EMPLOYMENT
      AGREEMENT

     

    This
      EMPLOYMENT AGREEMENT (the “Agreement”), dated as of December 12, 2007, between
      Purple Beverage Company, Inc., a Nevada corporation having its principal office
      in Florida (the “Company”), and Theodore Farnsworth (the
“Employee”).

     

    WHEREAS,
      the Company purchased Venture Beverage Company, of which the Employee was the
      majority stockholder, sole director, and principal officer, pursuant to a
      reverse merger transaction;

     

    WHEREAS,
      the Company believes its success is dependent upon retaining the Employee’s
      services; and

     

    WHEREAS,
      the Company desires to employ Employee and Employee desires to be employed
      by
      the Company under the terms and conditions set forth herein.

     

    NOW
      THERFORE, in consideration of the mutual covenants contained herein and other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto agree as follows:

     

    1. Retention
      as Employee; Duties.
      The
      Company hereby employs Employee as its Chief Executive Officer (“CEO”) at its
      offices located at 450 East Las Olas Blvd., Suite 830, Fort Lauderdale, Florida.
      Employee will report directly to the Board of Directors of the Company (the
      “Board”). Employee is responsible for the management of the Company and all
      day-to-day operations of the Company. Employee hereby accepts such employment
      and agrees to devote his full business time, attention and energies to the
      performance of his duties hereunder. Notwithstanding the foregoing, Employee
      may: (a) make and supervise passive investments in other and different
      businesses, provided that the same
      (i)
      are not
      in competition with the Business (as defined in paragraph 4, below) of the
      Company and
      (ii)
      do not
      interfere with the performance of Employee’s duties hereunder; provided,
      however,
      that,
      notwithstanding the foregoing, Employee may own, directly or indirectly, solely
      as an investment, securities of any entity that are traded on any national
      securities exchange or the stock market, or are quoted in the Over-the-Counter
      market, if Employee (A) is not a controlling person of, or a member of a
      group which controls, such entity and (B) does not, directly or indirectly,
      own 5% or more of any class of securities of such entity; and (b) participate
      in
      educational, charitable or civic activities that do not interfere with the
      performance of Employee’s duties hereunder.

     

    2. Compensation.
      For all
      services rendered hereunder by Employee, the Company shall pay Employee the
      amounts as set forth below:

     

    (a) During
      the Initial Term and any Renewal Term, the Company shall pay to Employee a
      salary (the “Base Salary”) at a rate of $225,000 per annum, payable in equal
      semimonthly installments in accordance with the Company’s regular payroll
      practices. 

     

    (b) Employee
      shall be entitled to receive a monthly performance bonus (“Bonus”), during the
      Initial Term and any Renewal Term (each, a “Bonus Month”). The amount of such
      performance bonus shall be equivalent to six percent (6%) of the net invoice
      price for all sales, at wholesale or retail, of the Company’s anti-oxidant
      bottled beverages during such Bonus Month. The “net invoice price” shall be
      computed by deducting from the gross sales price all taxes, freight, insurance
      charges, credits (arising from returns or other adjustments), discounts, rebates
      or allowances of any kind, except prompt payment discounts. A Bonus shall be
      payable only in respect of funds received by the Company on a cash, rather
      than
      accrual, basis. Such Bonus shall be payable on the 15th
      day of
      the month following the respective Bonus Month. 

     

    
      
         

      

      
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    (c) All
      amounts of Base Salary, Bonus, other compensation, if any, and such other
      amounts payable to Employee under this Agreement are subject to all applicable
      tax, Social Security and other legally required withholding pursuant to any
      law
      or regulation.

     

    3. Benefits
      and Reimbursement. 

     

    (a) Employee
      shall be entitled to three weeks of paid vacation during each 12-month period
      commencing on the date hereof, to be taken at the mutual convenience of Employee
      and the Company, in addition to regular paid holidays provided to all employees
      of the Company.

     

    (b) Employee
      shall receive such benefits, if any, as the Company may establish from time
      to
      time hereafter for employees of the Company, and any other benefits and
      perquisites generally available to the Company’s executive employees;
provided,
      however,
      if the
      Company does not provide a group health insurance plan to its employees, the
      Company shall provide family medical insurance coverage acceptable to Employee
      at the Company’s expense.

     

    (c) Employee
      shall receive a monthly car allowance of $800.00 per month.

     

    (d) Employee
      shall be reimbursed by the Company for all reasonable travel, entertainment,
      conference, and other expenses incurred by Employee in connection with the
      performance of his services under this Agreement, subject to the Company’s
      policies in effect from time to time with respect to such expenses, including
      the requirements with respect to reporting and documentation of such expenses.
      

     

    4. Covenant
      Not to Compete. 

     

    (a) Employee
      acknowledges that (i) the principal business of the Company is formulating,
      designing, producing, manufacturing, marketing, distributing, selling,
      consigning, and promoting beverages that contain anti-oxidants (the “Business”);
      (ii) Employee is and likely will remain one of a limited number of persons
      critical to the success of the Company; (iii) the Company currently engages
      in the Business in New York, Florida, California, and Hawaii, and currently
      plans to expand the geographical scope of the Business broadly and has taken
      significant steps in support of such planned expansion; (iv) the Company has
      spent substantial money, time and effort in developing its business plan,
      business, and business relationships throughout the Territory and in developing
      its trade secret information, initial customers, customer relationships and
      goodwill; (v) the Company pays its managerial level employees (such as
      Employee), among other things, to develop, preserve and utilize the Company’s
      trade secret information for its competitive advantage, and to help develop
      and
      implement the Company’s strategic plans; (vi) Employee’s work for the
      Company will give Employee access to the confidential information and trade
      secrets of the Company and will enable Employee to develop business
      relationships with the Company’s customers; (vii) the agreements and
      covenants of Employee contained in this Section 4 are reasonable and necessary
      to the business and goodwill of the Company; and (viii) the Company would not
      have entered into this Agreement or retained Employee but for the covenants
      and
      agreements set forth in this Section 4. For purposes of this Section 4, the
      “Territory” means New York, Florida, California, and Hawaii, and any country,
      state, or local jurisdiction in which the Company engaged in the Business within
      one year before the date on which Employee ceases employment for any reason
      (the
“Termination Date”), as well as any country, state, or local jurisdiction in
      which the Company both was actively planning, as of the Termination Date, to
      engage in the Business and actually engaged in the Business within one year
      after the Termination Date (“Additional Territory”), provided,
      however,
      that
      the restrictions applicable to the Additional Territory shall only apply after
      the Company notifies Employee that the Company has commenced doing Business
      in
      such Additional Territory.

     

    
      
         

      

      
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    (b) During
      his term of employment with the Company and for a period ending two years after
      Employee ceases employment for any reason, Employee, without the prior written
      consent of the Company, shall not, directly or indirectly:
      (i)
      enter
      into the employ of or render any services to any individual or entity engaged
      in
      the Business within the Territory;
      (ii)
      engage
      in the Business for his own account within the Territory; or
      (iii)
      become
      associated with or lend any money to any individual or entity, or have an
      ownership interest in any entity, which is engaged in the Business in the
      Territory; provided,
      however,
      that
      notwithstanding the foregoing, Employee may own, directly or indirectly, solely
      as a passive investment, securities of any such entity that are traded on any
      national securities exchange or the stock market, or are quoted in the
      Over-the-Counter market, if Employee (A) is not a controlling person of, or
      a member of a group which controls, such entity and (B) does not, directly
      or indirectly, own 5% or more of any class of securities of such entity.


     

    (c) During
      his employment with the Company and for a period ending two years thereafter,
      Employee, without the prior written consent of the Company, which may be
      withheld, delayed, or denied for any reason or for no reason, shall not,
      directly or indirectly, solicit any person who was employed by the Company,
      at
      any time during the six month period before the termination of Employee’s
      employment, to end his employment with the Company.

     

    5. Confidentiality. 

     

    (a) Employee
      acknowledges and agrees that as a result of his employment by the Company,
      Employee has obtained and will obtain non-public proprietary, trade secret
      and
      confidential information concerning the business of the Company including,
      without limitation, discoveries, ideas, concepts, software, plans, techniques,
      models, data, or documentation relating to strategic and business plans; product
      pricing information and analyses; profit margins; research and development
      activities, investments and plans; product positioning and related strategies;
      customer identities and customer-related information; new product plans;
      marketing techniques and materials, marketing and development plans, and target
      markets; and expansion plans and strategies; price lists and cost and pricing
      policies; and financial information (collectively, “Confidential
      Information”).

     

    
      
         

      

      
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    (b) Employee
      agrees that he will not at any time, either during the term of this Agreement
      or
      thereafter, divulge to any individual or entity or make use of any Confidential
      Information obtained or learned by him during the course of his employment
      with
      the Company or its predecessor, except
      (i)
      in the
      course of performing his duties hereunder,
      (ii)
      with the
      Company’s express written consent, which may be withheld, delayed, or denied for
      any reason or for no reason,
      (iii)
      to the
      extent that any such information is in the public domain other than as a result
      of Employee’s breach of any of his obligations hereunder, or
      (iv)
      where
      required to be disclosed by court order, subpoena or other government process.
      In the event that Employee shall be required to make a disclosure pursuant
      to
      the provisions of clause (iv) above, Employee promptly, but in no event more
      than two business days after learning of such subpoena, court order or other
      government process nor less than 24 hours prior to the return date for any
      such
      subpoena, court order or other government process, shall notify (by personal
      delivery or by telecopy, confirmed by mail) the Company and, at the Company’s
      expense, Employee shall (1) take all necessary steps requested by the Company
      to
      defend against the enforcement of such subpoena, court order or government
      process, and (2) permit the Company to intervene and participate with counsel
      of
      its choice in any proceeding relating to the enforcement thereof.

     

    6. Term. 

     

    (a) The
      term
      of this Agreement shall be for the period (the “Initial Term”) commencing on the
      date hereof and terminating on December 31, 2010 (the “Initial Expiration
      Date”), provided that this Agreement shall be renewed for successive one-year
      periods (each, a “Renewal Term”) on the same terms and conditions set forth
      herein unless either party shall have delivered written notice of non-renewal
      to
      the other party not less than 90 days prior to the Initial Expiration Date
      or
      the expiration of any Renewal Term. (The Initial Expiration Date and the
      expiration of any Renewal Term are referred to at times herein as “Expiration
      Date”). Notwithstanding the foregoing, this Agreement shall terminate on the
      date Employee dies and may be terminated by delivery of written notice pursuant
      to this Agreement (i) by the Company for Cause (as hereinafter defined) or
      because of Disability (as hereinafter defined), or (ii) by Employee for Good
      Reason (as hereinafter defined). If Employee dies, resigns without Good Reason
      or is terminated for Cause, Employee shall be paid Base Salary through the
      date
      of termination, benefits accrued pursuant to Section 3(b) through the date
      of
      termination, any unpaid car allowance for the month in which the termination
      occurred, and expenses reimbursable pursuant to Section 3(d) that have been
      incurred before the date of termination (collectively, “Accrued Benefits”). If
      Employee resigns without Good Reason or is terminated for Cause, then the
      Employee will only receive the Accrued Benefits and the Company will not have
      any other contractual obligation to Employee.

     

    (b) In
      the
      event that the employment of Employee is terminated prior to an Expiration
      Date
      because of Employee’s death, by the Company without Cause or because of
      Disability, or by Employee for Good Reason, or the Company delivers a timely
      non-renewal notice pursuant to this Agreement, then the Company shall pay to
      Employee, in addition to the Accrued Benefits,
      provided
      Employee has entered into an irrevocable (except to the extent required by
      law,
      and to the extent required by law to be revocable, has not revoked) general
      release of claims (“Release”) which, subject to Section 6(i) below, is
      reasonably satisfactory to the Company (and is not revoked by the
      Employee):
      (i) a
      severance payment (the “Severance Payment”) calculated by adding an amount equal
      to three times the sum of (x) the Base Salary in the calendar year in which
      the
      termination occurs plus (y) the Bonus earned for the Bonus Year prior to the
      year in which the termination occurs; (ii) a Bonus for the Bonus Year in which
      termination occurred based on payments received by the Company through the
      last
      day of actual employment (“Pro Rata Bonus”); and (iii) for a period of three
      years following the termination date Employee’s costs of COBRA continuation
      coverage of health insurance, or if COBRA coverage is unavailable, the actual
      cost incurred by Employee in obtaining comparable coverage (“COBRA Payments”).
Notwithstanding
      anything else contained herein to the contrary,
      the
      aggregate of the payments to be made under Section 6(b)(i) and (iii) are subject
      to a cap, which is the maximum amount Employee could receive without incurring
      an excise tax under Section 4999(a) of the Internal Revenue Code of 1986, as
      amended (the “Code”) if the payments to be made under Section 6(b)(i) and (iii)
      were deemed to be an “excess parachute payment” (as defined in Section 280G
      of the Code). The
      payments the Company is obligated to make pursuant to this Section 6(b) are
      not
      subject to mitigation or a duty to mitigate. 

     

    
      
         

      

      
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    (c) The
      Severance Payment required to paid pursuant to Section 6(b)(i) shall be paid
      in
      two installments: (i) the first installment, in the amount of $450,000, shall
      be
      paid within 30 days after the Termination Date; and (ii) the balance of the
      Severance Payment shall be paid immediately after the expiration of six months
      from the Termination Date. The Pro Rata Bonus required to paid pursuant to
      Section 6(b)(ii) shall be paid within 30 days after the Termination Date. The
      COBRA Payments required to paid pursuant to Section 6(b)(iii) shall commence
      on
      the last day of the month following the month in which the Termination Date
      occurs, and continue on a monthly basis thereafter.

     

    (d) For
      purposes of this Agreement, “Cause” shall mean that Employee has
      (i) continually
      failed to perform his duties under this Agreement for a period of 20 business
      days (without taking into account days not worked because of medical or physical
      injury, illness or other incapacity, authorized vacation days or authorized
      leave) after written notice from the Company setting forth with particularity
      such failure and such failure is not cured within ten (10) business
      days,
      (ii)
      committed an act of fraud upon the Company,
      (iii)
      been
      convicted of or plead guilty or nolo
      contendere
      to a
      felony or a crime of dishonesty, fraud or moral turpitude under the laws of
      the
      United States or any state thereof;
      or
      (iv)
      materially breached this Agreement, and such breach is not cured within 30
      calendar days after written notice from the Company setting forth with
      particularity such breach.

     

    (e) If
      Employee by virtue of ill health, injury or other physical or mental impairment
      has been unable or in the judgment of the Board will be unable to perform his
      duties hereunder for more than 100 business days out of any consecutive
      twelve-month period (“Disability”), the Company shall have the right to
      terminate his employment upon 30 calendar days notice in writing to Employee,
      subject to the reasonable accommodation provisions of applicable laws;
provided,
      however,
      if
      Employee returns to work before the expiration of that 30-day period, and the
      Employee has been unavailable for fewer than 100 business days, then Employee
      may continue in employment. No provision of this Agreement shall limit any
      of
      Employee’s rights under the terms of any insurance, pension or other benefit
      programs of the Company for which Employee shall be eligible at the time of
      death or Disability.

     

    (f) For
      purposes of this Agreement, the term “Good Reason” shall mean the following:


     

    
      	 	
              (i)

            	
              changing
                Employee’s title or assigning Employee a title inconsistent with the
                specific provisions of this
                Agreement;

            


    

     

    
      
         

      

      
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              (ii)

            	
              changing,
                in any material manner, Employee’s responsibilities and duties in
                violation of this Agreement;

            


    

     

    
      	 	
              (iii)

            	
              requiring
                Employee to report to anyone other than the
                Board;

            


    

     

    
      	 	
              (iv)

            	
              relocating
                the Company’s offices to, or requiring Employee to regularly report to
                work at, a location more than 50 miles from the location specified
                in
                Paragraph 1; 

            


    

     

    
      	 	
              (v)

            	
              failing
                to pay the Base Salary or Bonus owed to Employee pursuant to this
                Agreement;

            


    

     

    
      	 	
              (vi)

            	
              continued
                failure to pay any reimbursement, or provide any benefits, owed to
                Employee pursuant to this Agreement;
                or

            


    

     

    
      	 	
              (vii)

            	
              Employee’s
                resignation for any or no reason within 90 days following a Change
                in
                Control (as defined hereinafter).

            


    

     

    After
      receiving written notice of a resignation for Good Reason, the Company will
      have
      30 calendar days to cure the grounds for resignation for Good Reason except
      (x)
      there is no cure period for a resignation under clauses (iv) and (vii) above,
      and (y) the cure period for a resignation under clause (v) above is 10 calendar
      days. If the Company fails to cure such act(s) or omission(s) within the
      specified time period, the resignation for Good Reason shall be effective upon
      the expiration of such specified period.

     

    (g) Any
      written notice delivered by the Company in connection with a termination for
      Cause, or by Employee in connection with a resignation for Good Reason, must
      specify both the contractual provision and the alleged acts or omissions on
      which the party delivering the notice is relying.

     

    (h) For
      purposes of this Agreement, a “Change of Control” shall mean: 

     

    (i) The
      acquisition by any individual, entity or group (within the meaning of Section
      13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
      “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of
      Rule 13d-3 promulgated under the Exchange Act) of more than 50% of either (A)
      the then outstanding shares of the Company (the “Outstanding Shares”) or (B) the
      combined voting power of the then outstanding voting shares of the Company
      entitled to vote generally on matters brought to a vote of the holders (the
      “Outstanding Voting Shares”); provided,
      however,
      that
      for purposes of this subsection (i), the following acquisitions shall not
      constitute a Change of Control: (x) any acquisition by any employee benefit
      plan
      (or related trust) sponsored or maintained by the Company or any company
      controlled by the Company, or (y) any acquisition by any company (including
      the Company) pursuant to a transaction that complies with clauses (x), (y)
      and (z) of subsection (iii) of this Section 6(h); or

     

    
      
         

      

      
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    (ii) As
      of the
      date the Board consists of not less than three members, the individuals who
      constitute the Board (the “Incumbent Board”) cease for any reason to constitute
      at least a majority of the Board; or

     

    (iii) Consummation
      of a reorganization, merger or consolidation or sale or other disposition of
      all
      or substantially all of the assets of the Company (a “Business Combination”), in
      each case, unless, following such Business Combination, (x) all or substantially
      all of the individuals and entities who were the beneficial owners,
      respectively, of the Outstanding Shares and Outstanding Voting Shares
      immediately prior to such Business Combination beneficially own, directly or
      indirectly, more than 50% of, respectively, the then-outstanding common shares
      and the combined voting power of the then-outstanding shares entitled to vote
      generally in the election of directors, as the case may be, of the company
      resulting from such Business Combination in substantially the same proportions
      as their ownership, immediately prior to such Business Combination, of the
      Outstanding Shares and Outstanding Voting Shares, as the case may be, (y) no
      Person (excluding any employee benefit plan (or related trust) of the Company
      or
      such company resulting from such Business Combination) beneficially owns,
      directly or indirectly, 25% or more of, respectively, the then outstanding
      common shares of the company resulting from such Business Combination or the
      combined voting power of the then outstanding voting shares of such company
      except to the extent that such ownership existed prior to the Business
      Combination, and (z) at least a majority of the members of the board of
      directors of the company resulting from such Business Combination were members
      of the Incumbent Board at the time of the execution of the initial agreement,
      or
      of the action of the Board providing for such Business Combination;
      or

     

    (iv) approval
      by the stockholders of the Company of a complete liquidation or dissolution
      of
      the Company.

     

    (i) Notwithstanding
      any other provision hereof, Employee shall not be required by any general
      release to release any or all of the following: claims that Employee may have
      against the Company for reimbursement of ordinary and necessary business
      expenses incurred by him during the course of his employment; claims arising
      from Employee’s ownership of shares of capital stock or options to purchase
      shares of capital stock of the Company; claims that arise after the effective
      date of the Release; any rights Employee may have to enforce Section 6(b) of
      this Agreement; and claims for which Employee is entitled to be indemnified
      pursuant to this Agreement, under the Company’s organizational documents, under
      applicable law, or pursuant to the Company’s directors’ and officers’ liability
      insurance policies. 

     

    7. Indemnification.

     

    In
      addition to statutory rights and the Articles of Incorporation and Bylaws of
      the
      Company, the Company agrees that if Employee is made a party, or is threatened
      to be made a party, to any action, suit or proceeding, whether civil, criminal,
      administrative or investigative (each, a “Proceeding”), by reason of the fact
      that he is or was a director, officer or employee of the Company or is or was
      serving at the request of the Company as a director, officer, member, employee
      or agent of another corporation, partnership, joint venture, trust or other
      enterprise, including service with respect to employee benefit plans, whether
      or
      not the basis of such Proceeding is Employee’s alleged action in an official
      capacity while serving as a director, officer, member, employee or agent,
      Employee shall be indemnified and held harmless by the Company to the fullest
      extent permitted or authorized by applicable law and their organizational
      documents, including for negligence (but not for gross negligence) by Employee,
      against all cost, expense, liability and loss reasonably incurred or suffered
      by
      Employee in connection therewith, and such indemnification shall continue as
      to
      Employee even if he has ceased to be a director, member, employee or agent
      of
      the Company or other entity and shall inure to the benefit of Employee’s heirs,
      executors and administrators. The Company shall advance to Employee all such
      reasonable costs and expenses incurred by him in connection with any such
      Proceeding within 15 days after receiving written notice requesting such an
      advance, subject to and conditioned on Employee’s having provided to the Company
      a written undertaking, in a form reasonably acceptable to the Company, to repay
      the amount advanced if he is ultimately determined not to be entitled to
      indemnification against such costs and expenses. The Company agrees to maintain
      a directors’ and officers’ liability insurance policy covering Employee to the
      extent the Company provides such coverage for their other executive
      officers.

     

    
      
         

      

      
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    8. Miscellaneous.

     

    (a) This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Florida.

     

    (b) This
      Agreement sets forth the entire agreement between the parties hereto with
      respect to the subject matter hereof and is intended to supersede all prior
      negotiations, understandings and agreements. 

     

    (c) No
      provision of this Agreement may be waived or amended, except by a writing signed
      by the parties hereto.

     

    (d) This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original and together which shall constitute one and the same
      instrument.

     

    (e) This
      Agreement shall be binding upon, and shall inure to the benefit of, the parties
      hereto and their respective successors, assigns and personal
      representatives.

     

    
      
         

      

      
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    (f) All
      notices, demands or other communications to be given or delivered by reason
      of
      the provisions of this Agreement will be in writing and will be deemed to have
      been given (i) on the date of personal delivery to Employee, or to the Secretary
      of the Company on its behalf, or (ii) on the date of transmission when sent
      by
      facsimile machine to the number shown below on the date of such confirmed
      facsimile transmission (provided that a confirming copy is sent via overnight
      mail), if sent at or before 5 p.m. (local time at recipient’s location) on such
      date, or on the business day following the date of transmission if sent after
      5
      p.m. (local time at recipient’s location), or (iii) on the business day
      following the date of deposit when properly deposited for next day delivery
      by a
      nationally recognized commercial overnight delivery service, prepaid; or (iv)
      on
      the date received by a recipient when properly deposited in the United States
      mail, certified or registered mail, postage prepaid, return receipt requested.
      Such notices, demands and other communications will be sent to each party at
      the
      address indicated for such party below:

     

    Notices
      to Employee, to:

     

    Theodore
      Farnsworth

    450
      East
      Las Olas Blvd., Suite 830

    Fort
      Lauderdale, Florida 33301

     

    with
      a
      copy (which will not constitute notice to Employee) to:

     

    Jim
      Schneider 

    __________________

    __________________

    


    Notices
      to the Company, to:

     

    Purple
      Beverage Company, Inc.

    450
      East
      Las Olas Blvd., Suite 830

    Fort
      Lauderdale, Florida 33301

    


    with
      a
      copy (which will not constitute notice to the Company), to:

     

    Bryan
      Cave LLP

    Attn:
      Randolf W. Katz

    1900
      Main
      Street, Suite 700

    Irvine,
      California 92614

    


    or
      to
      such other address or to the attention of such other person as the recipient
      party has specified by prior written notice to the sending party.

     

    (g) Any
      legal
      action, suit or proceeding arising out of or relating to this Agreement shall
      be
      instituted in any state or federal court of competent jurisdiction located
      in
      Broward County, Florida, and each party agrees not to assert, by way of motion,
      as a defense, or otherwise, in any such action, suit or proceeding, any claim
      that it is not subject personally to the jurisdiction of such court, that its
      property is exempt or immune from attachment or execution, that the action,
      suit
      or proceeding is brought in an inconvenient forum, that the venue of the action,
      suit or proceeding is improper or that this Agreement or the subject matter
      hereof may not be enforced in or by such court. Each party further irrevocably
      submits to the exclusive jurisdiction of any such court in any such action,
      suit
      or proceeding.

     

    
      
         

      

      
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    (h) Any
      provision of this Agreement that is invalid, illegal or unenforceable in any
      jurisdiction will, as to that jurisdiction, be ineffective to the extent of
      such
      invalidity, illegality or unenforceability, without affecting in any way the
      remaining provisions hereof in such jurisdiction or rendering that or any other
      provision of this Agreement invalid, illegal or unenforceable in any other
      jurisdiction. In addition, if a judicial determination is made that any
      provision of Section 4 of this Agreement constitutes an unreasonable or
      otherwise unenforceable restriction against Employee, then the provisions of
      Section 4 shall be rendered void only to the extent that such judicial
      determination finds such provisions to be unreasonable or otherwise
      unenforceable. In this regard, any judicial authority construing Section 4
      of
      this Agreement shall be empowered to modify the scope of restricted activities,
      the Territory and/or the duration of the covenants to make the same reasonable
      under the circumstances, and Employee acknowledges that he shall be bound
      thereby.  

     

    [Signatures
      on Following Page]

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have executed this Employment Agreement
      as
      of the date first above written.

     

    
      	 	 	 
	 	
              PURPLE
                BEVERAGE COMPANY, INC.

            
	 
 	 
 	 
 
	
            	By:  	
              /s/
                Theodore Farnsworth

            
	 	
              

              Name:
                Theodore Farnsworth 

            
	 	
              Title:
                President

            


    

     

    
      	  	 
	
            	
              /s/
                Theodore Farnsworth

            
	 	
              

              THEODORE
                FARNSWORTH

            
	 	
            


    

     

    
      
         

      

      
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