SUBSCRIPTION
              AGREEMENT

             

            THIS
              SUBSCRIPTION AGREEMENT
              (this
“Agreement”),
              is
              dated as of ____________, 2007, by and among Purple Beverage Company,
              Inc.
              (formerly Red Carpet Entertainment, Inc.), a Nevada corporation
              (the
“Company”),
              and
              the subscribers identified on the signature page hereto (each a “Subscriber”
and
              collectively “Subscribers”).

             

            WHEREAS,
              the
              Company and the Subscribers are executing and delivering this Agreement
              in
              reliance upon an exemption from securities registration afforded by
              the
              provisions of Section 4(2), Section 4(6) and/or Regulation D (“Regulation
              D”)
              as
              promulgated by the United States Securities and Exchange Commission
              (the
“Commission”)
              under
              the Securities Act of 1933, as amended (the “1933
              Act”).

             

            WHEREAS,
              the
              parties desire that, upon the terms and subject to the conditions contained
              herein, the Company shall issue and sell to the Subscribers, as provided
              herein,
              and the Subscribers, in the aggregate, shall purchase not less than
              $3,000,000
              and not more than $3,500,000 in the aggregate (the "Purchase
              Price"):

             

            
              	 	
                      (i)

                    	
                      up
                        to 7,000,000 shares of the Company’s $.001 par value Common Stock (the
                        “Shares”)
                        at a per share purchase price of $0.50;
                        and

                    


            

             

            
              	 	
                      (ii)

                    	
                      up
                        to 7,000,000 Common Stock purchase warrants (the “Warrants”),
                        in the form annexed hereto as Exhibit
                        A,
                        exercisable to purchase an equivalent number of shares of
                        Common Stock
                        (the “Warrant
                        Shares”)
                        during the period and at the per share purchase price set
                        forth in the
                        Warrants (the “Exercise
                        Price”).

                    


            

             

            The
              Shares, the Warrants and the Warrant Shares are collectively referred
              to herein
              as the "Securities";

             

            WHEREAS,
              the
              aggregate proceeds of the sale of the Shares, and Warrants contemplated
              hereby
              shall be held in escrow pursuant to the terms of a Funds Escrow Agreement
              to be
              executed by the parties substantially in the form attached hereto as
              Exhibit
              B
              (the
“Escrow
              Agreement”).

             

            NOW,
              THEREFORE,
              in
              consideration of the mutual covenants and other agreements contained
              in this
              Agreement the Company and the Subscribers hereby agree as follows:

             

            1. Closing
              Date.
              The
“Closing
              Date”
shall
              be the date that not less than $3,000,000 Purchase Price is transmitted
              by wire
              transfer or otherwise credited to or for the benefit of the Company.
              The
              consummation of the transactions contemplated herein shall take place
              at the
              offices of Grushko & Mittman, P.C., 551 Fifth Avenue, Suite 1601, New York,
              New York 10176, upon the satisfaction or waiver of all conditions to
              closing set
              forth in this Agreement. Subject to the satisfaction or waiver of the
              terms and
              conditions of this Agreement, on the Closing Date, each Subscriber
              shall
              purchase and the Company shall sell to each Subscriber, Units (as defined
              below)
              at a price per Unit of $50,000.

             

            2. Units.
              The
              Shares and Warrants will be sold in units (“Units”).
              Each
              Unit purchased for $50,000 will entitle the Subscriber to receive 100,000
              Shares
              at an allocated Purchase Price of $0.50 per Share, and 100,000
              Warrants.

            


            3. Warrants.
              On the
              Closing Date, the Company will issue Warrants to the Subscribers. The
              Warrants
              will be exercisable at $2.00 per Warrant Share. The Warrants will be
              exercisable
              immediately on the Closing Date and for five years thereafter.

             

            
              
                
                

              

              
                1

                
                  

                

              

              
                
                

              

               

            

            4. Subscriber
              Representations and Warranties.
              Each
              Subscriber hereby represents and warrants to and agrees with the Company
              only as
              to such Subscriber that:

            


            (a) Organization
              and Standing of the Subscribers.
              If such
              Subscriber is an entity, such Subscriber is a corporation, partnership
              or other
              entity duly incorporated or organized, validly existing and in good
              standing
              under the laws of the jurisdiction of its incorporation or
              organization.

            


            (b) Authorization
              and Power.
              Such
              Subscriber has the requisite power and authority to enter into and
              perform this
              Agreement and the other Transaction Documents (defined below) and to
              purchase
              the Warrants being sold to it hereunder. The execution, delivery and
              performance
              of this Agreement and the other Transaction Documents by such Subscriber
              and the
              consummation by it of the transactions contemplated hereby and thereby
              have been
              duly authorized by all necessary corporate or partnership action, and
              no further
              consent or authorization of such Subscriber or its Board of Directors,
              stockholders, partners, members, or managers, as the case may be, is
              required.
              This Agreement and the other Transaction Documents have been duly authorized,
              executed and delivered by such Subscriber and constitutes, or shall
              constitute
              when executed and delivered, a valid and binding obligation of such
              Subscriber
              enforceable against such Subscriber in accordance with the terms
              thereof.

             

            (c) No
              Conflicts.
              The
              execution, delivery and performance of this Agreement and the other
              Transaction
              Documents and the consummation by such Subscriber of the transactions
              contemplated hereby and thereby or relating hereto do not and will
              not (i)
              result in a violation of such Subscriber’s charter documents or bylaws or other
              organizational documents or (ii) conflict with, or constitute a default
              (or an
              event which with notice or lapse of time or both would become a default)
              under,
              or give to others any rights of termination, amendment, acceleration
              or
              cancellation of any agreement, indenture or instrument or obligation
              to which
              such Subscriber is a party or by which its properties or assets are
              bound, or
              result in a violation of any law, rule, or regulation, or any order,
              judgment or
              decree of any court or governmental agency applicable to such Subscriber
              or its
              properties (except for such conflicts, defaults and violations as would
              not,
              individually or in the aggregate, have a material adverse effect on
              such
              Subscriber). Such Subscriber is not required to obtain any consent,
              authorization or order of, or make any filing or registration with,
              any court or
              governmental agency in order for it to execute, deliver or perform
              any of its
              obligations under this Agreement and the other Transaction Documents
              or to
              purchase the Securities in accordance with the terms hereof, provided
              that for
              purposes of the representation made in this sentence, such Subscriber
              is
              assuming and relying upon the accuracy of the relevant representations
              and
              agreements of the Company herein.

            


            (d) Information
              on Company.
              Such
              Subscriber has been furnished with or has had access at the EDGAR Website
              of the
              Commission to the Company's Form 10-KSB filed on April 2, 2007 for
              the fiscal
              year ended December 31, 2006, and the financial statements included
              therein,
              together with all subsequent filings made with the Commission available
              at the
              EDGAR website and the form of Form 8-K which will be filed by the Company
              in
              connection with the Merger which will include the consolidated financial
              statements of the Company and Subsidiaries (as defined in Section 5(a)
              below)
              required to be included therein (“Merger
              8-K”)
              (hereinafter referred to collectively as the "Reports").
              The
              form of Merger 8-K substantively in the form to be filed with the Commission
              is
              annexed hereto as Exhibit
              C.
              In
              addition, such
              Subscriber may have received in writing from the Company such other
              information
              concerning its operations, financial condition and other matters as
such
              Subscriber has requested in writing, identified thereon as OTHER WRITTEN
              INFORMATION (such other information is collectively, the "Other
              Written Information"),
              and
              considered all factors such
              Subscriber deems material in deciding on the advisability of investing
              in the
              Securities. 

             

            (e) Information
              on Subscriber.
              Such
              Subscriber is, and will be at the time of the exercise of the Warrants,
              an
              "accredited
              investor",
              as
              such term is defined in Regulation D promulgated by the Commission
              under the
              1933 Act, is experienced in investments and business matters, has made
              investments of a speculative nature and has purchased securities of
              United
              States publicly-owned companies in private placements in the past and,
              with its
              representatives, has such knowledge and experience in financial, tax
              and other
              business matters as to enable such
              Subscriber to utilize the information made available by the Company
              to evaluate
              the merits and risks of and to make an informed investment decision
              with respect
              to the proposed purchase, which represents a speculative investment.
              Such
              Subscriber has the authority and is duly and legally qualified to purchase
              and
              own the Securities. Such
              Subscriber is able to bear the risk of such investment for an indefinite
              period
              and to afford a complete loss thereof. The information set forth on
              the
              signature page hereto regarding such
              Subscriber is accurate.

             

            
              
                
                

              

              
                2

                
                  

                

              

              
                
                

              

               

            

            (f) Purchase
              of Units.
              On the
              Closing Date, such
              Subscriber will purchase the Shares and Warrants as principal for its
              own
              account for investment only and not with a view toward, or for resale
              in
              connection with, the public sale or any distribution thereof.

             

            (g) Compliance
              with Securities Laws.
              Such
              Subscriber understands and agrees that the Securities have not been
              registered
              under the 1933 Act or any applicable state securities laws, by reason
              of their
              issuance in a transaction that does not require registration under
              the 1933 Act
              (based in part on the accuracy of the representations and warranties
              of
such
              Subscriber contained herein), and that such Securities must be held
              indefinitely
              unless a subsequent disposition is registered under the 1933 Act or
              any
              applicable state securities laws or is exempt from such registration.
              Such
              Subscriber will comply with all applicable rules and regulations in
              connection
              with the sales of the Securities.

             

            (h) Shares
              Legend.
              The
              Shares, and the Warrant Shares shall bear the following or similar
              legend:

             

            "THE
              ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
              HAS NOT BEEN
              REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR APPLICABLE
              STATE
              SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD,
              TRANSFERRED
              OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT
              FOR
              THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B)
              AN OPINION
              OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY
              ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
              (II) UNLESS
              SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING
              THE
              FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA
              FIDE MARGIN
              ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE
              SECURITIES."

             

            (i) Warrants
              Legend.
              The
              Warrants shall bear the following or
              similar legend:

             

            "NEITHER
              THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
              NOR THE
              SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED
              UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
              LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
              OR ASSIGNED
              (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE
              SECURITIES
              UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF
              COUNSEL
              (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE
              FORM,
              THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD
              PURSUANT TO
              RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING,
              THE
              SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
              OR OTHER
              LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES."

             

            
              
                
                

              

              
                3

                
                  

                

              

              
                
                

              

            

             

            (j) Communication
              of Offer.
              The
              offer to sell the Securities was directly communicated to such Subscriber
              by the
              Company. At no time was such Subscriber presented with or solicited
              by any
              leaflet, newspaper or magazine article, radio or television advertisement,
              or
              any other form of general advertising or solicited or invited to attend
              a
              promotional meeting otherwise than in connection and concurrently with
              such
              communicated offer.

             

            (k) Authority;
              Enforceability.
              This
              Agreement and other agreements delivered together with this Agreement
              or in
              connection herewith have been duly authorized, executed and delivered
              by such
              Subscriber and are valid and binding agreements enforceable in accordance
              with
              their terms, subject to bankruptcy, insolvency, fraudulent transfer,
              reorganization, moratorium and similar laws of general applicability
              relating to
              or affecting creditors’ rights generally and to general principles of equity;
              and such Subscriber has full power and authority necessary to enter
              into this
              Agreement and such other agreements and to perform its obligations
              hereunder and
              under all other agreements entered into by such Subscriber relating
              hereto.

            


            (l) Restricted
              Securities.
              Such
              Subscriber understands that the Securities have not been registered
              under the
              1933 Act and such Subscriber will not sell, offer to sell, assign,
              pledge,
              hypothecate or otherwise transfer any of the Securities unless pursuant
              to an
              effective registration statement under the 1933 Act, or unless an exemption
              from
              registration is available. Notwithstanding anything to the contrary
              contained in
              this Agreement but subject to the Subscriber Lockup [as defined in
              Section
              4(o)], such Subscriber may transfer (without restriction and without
              the need
              for an opinion of counsel) the Securities to its Affiliates (as defined
              below)
              provided that each such Affiliate is an “accredited investor” under Regulation D
              and such Affiliate agrees to be bound by the terms and conditions of
              this
              Agreement. For the purposes of this Agreement, an “Affiliate”
of
              any
              person or entity means any other person or entity directly or indirectly
              controlling, controlled by or under direct or indirect common control
              with such
              person or entity. Affiliate includes each Subsidiary of the Company.
              For
              purposes of this definition, “control”
means
              the power to direct the management and policies of such person or firm,
              directly
              or indirectly, whether through the ownership of voting securities,
              by contract
              or otherwise.

            


            (m) No
              Governmental Review.
              Such
              Subscriber understands that no United States federal or state agency
              or any
              other governmental or state agency has passed on or made recommendations
              or
              endorsement of the Securities or the suitability of the investment
              in the
              Securities nor have such authorities passed upon or endorsed the merits
              of the
              offering of the Securities.

            


            (n) Correctness
              of Representations.
              Such
              Subscriber represents as to such Subscriber that the foregoing representations
              and warranties are true and correct as of the date hereof and, unless
              such
              Subscriber otherwise notifies the Company prior to the Closing Date,
              shall be
              true and correct as of the Closing Date.

             

            
              
                
                

              

              
                4

                
                  

                

              

              
                
                

              

            

             

            (o) Subscriber
              Lockup. Subscriber
              agrees that until six months after the Closing Date (the “Restriction
              Period”)
              without the prior, written consent of the Company, Subscriber will
              not sell,
              transfer or otherwise dispose of any Shares or Warrant Shares 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. Subscriber further agrees that the
              Company is
              authorized to place “stop orders” on its books to prevent any transfer of Shares
              or Warrant Shares held by the undersigned in violation of the terms
              of this
              Section 4(o). Upon
              the
              expiration of the Restriction Period, and for each of the successive
              six 30-day
              periods thereafter (collectively, the “Limitations
              Period”),
              Subscriber 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 purchased hereunder (which number may increase pro rata based
              upon the
              exercise by the Subscriber of the Warrants purchased hereunder. Upon
              the
              expiration of the Limitations Period, the Subscriber will no longer
              be subject
              to any contractual transfer restrictions on the disposition of any
              of the Shares
              or Warrant Shares. Notwithstanding the foregoing restrictions on transfer,
              Subscriber may, at any time and from time to time during the Restriction
              Period
              and Limitation Period, transfer all or a portion of the Shares, Warrants
              and
              Warrant Shares (i) as bona fide gifts or transfers by will or intestacy
              and (ii)
              to any trust for the direct or indirect benefit of the Subscriber or
              the
              immediate family of the Subscriber, 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 transferring Subscriber.
              The
              foregoing restrictions and limitations on transfer are referred to
              as
“Subscriber
              Lockup”. 

            


            (p) Survival.
              The
              foregoing representations and warranties shall survive the Closing
              Date.

             

            5. Company
              Representations and Warranties.
              The
              Company represents and warrants to and agrees with each Subscriber
              that:

             

            (a) Due
              Incorporation.
              The
              Company is a corporation or other entity duly incorporated or organized,
              validly
              existing and in good standing under the laws of the jurisdiction of
              its
              incorporation or organization and has the requisite corporate power
              to own its
              properties and to carry on its business as presently
              conducted. The Company is duly qualified as a foreign corporation to
              do business
              and is in good standing in each jurisdiction where the nature of the
              business
              conducted or property owned by it makes such qualification necessary,
              other than
              those jurisdictions in which the failure to so qualify would not have
              a Material
              Adverse Effect. For purposes of the Transaction Documents, a “Material
              Adverse Effect”
shall
              mean a material adverse effect on the financial condition, results
              of
              operations, prospects, properties or business of the Company and its
              Subsidiaries taken as a whole. For purposes of this Agreement, “Subsidiary”
means,
              with respect to any entity at any date, any corporation, limited or
              general
              partnership, limited liability company, trust, estate, association,
              joint
              venture or other business entity of which more than 30% of (i) the
              outstanding
              capital stock having (in the absence of contingencies) ordinary voting
              power to
              elect a majority of the board of directors or other managing body of
              such
              entity, (ii) in the case of a partnership or limited liability company,
              the
              interest in the capital or profits of such partnership or limited liability
              company or (iii) in the case of a trust, estate, association, joint
              venture or
              other entity, the beneficial interest in such trust, estate, association
              or
              other entity business is, at the time of determination, owned or controlled
              directly or indirectly through one or more intermediaries, by such
              entity. The
              Subsidiaries as of the Closing Date are set forth on Schedule
              5(a).

             

            (b) Outstanding
              Stock.
              All
              issued and outstanding shares of capital stock of the Company have
              been duly
              authorized and validly issued and are fully paid and
              non-assessable.

             

            (c) Authority;
              Enforceability.
              This
              Agreement, the Shares, the Warrants, Funds Escrow Agreement, and all
              other
              agreements delivered together with this Agreement or in connection
              herewith to
              which the Company is a party (collectively “Transaction
              Documents”)
              have
              been duly authorized, executed and delivered by the Company and are
              valid and
              binding agreements of the Company enforceable in accordance with their
              terms,
              subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
              moratorium and similar laws of general applicability relating to or
              affecting
              creditors' rights generally and to general principles of equity. The
              Company has
              full corporate power and authority necessary to enter into and deliver
              the
              Transaction Documents and to perform its obligations thereunder.

             

            
              
                
                

              

              
                5

                
                  

                

              

              
                
                

              

            

             

            (d) Capitalization
              and Additional Issuances.
              The
              authorized and outstanding capital stock of the Company and Subsidiaries
              as of
              the date of this Agreement and the Closing Date (not including the
              Securities)
              are set forth on Schedule
              5(d).
              There
              are
              no outstanding agreements or preemptive or similar rights affecting
              the Common
              Stock or equity and no outstanding rights, warrants or options to acquire,
              or
              instruments convertible into or exchangeable for, or agreements or
              understandings with respect to the sale or issuance of any shares of
              Common
              Stock or equity of the Company or Subsidiaries or other equity interest
              in the
              Company or Subsidiaries except as described on Schedule
              5(d).
              The
              Common Stock, options, warrants, agreements and other rights to acquire
              equity
              of the Company and any Subsidiary outstanding as of the last Business
              Day
              preceding the Closing Date is set forth on Schedule
              5(d).
              The
              only
              officer, director, employee and consultant stock option or stock incentive
              plan
              in effect or contemplated by the Company as of the Closing Date is
              described on
Schedule
              5(d).
              As of
              immediately after the Closing, not including the Securities, the Company
              will
              have outstanding not more than the amount of shares of Common Stock
              and not more
              than the amount of shares of Common Stock issuable upon exercise of
              warrants,
              options, commitments or agreements as set forth on Schedule
              5(d).

             

            (e) Consents.
              No
              consent, approval, authorization or order of any court, governmental
              agency or
              body or arbitrator having jurisdiction over the Company, Subsidiaries
              or any of
              their Affiliates, the OTC Bulletin Board (“Bulletin
              Board”)
              or the
              Company's shareholders is required for the execution by the Company
              of the
              Transaction Documents and compliance and performance by the Company
              of its
              obligations under the Transaction Documents, including, without limitation,
              the
              issuance and sale of the Securities. The Transaction Documents and
              the Company’s
              performance of its obligations thereunder has been unanimously approved
              by the
              Company’s Board of Directors.

             

            (f) No
              Violation or Conflict.
              Assuming the representations and warranties of the Subscribers in Section
              4 are
              true and correct, neither the issuance and sale of the Securities nor
              the
              performance of the Company’s obligations under the Transaction Documents by the
              Company will:

             

            (i) violate,
              conflict with, result in a breach of, or constitute a default (or an
              event which
              with the giving of notice or the lapse of time or both would be reasonably
              likely to constitute a default) under (A) the articles or certificate
              of
              incorporation, charter or bylaws of the Company, (B) to the Company's
              knowledge,
              any decree, judgment, order, law, treaty, rule, regulation or determination
              applicable to the Company of any court, governmental agency or body,
              or
              arbitrator having jurisdiction over the Company or over the properties
              or assets
              of the Company or any of its Affiliates, (C) the terms of any bond,
              debenture,
              note or any other evidence of indebtedness, or any agreement, stock
              option or
              other similar plan, indenture, lease, mortgage, deed of trust or other
              instrument to which the Company or any of its Affiliates is a party,
              by which
              the Company or any of its Affiliates is bound, or to which any of the
              properties
              of the Company or any of its Affiliates is subject, or (D) the terms
              of any
              "lock-up" or similar provision of any underwriting or similar agreement
              to which
              the Company, or any of its Affiliates is a party except the violation,
              conflict,
              breach, or default of which would not have a Material Adverse Effect;
              or

             

            (ii) result
              in
              the creation or imposition of any lien, charge or encumbrance upon
              the
              Securities or any of the assets of the Company or any of its Affiliates
              except
              as described herein; or

             

            
              
                
                

              

              
                6

                
                  

                

              

              
                
                

              

            

             

            (iii) result
              in
              the activation of any anti-dilution rights or a reset or repricing
              of any debt
              or security instrument of any other creditor or equity holder of the
              Company,
              nor result in the acceleration of the due date of any obligation of
              the Company;
              or

             

            (iv) will
              result in the triggering of any piggy-back registration rights of any
              person or
              entity holding securities of the Company or having the right to receive
              securities of the Company.

             

            (g) The
              Securities.
              The
              Securities upon issuance:

             

            (i) are,
              or
              will be, free and clear of any security interests, liens, claims or
              other
              encumbrances, subject to restrictions upon transfer under the 1933
              Act and any
              applicable state securities laws;

            


            (ii) have
              been, or will be, duly and validly authorized and on the date of issuance
              of the
              Shares and Warrant Shares, such Shares and Warrant Shares will be duly
              and
              validly issued, fully paid and non-assessable and if registered pursuant
              to the
              1933 Act and resold pursuant to an effective registration statement
              will be free
              trading and unrestricted;

             

            (iii) will
              not
              have been issued or sold in violation of any preemptive or other similar
              rights
              of the holders of any securities of the Company;

             

            (iv) will
              not
              subject the holders thereof to personal liability by reason of solely
              being such
              holders; and

             

            (v) assuming
              the representations and warranties of the Subscribers as set forth
              in Section 4
              hereof are true and correct, will not result in a violation of Section
              5 under
              the 1933 Act.

             

            (h) Litigation.
              There
              is no pending or, to the best knowledge of the Company, threatened
              action, suit,
              proceeding or investigation before any court, governmental agency or
              body, or
              arbitrator having jurisdiction over the Company, or any of its Affiliates
              that
              would affect the execution by the Company or the performance by the
              Company of
              its obligations under the Transaction Documents. There is no pending
              or, to the
              best knowledge of the Company, basis for or threatened action, suit,
              proceeding
              or investigation before any court, governmental agency or body, or
              arbitrator
              having jurisdiction over the Company, or any of their Affiliates which
              litigation if adversely determined would have a Material Adverse
              Effect.

             

            (i) No
              Market Manipulation.
              The
              Company and its Affiliates have not taken, and will not take, directly
              or
              indirectly, any action designed to, or that might reasonably be expected
              to,
              cause or result in stabilization or manipulation of the price of the
              Common
              Stock to
              facilitate the sale or resale of the Securities or affect the price
              at which the
              Securities may be issued or resold.

             

            (j) Information
              Concerning Company.
              The
              Reports, including the exhibits and financial statements included therewith,
              and
              Other Written Information contain all material information relating
              to the
              Company and its operations and financial condition as of their respective
              dates,
              which information is required to be disclosed therein. Since the dates
              of the
              most recent financial statements included in the Reports, and except
              as modified
              in the Other Written Information or in the Schedules hereto, there
              has been no
              Material Adverse Event relating to the Company's business, financial
              condition
              or affairs not disclosed in the Reports. The Reports, including the
              exhibits and
              financial statements included therewith, and Other Written Information
              do not
              contain any untrue statement of a material fact or omit to state a
              material fact
              required to be stated therein or necessary to make the statements therein,
              taken
              as a whole, not misleading in light of the circumstances when made.

             

            
              
                
                

              

              
                7

                
                  

                

              

              
                
                

              

            

             

            (k) Stop
              Transfer.
              The
              Company will not issue any stop transfer order or other order impeding
              the sale,
              resale or delivery of any of the Securities, except as may be required
              by any
              applicable federal or state securities laws and unless contemporaneous
              notice of
              such instruction is given to the Subscriber.

             

            (l) Defaults.
              The
              Company is not in violation of its articles of incorporation or bylaws.
              The
              Company is not in (i) default under or in violation of any other material
              agreement or instrument to which it is a party or by which it or any
              of its
              properties are bound or affected, which default or violation would
              have a
              Material Adverse Effect,
              (ii)
              default with respect to any order of any court, arbitrator or governmental
              body
              or subject to or party to any order of any court or governmental authority
              arising out of any action, suit or proceeding under any statute or
              other law
              respecting antitrust, monopoly, restraint of trade, unfair competition
              or
              similar matters, or (iii) violation of any statute, rule or regulation
              of any
              governmental authority which violation would have a Material Adverse
              Effect.

             

            (m) No
              Integrated Offering.
              Neither
              the Company, nor any of its Affiliates, nor any person acting on its
              or their
              behalf, has directly or indirectly made any offers or sales of any
              security or
              solicited any offers to buy any security under circumstances that would
              cause
              the offer of the Securities pursuant to this Agreement to be integrated
              with
              prior offerings by the Company for purposes of the 1933 Act or any
              applicable
              stockholder approval provisions, including, without limitation, under
              the rules
              and regulations of the Bulletin Board which would impair the exemptions
              relied
              upon in this Offering or the Company’s ability to timely comply with its
              obligations hereunder. Neither the Company nor any of its Affiliates
              will take
              any action or steps that would cause the offer or issuance of the Securities
              to
              be integrated with other offerings which would impair the exemptions
              relied upon
              in this Offering or the Company’s ability to timely comply with its obligations
              hereunder. The Company will not conduct any offering other than the
              transactions
              contemplated hereby that will be integrated with the offer or issuance
              of the
              Securities that would impair the exemptions relied upon in connection
              with the
              offer and sale of the Securities or the Company’s ability to timely comply with
              its obligations hereunder.

             

            (n) No
              General Solicitation.
              Neither
              the Company, nor any of its Affiliates, nor to its knowledge, any person
              acting
              on its or their behalf, has engaged in any form of general solicitation
              or
              general advertising (within the meaning of Regulation D under the 1933
              Act) in
              connection with the offer or sale of the Securities.

             

            (o) No
              Undisclosed Liabilities.
              The
              Company has no liabilities or obligations which are material, individually
              or in
              the aggregate, other than those incurred in the ordinary course of
              the Company
              business since the date of the most recent audited financial statements
              of the
              Company contained in the Reports, and which, individually or in the
              aggregate,
              would reasonably be expected to have a Material Adverse Effect,
              except
              as disclosed in the Reports or on Schedule
              5(o).

             

            (p) No
              Undisclosed Events or Circumstances.
              Since
              the date of the most recent audited financial statements of the Company
              contained in the Reports, no event or circumstance has occurred or
              exists with
              respect to the Company or its business, properties, operations or financial
              condition, that, under applicable law, rule or regulation, requires
              public
              disclosure or announcement prior to the date hereof by the Company
              but which has
              not been so publicly announced or disclosed in the Reports.

             

            (q) Dilution.
              The
              Company's executive officers and directors understand the nature of
              the
              Securities being sold hereby and recognize that the issuance of the
              Securities
              will have a potential dilutive effect on the equity holdings of other
              holders of
              the Company’s equity or rights to receive equity of the Company. The board of
              directors of the Company has concluded, in its good faith business
              judgment,
              that the issuance of the Securities is in the best interests of the
              Company. The
              Company specifically acknowledges that its obligation to issue the
              Warrant
              Shares upon exercise of the Warrants is binding upon the Company and
              enforceable
              regardless of the dilution such issuance may have on the ownership
              interests of
              other stockholders of the Company or parties entitled to receive equity
              of the
              Company.

             

            
              
                
                

              

              
                8

                
                  

                

              

              
                
                

              

            

             

            (r) No
              Disagreements with Accountants and Lawyers.
              There
              are no material disagreements of any kind presently existing, or reasonably
              anticipated by the Company to arise between the Company and the accountants
              and
              lawyers presently employed by the Company, including but not limited
              to disputes
              or conflicts over payment owed to such accountants and lawyers, nor
              have there
              been any such disagreements during the two years prior to the Closing
              Date.

            


            (s) Investment
              Company.
              Neither
              the Company nor any Affiliate of the Company is an “investment company” within
              the meaning of the Investment Company Act of 1940, as amended.

             

            (t) Foreign
              Corrupt Practices.
              Neither
              the Company, nor to the knowledge of the Company, any agent or other
              person
              acting on behalf of the Company, has (i) directly or indirectly, used
              any funds
              for unlawful contributions, gifts, entertainment or other unlawful
              expenses
              related to foreign or domestic political activity, (ii) made any unlawful
              payment to foreign or domestic government officials or employees or
              to any
              foreign or domestic political parties or campaigns from corporate funds,
              (iii)
              failed to disclose fully any contribution made by the Company (or made
              by any
              person acting on its behalf of which the Company is aware) which is
              in violation
              of law, or (iv) violated in any material respect any provision of the
              Foreign
              Corrupt Practices Act of 1977, as amended.

            


            (u) Reporting
              Company.
              The
              Company is a publicly-held company subject to reporting obligations
              pursuant to
              Section 13 of the Securities Exchange Act of 1934, as amended (the "1934
              Act")
              and
              has a class of Common Stock registered pursuant to Section 12(g) of
              the 1934
              Act. Pursuant to the provisions of the 1934 Act, the Company has timely
              filed
              all reports and other materials required to be filed thereunder with
              the
              Commission during the preceding twelve months.

            


            (v) Listing.
              The
              Company's Common Stock is quoted on the Bulletin Board under the symbol
              REDZ.
              The Company has not received any oral or written notice that its Common
              Stock is
              not eligible nor will become ineligible for listing on the Bulletin
              Board nor
              that its Common Stock does not meet all requirements for the continuation
              of
              such listing. The Company satisfies all the requirements for the continued
              listing of its Common Stock on the Bulletin Board.

            


            (w) DTC
              Status.
              The
              Company’s transfer agent is a participant in, and the Common Stock is eligible
              for transfer pursuant to, the Depository Trust Company Automated Securities
              Transfer Program. The name, address, telephone number, fax number,
              contact
              person and email address of the Company transfer agent is set forth
              on
Schedule
              5(w)
              hereto.

            


            (x) Solvency.
              Based
              on the financial condition of the Company as of the Closing Date after
              giving
              effect to the receipt by the Company of the proceeds from the sale
              of the
              Shares, (i) the Company’s fair saleable value of its assets exceeds the amount
              that will be required to be paid on or in respect of the Company’s existing
              debts and other liabilities (including known contingent liabilities)
              as they
              mature; (ii) the Company’s assets do not constitute unreasonably small capital
              to carry on its business for the current fiscal year as now conducted
              and, after
              the Closing Date as proposed to be conducted including its capital
              needs taking
              into account the particular capital requirements of the business conducted
              by
              the Company, and projected capital requirements and capital availability
              therefor; and (iii) the current cash flow of the Company, together
              with the
              proceeds the Company would receive, were it to liquidate all of its
              assets,
              after taking into account all anticipated uses of the cash, would be
              sufficient
              to pay all amounts on or in respect of its debt when such amounts are
              required
              to be paid. The Company does not intend to incur debts beyond its ability
              to pay
              such debts as they mature (taking into account the timing and amounts
              of cash to
              be payable on or in respect of its debt).

             

            
              
                
                

              

              
                9

                
                  

                

              

              
                
                

              

            

             

            (y) Company
              Predecessor and Subsidiaries.
              The
              Company makes each of the representations contained in Sections 5(a),
              (b), (c),
              (d), (e), (f), (h), (j), (l), (o), (p), (r), (s), (u), and (x) of this
              Agreement, as same relate to the Subsidiary of the Company. All representations
              made by or relating to the Company of a historical or prospective nature
              and all
              undertakings described in Sections 9(g) through 9(l) shall relate,
              apply and
              refer to the Company, Subsidiaries and their predecessors. The Company
              represents that it owns 100% of the outstanding equity of the Subsidiaries
              and
              rights to receive equity of the Subsidiaries free and clear of all
              liens,
              encumbrances and claims. No person or entity other than the Company
              has the
              right to own and receive any equity interest in the Subsidiaries.

            


            (z) Correctness
              of Representations.
              The
              Company represents that the foregoing representations and warranties
              are true
              and correct as of the date hereof in all material respects, and, unless
              the
              Company otherwise notifies the Subscribers prior to the Closing Date,
              shall be
              true and correct in all material respects as of the Closing Date; provided,
              that, if such representation or warranty is made as of a different
              date in which
              case such representation or warranty shall be true as of such date.

             

            (AA) Survival.
              The
              foregoing representations and warranties shall survive the Closing
              Date.

             

            6. Regulation
              D Offering/Legal Opinion.
              The
              offer and issuance of the Securities to the Subscribers is being made
              pursuant
              to the exemption from the registration provisions of the 1933 Act afforded
              by
              Section 4(2) or Section 4(6) of the 1933 Act and/or Rule 506 of Regulation
              D
              promulgated thereunder. On the Closing Date, the Company will provide
              an opinion
              reasonably acceptable to the Subscribers from the Company's legal counsel
              opining on the availability of an exemption from registration under
              the 1933 Act
              as it relates to the offer and issuance of the Securities and other
              matters
              reasonably requested by Subscribers. A form of the legal opinion is
              annexed
              hereto as Exhibit
              D.
              The
              Company will provide, at the Company's expense, such other legal opinions,
              if
              any, as are reasonably necessary in each Subscriber’s opinion for the issuance
              and resale of the Shares and Warrant Shares pursuant to an effective
              registration statement, Rule 144 under the 1933 Act (“Rule
              144”)
              or an
              exemption from registration.

             

            7. Broker’s
              Commission.
              The
              Company on the one hand, and each Subscriber (for himself or itself
              only) on the
              other hand, agrees to indemnify the other against and hold the other
              harmless
              from any and all liabilities to any persons claiming brokerage commissions
              or
              similar fees other than Palladium Capital Advisors, LLC (the “Broker”)
              on
              account of services purported to have been rendered on behalf of the
              indemnifying party in connection with this Agreement or the transactions
              contemplated hereby and arising out of such party’s actions. Anything in this
              Agreement to the contrary notwithstanding, each Subscriber is providing
              indemnification only for such Subscriber’s own actions and not for any action of
              any other Subscriber. Each Subscriber’s liability hereunder is several and not
              joint. The Company agrees that it will pay the Broker on the Closing
              Date an
              aggregate cash fee equal to 10% of the Purchase Price as commission,
              and 3% of
              the Purchase Price as a non-accountable expense allowance, directly
              out of the
              funds held pursuant to the Escrow Agreement (“Broker’s
              Fees”).
              The
              Company represents that there are no other parties entitled to receive
              fees,
              commissions, or similar payments in connection with the offering described
              in
              this Agreement except the Broker. On the Closing Date, the Company
              will issue to
              the Broker five year warrants to purchase Common Stock (the
              “Broker’s
              Warrants”)
              in
              an
              amount equal to 10% of the number of Shares issued pursuant to this
              Agreement.
              The terms of the Broker’s Warrants will be the same as the Warrants issued to
              the Subscribers. The Broker may designate itself, employees or other
              persons
              (the “Broker
              Holders”)
              to
              receive all or a portion of the Broker’s Warrants at Closing. All the
              representations, covenants, warranties, undertakings, remedies, liquidated
              damages, indemnification, and other rights including but not limited
              to
              reservation rights made or granted to or for the benefit of the Subscribers
              are
              hereby also made by the Company and granted to the Broker Holders.

             

            
              
                
                

              

              
                10

                
                  

                

              

              
                
                

              

            

             

            8. Subscriber’s
              Legal Fees.
              The
              Company shall pay to Grushko & Mittman, P.C., a fee of $35,000
              (“Subscriber’s
              Legal Fees”)
              (of
              which $7,500 has been paid) as reimbursement for services rendered
              to the
              Subscribers in connection with this Agreement and the purchase and
              sale of the
              Shares and Warrants (the “Offering”).
              The
              Subscriber’s Legal Fees and expenses will be payable out of funds held pursuant
              to the Escrow Agreement. Grushko & Mittman, P.C. will be reimbursed at
              Closing for all lien searches, security interest filing fees, and printing
              and
              shipping costs for the closing statements and documents to be delivered
              to
              Subscribers and for background checks on the senior management of the
              Company
              and Subsidiaries conducted on behalf of Subscribers.

             

            9. Covenants
              of the Company.
              The
              Company covenants and agrees with the Subscribers as follows:

             

            (a) Stop
              Orders.
              The
              Company will advise the Subscribers, within twenty-four hours after
              it receives
              notice of issuance by the Commission, any state securities commission
              or any
              other regulatory authority, of any stop order or of any order preventing
              or
              suspending any offering of any securities of the Company, or of the
              suspension
              of the qualification of the Common Stock of the Company for offering
              or sale in
              any jurisdiction, or the initiation of any proceeding for any such
              purpose.

             

            (b) Listing/Quotation.
              The
              Company shall promptly secure the quotation or listing of the Shares
              and Warrant
              Shares upon each national securities exchange, or automated quotation
              system
              upon which they are or become eligible for quotation or listing (subject
              to
              official notice of issuance) and shall maintain same so long as any
              Warrants are
              outstanding. The Company will maintain the quotation or listing of
              its Common
              Stock on the Bulletin Board, American Stock Exchange, National Capital
              Market,
              Nasdaq Global Market, Nasdaq Global Select Market, or New York Stock
              Exchange
              (whichever of the foregoing is at the time the principal trading exchange
              or
              market for the Common Stock (the “Principal
              Market”),
              and
              will comply in all respects with the Company's reporting, filing and
              other
              obligations under the bylaws or rules of the Principal Market, as applicable.
              The Company will provide the Subscribers copies of all notices it receives
              notifying the Company of the threatened and actual delisting of the
              Common Stock
              from any Principal Market. As of the date of this Agreement and the
              Closing
              Date, the Bulletin Board is and will be the Principal Market.

             

            (c) Market
              Regulations.
              The
              Company shall notify the Commission, the Principal Market and applicable
              state
              authorities, in accordance with their requirements, of the transactions
              contemplated by this Agreement, and shall take all other necessary
              action and
              proceedings as may be required and permitted by applicable law, rule
              and
              regulation, for the legal and valid issuance of the Securities to the
              Subscribers and promptly provide copies thereof to the Subscribers.

             

            (d) Filing
              Requirements.
              From
              the
              date of this Agreement and until the later to occur of (i) two (2)
              years after
              the Closing Date, or (ii) until all the Shares and Warrant Shares have
              been
              resold or transferred by all the Subscribers pursuant to a registration
              statement, if any, or pursuant to Rule 144, without regard to volume
              limitations
              (the date of occurrence of the second such event being the “End
              Date”),
              the
              Company will (A) cause its Common Stock to be registered under Section
              12(b) or
              12(g) of the 1934 Act, (B) comply in all respects with its reporting
              and filing
              obligations under the 1934 Act, and (C) voluntarily comply with all
              reporting
              requirements that are applicable to an issuer with a class of shares
              registered
              pursuant to Section 12(b) or Section 12(g) of the 1934 Act, if the
              Company is
              not subject to such reporting requirements. The Company will not take
              any action
              or file any document (whether or not permitted by the 1933 Act or the
              1934 Act
              or the rules thereunder) to terminate or suspend its reporting and
              filing
              obligations under said acts until the End Date. Until the End Date,
              the Company
              will continue the listing or quotation of the Common Stock on a Principal
              Market
              and will comply in all respects with the Company's reporting, filing
              and other
              obligations under the bylaws or rules of the Principal Market. The
              Company
              agrees to timely file a Form D with respect to the Securities if required
              under
              Regulation D and to provide a copy thereof to each Subscriber promptly
              after
              such filing.

             

            
              
                
                

              

              
                11

                
                  

                

              

              
                
                

              

            

             

            (e) Use
              of
              Proceeds.
              The
              proceeds of the Offering will be employed by the Company as described
              on
Schedule
              9(e).
              Except
              as set forth on Schedule
              9(e),
              the
              Purchase Price may not and will not be used for accrued and unpaid
              officer and
              director salaries, payment of financing related debt, redemption of
              outstanding
              notes or equity instruments of the Company nor non-trade obligations
              outstanding
              on a Closing Date. Until the End Date, the Company will not prepay
              any financing
              related debt obligations nor redeem any equity instruments of the
              Company.

             

            (f) Reservation.
              Prior
              to the Closing Date, and at all times thereafter, the Company shall
              have
              reserved, pro rata,
              on
              behalf of each holder of a Warrant, from its authorized but unissued
              Common
              Stock, a number of share of Common Stock equal to the amount of Warrant
              Shares
              issuable upon exercise of the Warrants. 

             

            (g)
               DTC
              Program.
              At all
              times that Warrants are outstanding, the Company will employ as the
              transfer
              agent for the Common Stock, Shares and Warrant Shares a participant
              in the
              Depository Trust Company Automated Securities Transfer Program.

             

            (h) Taxes.
              From
              the date of this Agreement and until the End Date, the Company will
              promptly pay
              and discharge, or cause to be paid and discharged, when due and payable,
              all
              lawful taxes, assessments and governmental charges or levies imposed
              upon the
              income, profits, property or business of the Company; provided, however,
              that
              any such tax, assessment, charge or levy need not be paid if the validity
              thereof shall currently be contested in good faith by appropriate proceedings
              and if the Company shall have set aside on its books adequate reserves
              with
              respect thereto, and provided, further, that the Company will pay all
              such
              taxes, assessments, charges or levies forthwith upon the commencement
              of
              proceedings to foreclose any lien which may have attached as security
              therefore.

             

            (i) Insurance.
              From
              the date of this Agreement and until the End Date, the Company will
              keep its
              assets which are of an insurable character insured by financially sound
              and
              reputable insurers against loss or damage by fire, explosion and other
              risks
              customarily insured against by companies in the Company’s line of business, in
              amounts sufficient to prevent the Company from becoming a co-insurer
              and not in
              any event less than one hundred percent (100%) of the insurable value
              of the
              property insured less reasonable deductible amounts; and the Company
              will
              maintain, with financially sound and reputable insurers, insurance
              against other
              hazards and risks and liability to persons and property to the extent
              and in the
              manner customary for companies in similar businesses similarly situated
              and to
              the extent available on commercially reasonable terms.

             

            (j) Books
              and Records.
              From the
              date of this Agreement and until the End Date, the Company will keep
              true
              records and books of account in which full, true and correct entries
              will be
              made of all dealings or transactions in relation to its business and
              affairs in
              accordance with generally accepted accounting principles applied on
              a consistent
              basis.

             

            (k) Governmental
              Authorities.
              From the
              date of this Agreement and until the End Date, the Company shall duly
              observe
              and conform in all material respects to all valid requirements of governmental
              authorities relating to the conduct of its business or to its properties
              or
              assets.

             

            (l) Intellectual
              Property.
              From
              the date of this Agreement and until the End Date, the Company shall
              maintain in
              full force and effect its corporate existence, rights and franchises
              and all
              licenses and other rights to use intellectual property owned or possessed
              by it
              and reasonably deemed to be necessary to the conduct of its business,
              unless it
              is sold for value.

             

            (m) Properties.
              From the
              date of this Agreement and until the End Date, the Company will keep
              its
              properties in good repair, working order and condition, reasonable
              wear and tear
              excepted, and from time to time make all necessary and proper repairs,
              renewals,
              replacements, additions and improvements thereto; and the Company will
              at all
              times comply with each provision of all leases to which it is a party
              or under
              which it occupies property if the breach of such provision could reasonably
              be
              expected to have a Material Adverse Effect.

             

            
              
                
                

              

              
                12

                
                  

                

              

              
                
                

              

            

             

            (n) Confidentiality/Public
              Announcement.
              From the
              date of this Agreement and until the End Date, the Company agrees that
              except in
              connection with a Form 8-K in connection with the Offering or in correspondence
              with the SEC regarding same, it will not disclose publicly or privately
              the
              identity of the Subscribers unless expressly agreed to in writing by
              each
              Subscriber to be identified but only to the extent required by law
              and then only
              upon five days prior notice to Subscriber. In any event and subject
              to the
              foregoing, the Company undertakes to file the Merger 8-K including
              a description
              of the Offering substantively in the form submitted to Subscribers,
              not later
              than the fourth business day after the Closing Date. Upon delivery
              by the
              Company to the Subscribers after the Closing Date of any notice or
              information,
              in writing, electronically or otherwise, and while Shares, Warrants,
              or Warrant
              Shares are held by such Subscribers, unless the Company has in good
              faith
              determined that the matters relating to such notice do not constitute
              material,
              nonpublic information relating to the Company or Subsidiaries, the
              Company shall
              within one business day after any such delivery publicly disclose such
              material,
              nonpublic information on a Report on Form 8-K or otherwise. In
              the event that the Company believes that a notice or communication
              to a
              Subscriber contains material, nonpublic information, relating to the
              Company or
              Subsidiaries, the Company shall so indicate to such Subscriber contemporaneously
              with delivery of such notice or information. In the absence of any
              such
              indication, such Subscriber shall be allowed to presume that all matters
              relating to such notice and information do not constitute material,
              nonpublic
              information relating to the Company or its Subsidiaries.

             

            (o) Non-Public
              Information.
              The
              Company covenants and agrees that except for the Reports, Other Written
              Information and schedules and exhibits to this Agreement, which information
              the
              Company undertakes to publicly disclose not later than the sooner of
              the
              required or actual filing date of the Merger 8-K described in Section
              9(n)
              above, neither it nor any other person acting on its behalf will at
              any time
              provide any Subscriber or its agents or counsel with any information
              that the
              Company believes constitutes material non-public information, unless
              prior
              thereto such Subscriber shall have agreed in writing to receive such
              information. The Company understands and confirms that each Subscriber
              shall be
              relying on the foregoing representations in effecting transactions
              in securities
              of the Company.

             

            (p) Further
              Registration Statements.
              Except
              in connection with the Underwritten Offering [as defined in Section
              12(a)], the
              Company will not, without the consent of the Subscribers holding a
              majority of
              the Shares and the Warrant Shares outstanding on the date consent is
              requested,
              file with the Commission or with state regulatory authorities any registration
              statement or amend any already filed registration statement to increase
              the
              amount of Common Stock registered therein, or reduce the price at which
              such
              Common Stock is registered therein, (including but not limited to Forms
              S-8),
              until the expiration of the “Exclusion
              Period,”
which
              shall be defined as twelve months after the Closing Date.

             

            (q) Blackout.
              The
              Company undertakes and covenants that without the consent of the Subscribers,
              until the end of the Exclusion Period, the Company will not enter into
              any
              acquisition, merger, exchange or sale or other transaction or fail
              to take any
              action that could have the effect of making Rule 144 unavailable to
              the
              Subscribers for unrestricted resales of the Shares without volume limitations
              or
              further restrictions on transfer for a period of twenty or more days
              in the
              aggregate during any three hundred and sixty-five day period.

             

            (r) Offering
              Restrictions.
              Until
              the expiration of the Exclusion Period, the Company will not enter
              into any
              Equity Line of Credit or similar agreement, nor issue nor agree to
              issue any
              floating or Variable Priced Equity Linked Instruments nor any of the
              foregoing
              or equity with price reset rights (collectively, the “Variable
              Rate Restrictions”).
              For
              purposes hereof, “Equity
              Line of Credit”
shall
              include any transaction involving a written agreement between the Company
              and an
              investor or underwriter whereby the Company has the right to “put” its
              securities to the investor or underwriter over an agreed period of
              time and at
              an agreed price or price formula, and “Variable
              Priced Equity Linked Instruments”
shall
              include: (A) any debt or equity securities which are convertible into,
              exercisable or exchangeable for, or carry the right to receive additional
              shares
              of Common Stock either (1) at any conversion, exercise or exchange
              rate or other
              price that is based upon and/or varies with the trading prices of or
              quotations
              for Common Stock at any time after the initial issuance of such debt
              or equity
              security, or (2) with a fixed conversion, exercise or exchange price
              that is
              subject to being reset at some future date at any time after the initial
              issuance of such debt or equity security due to a change in the market
              price of
              the Company’s Common Stock since date of initial issuance, and (B) any
              amortizing convertible security which amortizes prior to its maturity
              date,
              where the Company is required or has the option to (or any investor
              in such
              transaction has the option to require the Company to) make such amortization
              payments in shares of Common Stock which are valued at a price that
              is based
              upon and/or varies with the trading prices of or quotations for Common
              Stock at
              any time after the initial issuance of such debt or equity security
              (whether or
              not such payments in stock are subject to certain equity
              conditions).

             

            
              
                
                

              

              
                13

                
                  

                

              

              
                
                

              

            

             

            (s) Lockup
              Agreement.
              The
              Company will deliver to the Subscribers on or before the Closing Date
              and
              enforce the provisions of an irrevocable lockup agreement (each a “Lockup
              Agreement”)
              in the
              forms annexed hereto as Exhibits
              E(1), E(2), and E(3),
              with
              the persons identified on Schedule
              9(s)
              (each a
“Restricted
              Person”
and
              collectively, “Restricted
              Persons”).
              Schedule
              9(s)
              identifies the form of Lockup Agreement to which each Restricted Person
              is
              subject. The Company acknowledges that a “Transaction”
as
              defined in the Lockup Agreements annexed hereto as Exhibits
              E(2)
              and
E(3),
              has
              occurred, the Offering is also an “Event”
as
              defined in the Lockup Agreements annexed hereto as Exhibits
              E(2)
              and
E(3),
              and that
              the Subscribers are “Third-Party
              Beneficiaries”
under
              all of the Lockup Agreements. The Company acknowledges that the Subscribers
              have
              requested that the Lockup Agreements be enforced and the Company agrees
              to
              enforce the provisions of the Lockup Agreements for the benefit of
              the
              Subscribers.

             

            (t) Notices.
              For so
              long as the Subscribers hold any Securities, the Company will maintain
              a United
              States address and United States fax number for notices purposes under
              the
              Transaction Documents.

             

            10. Covenants
              of the Company Regarding Indemnification.

             

            (a) The
              Company agrees to indemnify, hold harmless, reimburse and defend the
              Subscribers, the Subscribers' officers, directors, agents, Affiliates,
              members,
              managers, control persons, and principal shareholders, against any
              claim, cost,
              expense, liability, obligation, loss or damage (including reasonable
              legal fees)
              of any nature, incurred by or imposed upon the Subscriber or any such
              person
              which results, arises out of or is based upon (i) any material misrepresentation
              by Company or breach of any representation or warranty by Company in
              this
              Agreement or in any Exhibits or Schedules attached hereto, or other
              agreement
              delivered pursuant hereto; or (ii) after any applicable notice and/or
              cure
              periods, any breach or default in performance by the Company of any
              covenant or
              undertaking to be performed by the Company hereunder, or any other
              agreement
              entered into by the Company and Subscriber relating hereto.

             

            (b) Promptly
              after receipt by Subscriber of notice of the commencement of any action,
              Subscriber shall, if a claim in respect thereof is to be made against
              the
              Company hereunder, notify the Company in writing thereof, but the omission
              so to
              notify the Company shall not relieve it from any liability which it
              may have the
              Subscriber other than under this Section 10(b) and shall only relieve
              it from
              any liability which it may have to such Subscriber under this Section
              10(b),
              except and only if and to the extent the Company is prejudiced by such
              omission.
              In case any such action shall be brought against Subscriber and it
              shall notify
              the Company of the commencement thereof, the Company shall be entitled
              to
              participate in and, to the extent it shall wish, to assume and undertake
              the
              defense thereof with counsel satisfactory to such Subscriber, and,
              after notice
              from the Company to such Subscriber of its election so to assume and
              undertake
              the defense thereof, the Company shall not be liable to such Subscriber
              under
              this Section 10(b) for any legal expenses subsequently incurred by
              such
              Subscriber in connection with the defense thereof other than reasonable
              costs of
              investigation and of liaison with counsel so selected, provided, however,
              that,
              if the defendants in any such action include both the Subscriber and
              the Company
              and the Company shall have reasonably concluded that there may be reasonable
              defenses available to Subscriber which are different from or additional
              to those
              available to the Company or if the interests of the Subscriber reasonably
              may be
              deemed to conflict with the interests of each other, the Subscriber
              and the
              Company, as a group, shall have the right to select one separate counsel,
              reasonably satisfactory to the Subscriber and Company, and to assume
              such legal
              defenses and otherwise to participate in the defense of such action,
              with the
              reasonable expenses and fees of such separate counsel and other expenses
              related
              to such participation to be reimbursed by the Company as incurred.

             

            
              
                
                

              

              
                14

                
                  

                

              

              
                
                

              

            

             

            11.1. Delivery
              of Unlegended Shares.

             

            (a) Within
              3
              business days (such third business day being the “Unlegended
              Shares Delivery Date”)
              after
              the business day on which the Company has received (i) a notice that
              Shares or
              Warrant Shares or any other Common Stock held by a Subscriber have
              been sold
              pursuant to a registration statement, if any, or Rule 144, (ii) a representation
              that the prospectus delivery requirements, or the requirements of Rule
              144, as
              applicable and if required, have been satisfied, (iii) the original
              share
              certificates representing the shares of Common Stock that have been
              sold, and
              (iv) in the case of sales under Rule 144, customary representation
              letters of
              the Subscriber and/or a Subscriber’s broker regarding compliance with the
              requirements of Rule 144, the Company at its expense, (y) shall deliver,
              and
              shall cause legal counsel selected by the Company to deliver to its
              transfer
              agent (with copies to Subscriber) an appropriate instruction and opinion
              of such
              counsel, directing the delivery of shares of Common Stock without any
              legends
              including the legend set forth in Section 4(i)
              above
              (the “Unlegended
              Shares”);
              and
              (z) cause the transmission of the certificates representing the Unlegended
              Shares together with a legended certificate representing the balance
              of the
              submitted certificate, if any, to the Subscriber at the address specified
              in the
              notice of sale, via express courier, by electronic transfer or otherwise
              on or
              before the Unlegended Shares Delivery Date.
              In the
              event that the Shares are sold in a manner that complies with an exemption
              from
              registration, the Company will promptly instruct its counsel to issue
              to the
              Company’s transfer agent an opinion permitting removal of the legend
              (indefinitely, if pursuant to Rule 144(k) of the 1933 Act, or for 90
              days if
              pursuant to the other provisions of Rule 144).

             

            (b) In
              lieu
              of delivering physical certificates representing the Unlegended Shares,
              upon
              request of a Subscriber, so long as the certificates therefor do not
              bear a
              legend and the Subscriber is not obligated to return such certificate for the
              placement of a legend thereon, the Company will cause its transfer
              agent to
              electronically transmit the Unlegended Shares by crediting the account
              of
              Subscriber’s prime broker with the Depository Trust Company through its Deposit
              Withdrawal Agent Commission system, if such transfer agent participates
              in such
              DWAC system. Such delivery must be made on or before the Unlegended
              Shares
              Delivery Date.

            


            (c) The
              Company understands that a delay in the delivery of the Unlegended
              Shares
              pursuant to Section 11 hereof later than the Unlegended Shares Delivery
              Date
              could result in economic loss to a Subscriber. As compensation to a
              Subscriber
              for such loss, the Company agrees to pay late payment fees (as liquidated
              damages and not as a penalty) to the Subscriber for late delivery of
              Unlegended
              Shares in the amount of $100 per business day after the Delivery Date
              for each
              $10,000 of purchase price of the Unlegended Shares subject to the delivery
              default. In the event damages are payable pursuant to the foregoing
              sentence and
              pursuant to Section 1.7 of the Warrant in connection with the same
              Warrant
              Shares, then the Subscriber may elect to receive liquidated damages
              under this
              Section 11.1(c) or Section 1.7 of the Warrant or Section 13(g) below.
              If during
              any 360 day period, the Company fails to deliver Unlegended Shares
              as required
              by this Section 11.1 for an aggregate of 30 days, then each Subscriber
              or
              assignee holding Securities subject to such default may, at its option,
              require
              the Company to redeem all or any portion of the Shares and Warrant
              Shares
              subject to such default at a price per share equal to the greater of
              (i) 120% of
              the purchase price of such Shares and Warrant Shares, or (ii) a fraction
              in
              which the numerator is the highest closing price of the Common Stock
              during the
              aforedescribed 30 day period and the denominator of which is the purchase
              price
              of the Shares and Exercise Price of the Warrant Shares, as the case
              may be,
              during such 30 day period, multiplied by the purchase price of the
              Shares and
              Exercise Price of the Warrant Shares, as the case may be (“Unlegended
              Redemption Amount”).
              The
              Company shall pay any payments incurred under this Section in immediately
              available funds upon demand.

             

            
              
                
                

              

              
                15

                
                  

                

              

              
                
                

              

            

             

            (d) 
              In
              addition to any other rights available to a Subscriber, if the Company
              fails to
              deliver to a Subscriber Unlegended Shares as required pursuant to this
              Agreement, within 7 business days after the Unlegended Shares Delivery
              Date and
              the Subscriber or a broker on the Subscriber’s behalf, purchases (in an open
              market transaction or otherwise) shares of common stock to deliver
              in
              satisfaction of a sale by such Subscriber of the shares of Common Stock
              which
              the Subscriber was entitled to receive from the Company (a "Buy-In"),
              then
              the Company shall pay in cash to the Subscriber (in addition to any
              remedies
              available to or elected by the Subscriber) the amount by which (A)
              the
              Subscriber's total purchase price (including brokerage commissions,
              if any) for
              the shares of Common Stock so purchased exceeds (B) the aggregate purchase
              price
              of the shares of Common Stock delivered to the Company for reissuance
              as
              Unlegended Shares together
              with interest thereon at a rate of 15% per annum accruing until such
              amount and
              any accrued interest thereon is paid in full (which amount shall be
              paid as
              liquidated damages and not as a penalty). For
              example, if a Subscriber purchases shares of Common Stock having a
              total
              purchase price of $11,000 to cover a Buy-In with respect to $10,000
              of purchase
              price of shares of Common Stock delivered to the Company for reissuance
              as
              Unlegended Shares, the Company shall be required to pay the Subscriber
              $1,000,
              plus interest. The
              Subscriber shall provide the Company written notice indicating the
              amounts
              payable to the Subscriber in respect of the Buy-In.

             

            (e) In
              the
              event a Subscriber shall request delivery of Unlegended Shares as described
              in
              Section 11.1 or Warrant Shares upon exercise of Warrants and the Company
              is
              required to deliver such Unlegended Shares pursuant to Section 11.1
              or the
              Warrant Shares pursuant to the Warrants, the Company may not refuse
              to deliver
              Unlegended Shares or Warrant Shares based on any claim that such Subscriber
              or
              any one associated or affiliated with such Subscriber has been engaged
              in any
              violation of law, or for any other reason, unless, an injunction or
              temporary
              restraining order from a court, on notice, restraining and or enjoining
              delivery
              of such Unlegended Shares or exercise of all or part of said Warrant
              shall have
              been sought and obtained by the Company or at the Company’s request or with the
              Company’s assistance,
              and the
              Company has posted a surety bond for the benefit of such Subscriber
              in the
              amount of 120% of the amount of the aggregate purchase price of the
              Shares and
              Warrant Shares which are subject to the injunction or temporary restraining
              order, which bond shall remain in effect until the final unappealable
              disposition of the litigation of the dispute and the proceeds of which
              shall be
              payable to such Subscriber to the extent Subscriber obtains judgment
              in
              Subscriber’s favor.

             

            11.2. In
              the
              event commencing one hundred and eighty-one (181) days after the Closing
              Date
              and ending one year thereafter, the Subscriber is not permitted to
              resell any of
              the Shares or Warrant Shares without any restrictive legend or if such
              sales are
              permitted but subject to volume limitations or further restrictions
              on resale as
              a result of the unavailability to Subscriber of Rule 144(k) under the
              1933 Act
              or any successor rule (a “144
              Default”),
              for
              any reason except for Subscriber’s status as an Affiliate or “control person” of
              the Company, then the Company shall pay such Subscriber as liquidated
              damages
              (“Liquidated
              Damages”)
              and
              not as a penalty an amount equal to one and one-half percent (1.5%)
              for each
              thirty (30) days (or such lesser pro-rata amount for any period less
              than thirty
              (30) days) of the purchase price of the Shares and Warrant Shares owned
              by the
              Subscriber during the pendency of the 144 Default. For purposes of
              this Section
              11.2, the entire Purchase price of the Units will be allocated to the
              Shares and
              the purchase price of actually held Warrant Shares will be the aggregate
              Exercise Price thereof. Liquidated Damages will not be payable in connection
              with Shares and Warrant Shares that are not transferable due to the
              applicability of the Subscriber Lockup. Liquidated Damages must be
              paid in cash
              within ten (10) days after each thirty (30) day period or shorter period
              for
              which Liquidated Damages are payable.

             

            
              
                
                

              

              
                16

                
                  

                

              

              
                
                

              

            

             

            11.3. Subscriber
              Questionnaire.
              Each
              Seller shall answer the questions set forth in Selling Shareholder
              Questionnaire
              (“Subscriber
              Questionnaire”)
              in the
              form attached as Exhibit
              F
              and
              deliver such completed Subscriber Questionnaire to the Company and
              Broker on or
              prior to the Closing Date. Seller represents that the information provided
              by
              such Seller shall be true and correct as of the Closing Date and the
              date such
              Subscriber Questionnaire is delivered to the Company and Broker.

            


            12. (a) Favored
              Nations Provision.
              Other
              than in connection with the Excepted Issuances (defined below), if
              at any time
              the Warrants are outstanding, or with respect to the Shares still owned
              of
              record and beneficially by a Subscriber until eighteen months after
              the Closing
              Date, if the Company shall agree to or issue (the “Lower
              Price Issuance”)
              any
              Common Stock or securities convertible into or exercisable for shares
              of Common
              Stock (or modify any of the foregoing which may be outstanding) at
              a price per
              share or conversion or exercise price per share which shall be less
              than the
              purchase price in respect of the Shares, or if less than the Exercise
              Price in
              respect of the Warrant Shares, without the consent of each Subscriber,
              then the
              Company shall issue, for each such occasion, additional shares of Common
              Stock
              to each Subscriber respecting those Shares and Warrant Shares at the
              time of the
              Lower Price Issuance so that the average per share purchase price of
              such Shares
              and Warrant Shares is equal to such other lower price per share and
              the Exercise
              Price shall automatically be reduced to such other lower price. The
              average
              purchase price of the Shares and average Exercise Price in relation
              to the
              Warrant Shares shall be calculated separately for the Shares and Warrant
              Shares.
              Common Stock issued or issuable by the Company for no consideration
              will be
              deemed issuable or to have been issued for $0.001 per share of Common
              Stock. The
              delivery to a Subscriber of the additional shares of Common Stock shall
              be not
              later than the closing date of the transaction giving rise to the requirement
              to
              issue additional shares of Common Stock. For purposes of the issuance
              and
              adjustment described in this paragraph, the issuance of any security
              of the
              Company carrying the right to convert such security into shares of
              Common Stock
              or of any warrant, right or option to purchase Common Stock shall result
              in the
              issuance of the additional shares of Common Stock upon the sooner of
              the
              agreement to or actual issuance of such convertible security, warrant,
              right or
              option and again at any time upon any subsequent issuances of shares
              of Common
              Stock upon exercise of such conversion or purchase rights if such issuance
              is at
              a price lower than the purchase price of the Shares or Exercise Price
              in effect
              upon such issuance. The rights of each Subscriber set forth in this
              Section
              12(a) are in addition to any other rights the Subscriber has pursuant
              to any
              Transaction Document, and any other agreement referred to or entered
              into in
              connection herewith or to which such Subscriber and Company are parties.
              Each
              Subscriber is also given the right to elect to substitute any term
              or terms of
              any other offering in connection with a Lower Price Issuance for any
              term or
              terms of the Offering in connection with Securities owned by such Subscriber
              as
              of the date of a Lower Price Issuance. “Excepted
              Issuances”
shall
              mean (i) full or partial consideration in connection with a strategic
              merger,
              acquisition, consolidation or purchase of substantially all of the
securities
              or assets of corporation or other entity which holders of such securities
              or
              debt are not at any time granted registration rights, (ii)
              the
              Company’s issuance of securities in connection with strategic license agreements
              and other partnering arrangements so long as such issuances are not
              for the
              purpose of raising capital and which holders of such securities or
              debt are not
              at any time granted registration rights, (iii) the Company’s issuance of Common
              Stock or the issuances or grants of options to purchase Common Stock
              to
              employees, directors, and consultants, pursuant to plans described
              on
Schedule
              5(d),
              (iv) an
              underwritten public offering that raises gross proceeds of not less
              than
              $5,000,000 from the sale of Common Stock at not less than $1.00 per
              share,
              preferred stock the initial conversion ratio for which is equivalent
              to not less
              than $1.00 per share of Common Stock, and in the case of warrants or
              options
              issued in connection therewith at exercise prices of not less than
              $1.00 per
              share (“Underwritten
              Offering”),
              and
              (v) as a result of the exercise of Warrants which are granted or issued
              pursuant
              to this Agreement on the terms described in the Transaction Documents
              as of the
              Closing Date.

             

            
              
                
                

              

              
                17

                
                  

                

              

              
                
                

              

            

             

            (b) Maximum
              Exercise of Rights.
              In the
              event the exercise of the rights described in Section 12(a) would
              or
              could result in the issuance of an amount of Common Stock of the Company
              that
              would exceed the maximum amount that may be issued to a Subscriber
              calculated in
              the manner described in Section 10 of the Warrant, then the issuance
              of such
              additional shares of Common Stock of the Company to such Subscriber
              will be
              deferred in whole or in part until such time as such Subscriber is
              able to
              beneficially own such Common Stock without exceeding the applicable
              maximum
              amount set forth calculated in the manner described in Section 7.3
              of this
              Agreement. The determination of when such Common Stock may be issued
              shall be
              made by each Subscriber as to only such Subscriber.

             

            13. Miscellaneous.

             

            (a)  Notices.
              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 E. Las Olas Blvd., #830, Ft. Lauderdale, FL 33301, Attn:
              Theodore
              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 Subscriber, to: the one or more addresses
              and facsimile
              numbers indicated on the signature pages hereto, with an additional
              copy by
              facsimile only to: Grushko & Mittman, P.C., 551 Fifth Avenue, Suite 1601,
              New York, NY 10176, facsimile: (212) 697-3575, and (iii) if to the
              Broker, to:
              Palladium Capital Advisors, LLC, 230 Park Avenue, Suite 539, New York,
              NY 10169,
              Attn: Michael Hartstein, facsimile: (646) 390-6328.

             

            (b) Entire
              Agreement; Assignment.
              This
              Agreement and other documents delivered in connection herewith represent
              the
              entire agreement between the parties hereto with respect to the subject
              matter
              hereof and may be amended only by a writing executed by the Company
              and the
              affected Subscriber and as described in Section 13(h). Neither the
              Company nor
              the Subscribers have relied on any representations not contained or
              referred to
              in this Agreement and the documents delivered herewith. No right or
              obligation
              of the Company shall be assigned without prior notice to and the written
              consent
              of the Subscribers. 

             

            (c) Counterparts/Execution.
              This
              Agreement may be executed in any number of counterparts and by the
              different
              signatories hereto on separate counterparts, each of which, when so
              executed,
              shall be deemed an original, but all such counterparts shall constitute
              but one
              and the same instrument. This Agreement may be executed by facsimile
              signature
              and delivered by facsimile transmission.

             

            (d) Law
              Governing this Agreement.
              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 and county 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 on behalf of the Company 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.

             

            
              
                
                

              

              
                18

                
                  

                

              

              
                
                

              

            

             

            (e) Specific
              Enforcement, Consent to Jurisdiction.
              The
              Company and Subscriber acknowledge and agree that irreparable damage
              would occur
              in the event that any of the provisions of this Agreement were not
              performed in
              accordance with their specific terms or were otherwise breached. It
              is
              accordingly agreed that the parties shall be entitled to seek an injunction
              or
              injunctions to prevent or cure breaches of the provisions of this Agreement
              and
              to enforce specifically the terms and provisions hereof, this being
              in addition
              to any other remedy to which any of them may be entitled by law or
              equity.
              Subject to Section 13(d) hereof, the Company hereby irrevocably waives,
              and
              agrees not to assert in any such suit, action or proceeding, any claim
              that it
              is not personally subject to the jurisdiction in New York of such court,
              that
              the suit, action or proceeding is brought in an inconvenient forum
              or that the
              venue of the suit, action or proceeding is improper. Nothing in this
              Section
              shall affect or limit any right to serve process in any other manner
              permitted
              by law.

             

            (f) Independent
              Nature of Subscribers.
              The
              Company acknowledges that the obligations of each Subscriber under
              the
              Transaction Documents are several and not joint with the obligations
              of any
              other Subscriber, and no Subscriber shall be responsible in any way
              for the
              performance of the obligations of any other Subscriber under the Transaction
              Documents. The
              Company acknowledges that each Subscriber has represented that the
              decision of
              each Subscriber to purchase Securities has been made by such Subscriber
              independently of any other Subscriber and independently of any information,
              materials, statements or opinions as to the business, affairs, operations,
              assets, properties, liabilities, results of operations, condition (financial
              or
              otherwise) or prospects of the Company which may have been made or
              given by any
              other Subscriber or by any agent or employee of any other Subscriber,
              and no
              Subscriber or any of its agents or employees shall have any liability
              to any
              Subscriber (or any other person) relating to or arising from any such
              information, materials, statements or opinions. The
              Company acknowledges that nothing contained in any Transaction Document,
              and no
              action taken by any Subscriber pursuant hereto or thereto shall be
              deemed to
              constitute the Subscribers as a partnership, an association, a joint
              venture or
              any other kind of entity, or create a presumption that the Subscribers
              are in
              any way acting in concert or as a group with respect to such obligations or the
              transactions contemplated by the Transaction Documents. The Company
              acknowledges
              that each Subscriber shall be entitled to independently protect and
              enforce its
              rights, including without limitation, the rights arising out of the
              Transaction
              Documents, and it shall not be necessary for any other Subscriber to
              be joined
              as an additional party in any proceeding for such purpose. The Company
              acknowledges that it has elected to provide all Subscribers with the
              same terms
              and Transaction Documents for the convenience of the Company and not
              because
              Company was required or requested to do so by the Subscribers. The
              Company
              acknowledges that such procedure with respect to the Transaction Documents
              in no
              way creates a presumption that the Subscribers are in any way acting
              in concert
              or as a group with respect to the Transaction Documents or the transactions
              contemplated thereby.

             

            (g) Damages.
              In the
              event the Subscriber is entitled to receive any liquidated damages
              pursuant to
              the Transaction Documents, the Subscriber may elect to receive the
              greater of
              actual damages or such liquidated damages.

             

            (h) Consent.
              As used
              in the Agreement, “consent of the Subscribers” or similar language means the
              consent of holders (the “Required
              Holders”)
              of not
              less than 70% of the total of the Shares, and Warrant Shares held by
              Subscribers
              on the date consent is requested.

             

            
              
                
                

              

              
                19

                
                  

                

              

              
                
                

              

            

             

            (i) Equal
              Treatment.
              No
              consideration shall be offered or paid to any person to amend or consent
              to a
              waiver or modification of any provision of the Transaction Documents
              unless the
              same consideration is also offered and paid to all the Subscribers
              and their
              permitted successors and assigns.

             

            (j) Maximum
              Payments.
              Nothing
              contained herein or in any document referred to herein or delivered
              in
              connection herewith shall be deemed to establish or require the payment
              of a
              rate of interest or other charges in excess of the maximum permitted
              by
              applicable law. In the event that the rate of interest or dividends
              required to
              be paid or other charges hereunder exceed the maximum permitted by
              such law, any
              payments in excess of such maximum shall be credited against amounts
              owed by the
              Company to the Subscriber and thus refunded to the Company.

             

            (k) Calendar
              Days.
              All
              references to “days” in the Transaction Documents shall mean calendar days
              unless otherwise stated. The terms “business days” and “trading days” shall mean
              days that the New York Stock Exchange is open for trading for three
              or more
              hours. Time periods shall be determined as if the relevant action,
              calculation
              or time period were occurring in New York City. Any deadline that falls
              on a
              non-business day in any of the Transaction Documents shall be automatically
              extended to the next business day and interest, if any, shall be calculated
              and
              payable through such extended period. 

            


            (l) Captions:
              Certain Definitions.
              The
              captions of the various sections and paragraphs of this Agreement have
              been
              inserted only for the purposes of convenience; such captions are not
              a part of
              this Agreement and shall not be deemed in any manner to modify, explain,
              enlarge
              or restrict any of the provisions of this Agreement. As used in this
              Agreement
              the term “person”
shall
              mean and include an individual, a partnership, a joint venture, a corporation,
              a
              limited liability company, a trust, an unincorporated organization
              and a
              government or any department or agency thereof.

             

            (m) Severability.
              In the
              event that any term or provision of this Agreement shall be finally
              determined
              to be superseded, invalid, illegal or otherwise unenforceable pursuant
              to
              applicable law by an authority having jurisdiction and venue, that
              determination
              shall not impair or otherwise affect the validity, legality or enforceability:
              (i) by or before that authority of the remaining terms and provisions
              of this
              Agreement, which shall be enforced as if the unenforceable term or
              provision
              were deleted, or (ii) by or before any other authority of any of the
              terms and
              provisions of this Agreement.

             

            (n) Successor
              Laws.
              References in the Transaction Documents to laws, rules, regulations
              and forms
              shall also include successors to and functionally equivalent replacements
              of
              such laws, rules, regulations and forms. A successor rule to 144(k)
              shall
              include any rule that would be available to a non-Affiliate of the
              Company for
              the sale of Common Stock not subject to volume restrictions.

             

            
              
                
                

              

              
                20

                
                  

                

              

              
                
                

              

            

             

            SIGNATURE
              PAGE TO SUBSCRIPTION AGREEMENT

            


            Please
              acknowledge your acceptance of the foregoing Subscription Agreement
              by signing
              and returning a copy to the undersigned whereupon it shall become a
              binding
              agreement between us.

            
              	 	 	 
	 	
                      PURPLE
                        BEVERAGE COMPANY, INC.

                      a
                        Nevada corporation

                    
	 
 	 
 	 
 
	
                    	By:  	
                    
	 	
                      

                      Name:
                        

                    
	 	Title:
                      President
	 	 
	 	Dated:
                      _________________, 2007


            

            


            


            
              	
                      SUBSCRIBER

                    	 	
                      AGGREGATE
                        PURCHASE PRICE (CASH)

                    	 	
                      SHARES

                    	 	
                      WARRANTS

                    
	
                      Name
                        of Subscriber: 

                       

                      ______________________________________

                       

                      Address:
                        _______________________________

                       

                      ______________________________________

                       

                      Fax
                        No.: ______________________________

                      Email
                        address (not for notice purposes): _________________________

                      Social
                        Security Number or Taxpayer ID# 

                      (if
                        applicable): _________________________

                      Jurisdiction
                        of organization (for entities): __________________________

                       

                       

                      ______________________________________

                      (Signature)

                       

                      By:
                        ___________________________________

                      Name:
                        ________________________________

                      Title:
                        _________________________________

                    	 	 	 	 	 	 


            

            


            
              
                
                

              

              
                21

                
                  

                

              

              
                
                

              

            


            LIST
              OF EXHIBITS AND SCHEDULES

            

              
                	
                        Exhibit
                          A

                      	 	
                        Form
                          of Warrant

                      
	
                        Exhibit
                          B

                      	 	
                        Escrow
                          Agreement

                      
	
                        Exhibit
                          C

                      	 	
                        Form
                          of Merger 8-K

                      
	
                        Exhibit
                          D

                      	 	
                        Form
                          of Legal Opinions

                      
	
                        Exhibit
                          E(1)

                      	 	
                        Form
                          of Lockup Agreement (Insider Group)

                      
	
                        Exhibit
                          E(2)

                      	 	
                        Form
                          of Lockup Agreement (Service Providers)

                      
	
                        Exhibit
                          E(3)

                      	 	
                        Form
                          of Lockup Agreement (Venture Beverage Investors)

                      
	
                        Exhibit
                          F

                      	 	
                        Subscriber
                          Questionnaire

                      
	
                        Schedule
                          5(a)

                      	 	
                        Subsidiaries

                      
	
                        Schedule
                          5(d)

                      	 	
                        Additional
                          Issuances / Capitalization

                      
	
                        Schedule
                          5(o)

                      	 	
                        Undisclosed
                          Liabilities

                      
	
                        Schedule
                          5(w)

                      	 	
                        Transfer
                          Agent

                      
	
                        Schedule
                          9(e)

                      	 	
                        Use
                          of Proceeds

                      
	
                        Schedule
                          9(s)

                      	 	
                        Lockup
                          Agreement Providers

                      


              

            

             

            
              
                
                

              

              
                22

                
                  

                

              

              
                
                

              

            


            EXHIBIT
              E

            


            LOCKUP
              AGREEMENT


            


            This
              AGREEMENT (the "Agreement") is made as of the ____ day of __________,
              2007, by
              _________________ ("Holder"), maintaining an address at c/o Purple
              Beverage Company, Inc., 450 E. Las Olas Blvd., #830, Ft. Lauderdale,
              FL 33301,
              facsimile:
              (954)
              462-8758,
              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 the sooner of (i) eighteen months after the date hereof,
              or (ii)
              the Registration Statement (as defined in the Subscription Agreement)
              has been
              effective for 270 days (“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 not to allow to occur 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, (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, and (iii)
              in bona
              fide sales for cash at more than $4.00 per share of Common Stock; provided,
              that, in the case of any gift or transfer described in clauses (i),
              (ii), and
              (iii), 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.

             

            
              
                
                

              

              
                23

                
                  

                

              

              
                
                

              

            

             

            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. 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 E. Las Olas Blvd., #830, Ft. Lauderdale, FL 33301, Attn:
              Theodore
              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. Each
              party 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 such party 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.

             

            
              
                
                

              

              
                24

                
                  

                

              

              
                
                

              

            

             

            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 ___________ ___, 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.

            


            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:

                    
	
                    	 	
                    
	
                    	 	    

	 	 	(Signature
                      of Holder)
	 	 	 
	 	 	  

	 	 	(Print
                      Name of Holder)
	 	 	 
	 	 	   

	 	 	
                      Number
                        of Shares of Common Stock

                      Actually
                        Owned

                    
	 	 	 
	 	 	  

	 	 	
                      Number
                        of Shares of Common Stock

                      Beneficially
                        Owned. (Describe such shares

                      and
                        related instruments on next page)

                    
	 	 	 
	 	 	 
	 	 	
                      COMPANY:

                    
	 	 	 
	 	 	PURPLE
                      BEVERAGE COMPANY, INC.
	 	 	 
	 	 	
                      By:  

                      
                        

                      

                    


            

             

            
              
                
                

              

              
                25

                
                  

                

              

              
                
                

              

            


            EXHIBIT
              F

            


            SUBSCRIBER
              QUESTIONNAIRE

            


            I. The
              Subscriber represents and warrants that he or it comes within one category
              marked
              below,
              and
              that for any category marked, he or it has truthfully set forth, where
              applicable, the factual basis or reason the Subscriber comes within
              that
              category. ALL INFORMATION IN RESPONSE TO THIS SECTION WILL BE KEPT
              STRICTLY
              CONFIDENTIAL. The undersigned shall furnish any additional information
              which
              Purple Beverage Company, Inc. (the “Company”) deems necessary in order to verify
              the answers set forth below.

            

              
                	
                        Category
                          A  ___

                      	 	
                        The
                          undersigned is an individual (not a partnership, corporation,
                          etc.) whose
                          individual net worth, or joint net worth with his or her
                          spouse, presently
                          exceeds $1,000,000.

                      
	 	 	 
	 	 	
                        Explanation.
                          In calculating net worth you may include equity in personal
                          property and
                          real estate, including your principal residence, cash,
                          short-term
                          investments, stock and securities. Equity in personal property
                          and real
                          estate should be based on the fair market value of such
                          property less debt
                          secured by such property.

                      
	 	 	 
	
                        Category
                          B  ___

                      	 	
                        The
                          undersigned is an individual (not a partnership, corporation,
                          etc.) who
                          had an individual income in excess of $200,000 in each
                          of the two most
                          recent years, or joint income with his or her spouse in
                          excess of $300,000
                          in each of those years (in each case including foreign
                          income, tax exempt
                          income and full amount of capital gains and losses but
                          excluding any
                          income of other family members and any unrealized capital
                          appreciation)
                          and has a reasonable expectation of reaching the same income
                          level in the
                          current year.

                      
	 	 	 
	
                        Category
                          C  ___

                      	 	
                        The
                          undersigned is a director or executive officer of the Company
                          which is
                          issuing and selling the Company’s $.001 par value Common Stock (the
                          “Shares”)
                          and common stock purchase warrants (the “Warrants”)
                          (collectively referred to as the “Securities”).

                      
	 	 	 
	
                        Category
                          D   ___

                      	 	
                        The
                          undersigned is a bank; savings and loan association; registered
                          broker-dealer; insurance company; registered investment
                          company;
                          registered business development company; licensed small
                          business
                          investment company (“SBIC”);
                          any plan established and maintained by a state, its political
                          subdivisions, or any agency or instrumentality of a state
                          or its political
                          subdivisions, for the benefit of its employees, if such
                          plan has total
                          assets in excess of $5,000,000; or employee benefit plan
                          within the
                          meaning of Title 1 of ERISA and (a) the investment decision
                          is made by a
                          plan fiduciary which is either a bank, savings and loan
                          association,
                          insurance company or registered investment advisor, or
                          (b) the plan has
                          total assets in excess of $5,000,000 or is a self directed
                          plan with
                          investment decisions made solely by persons that are accredited
                          investors.

                      
	 	 	 
	 	 	
                        __________________________________________

                      
	 	 	 
	 	 	
                        __________________________________________

                      
	 	 	
                        (describe
                          entity)

                      


              

            

             

            
              
                
                

              

              
                26

                
                  

                

              

              
                
                

              

            

             

            
              

                
                  	
                          Category
                            E  ___

                        	 	
                          The
                            undersigned is a private business development company
                            as defined in
                            section 202(a)(22) of the Investment Advisors Act of
                            1940.

                        
	 	 	 
	 	 	
                          __________________________________________

                        
	 	 	 
	 	 	
                          __________________________________________

                        
	 	 	
                          (describe
                            entity)

                        
	 	 	 
	
                          Category
                            F  ___

                        	 	
                          The
                            undersigned is either a corporation, partnership, Massachusetts
                            business
                            trust, or non-profit organization within the meaning
                            of Section 501(c)(3)
                            of the Internal Revenue Code, in each case not formed
                            for the specific
                            purpose of acquiring the Securities and with total assets
                            in excess of
                            $5,000,000.

                        
	 	 	 
	 	 	
                          __________________________________________

                        
	 	 	 
	 	 	
                          __________________________________________

                        
	 	 	
                          (describe
                            entity)

                        
	 	 	 
	
                          Category
                            G  ___

                        	 	
                          The
                            undersigned is a trust with total assets in excess of
                            $5,000,000, not
                            formed for the specific purpose of acquiring the Securities,
                            where the
                            purchase is directed by a “sophisticated person” as defined in Regulation
                            506(b)(2)(ii) under the Securities Act.

                        
	 	 	 
	
                          Category H   ___

                        	 	
                          The
                            undersigned is an entity (other than a trust) all the
                            equity owners of
                            which are “accredited investors” within one or more of the above
                            categories. If relying upon this Category alone, each
                            equity owner must
                            complete a separate copy of this Agreement.

                        
	 	 	 
	 	 	
                          __________________________________________

                        
	 	 	 
	 	 	
                          __________________________________________

                        
	 	 	
                          (describe
                            entity)

                        
	 	 	 
	
                          Category I  ___

                        	 	The
                          undersigned is not within any of the categories above and
                          is therefore not
                          an accredited investor.


                

              

               

            

            (a)
              As
              used herein, the term “net worth” means the excess of total assets at fair
              market value (including home and personal property) over total liabilities
              (including mortgage). For purposes hereof, “individual income” means adjusted
              gross income less any income attributable to a spouse or to property
              owned by a
              spouse, increased by the following amounts (but not including any amounts
              attributable to a spouse or to property owned by a spouse): (i) the
              amount of
              any interest income received which is tax-exempt under Section 103
              of the
              Internal Revenue Code of 1986, as amended (the “Code”),
              (ii)
              the amount of losses claimed as a limited partner in a limited partnership
              (as
              reported on Schedule E of Form 1040), (iii) any deduction claimed for
              depletion
              under Section 611 et seq. of the Code, and (iv) any amount by which
              income from
              long-term capital gains has been reduced in arriving at adjusted gross
              income
              pursuant to the provisions of Section 12.02 of the Code.

            


            The
              undersigned agrees that the undersigned will notify the Company at
              any time on
              or prior to the execution of this Agreement in the event that the
              representations and warranties in this Agreement shall cease to be
              true,
              accurate and complete.

             

            
              
                
                

              

              
                27

                
                  

                

              

              
                
                

              

            

             

            II. SUITABILITY
              (please
              answer each question)

            


            (a) For
              an
              individual Subscriber, please describe your current employment, including
              the
              company by which you are employed and its principal business:

            ______________________________________________________________________________________________________

            
              ______________________________________________________________________________________________________

              ______________________________________________________________________________________________________



            (b) For
              an
              individual Subscriber, please describe any college or graduate degrees
              held by
              you:

            
              ______________________________________________________________________________________________________

              ______________________________________________________________________________________________________



            (c) For
              all
              Subscribers, please list types of prior investments: 

            
              ______________________________________________________________________________________________________

              ______________________________________________________________________________________________________

              ______________________________________________________________________________________________________

            

            


            (d) For
              all
              Subscribers, please state whether you have you participated in other
              private
              placements
              before:

            


            YES_______   NO_______

            


            (e) If
              your
              answer to question (d) above was “YES”, please indicate frequency of such prior
              participation in private
              placements
              of:

             

            
              
                	 	 	
                        Public

                        Companies

                      	 	
                        Private

                        Companies

                      
	 	
                        Frequently

                      	
                        _________ 

                      	 	
                        _________ 

                      
	 	
                        Occasionally

                      	
                        _________ 

                      	 	
                        _________ 

                      
	 	
                        Never

                      	
                        _________ 

                      	 	
                        _________ 

                      


              

            

             

            (f) For
              individual Subscribers, do you expect your current level of income
              to
              significantly decrease in the foreseeable future:

            


            YES_______   NO_______

            


            (g) For
              trust, corporate, partnership and other institutional Subscribers,
              do you expect
              your total assets to significantly decrease in the foreseeable future:
              

            


            YES_______   NO_______

            


            (h) For
              all
              Subscribers, do you have any other investments or contingent liabilities
              which
              you reasonably anticipate could cause you to need sudden cash requirements
              in
              excess of cash readily available to you: 

            


            YES_______   NO_______

            


            (i) For
              all
              Subscribers, are you familiar with the risk aspects and the non-liquidity
              of
              investments such as the Securities for which you seek to subscribe?

            


            YES_______   NO_______

             

            
              
                
                

              

              
                28

                
                  

                

              

              
                
                

              

            

             

            (j) For
              all
              Subscribers, do you understand that there is no guarantee of financial
              return on
              this investment and that you run the risk of losing your entire
              investment?

            


            YES_______   NO_______


            


            III. MANNER
              IN WHICH TITLE IS TO BE HELD.
              (circle one)

            


            (a) 
Individual
              Ownership

             

            (b)            
              Community
              Property 

             

            (c) 
Joint
              Tenant with Right of 

             
              Survivorship (both parties
              must
              sign)

             

            (d)            
              Partnership*

             

            (e)             Tenants
              in Common

             

            (f) 
Corporation*

             

            (g)            
              Trust*

             

            (h)            
              Limited
              Liability Company*

             

            (i) 
Other

            


            *If
              Securities are being subscribed for by an entity, the attached Certificate
              of
              Signatory must also be completed.

            


            IV. NASD
              AFFILIATION.

            


            Are
              you
              affiliated or associated with an NASD member firm (please
              check one):

            


            Yes
              _________  No
              __________

            


            If
              Yes,
              please describe:

            _________________________________________________________

            _________________________________________________________

            _________________________________________________________

            


            *If
              Subscriber is a Registered Representative with an NASD member firm,
              have the
              following acknowledgment signed by the appropriate party:

            


            The
              undersigned NASD member firm acknowledges receipt of the notice required
              by Rule
              3050 of the NASD Conduct Rules.

            


            _________________________________

            Name
              of
              NASD Member Firm

            


            By:
              ______________________________

            Authorized
              Officer

            


            Date:
              ____________________________

            


            
              
                
                

              

              
                29

                
                  

                

              

              
                
                

              

            

            


            V. The
              undersigned is informed of the significance to the Company of the foregoing
              representations and answers contained in the Confidential Investor
              Questionnaire
              contained herein and such answers have been provided under the assumption
              that
              the Company will rely on them.

            


            VI. In
              furnishing the above information, the undersigned acknowledges that
              the Company
              will be relying thereon in determining, among other things, whether
              there are
              reasonable grounds to believe that the undersigned qualifies as a Purchaser
              under Section 4(2) and/or Regulation D of the Securities Act of 1933
              and
              applicable state securities laws for the purposes of the proposed
              investment.

            


            VII. The
              undersigned understands and agrees that the Company may request further
              information of the undersigned in verification or amplification of
              the
              undersigned's knowledge of business affairs, the undersigned's assets
              and the
              undersigned's ability to bear the economic risk involved in an investment
              in the
              securities of the Company. 

            


            VIII. The
              undersigned represents to you that (a) the information contained herein
              is
              complete and accurate on the date hereof and may be relied upon by
              you and (b)
              the undersigned will notify you immediately of any change in any such
              information occurring prior to the acceptance of the subscription and
              will
              promptly send you written confirmation of such change. The undersigned
              hereby
              certifies that he, she or it has read and understands the Subscription
              Agreement
              related hereto.

             

            IX. In
              order
              for the Company to comply with applicable anti-money laundering/U.S.
              Treasury
              Department Office of Foreign Assets Control (“OFAC”)
              rules
              and regulations, Subscriber is required to provide the following
              information:

             

            1. Payment
              Information

             

            (a)
              Name
              and address (including country) of the bank from which Subscriber’s payment to
              the Company is being wired (the “Wiring
              Bank”):

             

            _______________________________________

             

            _______________________________________

             

            _______________________________________

             

            _______________________________________

             

            
              	 	
                      (b)

                    	
                      Subscriber’s
                        wiring instructions at the Wiring
                        Bank:

                    


            

             

            _______________________________________

             

            _______________________________________

             

            _______________________________________

            


             

            (c)
              Is
              the Wiring Bank located in the U.S. or another “FATF
              Country”*?

             

            
              
                

              

            

            * 
              As of
              the date hereof, countries that are members of the Financial Action
              Task Force
              on Money Laundering (“FATF
              Country”)
              are:
              Argentina, Australia, Austria, Belgium, Brazil, Canada, Denmark, Finland,
              France, Germany, Greece, Hong Kong, Iceland, Ireland, Italy, Japan,
              Luxembourg,
              Mexico, Kingdom of the Netherlands, New Zealand, Norway, Portugal,
              Russian
              Federation, Singapore, South Africa, Spain, Sweden, Switzerland, Turkey,
              United
              Kingdom and the United States of America.

             

            
              
                
                

              

              
                30

                
                  

                

              

              
                
                

              

            

             

            _____
              Yes ______
              No

             

            (d)
              Is
              Subscriber a customer of the Wiring Bank? 

            


            _____
              Yes ______
              No


             

            2. Additional
              Information
              (N.B.:
              this Section applies only to prospective investors who responded “no” to either
              of Question I(c) or I(d) above.)

             

            The
              following materials must be provided to the Company (forms will be
              provided by
              the Company upon request):

             

            For
              Individual Investors:

            
              


              
                	 	
                        _____
                          

                      	
                        A
                          government issued form of picture identification (e.g.,
                          passport or drivers
                          license).


                      


              

               

            

            
              
                	 	
                        _____
                          

                      	
                        Proof
                          of the individual’s current address (e.g.,
                          current utility bill), if not included in the form of picture
                          identification.

                      


              

               

            

            For
              Funds of Funds or Entities that Invest on Behalf of Third Parties Not
              Located in
              the U.S. or Other FATP Countries:

            


            
              	 	
                      _____
                        

                    	
                      A
                        certificate of due formation and organization and continued
                        authorization
                        to conduct business in the jurisdiction of its organization
                        (e.g.,
                        certificate of good standing).

                    


            

             

            
              	 	
                      _____

                    	
                      An
                        “incumbency certificate” attesting to the title of the individual
                        executing these subscription materials on behalf of the prospective
                        investor.

                    


            

             

            
              	 	
                      _____

                    	
                      A
                        completed copy of a certification that the entity has adequate
                        anti-money
                        laundering policies and procedures (“AML
                        Policies and Procedures”)
                        in place that are consistent with the USA PATRIOT Act, OFAC
                        and other
                        relevant federal, state or non-U.S. anti-money laundering
                        laws and
                        regulations (with a copy of the entity’s current AML Policies and
                        Procedures to which such certification
                        relates).

                    


            

             

            
              	 	
                      _____

                    	
                      A
                        letter of reference from the entity’s local office of a reputable bank or
                        brokerage firm that is incorporated, or has its principal
                        place of
                        business located, in the U.S. or other FATF Country certifying
                        that the
                        prospective investor maintains an account at such bank/brokerage
                        firm for
                        a length of time and containing a statement affirming the
                        prospective
                        investor’s integrity.

                    


            

             

            For
              all other Entity Investors:

            


            
              	 	
                      _____

                    	
                      A
                        certificate of due formation and organization and continued
authorization
                        to conduct business in the jurisdiction of its organization
                        (e.g.,
                        certificate of good
                        standing).

                    


            

             

            
              	 	
                      _____

                    	
                      An
                        “incumbency certificate” attesting to the title of the individual
                        executing these subscription materials on behalf of the prospective
                        investor. 

                    


            

            
              
                
                

              

              
                31

                
                  

                

              

              
                
                

              

            

            
               

              
                	 	
                        _____
                          

                      	
                        A
                          letter of reference from the entity’s local office of a reputable bank or
                          brokerage firm that is incorporated, or has its principal
                          place of
                          business located, in the U.S. or other FATF Country certifying
                          that the
                          prospective investor maintains an account at such bank/brokerage
                          firm for
                          a length of time and containing a statement affirming the
                          prospective
                          investor’s integrity.

                      


              

               

            

            
              	 	
                      _____

                    	
                      If
                        the prospective investor is a privately-held entity, a certified
                        list of
                        the names of every person or entity who is directly or indirectly
                        the
                        beneficial owner of 25% or more of any voting or non-voting
                        class of
                        equity interests of the Subscriber, including (i) country
                        of citizenship
                        (for individuals) or principal place of business (for entities)
                        and, (ii)
                        for individuals, such individual’s principal employer and
                        position.

                    


            

            


            
              	 	
                      _____

                    	
                      If
                        the prospective investor is a trust, a certified list of
                        (i) the names of
                        the current beneficiaries of the trust that have, directly
                        or indirectly,
                        25% or more of any interest in the trust, (ii) the name of
                        the settler of
                        the trust, (iii) the name(s) of the trustee(s) of the trust,
                        and (iv) the
                        country of citizenship (for individuals) or principal place
                        of business
                        (for entities).

                    


            

            


            ARTICLE
              X.  ADDITIONAL
              INFORMATION

            


            A
              TRUST
              MUST ATTACH A COPY OF ITS DECLARATION OF TRUST OR OTHER GOVERNING INSTRUMENT,
              AS
              AMENDED, AS WELL AS ALL OTHER DOCUMENTS THAT AUTHORIZE THE TRUST TO
              INVEST IN
              THE SECURITIES. ALL RESOLUTIONS AND DOCUMENTATION MUST BE COMPLETE
              AND CORRECT
              AS OF THE DATE HEREOF.

            


            
              
                
                

              

              
                32

                
                  

                

              

              
                
                

              

            

             

            EXECUTION
              PAGE

            


            PURCHASE
              PRICE = $_____________ (US Dollars)

            


            NUMBER
              OF SHARES OF COMMON STOCK = _______________
              

            


            NUMBER
              OF WARRANTS = __________________


            

              
                	  
	 	  

	
                        Signature

                      	 	
                        Signature
                          (if purchasing jointly)

                      
	 	 	 
	  
	 	  

	
                        Name
                          Typed or Printed

                      	 	
                        Name
                          Typed or Printed

                      
	 	 	 
	  
	 	  

	
                        Entity
                          Name

                      	 	
                        Entity
                          Name

                      
	 	 	 
	  
	 	  

	
                        Address

                      	 	
                        Address

                      
	 	 	 
	  
	 	  

	
                        City,
                          State and Zip Code

                      	 	
                        City,
                          State and Zip Code

                      
	 	 	 
	  
	 	  

	
                        Telephone-Business

                      	 	
                        Telephone-Business

                      
	 	 	 
	  
	 	  

	
                        Telephone-Residence

                      	 	
                        Telephone-Residence

                      
	 	 	 
	  
	 	  

	
                        Facsimile-Business

                      	 	
                        Facsimile-Business

                      
	 	 	 
	  
	 	  

	
                        Facsimile-Residence

                      	 	
                        Facsimile-Residence

                      
	 	 	 
	  
	 	  

	
                        Tax
                          ID # or Social Security #

                      	 	
                        Tax
                          ID # or Social Security #

                      
	 	 	 
	  
	 	 
	Email
                        Address	 	 
	 	 	 
	Name
                        in which the Securities should be issued:
                        	 	 ____________________
	 	 	 
	Dated: 
                        ________________, 2007	 	 


              

            

            


            This
              Confidential Subscriber Questionnaire is executed as of ___________________,
              2007.

             

            
              	 	 	 
	
                    	By:  	
                    
	 	
                      
Name:
                      
	 	
                      Title:

                    


            

             

            
              
                
                

              

              
                33