THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
        THE
        SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
        SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED,
        SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION
        STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND
        ANY
        APPLICABLE STATE SECURITIES LAWS, OR (2) PURSUANT
        TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
        ACT.

      


      THIS
        WARRANT IS PART OF A SERIES OF WARRANTS ISSUED AND SOLD PURSUANT TO THE TERMS
        AND CONDITIONS OF THE SUBSCRIPTION DOCUMENT DATED _________, 2007 OF VENTURE
        BEVERAGE COMPANY.

      


      VENTURE
        BEVERAGE COMPANY


      


      WARRANT
        TO PURCHASE COMMON STOCK

       

      
        	Date of Issuance: May 17, 2007	
                Warrant
                  to Purchase an aggregate of _____ shares
                  of Common Stock

              


      

       

      FOR
        VALUE
        RECEIVED, VENTURE BEVERAGE COMPANY a Nevada corporation (the “Corporation”)
        promises to issue in the name of, and sell and deliver to ______________
        (the
“Holder”) a certificate or certificates for an aggregate of _____ shares of the
        Corporation’s common stock, par value $0.001 per share (the “Common Stock”),
        upon payment by the Holder of the exercise price of $6.80 per share (the
        “Exercise Price”) set forth below, with the Exercise Price being subject to
        adjustment in the circumstances set forth below. 

      


      Section
        1.

      Exercise
        of Warrant

      


      1.1 Exercise
        Period.
        Subject
        to the right of the Corporation to call the Warrant as set forth in Section
        6
        hereof, the Holder may exercise this Warrant, in whole or in part (but not
        as to
        fractional shares), at any time and time to time commencing on the date set
        forth above and ending at 5:00 p.m., Eastern Time, on May 17, 2012 (the
“Exercise Period”).

      


      1.2 Exercise
        Procedure.
        

      


      a. This
        Warrant may be exercised in whole or in part at any time during the Exercise
        Period, provided
        however,
        if the
        last day of the Exercise Period is a day on which federal or state chartered
        banking institutions located in the State of Florida are authorized by law
        to
        close, then the last day of the Exercise Period shall be deemed to be the
        next
        succeeding day which shall not be such a day, by presentation and surrender
        to
        the Corporation at its principal office of this Warrant accompanied by the
        form
        of Exercise Agreement attached hereto as Exhibit 1 signed by the Holder and
        upon
        payment of the Exercise Price for the Common Stock purchased thereby, by
        cashier's check or by wire transfer of immediately available funds.

      


      b. Certificates
        for the shares of Common Stock purchased upon exercise of this Warrant will
        be
        delivered by the Corporation to the Holder within five (5) business days
        after
        the Exercise Date. Unless this Warrant has expired or all of the purchase
        rights
        represented hereby have been exercised, the Corporation will prepare a new
        Warrant representing the rights formerly represented by this Warrant that
        have
        not expired or been exercised. The Corporation will, within such five (5)
        day
        period, deliver such new Warrant to the Holder at the address set forth in
        this
        Warrant.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      c. The
        shares of Common Stock issuable upon the exercise of this Warrant will be
        deemed
        to have been transferred to the Holder on the Exercise Date, and the Holder
        will
        be deemed for all purposes to have become the record holder of such Common
        Stock
        on the Exercise Date.

      


      d. The
        issuance of certificates for shares of Common Stock upon the exercise of
        this
        Warrant will be made without charge to the Holder of any issuance tax in
        respect
        thereof or any other cost incurred by the Corporation in connection with
        such
        exercise and related transfer of the shares; provided,
        however,
        that
        the Corporation shall not be required to pay any tax that may be payable
        in
        respect of any transfer involved in the issuance and delivery of any certificate
        or instrument in a name other than that of the Holder of this Warrant, and
        that
        the Corporation shall not be required to issue or deliver any such certificate
        or instrument unless and until the person or persons requiring the issue
        thereof
        shall have paid to the Corporation the amount of such tax or shall have
        established to the satisfaction of the Corporation that such tax has been
        paid.

      


      e. The
        shares of Common Stock issuable upon the exercise of this Warrant have not
        been
        registered under the Securities Act and, accordingly, will be “restricted
        securities” as that term is defined in the Securities Act. The Corporation may
        insert the following or similar legend on the face of the certificates
        evidencing shares of Common Stock if required in compliance with state
        securities laws:

      


      “These
        securities have not been registered under any state securities laws and may
        not
        be sold or otherwise transferred or disposed of except pursuant to an effective
        registration statement under any applicable state securities laws, or an
        opinion
        of counsel satisfactory to counsel to the Corporation that an exemption from
        registration under any applicable state securities laws is
        available.”

      


      1.3 Fractional
        Shares.
        No
        fractional shares shall be issued upon the exercise of this Warrant. If a
        fractional share of Common Stock would, but for the provisions of Subsection
        1.1, be issuable upon exercise of the rights represented by this Warrant,
        upon
        exercise the fractional share theretofore issuable shall be rounded up to
        the
        nearest whole sale of the Corporation' Common Stock. 

      


      Section
        2.

      Effect
        of Stock Dividends, Reorganization, Reclassification,

      Consolidation,
        Merger or Sale

      


      2.1 Stock
        Dividends, Recapitalization or Reclassification of Common Stock.
        In case
        the Corporation shall at any time prior to the exercise or termination of
        this
        Warrant (i) pay a dividend or make a distribution of its capital stock in
        shares
        of Common Stock to all holders of shares of Common Stock, or (ii) effect
        a
        recapitalization or reclassification of such character that its Common Stock
        shall be changed into or become exchangeable for a larger or smaller number
        of
        shares, then, upon the effective date thereof, the number of shares of Common
        Stock that the Holder of this Warrant shall be entitled to purchase upon
        exercise hereof shall be increased or decreased, as the case may be, in direct
        proportion to the increase or decrease in such number of shares of Common
        Stock
        by reason of such stock dividend, recapitalization or reclassification, and
        the
        Exercise Price of such dividend, recapitalized or reclassified Common Stock
        shall, in the case of an increase in the number of shares, be proportionately
        decreased and, in the case of a decrease in the number of shares, be
        proportionately increased.

      


      2.2 Consolidation,
        Merger or Sale.
        In case
        the Corporation shall at any time prior to the exercise of this Warrant,
        or the
        expiration of the Exercise Period, whichever first occurs, consolidate or
        merge
        with any other corporation (unless the Corporation shall be the surviving
        entity) or transfer all or substantially all of its assets to any other
        corporation preparatory to a dissolution, then the Corporation shall, as
        a
        condition precedent to such transaction, cause effective provision to be
        made so
        that the Holder of this Warrant, upon the exercise thereof after the effective
        date of such transaction, shall be entitled to receive the kind and amount
        of
        shares, evidences of indebtedness, and/or other property receivable on such
        transaction by a holder of the number of shares of Common Stock as to which
        the
        Warrant was exercisable immediately prior to such transaction (without giving
        effect to any restriction upon such exercise); and, in any such case,
        appropriate provision shall be made with respect to the rights and interests
        of
        the Holder hereof to the effect that the provisions of this Warrant shall
        thereafter be applicable (as nearly as may be practicable) with respect to
        any
        shares, evidences of indebtedness, or other securities or assets thereafter
        deliverable upon exercise of this Warrant.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      2.3 Notice
        of Adjustment.
        Whenever
        the number of shares of Common Stock purchasable upon exercise of this Warrant
        shall be adjusted as provided herein, the Corporation shall file with its
        corporate records a certificate of its chief financial or accounting officer
        setting forth the computation and the adjusted number of shares of Common
        Stock
        purchasable hereunder resulting from such adjustments, and a copy of such
        certificate shall be mailed to the Holder. Any such certificate or letter
        shall
        be conclusive evidence as to the correctness of the adjustment or adjustments
        referred to therein and shall be available for inspection by the holders
        of the
        Warrants on any day during normal business hours.

       

      Section
        3.

      Reservation
        of Common Stock

      


      The
        Corporation will at all time reserve and keep available such number of shares
        of
        Common Stock as will be sufficient to permit the exercise in full of this
        Warrant. Upon exercise of this Warrant pursuant to its terms, the Holder
        will
        acquire fully paid and non-assessable ownership rights of the Common Stock,
        free
        and clear of any liens, claims or encumbrances.

      


      Section
        4.

      No
        Stockholder Rights or Obligations

      


      This
        Warrant will not entitle the Holder hereof to any voting rights or other
        rights
        as a stockholder of the Corporation. Until the shares of Common Stock issuable
        upon the exercise of this Warrant are recorded as issued on the books and
        records of the Corporation, the Holder shall not be entitled to any voting
        rights or other rights as a stockholder; provided,
        however,
        that
        the Corporation shall use its bests efforts to ensure that, upon receipt
        of the
        Exercise Agreement and payment of the Exercise Price, the appropriate
        documentation necessary to effectuate the exercise of the Warrant and the
        issuance of the Common Stock is accomplished as expeditiously as possible.
        No
        provision of this Warrant, in the absence of affirmative action by the Holder
        to
        purchase Common Stock, and no enumeration in this Warrant of the rights or
        privileges of the Holder, will give rise to any obligation of such Holder
        for
        the Exercise Price or as a stockholder of the Corporation.

      


      Section
        5.

      Transferability

      


      Neither
        this Warrant nor any rights hereunder are transferable, in whole or in part,
        without the prior written consent of the Corporation, which such consent
        may not
        be forthcoming. In the event the Corporation should consent to such transfer,
        this Warrant and the rights under shall be transferable upon surrender of
        this
        Warrant with a properly executed Assignment in the form of Exhibit 2 hereto
        at
        the principal offices of the Corporation. The Corporation has no obligation
        to
        recognize any purported transfer of this Warrant, and the transferee is not
        entitled to any rights under this Warrant, until such acknowledgment has
        been
        received by the Corporation. This Warrant and the underlying shares of Common
        Stock may not be offered, sold or transferred except in compliance with the
        Securities Act, and any applicable state securities laws, and then only against
        receipt of an agreement of the person to whom such offer or sale or transfer
        is
        made to comply with the provisions of this Warrant with respect to any resale
        or
        other disposition of such securities; provided
        that no
        such agreement shall be required from any person purchasing this Warrant
        or the
        underlying shares of Common Stock pursuant to a registration statement effective
        under the Securities Act. The Holder of this Warrant agrees that, prior to
        the
        disposition of any security purchased on the exercise hereof other than pursuant
        to an registration statement then effective under the Securities Act, or
        any
        similar statute then in effect, the Holder shall give written notice to the
        Corporation, expressing his intention as to such disposition. Upon receiving
        such notice, the Corporation shall present a copy thereof to its securities
        counsel. If, in the sole opinion of such counsel, which such opinion shall
        not
        be unreasonably withheld, the proposed disposition does not require registration
        of such security under the Securities Act, or any similar statute then in
        effect, the Corporation shall, as promptly as practicable, notify the Holder
        of
        such opinion, whereupon the Holder shall be entitled to dispose of such security
        in accordance with the terms of the notice delivered by the Holder to the
        Corporation. 

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      Section
        6.

      Call
        of Warrant

      


      Subject
        to the terms and conditions set forth herein, on any date during the period
        between the date of this Warrant and the Expiration Date, upon thirty (30)
        days
        prior written notice to the Holder (each, a “Call Notice”) the Corporation shall
        have the right to call any or all of the Warrant at a call price of $0.01
        per
        underlying share (the “Call Price”). Warrant holders shall have the period from
        the date of the Call Notice, which shall be delivered to the Holder pursuant
        to
        Section 7.1 hereof, until 5 p.m., Eastern time, on the thirtieth (30) day
        following the Call Notice (the "Call Date") to exercise the Warrant pursuant
        to
        the terms hereof. Any Warrants which have been called but remain unexercised
        by
        the Call Date shall automatically terminate and no longer entitle the Holder
        to
        exercise such Warrant or to receive any consideration therefor, other than
        the
        Call Price. For any Warrants which are not exercised by the Call Date, the
        Corporation shall promptly as possible following the Call Date pay the Call
        Price to the Holder of any Warrants which have been called and not
        exercised.

      


      Section
        7.

      Miscellaneous

      


      7.1 Notices.
        Any
        notices, requests or consents hereunder shall be deemed given, and any
        instruments delivered, two days after they have been mailed by first class
        mail,
        postage prepaid, or upon receipt if delivered personally or by facsimile
        transmission, as follows:

      


      If
        to the
        Corporation:     450
        East
        Las Olas Boulevard

                  Suite
        830

                  Fort
        Lauderdale, Florida 33301

                  Attention:
        Mr. Theodore Farnsworth, President and CEO

      


      If
        to the
        Holder:        To
        the
        address on the Corporation's books and records. 

      


      except
        that any of the foregoing may from time to time by written notice to the
        other
        designate another address which shall thereupon become its effective address
        for
        the purposes of this paragraph.

      


      7.2 Entire
        Agreement.
        This
        Warrant, including the exhibits and documents referred to herein which are
        a
        part hereof, contain the entire understanding of the parties hereto with
        respect
        to the subject matter and may be amended only by a written instrument executed
        by the parties hereto or their successors or assigns. Any paragraph headings
        contained in this Warrant are for reference purposes only and shall not affect
        in any way the meaning or interpretation of this Warrant.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      7.3 Construction
        and Enforcement.
        This
        Warrant shall be governed by and construed under the laws of the State of
        Florida, without regard to principles of conflicts of laws and rules of such
        state. If it becomes necessary for any party to institute legal action to
        enforce the terms and conditions of this Warrant, and such legal action results
        in a final judgment in favor of such party (“Prevailing Party”), then the party
        or parties against whom said final judgment is obtained shall reimburse the
        Prevailing Party for all direct, indirect or incidental expenses incurred,
        including, but not limited to, all attorneys’ fees, court costs and other
        expenses incurred throughout all negotiations, trials or appeals undertaken
        in
        order to enforce the Prevailing Party's rights hereunder. Any suit, action
        or
        proceeding with respect to this Warrant shall be brought in the state or
        Federal
        courts located in Broward County in the State of Florida. The parties hereto
        hereby accept the exclusive jurisdiction and venue of those courts for the
        purpose of any such suit, action or proceeding. The parties hereto hereby
        irrevocably waive, to the fullest extent permitted by law, any objection
        that
        any of them may now or hereafter have to the laying of venue of any suit,
        action
        or proceeding arising out of or relating to this Warrant or any judgment
        entered
        by any court in respect thereof brought in Broward County, Florida, and hereby
        further irrevocably waive any claim that any suit, action or proceeding brought
        in Broward County, Florida, has been brought in an inconvenient
        forum.

      


      IN
        WITNESS WHEREOF, this Warrant has been duly executed and the corporate seal
        affixed hereto, all as of the day and year first above written.

      
        	 	 	 
	 	
                VENTURE
                  BEVERAGE COMPANY

              
	 
 	 
 	 
 
	
              	By:  	
              
	 	
                
Theodore
                Farnsworth, its President
	 	 
	
                ATTEST:

              	 
	 	 
	
                

              	 


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      EXHIBIT
        1

      


      EXERCISE
        AGREEMENT

       

      
        	To:	
                Dated:

              


      

       

      The
        undersigned record Holder, pursuant to the provisions set forth in the within
        Warrant, hereby subscribed for and purchases 29,411
        shares
        of Common Stock covered by such Warrant and hereby makes full cash payment
        of
        $199,994.80
        for such
        shares at the Exercise Price provided by such Warrant.

      
        	 	 	 
	 	 	 
	
	
	
                
(Signature)
	 	
              
	 	 
	 	
                
                  
(Print
                  or type name)

              
	 	 
	 	 
	 	
                
                  
(Address)

              


      

      


      NOTICE:
        The signature of this Exercise Agreement must correspond with the name as
        written upon the face of the within Warrant, or upon the Assignment thereof,
        if
        applicable, in every particular, without alteration, enlargement or any change
        whatsoever.

      


      
        
          
          

        

        
          6