November
      20, 2008

    


    Re:
      Amendment to December 2007 Subscription Agreement

    


    Dear
      Investor:

    


    Purple
      Beverage Company, Inc. (the “Company”) has been offered the opportunity to
      receive financing from a third party lender pursuant to which the Company shall
      issue and sell to the lender one or more debentures at a conversion price that
      will be set at a 20% discount to market. Subject to certain conditions and
      at
      the option of the lender, the Company may raise up to a maximum aggregate amount
      of $6,000,000 in connection with this financing, in four tranches of up to
      $1.5
      million each, with a minimum of $250,000 to be advanced at the initial closing.
      Although the Company is currently negotiating definitive documents with the
      lender, there can be no assurance that this financing will be
      consummated.

    


    In
      addition, the Company has been offered, and in the future may be offered, other
      opportunities to receive financings that would involve issuing a security priced
      at market or at a discount to market. Such financings are imperative to the
      Company’s ongoing survival but are prohibitive due to restrictions and
      provisions that would trigger substantial anti-dilution adjustments set forth
      in
      our December 2007 Subscription Agreement, as amended. 

    


    Therefore,
      we are writing to obtain your consent to eliminate certain restrictions set
      forth in the December 2007 Subscription Agreements, as amended, that preclude
      the issuances of variable priced equity linked instruments (which restrictions
      are set to expire on December 12, 2008) and certain provisions set forth in
      our
      December 2007 Subscription Agreement, as amended, that would trigger substantial
      anti-dilution adjustments in the event that such instruments are priced at
      below
      the $0.10 per share (which adjustments are set to expire on June 12, 2009)
      with
      respect to financings consummated on or prior to January 31, 2009.

    


    Accordingly,
      by executing this consent and amendment in the space provided below, you hereby
      agree that all restrictive covenants (including, without limitation, Section
      9(r)) and all most favored nation price protection features applicable to shares
      and warrants (including, without limitation, Section 12) set forth in the
      Subscription Agreement, as amended, are hereby eliminated in connection with
      any
      financings to be consummated by the Company on or prior to January 31, 2009
      whereby the Company issues securities at a price below $0.10 per share, or
      issues securities priced at market or at a discount to market. 

     

    
      	 	
              Best
                regards,

            
	 	 
	 	 
	 	
              /s/
                Theodore Farnsworth 

            
	 	
              Theodore
                Farnsworth

            
	 	
              Chief
                Executive Officer 

            


    

    


    Please
      return signed letter to Michael Hartstein - Fax 646.390.6328, or
      mhartstein@palladiumcapital.com

    


    Stockholder’s
      Name: _____________________ Signature: _______________________ Date:
      ________

     

    
      
         

      

      
        
          Purple
            Beverage Company, Inc.

          450
            E Las
            Olas Boulevard, Suite 830 ∙ Ft. Lauderdale, Florida 33301 ∙ P:
            954.462.8382

          www.DrinkPurple.com