CERTAIN
      INFORMATION (INDICATED BY ASTERISKS) IN THIS EXHIBIT HAS BEEN OMITTED AND FILED
      SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT
      HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

    


    DISTRIBUTION
      AGREEMENT

    


    This
      Distribution Agreement (the "Agreement") is dated as of the 26th day of March
      ,
      2008 and is by and between PURPLE BEVERAGE COMPANY, Inc a Nevada corporation
      (hereinafter called "Supplier" (the "Supplier"), with its principal place of
      business at 450 East Las Olas Boulevard, Suite 830, Ft. Lauderdale, Florida
      33301 and B & E Juice Co. (the "Distributor" and sometimes collectively
      referred to herein with the Supplier as the "Parties"), a Connecticut
      Corporation with its principal place of business at 1085 Connecticut Ave.,
      Bridgeport, Connecticut 06607 (the "Premises").

     

    RECITALS:

    


    WHEREAS,
      Supplier manufactures, sells, distributes and promotes the sale of beverages
      bearing the trademarks which Supplier represents and warrants are either owned
      by or licensed to Supplier (collectively, the "Trademarks") (and the beverages
      bearing such Trademarks are collectively referred to herein as "Supplier's
      Beverages"); and

     

    WHEREAS,
      Distributor desires to sell, distribute, market and assist Supplier in the
      promotion of the sale of Supplier's Beverages and Supplier desires to grant
      the
      Distributor the right to sell, distribute, market and promote the sale of
      Supplier's Beverages (Supplier's Beverages are sometimes collectively referred
      to as the "Products" and individually, a "Product").

     

    NOW,
      THEREFORE, in consideration of the mutual covenants contained herein, and other
      good and valuable consideration each to other the in hand paid and received,
      the
      Parties agree as follows:

     

    1. Territory.
      Supplier hereby grants to the Distributor:

     

    A. The
      sole
      and exclusive right to sell, distribute, market and promote the Products within
      the territory described in Schedule 1.A.1 annexed and incorporated herein by
      this reference (the "Territory") through all sales channels (a complete list
      of
      the Products is annexed as Schedule 1.A.2 and incorporated herein by this
      reference);

     

    B. The
      sole
      and exclusive right of first refusal to sell, distribute, market and promote
      the
      beverages of Supplier's subsidiaries and related and affiliated entities
      (collectively, Supplier's Related Companies") each bearing trademarks which
      Supplier and the respective subsidiary and related or affiliated entity
      represents and warrants are either owned by or licensed to Supplier's Related
      Companies [and together with the Trademarks are collectively referred to herein
      as the Trademarks][and the beverages of Supplier's Related Companies together
      with the Supplier's Beverages are referred to herein as "Supplier's Beverages"
      which are collectively referred to herein as the "Products"], and

     

    C. A
      royalty-free, non-exclusive, nontransferable right to use the Trademarks in
      connection with its performance under this Agreement (a complete list of the
      Trademarks is annexed as Schedule 1.0 and is incorporated herein by this
      reference and the Schedule may be amended from time to time to include
      additional Products).

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    2. Term.
      This
      Agreement shall be for a term of five (5) years commencing on the date set
      forth
      above and terminating on March 26th, 2013 (the "Initial Term"). The Initial
      Term
      shall be automatically renewed for successive terms of five (5) years each
      unless either Supplier or Distributor notifies the other in writing (the "Notice
      of Termination") not less than one hundred twenty (120) days prior to the
      expiration of the Initial Term or any subsequent term of its intent not to
      renew
      (the date of receipt of such notice, the "Notice Date"). In the event of timely
      notification of the Notice of Termination, the termination shall be effective
      as
      of the end of the then-existing five (5) year term.

     

    3. Termination
      Payment - Non-Renewal.

     

    A. If
      Supplier elects to terminate or not renew this Agreement beyond the expiration
      date of the then applicable term, Supplier will pay to Distributor a termination
      fee (the "Termination Payment") as follows:

     

    1. The
      Termination Payment shall be that amount which is equal to [***].

     

    2. Supplier
      shall pay the Termination Payment to Distributor by bank or certified check
      within ten (10) days of the effective date of termination. If such payment
      is
      not timely paid and actually received the Termination Payment shall bear
      interest at 2% over prime then established by Citigroup, N.A., or if Citigroup,
      N.A. does not then exist a financial institution of like kind, until fully
      paid.
      Additionally, until the Termination Payment is actually received by Distributor,
      Supplier shall be prohibited from engaging the services of another distributor
      and if Supplier does engage the services of another distributor without making
      the Termination Payment, Supplier shall be liable to Distributor, as and for
      liquidated damages, that amount equal to the "profit" made by Distributor for
      the prior year same month or month[s], as applicable, without affecting the
      amount and obligation to remit the Termination Payment (the "Termination
      Penalty").

     

    B. Non-Renewal.
      If this
      Agreement is terminated as a result of Supplier's decision not to renew, then
      the Supplier shall:

     

    1. At
      Distributors sole option, repurchase from Distributor all of the Distributor's
      inventory, obtained from Supplier at anytime and then existing at the date
      of
      termination, at the Distributor's cost for same plus [***]
      handling
      fee per case (the "Supplier's Termination Fee").

     

    2. Pay
      Suppliers Termination Payment plus the inventory and handling fee to Distributor
      by bank or certified check within ten (10) days of the effective date of
      termination; provided, however, if the Supplier's Termination Fee is not timely
      paid and actually received, the Termination Penalty shall apply here with like
      force and effect.

     

    3. At
      Distributors sole option, remove all of such inventory from the Premises within
      ten (10) days of the effective date of termination or the Supplier shall pay
      rent for same in an amount which the Distributor, in its sole reasonable
      discretion, may determine; provided, however, if such inventory is not removed
      in accordance with the terms of this sub-section, the Termination Penalty shall
      apply here with like force and effect.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    4. Repurchase
      from Distributor all of the Distributor's hard point-of-sale materials then
      in
      inventory and all hard point-of-sale materials which are located in documented
      trade locations, at the Distributor's cost for same. The phrase "hard
      point-of-sale materials" shall for purposes hereof mean all product racks
      including refrigerator glide racks, barrels, floor stands and displays, and
      similar items. Notwithstanding the foregoing, the phrase "hard point-of-sale
      materials" shall include refrigerators, visi-coolers and the like used to
      refrigerate the Products, if Distributor, in its sole discretion, advises
      Supplier in writing of such inclusion within ninety (90) days of the Notice
      Date. If Distributor so advises Supplier, the price for such items shall be
      Distributor's cost less depreciation of such items on a straight-line basis.
      If
      Distributor does not so advise Supplier, such items shall remain the property
      of
      the Distributor and Distributor shall cause Supplier's name to be removed from
      such items within a reasonable time.

     

    5. Reimburse
      Distributor for any slotting fees paid by Distributor to Distributor's current
      customers to obtain entry, shelf space, and refrigerator or display space for
      the Products (the "Slotting Fees"). The Supplier shall reimburse Distributor
      for
      the Slotting Fees by bank or certified check within ten (10) days of the date
      of
      Distributor's presentation of documentation in support of its payment of the
      Slotting Fees.

     

    C. Penalties.
      In
      addition to the Termination Payment and Termination Fees, Distributor may cause
      Supplier to comply with the provisions of Section 10.B. below.

     

    D. Termination
      Payment - Product Line.
      If the
      Supplier elects not to continue any line or lines of Products which Distributor
      has carried for not less than one year, then the discontinuance of any such
      line
      or lines of Products shall be deemed to be the equivalent of an election by
      the
      Supplier not to renew this Agreement as set forth in Section 2.B. above but
      only
      to the extent of the affected line or lines of Products. Supplier shall give
      written notice to Distributor of such election not to continue any line or
      lines
      of Products, and said discontinuance shall be effective as of 120 days from
      the
      receipt of such notice. Accordingly, in the event of any such discontinuance,
      Supplier will pay to Distributor a termination fee (the "Discontinuance
      Payment") as follows:

     

    1. The
      Discontinuance Payment shall be that amount which is equal to [***].

     

    2. The
      Discontinuance Payment shall be paid to Distributor by bank or certified check
      within ten (10) days of the Discontinuance Date.

     

    4. Price.
      Supplier shall sell the Products to the Distributor at prices including delivery
      to the Premises. [***]

     

    5. Payment
      Terms.
      Distributor shall pay for the Products purchased and delivered to it within
      thirty (30) days of the date of receipt of Supplier's product. Payment terms
      for
      payment of Product(s) shall be 2%-10 days, net 30 days.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    6. Orders.
      Supplier shall use its best commercial efforts, but makes no warranties or
      guaranties as to the promptness of delivery, to fill promptly the orders sent
      to
      the Supplier by the Distributor. During busy times of the year when Products
      may
      not be available for immediate shipment, or when force majeure conditions
      exists, Supplier shall have the right to allocate deliveries at a level
      consistent with the prior course of dealing among Supplier and all of its
      distributors, including the Distributor; in such an event, any sales objectives
      for Distributor will be adjusted accordingly.

     

    7. Covenants
      of the Distributor.
      The
      following covenants are material obligations of the Distributor:

     

    A. To
      maintain, subject to Supplier's ability to deliver and availability of the
      Products, inventory of the Products at all times adequate to satisfy the
      anticipated demand for the Products.

     

    B. To
      carry
      and sell a representative portion of the Products offered to Distributor by
      the
      Supplier in Schedule 1.A.2, which Schedule 1.A.2 shall be amended by the
      Supplier from time to time to include any new products accepted by
      Distributor.

     

    C. To
      maintain complete records showing sales of Products. Within fifteen (15)
      business days of the last day of each month, Distributor shall make available
      to
      Supplier sales data for the Products for the prior month, in such format as
      is
      available.

     

    D. To
      not
      intentionally ship any Products, directly or indirectly, outside of the
      Territory.

     

    E. To
      abide
      by reasonable standard transshipment written policies as Supplier may adopt
      from
      time to time; provided a copy of such written policies are provided to
      Distributor in a timely manner. Such policies may include, without limitation,
      the assessment of costs and penalties to the Distributor related to such
      policies. If the Supplier is provided with information regarding transshipping
      by third parties in Distributor's territory, the Supplier will seek to identify
      the culpable party, and if found, seek to recover damages and, if damages are
      recovered, direct payment of same to Distributor.

     

    8. Transfer
      of License.

     

    A. The
      rights granted hereunder by the Supplier to the Distributor are based upon
      Supplier's careful investigation of Distributor's financial condition and the
      skill and knowledge of Distributor's personnel in its business of distributing
      and selling Products within the Territory. The rights granted under this
      Agreement are unique to Distributor, and may not be transferred in whole or
      in
      part, whether by an independent agreement, acquisition by another party of
      Distributor's capital stock or assets, a transaction resulting in a change
      in
      the ownership or control of Distributor, or otherwise, unless prior to such
      transfer the Supplier has expressly consented in writing thereto, or as
      otherwise provided in this Agreement.

     

    B. Notwithstanding
      anything to the contrary contained in this Agreement:

     

    1. Ownership
      or control of any part or all of Distributor may be transferred without prior
      notice to any and all members of the Hershkowitz family during their lifetime
      and at their death or to an entity controlled by the Hershkowitz
      family.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    2. The
      provisions of this Paragraph 8 shall not be applicable to Distributor if it
      is
      or becomes a publicly owned corporation whose outstanding voting stock is listed
      on a national securities exchange or is traded actively in the over-the-counter
      market, or is controlled by or is in common control with such an entity, whether
      as a subsidiary, an affiliated entity, or the like.

     

    3. If
      Distributor acquires all or substantially all of the assets or stock or
      membership interests, or any other ownership interest, however termed, of
      another distributor of Supplier, which distributor has previously been approved
      for distribution of the Products within a given territory by Supplier (the
      "Acquired Company"), then Supplier's consent shall be deemed to have been given
      to Distributor to acquire same and the definition of the term "Territory" shall
      be automatically amended so as to include the territory previously granted
      by
      Supplier to the Acquired Company.

     

    9. Termination
      by Supplier.

     

    A. This
      Agreement may be terminated by the Supplier immediately upon written notice
      upon
      the occurrence of any of the following events:

     

    1. The
      liquidation of the Distributor's business, an assignment or attempted assignment
      by the Distributor for the benefit of creditors, the filing of a voluntary
      or
      involuntary petition for bankruptcy by or against Distributor which is not
      dismissed within 60 days of the date of filing, or the insolvency of
      Distributor.

     

    2. Transfer
      of the license in violation of Section 7 hereof.

     

    B. In
      the
      event of the Distributor's failure to comply with any of its other material
      obligations under this Agreement, the Supplier may issue a thirty (30) day
      Notice of Termination to Distributor, in writing, specifying the reason[s]
      for
      such termination with sufficient specificity to enable Distributor to cure
      the
      failure and to comply in the time frame set forth in this subsection, and which
      notice shall allow to Distributor an opportunity to cure the deficiency and
      comply with the obligation cited in such notice without penalty. Distributor
      must then either cure the deficiency within thirty (30) days of the date of
      Distributor's receipt of such notice or diligently proceed to commence to cure
      the deficiency within such 30 day period (if the cure requires more than 30
      days, whereupon such cure period shall be extended as long as the Distributor
      diligently proceeds to cure any such alleged deficiency), or the termination
      shall be effective upon the expiration of such cure period.

     

    C. If
      Distributor's fails to make any monetary payment hereunder in accordance with
      the Supplier's payment requirements, the Supplier may issue a thirty (30) day
      Notice of Termination to Distributor, in writing, with sufficient specificity
      detailing the exact non-payment and why it is a failure under this Agreement
      and
      which notice shall allow an opportunity to cure the deficiency and comply with
      the payment obligations hereunder within thirty (30) days of the date of
      Distributor's receipt of such notice. Distributor must cure within such thirty
      (30) days or the termination shall be effective upon the expiration of such
      thirty (30) day period.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    Notwithstanding
      anything to the contrary contained in this Agreement, Supplier's right of
      termination described in this Paragraph shall be applicable only for
      Distributor's failure to pay for purchases of the Products, and not for
      Distributor's failure to pay any other amount, including, but not limited to,
      handling, breakage, transportation, promotion, advertising, or like costs,
      fees
      or expenses; for any or all of these costs, fees and expenses, Supplier and
      Distributor shall endeavor to amicably resolve payment of all such outstanding
      amounts and, if proven by Supplier to be correct and to have been due and
      payable, the amount due shall bear interest at the rate of twelve (12.0%)
      percent per year from the date such amount was otherwise due and
      payable.

     

    10. Termination
      by Distributor.

     

    A. This
      Agreement may be terminated by the Distributor, at its sole and exclusive
      option, immediately upon written notice upon the occurrence of any of the
      following events:

     

    1. Liquidation
      of the Supplier's business, an assignment or attempted assignment by the
      Supplier for the benefit of creditors, the filing of a voluntary or involuntary
      petition for bankruptcy by or against Supplier which is not dismissed within
      90
      days of the date of filing, or the insolvency of Supplier.

     

    2. Supplier's
      failure to pay any sums due to Distributor for promotional activities, samples,
      or any other reason, within thirty (30) days of properly documented requests
      for
      payment and within ten (10) days after written notice to cure. In this event
      Distributor shall have the immediate right to offset amounts due to it by
      Supplier in payments owed by it to Supplier.

     

    3. Elimination
      of any or all Products from the Territory.

     

    4. Sale
      or
      other transactions of the Products directly or through another distributor
      to
      the distribution channels for which Distributor has been granted exclusivity,
      with the exception of those accounts specifically excluded from the Agreement,
      if any.

     

    5. Failure
      to process and ship Distributor's orders if Distributor is not in default of
      its
      monetary obligations.

     

    6. Increasing
      prices to Distributor without raising prices to other distributors of the
      Products, or permitting Supplier's prices to Distributor to be more than the
      lowest price given to any distributor used or engaged by the Supplier, unless
      mutually agreed to between the parties.

     

    7. A
      breach
      of any other provision of this Agreement by the Supplier.

     

    B. Supplier's
      default shall be considered termination without cause and require the Supplier
      to pay to Distributor the Termination Payment as well as all other payments
      and
      reimbursements required under this Agreement. In addition, unless the Supplier
      has paid the Termination Payment as well as all payments and reimbursements
      required elsewhere to be paid under this Agreement the Supplier may not use
      any
      other distributor to act as a distributor for the Products in place of
      Distributor in any portion or all of the Territory without first offering such
      opportunity in writing to the Distributor, whereupon the Distributor shall
      have
      thirty (30) days to accept or reject such offer. If the Distributor does not
      accept the Supplier's offer within such 30 day period, then the Supplier may
      offer the right to act as a distributor for the Products in place of Distributor
      in any portion or all of the Territory only in accordance with such bona fide
      written offer within 90 days thereafter; any variation in the terms of such
      transaction from those contained in the bona fide written offer shall require
      a
      new offer to Distributor in accordance with the provisions of this Paragraph
      10.B.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    11. Termination
      Rights.

     

    A. In
      the
      event of any termination, regardless of the reason, at the Distributor's sole
      option, the Supplier shall repurchase from the Distributor all of the
      Distributor's inventory of the Products at the Distributor's landed cost plus
      $1.00 handling fee per case. If Distributor exercises such option and requires
      Supplier to repurchase the inventory, the Supplier shall pay for same within
      twenty (20) days of the date of Supplier's receipt of the exercise of such
      option, but in any case not later than the date Supplier re-possesses such
      inventory. Supplier may not make any offer to any distributor regarding the
      Products and any portion or all of the Territory until the termination
      date.

     

    B. Subject
      to the terms in this Agreement, the Supplier may have the right to set off
      and
      apply any and all amounts owned to it by Distributor, which are not disputed
      by
      Distributor, against any of the Supplier's obligations to Distributor upon
      termination or expiration of this Agreement.

     

    C. Subject
      to the terms in this Agreement, Distributor may have the right to set off and
      apply any and all amounts owned to it by the Supplier, which are not disputed
      by
      the Supplier, against any of the Distributor's obligations to the Supplier
      upon
      termination or expiration of this Agreement.

     

    12. Trademarks.
      The
      Distributor shall use the Trademarks in marketing, advertising and promoting
      the
      sale of the Products in accordance with the policies of the Supplier regarding
      the use of Trademarks. Any use by Distributor of advertising, sales or
      promotional materials shall be subject to the Supplier's prior written policies.
      Subject to the terms and conditions of this entire Agreement including but
      not
      limited to those applicable to the right to continue to distribute
      notwithstanding a termination, the right to use the Trademarks shall cease
      and
      terminate upon the effective date of termination of this Agreement. The
      Trademarks shall remain the sole and exclusive property of the Supplier.
      Distributor acknowledges nothing contained in this Agreement shall give
      Distributor any right or interest in the Trademarks or any other trademark,
      trade name, sign, symbol, emblem, device, trade style or slogan used by or
      at
      the direction of the Supplier upon or in relation to the Products. Distributor
      covenants not to do any act calculated to prejudice, affect, impair or destroy
      the title and/or interest of the Supplier in and to the Trademarks. If it shall
      come to the attention of Distributor that any person, firm or corporation is
      infringing any Trademark, Distributor will promptly notify the Supplier and
      cooperate fully with the Supplier in the defense and protection of the
      Trademarks. All use of the Trademarks by Distributor under this Agreement shall
      inure to the exclusive benefit of the Supplier. If any action, suit or
      proceeding is commenced against Distributor concerning Distributor's use of
      the
      Trademarks, Distributor shall promptly give notice thereof to the Supplier.
      The
      Supplier shall indemnify, defend and hold Distributor harmless from and against
      any and all liability, claims, fines, penalties, forfeitures and legal, court
      and expert costs (including reasonable attorneys' and expert fees) arising
      out
      of any claim or action by another party with respect to, related to or in
      connection with Distributor's use of the Trademarks. Distributor shall not
      enter
      into any settlement of any indemnified claim without the Supplier's
      consent.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    13. Sub-Distributors.
      Distributor may appoint sub Distributors in furtherance of its obligations
      under
      this Agreement. Notwithstanding any such appointment, Distributor's obligation
      under this Agreement will not be thereby altered and Distributor shall be
      responsible for the conduct of all of its sub-Distributors. If this Agreement
      is
      terminated, any and all sub-Distributor agreements shall be automatically
      terminated as to the Products only. No sub-Distributor is intended as a third
      party beneficiary of this Agreement. The Distributor shall provide to each
      of
      its sub-Distributors adequate supervision and support to promote the Products
      including, but not limited to, providing information regarding new Products,
      promotional program participation, periodic sales meetings and point of sale
      materials.

     

    14. Transshipping
      by Supplier.

     

    A. If
      Supplier sells, distributes, or has sold or distributed the Products, directly
      or indirectly, in the Territory through distribution channels other than through
      Distributor, then in addition to all other remedies available for such breach,
      Supplier shall pay to the Distributor [***].

     

    B. If
      Supplier sells, distributes, or has sold or distributed the Products, directly
      or indirectly, in the Territory through distribution channels other than through
      Distributor for a second time during the term of this Agreement, as same may
      be
      renewed, then in addition to all other remedies available for such breach,
      Supplier shall pay to the Distributor [***].

     

    C. If
      Supplier sells, distributes, or has sold or distributed the Products, directly
      or indirectly, in the Territory through distribution channels other than through
      Distributor for any subsequent occurrences during the term of this Agreement,
      as
      same may be renewed, then in addition to all other remedies available for such
      breach, Supplier shall pay to the Distributor [***].

     

    D. The
      above
      penalties shall apply to any improper distribution by Supplier or any
      subdivision thereof, its successors and/or assigns.

     

    15. Governing
      Law and Venue.
      The
      enforceability and performance of this Agreement and any disputes or
      controversies between the Parties relating to, regarding or involving the
      subject matter of this Agreement or the relationship created hereby shall be
      governed exclusively by the procedural and substantive laws of the State of
      Connecticut which shall be the exclusive venue for resolution of disputes
      hereunder.

     

    16. Dispute
      Resolution.
      Any
      dispute between the Parties shall be settled by arbitration before the American
      Arbitration Association ("AAA") in New York, New York pursuant to the Commercial
      Rules of the American Arbitration Association, then obtaining and the
      unsuccessful party shall be responsible for all arbitration costs including
      reasonable attorneys' fees for both parties resulting from said arbitration.
      Any
      arbitrator(s) selected to resolve the dispute shall be bound exclusively by
      the
      laws of the State of New York.

     

    17. Assignment.
      Notwithstanding anything to the contrary contained in this Agreement, the
      Distributor reserves the right to assign this Agreement to a related corporation
      or other related business entity.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    18. Indemnification
      by the Supplier.
      Supplier shall indemnify and hold the Distributor harmless against and from
      any
      and all claims, of any type or nature, made by third parties against the
      Distributor based upon, arising out of, or in any way related to: (1) the
      preparation, manufacturing and bottling of the Products, (2) the storage,
      warehousing and sale of the Products by the Supplier, (3) the conduct of the
      Supplier's business, (4) the Supplier's ownership or possession of property,
      (5)
      any negligent act, misfeasance or nonfeasance by the Supplier or any of its
      agents, servants, or employees, and (6) any and all fees, cost and expenses,
      including without limitation, reasonable attorneys' fees incurred by or on
      behalf of the Distributor in the investigation of or defense against any and
      all
      of the foregoing claims. The Distributor shall provide the Supplier prompt
      notice of receipt of any such claim. If the Distributor does not provide the
      Supplier with prompt notice of receipt of any such claim or matter to which
      the
      Distributor is entitled to indemnification hereunder in time to contest the
      determination of such liability, then the Supplier shall not be obligated to
      indemnify the Distributor with respect thereto. The Distributor shall not settle
      any such claim without the Supplier's prior knowledge and consent.

     

    19. Indemnification
      by Distributor.
      Distributor shall indemnify and hold the Supplier harmless against and from
      any
      and all claims made by third parties against the Supplier based upon, arising
      out of, or in any way related to: (1) the storage, warehousing and sale of
      the
      Products by the Distributor (but only during the time periods in which the
      Distributor stored, warehoused and sold the Products, and specifically not
      including the manufacturing or bottling of same), (2) the conduct of the
      Distributor's business, (3) the Distributor's ownership or possession of
      property, (4) any negligent act, misfeasance or nonfeasance by the Distributor
      or any of its agents, servants, or employees, and (5) any and all fees, cost
      and
      expenses, including without limitation, reasonable attorneys' fees incurred
      by
      or on behalf of the Supplier in its defense against any and all of the foregoing
      claims. However, upon notice to the Supplier that the Distributor has assumed
      the defense of any legal action or proceeding, the Distributor shall not be
      liable to the Supplier for any legal or other expenses subsequently incurred
      by
      the Supplier in connection with the defense thereof. Supplier shall provide
      the
      Distributor prompt notice of receipt of any such claim it being understood
      that
      if the Distributor does not receive written notice of any matter to which the
      Supplier is entitled to indemnification hereunder in time to contest the
      determination of such liability, then the Distributor shall not be obligated
      to
      indemnify the Supplier with respect thereto. Supplier shall not settle any
      such
      claim without the Distributor's prior knowledge and consent.

     

    20. Insurance.
      The
      Parties shall maintain Commercial General Liability/Excess Liability insurance
      including contractual liability with respect to the indemnity obligations set
      forth herein. Such insurance shall be maintained with limits of not less than
      $5,000,000 per occurrence. The Parties shall provide certificates of insurance
      to each other within thirty (30) days of executing this Agreement. Supplier's
      certificate shall verify that Big Geyser Inc. is named as an additional insured,
      that the insurance afforded applies as primary and non-contributory and that
      the
      coverage afforded under the policy will not be cancelled or changed to reduce
      or
      restrict the coverage until after at least thirty (30) days prior written notice
      to Distributor has been given.

     

    21. Notices.
      All
      notices given by either party to the other must be in writing and shall be
      effective when received or refused, and must be transmitted by certified mail,
      return receipt requested, or overnight courier such as Federal Express. Notices
      to each party shall be addressed to its principal place of business shown above
      or any other address which a party specifies by written notice to the other.
      If
      sent to the Distributor, a copy of any notice of default shall also be sent
      to
      with a copy to Harry Frieland, Esq. Levitan & Frieland, 26 Columbia
      Turnpike, Florham Park, NJ 07932.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    22. No
      Agency.
      Each of
      the Parties are independent principals and is not an agent, employee, partner
      or
      joint venturer of the other in the performance of this Agreement, and neither
      of
      them nor their agents or employees shall in any way act, or undertake to act,
      on
      behalf of, or hold itself out as, the agent of the other party.

     

    23. No
      Franchise.
      Distributor acknowledges it has not and will not pay any fee to Supplier,
      directly or indirectly, in connection with this Agreement, and Distributor
      shall
      not be considered or deemed a "franchisee" of the Supplier for any purpose
      whatsoever. This Agreement does not contemplate and does not require Distributor
      to establish or maintain a fixed place of business for the sale of the
      Supplier's Products.

     

    24. Force
      Majeure.
      Neither
      of the Parties shall be liable to the other for any failure to comply with
      any
      of the terms of this Agreement to the extent that any such failure is caused,
      directly or indirectly, by fire, strike, union disturbance, injunction or other
      labor problems, war (whether or not declared), riots, insurrection, government
      restrictions or other government acts, or other causes beyond the control of
      or
      without fault on the part of either the Supplier or Distributor. However, each
      party shall continue to be obligated to pay when due to the other any and all
      amounts which it shall have become duly obligated to pay in accordance with
      the
      terms of this Agreement. Upon the occurrence of any event of the type referred
      to in this Section, the party affected thereby shall give prompt notice thereof
      to the other party, together with a description of such event and the duration
      for which such party expects its ability to comply with the provisions of this
      Agreement to be affected thereby.

     

    25. Entire
      Agreement.
      This
      Agreement constitutes the complete and entire agreement between the parties
      with
      respect to the subject matter thereof and supersedes all prior or
      contemporaneous written or oral agreements, representations, and understandings
      of or by either party with respect to such subject matter. All Schedules
      referred to in this Agreement and annexed are hereby incorporated into and
      by
      this reference made a part of this Agreement. No party shall be construed as
      the
      drafter of this Agreement, and in the event of construction of any portion
      of
      this Agreement by an arbitrator or court, there shall be no presumption that
      any
      ambiguity (if any is found to exist) shall be construed against any
      party.

     

    26. No
      Oral Modification.
      No
      change, supplement, modification, alteration or amendment of this Agreement
      shall be binding unless set forth in writing and signed by the parties. This
      Agreement shall not be changed, supplemented, modified, altered, extended or
      amended by the course of dealing of either or both of the parties, or by trade
      usage or by any other event, except as specifically set forth
      herein.

     

    27. Enforceability.
      If any
      term or provision of this Agreement, or the application thereof to any person
      or
      circumstance shall, to any extent, be found to be invalid or unenforceable,
      the
      remainder of this Agreement, or the application of such term or provision to
      persons or circumstances other than those as to which it is held invalid or
      unenforceable, shall not be affected thereby, and each term and provision of
      this Agreement shall be valid and be enforced to the fullest extent permitted
      by
      law.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    28. Non-waiver.
      No
      waiver by either party at any time, or with respect to any right, condition or
      requirement contained in this Agreement shall be deemed a waiver at any other
      time or with respect to any other right, condition or requirement. No conduct
      shall give rise to any estoppel to exercise any present or future right to
      terminate this Agreement. No waiver shall be valid unless in writing and signed
      by the waiving party, and the non-waiving party’s obligation with respect to
      fixture performance of ail other terms, covenants and conditions shall continue
      in full force and effect.

     

    29. Captions.
      The
      captions contained in this Agreement are inserted for the sole purpose of
      convenience and do not define, describe, extend or limit the scope or the intent
      of this Agreement or any terms hereof.

     

    30. Binding
      Effect.
      This
      Agreement shall be legally binding on the Parties, their respective successors
      and assigns and has been authorized by the Parties respective board of
      directors.

     

    31. Counterparts.
      This
      Agreement may be executed in counterparts, each of which shall be deemed to
      be
      an original but all of which together shall constitute but one and the same
      instrument.

     

    IN
      WITNESS WHEREOF, the Parties have signed this Agreement on the date first above
      written.

    

      
        	
                SUPPLIER

              	 	
                DISTRIBUTOR

              	 
	 	 	 	 
	
                Purple
                  Beverage Company

              	 	
                B
                  & E Juice Co.

              	 
	 	 	 	 
	
                /s/
                  Theodore Farnsworth

              	 	
                /s/
                  Mitch Clyne

              	 
	
                Theodore
                  Farnsworth

              	 	
                Mitch
                  Clyne

              	 
	
                Title:
                  CEO

              	 	
                Title:
                  Vice President

              	 
	 	 	 	 
	
                Date:
                  3/27/2008

              	 	
                Date:
                  3/26/2008

              	 


      

    

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    


    SCHEDULE
      1.A.1

    TERRITORY

    


    Fairfield
      County Connecticut

    


    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    SCHEDULE
      1.A.2

    PRODUCTS

    


    Purple
      antioxidant 7-juice beverage 10oz bottle/12/carton or any other size sold in
      the
      future by Purple Beverage Company.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    


    SCHEDULE
      1.B

    TRADEMARKS
      AND SCHEDULE OF PRICES

    


    Purple
      Trademark

    


    [***]

    


    
      
         

      

      
        14

        
          

        

      

      
         

      

    


    SCHEDULE
      2

    


    PROMOTIONS,
      POINT OF SALE MATERIALS, SAMPLES AND SERVICES

     

    After
      any
      initial sixty (60) day introductory period, Distributor and Supplier shall
      equally share the costs of all Product samples used by Distributor in the
      Territory, at Distributor's laid-in cost. Distributor and Supplier shall equally
      share the cost of discount and incentive programs initiated by Distributor.
      Deliveries made at the request of the Supplier shall be billed to Supplier
      at
      Distributor delivered price. Distributor and Supplier will equally share the
      cost of all promotional merchandise including wearables, such items to be valued
      at Supplier's actual costs.

     

    All
      paper
      point-of-sale and promotional materials produced by Supplier shall be made
      available to Distributor at no cost to Distributor.

     

    Distributor's
      and Supplier's marketing activity, which includes incentive programs, local
      event participation, promotional merchandise, samples, advertising or special
      promotional programs, will be the subject of separate agreements between
      Supplier and Distributor made from time to time.

     

    Reimbursement
      by Supplier for agreed promotional expenses will be made within thirty (30)
      days
      from receipt of properly documented requests for payment from Distributor.
      Failure to pay within these terms will constitute a breach of this Agreement.
      Amounts due from Supplier and not received by Distributor within thirty (30)
      days may be offset against amounts due to Supplier.

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    


    SCHEDULE
      3

    OTHER
      COMMITMENTS BY DISTRIBUTOR AND SUPPLIER

    


    1. COLD
      DRINK EQUIPMENT COMMITMENT - In the event Supplier and Distributor agree to
      share in the purchase of any refrigeration equipment for promotional purposes,
      said equipment shall become and remain the sole property of the
      Distributor.

     

    2. PROMOTION
      - Promotional allowance, by Supplier, for local promotions must be at least
      $_______ per case over the entire term of this Agreement. Supplier will co-op
      all local promotions.

     

    3. PALLETS-
      Either at no charge or with return policy.

     

    4. BREAKAGE
      ALLOWANCE - An allowance of 48 bottles per trailer will be given to Supplier to
      offset small individual claims for routine breakage and damage to Products.
      Unsaleable products received from Supplier may be returned to Supplier for
      credit.

     

    5. MANPOWER
      - Supplier agrees to maintain, in Distributor's territory, at least _____
      full-time sales persons to assist in the sale of the Products.

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    


    SCHEDULE
      4

    


    MANUFACTURER
      ENDORSEMENT to be attached here

     

    Where
      the
      Supplier is not the manufacturer of the products, a letter from the
      Manufacturer, endorsing the contract between Supplier and Distributor, shall
      be
      required to finalize this Agreement. Such letter will agree to protect the
      rights of the Distributor under this Agreement in the event of bankruptcy or
      default by Supplier.

     

    
      
         

      

      
        17