LOCKUP
      AGREEMENT


    


    This
      AGREEMENT (the “Agreement”) is made as of the 12 day of December, 2007, by
      _______________________ (“Holder”), maintaining an address at
      _______________________,
      facsimile:
      (___) ___-____,
      in
      connection with his or its ownership of shares of Purple Beverage Company,
      Inc.,
      a
      Nevada corporation
      (the “Company”).

    


    NOW,
      THEREFORE, for good and valuable consideration, the sufficiency and receipt
      of
      which consideration are hereby acknowledged, Holder agrees as
      follows:

    


    1. Background.

    


    a.
      Holder
      is
      the beneficial owner of the amount of shares of the Common Stock, $.001 par
      value, of the Company (“Common Stock”) designated on the signature page
      hereto.

    


    b. Holder
      acknowledges that the Company has entered into or will enter into at or about
      the date hereof agreements including Subscription Agreements with subscribers
      (“Subscribers”), effective as of the date hereof for the Company’s Common Stock
      and Warrants exercisable for Common Stock (the “Offering”). Holder understands
      that, as a condition to closing the Offering, the Subscribers have required,
      and
      the Company has agreed to obtain on behalf of the Subscribers an agreement
      from
      the Holder to refrain from selling any securities of the Company from the date
      hereof until two years after the date hereof (“Restriction Period”). The Holder
      has entered into this Agreement in order to induce the Subscribers to close
      the
      transactions contemplated by such agreements.

    


    2. Sale
      Restriction.

    


    a. Holder
      hereby agrees that during the Restriction Period without the consent of the
      Required Holders (as defined in the Subscription Agreement), the Holder 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 which Holder 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. Holder 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 Holder in violation of this Agreement. The
      Company agrees to use commercially reasonable efforts not to allow any
      transaction inconsistent with this Agreement.

    


    b. Any
      subsequent issuance to and/or acquisition by Holder of Common Stock or options
      or instruments convertible into Common Stock (“Convertible Securities”) during
      the Restriction Period will be subject to the provisions of this
      Agreement.

    


    c. Notwithstanding
      the foregoing restrictions on transfer, the Holder 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 undersigned or the immediate family of the Holder,
      provided that any such transfer shall not involve a disposition for value;
      provided, 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 undersigned.

     

    
      
         

      

      
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    3. Miscellaneous.

    


    a. At
      any
      time, and from time to time, after the signing of this Agreement, Holder will
      execute such additional instruments and take such action as may be reasonably
      requested by the Subscribers to carry out the intent and purposes of this
      Agreement.

    


    b. This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York without regard to principles of conflicts of laws. Any action
      brought by either party against the other concerning the transactions
      contemplated by this Agreement shall be brought only in the state courts of
      New
      York or in the federal courts located in the state of New York. The parties
      to
      this Agreement hereby irrevocably waive any objection to jurisdiction and venue
      of any action instituted hereunder and shall not assert any defense based on
      lack of jurisdiction or venue or based upon forum
      non conveniens.
      The
      parties executing this Agreement and other agreements referred to herein or
      delivered in connection herewith agree to submit to the in personam jurisdiction
      of such courts and hereby irrevocably waive trial by jury.
      The
      prevailing party shall be entitled to recover from the other party its
      reasonable attorney’s fees and costs. In the event that any provision of this
      Agreement or any other agreement delivered in connection herewith is invalid
      or
      unenforceable under any applicable statute or rule of law, then such provision
      shall be deemed inoperative to the extent that it may conflict therewith and
      shall be deemed modified to conform with such statute or rule of law. Any such
      provision which may prove invalid or unenforceable under any law shall not
      affect the validity or enforceability of any other provision of any
      agreement.

    


    c. Notice
      to the Company:
      All
      notices, demands, requests, consents, approvals, and other communications
      required or permitted hereunder shall be in writing and, unless otherwise
      specified herein, shall be (i) personally served, (ii) deposited in the mail,
      registered or certified, return receipt requested, postage prepaid, (iii)
      delivered by reputable air courier service with charges prepaid, or (iv)
      transmitted by hand delivery, telegram, or facsimile, addressed as set forth
      below or to such other address as such party shall have specified most recently
      by written notice. Any notice or other communication required or permitted
      to be
      given hereunder shall be deemed effective (a) upon hand delivery or delivery
      by
      facsimile, with accurate confirmation generated by the transmitting facsimile
      machine, at the address or number designated below (if delivered on a business
      day during normal business hours where such notice is to be received), or the
      first business day following such delivery (if delivered other than on a
      business day during normal business hours where such notice is to be received)
      or (b) on the second business day following the date of mailing by express
      courier service, fully prepaid, addressed to such address, or upon actual
      receipt of such mailing, whichever shall first occur. The addresses for such
      communications shall be: (i) if to the Company, to: Purple
      Beverage Company,
      Inc.,
      450
      East Las Olas Blvd., Suite 830, Fort Lauderdale, Florida 33301, Attn: Ted
      Farnsworth, President, facsimile:
      (954)
      462-8758, with a copy by facsimile only to: Bryan Cave LLP, 1900 Main street,
      Suite 700, Irvine, CA 92614, Attn: Randolf W. Katz, Esq., facsimile: (949)
      223-7100, (ii) if to the Holder, to: the address and facsimile number indicated
      on first page of this Lockup Agreement.

    


    d. Notice
      to the Holder.
      Holder
      hereby irrevocably waives personal service of process and consents to process
      being served in any suit, action or proceeding in connection with this Agreement
      or any other Transaction Document by mailing a copy thereof via registered
      or
      certified mail or overnight delivery (with evidence of delivery) to Holder
      at
      the address in effect for notices to it under this Agreement and agrees that
      such service shall constitute good and sufficient service of process and notice
      thereof. Nothing contained herein shall be deemed to limit in any way any right
      to serve process in any other manner permitted by law. Holder irrevocably
      appoints Purple
      Beverage Company,
      Inc.
      its true and lawful agent for service of process upon whom all processes of
      law
      and notices may be served and given in the manner described above; and such
      service and notice shall be deemed valid personal service and notice upon Holder
      with the same force and validity as if served upon Holder.

     

    
      
         

      

      
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    e. The
      restrictions on transfer described in this Agreement are in addition to and
      cumulative with any other restrictions on transfer otherwise agreed to by the
      Holder or to which the Holder is subject to by applicable law.

    


    f. This
      Agreement shall be binding upon Holder, its legal representatives, successors
      and assigns.

    


    g. This
      Agreement may be signed and delivered by facsimile and such facsimile signed
      and
      delivered shall be enforceable.

    


    h. The
      Company agrees not to take any action or allow any act to be taken which would
      be inconsistent with this Agreement.

    


    i. The
      Holder acknowledges that this Lockup Agreement is being entered into for the
      benefit of the Subscribers identified in the Subscription Agreement dated on
      or
      about November ___, 2007 among the Company and the Subscribers, may be enforced
      by the Subscribers and may not be amended without the consent of the Subscriber,
      which may be withheld for any reason.


    


    [Signatures
      continued on following page.]

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, and intending to be legally bound hereby, Holder has executed
      this Agreement as of the day and year first above written.

     

    
      	 	HOLDER:	 
	 	 	 
	 	 	 
	 	Name of Holder	 
	 	 	 
	 	 	 
	 	Number of Shares of Common Stock Actually
              Owned	 
	 	 	 
	 	 	 
	 	
              Number
                of Shares of Common Stock Beneficially 

              Owned,
                if different than Number of Shares Actually 

              Owned (Describe such
                shares and related instruments on
                next page)

            	 


    

     

    
      	 	 	 
	 	COMPANY:
	 	 
	 	PURPLE BEVERAGE COMPANY, INC., a Nevada
              corporation
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Theodore
              Farnsworth, its Chief Executive Officer
              



     

    
      
         

      

      
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