Participant. A determination of Cause shall
      be
      made by the Board of Directors of the Company.

     

    5. Exercise:
      This
      Option shall not be transferable by the Participant other than by will or the
      laws of descent and distribution. The Participant, or the Participant’s
      representative upon the Participant’s death or disability, may exercise this
      Option at any time prior to the termination of the Option, subject to and as
      provided in Sections 3 and 8. 

     

    6. How
      to Exercise:
      Once
      vested, the Options hereby granted shall be exercised by written notice to
      the
      Company, specifying the number of Shares subject to this Option Participant
      desires to exercise. The Option Price of the Options shall be payable to the
      Company in full either: (a) in cash or its equivalent; or (b) any other
      method approved or accepted by the Committee in its sole discretion, including,
      without limitation, if the Committee so determines, a cashless (broker-assisted)
      exercise. In no event may the Option be exercised for a fraction of a
      share.

     

    
      
         

      

      
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    Unless
      otherwise determined by the Committee, all cash payments under all of the
      methods indicated above shall be paid in United States dollars.

     

    7. Nontransferability.
      This
      Option may not be sold, transferred, pledged, assigned, or otherwise alienated
      or hypothecated, other than by will or by the laws of descent and distribution,
      and may be exercised or surrendered during Participant’s lifetime only by the
      Participant or his or her guardian or legal representative. No assignment or
      transfer of the Option in violation of this Section 7, whether voluntary or
      involuntary, by operation of law or otherwise, except by will or the laws of
      descent and distribution or as otherwise required by applicable law, shall
      vest
      in the assignee or transferee any interest whatsoever. Notwithstanding the
      foregoing, upon the request of the Participant, the Committee may, in its sole
      discretion, permit the Participant to transfer this Option under such terms
      and
      conditions as the Committee may determine. In the event of any such transfer,
      the Option shall still be subject to the provisions of Section 7 hereof and
      Section 6.8 of the Plan concerning the exercisability during the Participant’s
      employment.

     

    8. Termination
      of Option:
       

     

    (a)
      In
      General.
      If the
      Participant ceases to perform services of any kind for the Company or any of
      its
      Subsidiaries or Affiliates for any reason other than death or disability, the
      vested portion of this Option shall remain exercisable; provided,
      however,
      that,
      in the event of termination for Cause, this Option shall terminate and be of
      no
      force or effect; provided,
      further,
      that in
      no instance may the term of the Option, as so extended, exceed the date of
      expiration set forth in Section 1(d), above. 

     

    (b)
      Death.
      In the
      event the Participant dies while employed by the Company or any of its
      Subsidiaries or Affiliates, the Option to the extent not previously expired
      or
      exercised shall, to the extent vested and exercisable on the date of death,
      be
      exercisable by the estate of such Participant or by any person who acquired
      such
      Option by bequest or inheritance at any time, unless earlier terminated pursuant
      to its terms, provided,
      however,
      that in
      no instance may the term of the Option, as so extended, exceed the date of
      expiration set forth in Section 1(d) above.

     

    (c)
      Disability.
      In the
      event the Participant ceases to perform services of any kind for the Company
      or
      any of its Subsidiaries or Affiliates due to permanent and total disability,
      the
      Participant, or his guardian or legal representative, shall have the unqualified
      right to exercise the vested portion of the Option, to the extent not previously
      exercised or expired, as of the first date of permanent and total disability
      (as
      determined in the sole discretion of the Committee), at any time within one
      year
      after the first date of permanent and total disability, unless earlier
      terminated pursuant to its terms, provided,
      however,
      that in
      no instance may the term of the Option, as so extended, exceed the date of
      expiration set forth in Section 1(d), above. For purposes of this Agreement,
      the
      term “permanent and total disability” means the Participant is unable to engage
      in any substantial gainful activity by reason of any medically determinable
      physical or mental impairment that can be expected to result in death or which
      has lasted or can be expected to last for a continuous period of not less than
      12 months, and the permanence and degree of which shall be supported by medical
      evidence satisfactory to the Committee. Notwithstanding anything to the contrary
      set forth herein, the Committee shall determine, in its sole and absolute
      discretion, (1) whether a Participant has ceased to perform services of any
      kind
      due to a permanent and total disability and, if so, (2) the first date of such
      permanent and total disability. 

     

    
      
         

      

      
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    9. Sale
      Restriction.

     

    (a) The
      Shares covered by the Option shall be subject to the restrictions contained
      in
      this Section 9 that shall commence on the date hereof and terminate two years
      hereafter (the “Restriction Period”).

    


    (b) The
      following legend shall be contained on the Participant’s certificate
      representing the Shares: 

    


    THE
      SHARES OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
      RESTRICTIONS PURSUANT TO A NONQUALIFIED STOCK OPTION AGREEMENT THAT MAY BE
      EXAMINED AT THE PRINCIPAL PLACE OF BUSINESS OF THE COMPANY OR MAY BE FURNISHED
      WITHOUT CHARGE TO THE HOLDER OF THIS CERTIFICATE UPON RECEIPT BY THE COMPANY
      AT
      ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE OF A WRITTEN REQUEST FROM
      THE STOCKHOLDER.

     

    (c) The
      Participant hereby agrees that during the Restriction Period and without the
      prior written consent of the Company, which may be withheld, delayed, or denied
      for any reason or for no reason, the Participant will not sell, transfer or
      otherwise dispose of any shares of common stock or any options, warrants or
      other rights to purchase shares of common stock or any other security of the
      Company that the Participant owns or has a right to acquire as of the date
      hereof or during the Restriction Period, other than in connection with an offer
      made to all stockholders of the Company in connection with merger, consolidation
      or similar transaction involving the Company. The Participant further agrees
      that the Company is authorized to and the Company agrees to place “stop orders”
on its books to prevent any transfer of shares of common stock or other
      securities of the Company held by the Participant in violation of this
      Agreement. In connection with the agreement of the Participant, the Company
      hereby agrees to use commercially reasonable efforts not to allow any
      transaction inconsistent with this Section 9; provided,
      however,
      that
      upon the prior written consent of the Company, which may be withheld, delayed,
      or denied for any reason or for no reason, during each calendar month of the
      last year of the Restriction Period, the Participant may sell,
      pledge,
      hypothecate, or otherwise derive economic value from an amount of Shares
      equivalent to not more than five percent of the number of Shares subject to
      the
      restrictions set forth in this Section 9. In the event the Participant does
      not
      sell five percent of the Shares in any of such months (assuming permission
      has
      been so granted), such unsold Shares may be sold in any future month without
      reducing such future month’s five percent allowance (assuming permission has
      been so granted). Upon the expiration of the Restriction Period, the Participant
      will no longer be subject to any potential contractual restrictions in favor
      on
      the disposition of any of the Shares.
      

    


    (d) The
      Participant and the Company agree that any subsequent issuance to and/or
      acquisition by the Participant of common stock of the Company, or its corporate
      successor (the “Convertible Securities”) during the Restriction Period will be
      subject to the provisions of this Section 9.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    (e) Notwithstanding
      the foregoing potential restrictions set forth in this Section 9, the
      Participant may, at any time and from time to time during the Restriction
      Period, transfer all or a portion of the shares of common stock or Convertible
      Securities (i) as bona fide gifts or transfers by will or intestacy and
      (ii) to any trust for the direct or indirect benefit of the Participant or
      the immediate family of the Participant, provided,
      however,
      that
      any such transfer shall not involve a disposition for value; provided,
      further,
      that,
      in the case of any gift or transfer described in clauses (i) and (ii), each
      donee or transferee agrees in writing to be bound by the terms and conditions
      contained herein in the same manner as such terms and conditions apply to the
      Participant.

    


    10. Administration.
      This
      Agreement and the rights of the Participant hereunder are subject to all the
      terms and conditions of the Plan, as the same may be amended from time to time,
      as well as to such rules and regulations as the Committee may adopt for
      administration of the Plan. It is expressly understood that the Committee is
      authorized to administer, construe, and make all determinations necessary or
      appropriate to the administration of the Plan and this Agreement, all of which
      shall be binding upon the Participant. Any inconsistency between the Agreement
      and the Plan shall be resolved in favor of the Plan.

     

    11. Reservation
      of Shares.
      The
      Company hereby agrees that at all times there shall be reserved for issuance
      and/or delivery upon exercise of the Option such number of Shares as shall
      be
      required for issuance or delivery upon exercise hereof. 

     

    12. Adjustments.
      The
      number of Shares subject to this Option, and the exercise price, shall be
      subject to adjustment in accordance with Section 4.4 of the Plan. 

     

    13. Exclusion
      from Pension Computations.
      By
      acceptance of the grant of this Option, the Participant hereby agrees that
      any
      income or gain realized upon the receipt or exercise hereof, or upon the
      disposition of the Shares received upon its exercise, is special incentive
      compensation and shall not be taken into account, to the extent permissible
      under applicable law, as “wages”, “salary” or “compensation” in determining the
      amount of any payment under any pension, retirement, incentive, profit sharing,
      bonus or deferred compensation plan of the Company or any of its Subsidiaries
      or
      Affiliates. 

     

    14. Amendment.
      The
      Committee may, with the consent of the Participant, at any time or from time
      to
      time amend the terms and conditions of the Option, and may at any time or from
      time to time amend the terms of this Option in accordance with the Plan.


     

    15. Notices.
      Any
      notice which either party hereto may be required or permitted to give to the
      other shall be in writing, and may be delivered personally or by mail, postage
      prepaid, or overnight courier, addressed as follows: if to the Company, at
      its
      office at 450 E. Las Olas Boulevard, Suite 830, Ft. Lauderdale, Florida 33301,
      Attention: Theodore Farnsworth, or at such other address as the Company by
      notice to the Participant may designate in writing from time to time; and if
      to
      the Participant, at the address shown below his or her signature on this
      Agreement, or at such other address as the Participant by notice to the Company
      may designate in writing from time to time. Notices shall be effective upon
      receipt. 

     

    
      
         

      

      
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    16. Withholding
      Taxes. 

     

    (a)
      The
      Company shall have the right to withhold from a Participant, or otherwise
      require such Participant or assignee to pay, any Withholding Taxes arising
      as a
      result of (i) exercise of the Option, or any other taxable event occurring
      pursuant to the Plan or this Agreement, or (ii) a Disqualifying Disposition
      (as
      defined below) of Shares. If the Participant shall fail to make such tax
      payments as are required, the Company (or its Affiliates or Subsidiaries) shall,
      to the extent permitted by law, have the right to deduct any such Withholding
      Taxes from any payment of any kind otherwise due to such Participant or to
      take
      such other action as may be necessary to satisfy such Withholding Taxes. In
      satisfaction of the requirement to pay Withholding Taxes, the Participant may
      make a written election which may be accepted or rejected in the discretion
      of
      the Committee (i) to have withheld a portion of any Shares or other payments
      then issuable to the Participant pursuant to any Award, or (ii) to tender other
      Shares to the Company (either by actual delivery or attestation, in the sole
      discretion of the Committee, provided that,
      except
      as otherwise determined by the Committee, the Shares that are tendered must
      have
      been held by the Participant for at least six (6) months prior to their tender
      to satisfy the Option Price or have been purchased on the open market), in
      either case having an aggregate Fair Market Value equal to the Withholding
      Taxes. 

     

    17. Registration;
      Legend.
      The
      Company may postpone the issuance and delivery of Shares upon any exercise
      of
      this Option until (a) the admission of such Shares to listing on any stock
      exchange or exchanges on which Shares of the Company of the same class are
      then
      listed and (b) the completion of such registration or other qualification of
      such Shares under any state or federal law, rule or regulation as the Company
      shall determine to be necessary or advisable. The Participant shall make such
      representations and furnish such information as may, in the opinion of counsel
      for the Company, be appropriate to permit the Company, in light of the then
      existence or non-existence with respect to such Shares of an effective
      Registration Statement under the Securities Act of 1933, as amended, to issue
      the Shares in compliance with the provisions of that or any comparable
      act.

     

    The
      Company may cause the following or a similar legend to be set forth on each
      certificate representing Shares or any other security issued or issuable upon
      exercise of this Option unless counsel for the Company is of the opinion as
      to
      any such certificate that such legend is unnecessary:

     

    NEITHER
      THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES
      HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
      SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
      ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
      TO
      SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE ACCEPTABLE TO THE COMPANY.


     

    
      
         

      

      
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    18. Miscellaneous.

     

    (a) This
      Agreement shall not confer upon the Participant any right to continuation of
      employment by the Company or any of its Subsidiaries or Affiliates, nor shall
      this Agreement interfere in any way with the Company’s or any of its
      Subsidiaries’ or Affiliates’ right to terminate, retire or request the
      termination of the Participant at any time.

     

    (b) The
      Participant shall have no rights as a stockholder of the Company with respect
      to
      the Shares subject to this Option Agreement until such time as the purchase
      price has been paid, and the Shares have been issued and delivered to the
      Participant.

     

    (c) With
      the
      approval of the Board, and if necessary, the shareholders, the Committee may
      terminate, amend, or modify the Plan; provided, however, that no such
      termination, amendment, or modification of the Plan may in any way adversely
      affect the Participant’s rights under this Agreement. 

     

    (d) This
      Agreement shall be subject to all applicable laws, rules, and regulations,
      and
      to such approvals by any governmental agencies or national securities exchanges
      as may be required. 

     

    (e) To
      the
      extent not preempted by federal law, this Agreement shall be governed by, and
      construed in accordance with the laws of the State of New York, without regard
      to the principles of conflicts of law which might otherwise apply.

     

    (f) All
      obligations of the Company under the Plan and this Agreement, with respect
      to
      the Option, shall be binding on any successor to the Company, whether the
      existence of such successor is the result of a direct or indirect purchase,
      merger, consolidation, or otherwise, of all or substantially all of the business
      and/or assets of the Company.

     

    (g) The
      provisions of this Agreement are severable and if any one or more provisions
      are
      determined to be illegal or otherwise unenforceable, in whole or in part, the
      remaining provisions shall nevertheless be binding and enforceable.

     

    (h) By
      accepting this Award or other benefit under the Plan, the Participant and each
      person claiming under or through the Participant shall be conclusively deemed
      to
      have indicated their acceptance and ratification of, and consent to, any action
      taken under the Plan by the Company, the Board or the Committee.

     

    (i) The
      Participant, every person claiming under or through the Participant, and the
      Company hereby waives to the fullest extent permitted by applicable law any
      right to a trial by jury with respect to any litigation directly or indirectly
      arising out of, under, or in connection with the Plan or this Award Agreement
      issued pursuant to the Plan.

     

    
      
         

      

      
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    19. Exculpation.
      This
      Option and all documents, agreements, understandings and arrangements relating
      hereto have been executed by the undersigned in his/her capacity as an officer
      of the Company, and not individually, and neither the Directors, officers or
      shareholders of the Company nor of any Subsidiary or Affiliate of the Company
      shall be bound or have any personal liability hereunder. Each party hereto
      shall
      look solely to the assets of the Company for satisfaction of any liability
      of
      the Company in respect of the Option and all documents, agreements,
      understanding and arrangements relating hereto and will not seek recourse or
      commence any action against any of the Directors, officers or shareholders
      of
      the Company or of any Subsidiary or Affiliate of the Company, or any of their
      personal assets for the performance or payment of any obligation hereunder
      or
      thereunder. The foregoing shall also apply to any future documents, agreements,
      understandings, arrangements and transactions between the parties
      hereto.

     

    
      
         

      

      
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              COMPANY:

            	 	 	 
	 	 	 	 
	
              PURPLE
                BEVERAGE COMPANY, INC.

            	 	 	 
	 	 	 	 
	
            	 	 	
            
	
              

              Theodore
                Farnsworth, President

            	 	 	
            
	
            	 	 	
            



      	
              PARTICIPANT:

            	 	 	 
	
            	 	 	
            
	
              

            	 	 	
            
	 	 	 	 
	
              BY:
                

            	 	 	
            
	
              
                

              

              ____________,
                its ________________

            	 	 	 
	 	 	 	 
	
              Address:
                

            	 	 	 
	
              
                
 

            	 	 	 
	
              
                
 

            	 	 	 


    

     

    
      
         

      

      
        9