**SECURITIES
      PURCHASE AGREEMENT**





This
      Securities Purchase Agreement ("Agreement") is made and entered into as of
      November ___, 2007 by and between RG Global Lifestyles, Inc., a California
      corporation ("Company"), and ____________ ("Purchaser").





WHEREAS,
      the Company desires to conduct a private offering to raise up to $3,500,000
      by a
      sale of up to 10,000,000 shares of its stock, par value $0.001 (“Common Stock”)
      at a price per share of $0.30 (“Shares”), with a final closing anticipated for
      February 29, 2008.





WHEREAS,
      as an inducement for the Purchaser to subscribe to the Offering and enter into
      this Agreement, the Company shall grant to the Purchaser on the date of this
      Agreement a warrant to purchase a number of shares of Common Stock equal to
      one
      share per dollar paid as investment by Purchaser (“Warrant Shares”) at an
      exercise price of $0.40 and an expiration of five years from the date of
      purchase, in the form attached hereto as Exhibit
      A ("Warrant").





NOW,
      THEREFORE, in consideration of the foregoing recitals and the representations,
      warranties, covenants and agreements set forth herein and other good and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto agree as follows:





1.
      SUBSCRIPTION TERMS; PURCHASE AND SALE OF SHARES; GRANT OF WARRANT.





(a)  The
      following are the terms of the offering and the amounts subscribed to by
      Purchaser:


Number
                  of Shares:
              
              _________________Price
                  Per Share:
              
              $0.30Purchase
                  Price:
              
              $________________Warrant
                  Shares:
              
              _________________Warrant
                  Exercise Price:
              
              $0.40




(b)
      Purchase and Sale of Shares. Simultaneously with the execution and delivery
      of
      this Agreement, the Purchaser shall deliver the Purchase Price to the Company
      against delivery of the Shares to the Purchaser by the Company.





(c)
      Grant
      of Warrant. On the date of this Agreement, the Company shall grant to the
      Purchaser, and the Purchaser shall accept from the Company, the
      Warrant.





2.
      CLOSING. The closing of the purchase and sale of the Shares shall take place
      at
      the offices of the Company, or via electronic delivery, on the date of this
      Agreement.





3.
      REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby represents
      and
      warrants to the Purchaser, as of the date hereof:





(a)
      Organization, Good Standing and Qualification. The Company is a corporation
      duly
      organized, validly existing and in good standing under the laws of the State
      of
      California and has all corporate power and authority required to (i) carry
      on
      its business as currently conducted and as proposed to be conducted by the
      Company in its Company Reports (as defined in Section 3(d)(iii) hereof) and
      (ii)
      to issue the Shares and Warrant Shares, and enter into this Agreement and
      Warrant, and consummate the transactions contemplated hereby and thereby. Each
      of the Company and its subsidiaries is qualified to do business and is in good
      standing in each jurisdiction in which the failure to so qualify would have
      a
      Material Adverse Effect on the Company. As used in this Agreement, "Material
      Adverse Effect" means a material adverse effect on, or a material adverse change
      in, or a series of events which, in the aggregate, has a material adverse effect
      on or change in, the business, financial condition, results of operations,
      assets or liabilities of the applicable party and its subsidiaries, taken as
      a
      whole.




1




(b)
      Capitalization. As of November 1, 2007, the authorized capital stock of the
      Company consisted of: (i) 100,000,000 shares of Common Stock, of which
      approximately 27,800,000 shares are issued and outstanding and (ii) 10,000,000
      shares of preferred stock, par value $0.001 per share, of which none are issued
      and outstanding. All of such shares of capital stock have been duly authorized
      for issuance, and all of such shares which are issued and outstanding have
      been
      validly issued and are fully paid, non-assessable and free of any liens or
      encumbrances other than any liens or encumbrances created by or imposed upon
      the
      holders thereof.





(c)
      Due
      Authorization. All corporate action on the part of the Company necessary for
      the
      authorization, execution and delivery of, and the performance of all obligations
      of the Company under, this Agreement and the Warrant has been taken, and this
      Agreement and the Warrant constitute valid and legally binding obligations
      of
      the Company, enforceable against the Company in accordance with their terms,
      except (i) as may be limited by (A) applicable bankruptcy, insolvency,
      reorganization or others laws of general application relating to or affecting
      the enforcement of creditors' rights generally and (B) the effects of rules
      of
      law governing the availability of equitable remedies and (ii) as rights to
      indemnity or contribution may be limited under federal or state securities
      laws
      or by principles of public policy thereunder.





(d)
      SEC
      Reports; Financial Statements. The Company has made available to the Purchaser
      its (i) Annual Report on Form 10-KSB for the fiscal year ended March 31, 2007,
      (ii) Definitive Proxy Statement filed with the Securities and Exchange
      Commission (the "SEC") in August 2007 and (iii) all other periodic and current
      reports filed by the Company with the SEC under the Securities Exchange Act
      of
      1934, as amended (the "Exchange Act"), since October 31, 2005, in each case,
      as
      amended through the date hereof (collectively, the "Company
      Reports").





(e)
      Valid
      Issuance of Stock.





(i)
      Valid
      Issuance. The Shares and Warrant Shares have been duly and validly reserved
      for
      issuance and, upon issuance, sale and delivery in accordance with the terms
      of
      the Agreement and the Warrant, as the case may be, will be duly and validly
      issued, fully paid, non-assessable and free of preemptive rights binding on
      the
      Company.





(ii)
      Compliance with Securities Laws. The Shares and any Warrant Shares will be
      issued to the Purchaser in compliance with applicable exemptions from (A) the
      registration and prospectus delivery requirements of the Securities Act of
      1933,
      as amended (the "Securities Act") and (B) the registration and qualification
      requirements of all applicable securities laws of the states of the United
      States.




2




(f)
      Non-Contravention. The execution, delivery and performance by the Company of
      this Agreement and the Warrant, and the consummation by the Company of the
      transactions contemplated hereby and thereby, do not: (i) contravene or conflict
      with the Company's Certificate of Incorporation, as amended (the "Certificate"),
      or the Company's By-Laws; (ii) constitute a violation of any provision of any
      federal, state, local or foreign law or rule, regulation or requirement binding
      upon or applicable to the Company or any of its subsidiaries; (iii) constitute
      a
      violation of any rule, regulation or requirement of the National Association
      of
      Securities Dealers, Inc. ("NASD"); or (iv) constitute a default or require
      any
      consent under, give rise to any right of termination, cancellation or
      acceleration of, or to a loss of any benefit to which the Company or any of
      its
      subsidiaries is entitled under, or result in the creation or imposition of
      any
      lien, claim or encumbrance on any assets of the Company or any such subsidiary
      under, any contract to which the Company or such subsidiary is a party or any
      permit, license or similar right relating to the Company or such subsidiary
      or
      by which the Company or such subsidiary may be bound or affected, except any
      such default, consent, right of termination, cancellation or acceleration,
      loss
      or lien, claim or encumbrance which, individually or in the aggregate, would
      not
      have a Material Adverse Effect on the Company.





(g)
      Litigation. Except as disclosed in the Company Reports, there is no action,
      suit, proceeding, claim, arbitration or investigation (each, an "Action")
      pending or, to the Company's best knowledge, threatened: (i) against the Company
      or any of its subsidiaries, or any officer, director or employee of the Company
      or any of its subsidiaries in connection with such officer's, director's or
      employee's relationship with, or actions taken on behalf of, the Company or
      such
      subsidiary; or (ii) against the Company or any of its subsidiaries, or any
      officer, director or employee of the Company or any of its subsidiaries that
      seeks to prevent, enjoin, alter or delay any of the transactions contemplated
      by
      this Agreement.




(h)
      Registration Rights. To the extent possible, the Company agrees to file a
      registration statement with the SEC on Form SB-2 for the shares purchased,
      within 60 days of November 30, 2007.





(i)
      Brokers and Finders. The Company has not incurred any obligation or liability,
      contingent or otherwise, for brokerage or finders' fees or agents' commissions
      or other similar payment in connection with this Agreement or any of the
      transactions contemplated hereby.





4.
      REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser hereby represents
      and warrants to the Company, as of the date hereof, that:





(a)
      Purchase for Own Account. The Shares and Warrant Shares will be acquired for
      investment for the Purchaser's own account, not as a nominee or agent, and
      not
      with a view to the public resale or distribution thereof within the meaning
      of
      the Securities Act, and the Purchaser has no present intention of selling,
      granting any participation in or otherwise distributing the same. The Purchaser
      has not been formed for the specific purpose of acquiring the Shares or the
      Warrant Shares.





(b)
      Investment Experience. The Purchaser understands that the acquisition of the
      Shares and the Warrant Shares involves substantial risk. The Purchaser has
      experience as an investor in securities of companies and acknowledges that
      it is
      able to fend for itself, can bear the economic risk of its investment and has
      such knowledge and experience in financial or business matters that it is
      capable of evaluating the merits and risks of its investment and protecting
      its
      own interests in connection with this investment.





3





(c)
      Accredited Investor Status. The Purchaser is an "accredited investor" within
      the
      meaning of Rule 501(a) of Regulation D as promulgated under the Securities
      Act.





(d)
      Restricted Securities. The Purchaser understands that (i) the Shares and the
      Warrant Shares are characterized as "restricted securities" under the Securities
      Act, inasmuch as they are being acquired from the Company in a transaction
      not
      involving a public offering and (ii) under the Securities Act and applicable
      rules and regulations thereunder, such securities may be resold without
      registration under the Securities Act only in certain limited circumstances.
      The
      Purchaser is familiar with Rule 144 under the Securities Act, as presently
      in
      effect, and understands the resale limitations imposed thereby and by the
      Securities Act.





(e)
      Governmental Review. Purchaser understands that no United States federal or
      state agency or any other government or governmental agency has passed upon
      or
      made any recommendation or endorsement of the Common Stock.





(f)
      Indemnification. Purchaser hereby agrees to indemnify and defend the Company
      and
      its directors and officers and hold them harmless from and against any and
      all
      liability, damage, cost or expense incurred on account of or arising out
      of:





(i)
      Any
      breach of or inaccuracy in Purchaser's representations, warranties or agreements
      herein;





(ii)
      Any
      disposition of any Shares or Warrant Shares contrary to any of Purchaser's
      representations, warranties or agreements herein;





(iii)
      Any
      action, suit or proceeding based on (i) a claim that any of said
      representations, warranties or agreements were inaccurate or misleading or
      otherwise cause for obtaining damages or redress form the Company or any
      director or officer of the Company under the Act, or (ii) any disposition of
      any
      Shares or Warrant Shares.





5.
      MISCELLANEOUS.





(a)
      Legends. Unless registered with the SEC, any certificates for the Shares and
      the
      Warrant Shares will bear a legend in substantially the following
      form:





"The
      shares represented hereby have not been registered


under
      the
      Securities Act of 1933, as amended, and may not be


transferred
      or otherwise disposed of unless they have been


registered
      under such Act or pursuant to an exemption from


registration
      under such Act."





Furthermore,
      the Company shall place on each stock certificate any legend required by
      applicable state securities laws. In addition, the Purchaser agrees that the
      Company may place stop transfer orders with its transfer agent with respect
      to
      such certificates. The legend set forth above shall be removed by the Company
      from any certificate evidencing the shares upon delivery to the Company of
      an
      opinion by counsel, reasonably satisfactory to the Company, that a registration
      statement under the Securities Act is at that time in effect with respect to
      the
      legended security or that such security can be freely transferred in a public
      sale without such a registration statement being in effect and that such
      transfer will not jeopardize the exemption or exemptions from registration
      pursuant to which the Company issued the Shares or Warrant Shares.





4




(b)
      Governing Law. This Agreement shall be governed by and construed under the
      internal laws of the State of California, without reference to principles of
      conflict of laws or choice of laws.





(c)
      Counterparts. This Agreement may be executed in two or more counterparts, each
      of which shall be deemed an original, but all of which together shall constitute
      one and the same instrument.





(d)
      Amendments and Waivers. This Agreement may be amended and the observance of
      any
      term of this Agreement may be waived (either generally or in a particular
      instance and either retroactively or prospectively) only with the written
      consent of the Company and the Purchaser.





(e)
      Severability. If any provision of this Agreement is held to be unenforceable
      under applicable law, such provision shall be excluded from this Agreement
      and
      the balance of the Agreement shall be interpreted as if such provision were
      so
      excluded and shall be enforceable in accordance with its terms.





(f)
      Entire Agreement. This Agreement, together with all exhibits and schedules
      hereto, constitutes the entire agreement and understanding of the parties with
      respect to the subject matter hereof and supersedes any and all prior
      negotiations, correspondence, agreements, understandings, duties or obligations
      between the parties with respect to the subject matter hereof.





(g)
      Notices. Any notices required or permitted to be given under the terms of this
      Agreement shall be sent by certified or registered mail (return receipt
      requested) or delivered personally or by courier (including a recognized
      overnight delivery service) or by facsimile and shall be effective five days
      after being placed in the mail, if mailed by regular United States mail, or
      upon
      receipt, if delivered personally or by courier (including a recognized overnight
      delivery service) or by facsimile, in each case addressed to a party. The
      addresses for such communications shall be:





If
      to the
      Company:





RG
      Global
      Lifestyles, Inc.


30021
      Tomas, Ste 200


Rancho
      Santa Margarita, CA 92688


Attention:
      Chief Executive Officer


Telephone:
      (949) 888-9500


Facsimile:
      (948) 888-9525





With
      a
      copy to:





Scott
      Olson, Esq.


8
      Via
      Barcaza


Coto
      de
      Caza, CA 92679


Telephone:
      (310) 985-1034


Facsimile:
      (501) 634-2648





If
      to a
      Buyer: To the address set forth immediately below such Buyer’s name on the
      signature pages hereto.





With
      copy
      to: Counsel of Buyer’s choice.




Each
      party shall provide notice to the other party of any change in
      address.





5




**SIGNATURES**







___________________________________________________


Print
      exact name(s) in which the Shares are to be held








The
      undersigned hereby represents he has read this entire Agreement.





Correspondence
                Address______________________________________
            
            ______________________________________Signature
            
            Name______________________________________
            
            ______________________________________Name(s)
                Typed or Printed
            
            Street
                Address______________________________________City,
                State and Zip Code______________________________________U.S.
                Tax Identification or Social Security
              Number
                (if any)______________________________________Telephone
                Number




**ACCEPTANCE**








This
      Agreement is accepted as of _______________, _____.





RG
      Global
      Lifestyles, Inc.,


a
      California corporation








By:
      _________________________


Name:
      Grant King


Title:
      CEO





6


**EXHIBIT
      A**




7




**RG
      GLOBAL LIFESTLYES INC.**





**COMMON
      STOCK WARRANT**





THIS
      COMMON STOCK WARRANT AND ANY SECURITIES ISSUABLE UPON THE EXERCISE OR CONVERSION
      OF THIS COMMON STOCK WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS
      THEY HAVE BEEN REGISTERED UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM
      REGISTRATION UNDER SUCH ACT.








Issued:
      _______________, _____





Warrant
      to Purchase ____________ Shares of Common Stock





Expiration
      Date: ______________, _____








RG
      Global
      Lifestyles, Inc., a California corporation ("Company"), hereby certifies that,
      for value received, _______________ (“Investor”), or any transferee to whom this
      warrant ("Warrant") is properly transferred ("Holder"), is entitled, on the
      terms set forth below, to purchase from the Company at any time until 5:00
      p.m.,
      PST, on September ___, 2012 ("Expiration Date") ____________ fully paid and
      nonassessable shares of the Common Stock, par value $0.001 per share ("Common
      Stock"), of the Company, at a price $0.40 per share ("Purchase
      Price").





This
      Warrant is being issued pursuant to the Securities Purchase Agreement dated
      ______________, _____ between the Company and Investor
      ("Agreement").





1.
      Exercise of Warrant; Conversion of Warrant; Transfer of Warrant.





(a)
      Exercise of Warrant. The shares underlying this Warrant are fully vested upon
      issuance. At any time prior to 5:00 p.m. on the Expiration Date, the rights
      represented by this Warrant may be exercised by the Holder, in whole or in
      part,
      upon surrender of this Warrant to the Company, together with an executed Notice
      of Exercise or Conversion, substantially in the form attached hereto as Exhibit
      1 ,
      at the
      Company's primary executive office, with payment by check to the Company of
      the
      amount obtained by multiplying the number of shares of Common Stock with respect
      to which this Warrant is being exercised by the Purchase Price.





(b)
      Partial Exercise. Upon any partial exercise or conversion, the Company will
      issue to the Holder a new Warrant for the number of shares of Common Stock
      as to
      which this Warrant was not exercised or converted.





(c)
      Fractional Shares. No fractional shares of Common Stock shall be issued upon
      any
      exercise or conversion of this Warrant. Instead of any fractional share which
      would otherwise be issuable upon exercise or conversion, the Company shall
      pay a
      cash amount in respect of each fractional share at a price equal to an amount
      calculated by multiplying such fractional share (calculated to the nearest
      1/100th of a share) by the fair market value of a share of Common Stock on
      the
      date of exercise or conversion, as applicable, minus the Purchase Price. Payment
      of such amount shall be made in cash or by check payable to the order of the
      Holder at the time of delivery of any certificate or certificates arising upon
      such exercise or conversion.




8





(e)
      Taxes. The Company will not be required to pay any tax imposed in connection
      with any transfer involved in the issuance of a Warrant or a certificate for
      shares of Common Stock in any name other than that of the Holder hereof, and
      in
      such case, the Company will not be required to issue or deliver any stock
      certificate or Warrant until such tax is paid.





(f)
      Transfer of Warrant. Transfer of this Warrant to a third party shall be effected
      by execution and delivery of a notice of assignment and surrender of this
      Warrant for transfer of this Warrant at the primary executive office of the
      Company, together with funds sufficient to pay any applicable transfer tax.
      Upon
      receipt of the duly executed notice of assignment and the necessary transfer
      tax
      funds, if any, the Company, at its expense, shall execute and deliver, in the
      name of the designated transferee or transferees, one or more new Warrants
      representing the right to purchase a like aggregate number of shares of Common
      Stock.





2.
      Antidilution Provisions.





(a)
      Reorganization, Reclassification or Recapitalization of the Company. In case
      of
      (i) a capital reorganization, reclassification or recapitalization of the
      Company's capital stock (other than in the cases referred to in Section 2(c)
      hereof), (ii) the Company's consolidation or merger with or into another
      corporation in which the Company is not the surviving entity, or a merger in
      which the Company is the surviving entity but the shares of the Company's
      capital stock outstanding immediately prior to the merger are converted, by
      virtue of the merger, into other property, whether in the form of securities,
      cash or otherwise, or (iii) the sale or transfer of all or substantially all
      of
      the Company's assets, then, as part of such reorganization, reclassification,
      recapitalization, merger, consolidation, sale or transfer, lawful provision
      shall be made so that there shall thereafter be deliverable upon the exercise
      of
      this Warrant or any portion thereof (in lieu of or in addition to the number
      of
      shares of Common Stock theretofore deliverable, as appropriate) and without
      payment of any additional consideration, the number of shares of stock or other
      securities of property to which the holder of the number of shares of Common
      Stock which would otherwise have been deliverable upon the exercise or
      conversion of this Warrant or any portion thereof at the time of such
      reorganization, reclassification, recapitalization, consolidation, merger,
      sale
      or transfer would have been entitled to receive in such reorganization,
      reclassification, recapitalization, consolidation, merger, sale or transfer.
      This Section 2(a) shall apply to successive reorganizations, reclassifications,
      recapitalizations, consolidations, mergers, sales and transfers and to the
      stock
      or securities of any other corporation that are at the time receivable upon
      the
      exercise or conversion of this Warrant or any portion thereof. If the per share
      consideration payable to the Holder for shares of Common Stock in connection
      with any transaction described in this Section 2(a) is in a form other than
      cash
      or marketable securities, then the value of such consideration shall be
      determined in good faith by the Board.





(b)
      Splits and Combinations. If the Company at any time or from time to time after
      the date of this Warrant subdivides any of its outstanding shares of Common
      Stock into a greater number of shares, the Purchase Price in effect immediately
      prior to such subdivision shall be proportionately reduced, and, conversely,
      if
      the outstanding shares of Common Stock are combined into a smaller number of
      shares, the Purchase Price in effect immediately prior to such combination
      shall
      be proportionately increased.





(c)
      Reclassifications. If the Company reclassifies or otherwise changes any of
      the
      securities into which this Warrant may be convertible into the same or a
      different number of securities of any other class or classes, this Warrant
      shall
      thereafter be convertible into such number and kind of securities as would
      have
      been issuable as the result of such change with respect to the securities into
      which this Warrant was convertible immediately prior to such reclassification
      or
      other change and the Purchase Price therefore shall be appropriately
      adjusted.





9




(d)
      Liquidation; Dissolution. If the Company shall dissolve, liquidate or wind
      up
      its affairs, the Holder shall have the right, but not the obligation, to
      exercise this Warrant effective as of the date of such dissolution, liquidation
      or winding up. If any such dissolution, liquidation or winding up results in
      any
      cash distribution to the Holder in excess of the aggregate Purchase Price for
      the shares of Common Stock for which this Warrant is exercisable, then the
      Holder may, at its option, exercise this Warrant without making payment of
      such
      aggregate Purchase Price and, in such case, the Company shall, upon distribution
      to the Holder, consider such aggregate Purchase Price to have been paid in
      full,
      and in making such settlement to the Holder, shall deduct an amount equal to
      such aggregate Purchase Price from the amount payable to the
      Holder.





(e)
      Adjustment Certificates. Upon any adjustment of the Purchase Price or the number
      of shares of Common Stock issuable upon exercise or conversion of this Warrant,
      a certificate, signed by (i) the Company's Chief Financial Officer or (ii)
      any
      independent firm of certified public accountants of recognized national standing
      the Company selects at its own expense, setting forth in reasonable detail
      the
      events requiring the adjustment and the method by which such adjustment was
      calculated, shall be mailed to the Holder at the address set forth in Section
      6
      hereof and shall specify the adjusted Purchase Price and the number of shares
      of
      Common Stock issuable upon exercise or conversion of the Warrant after giving
      effect to the adjustment.





(f)
      No
      Impairment. The Company shall not, by amendment of its Certificate of
      Incorporation or through any reorganization, recapitalization, transfer of
      assets, consolidation, merger, dissolution, issue or sale of securities or
      any
      other voluntary action, avoid or seek to avoid the observance or performance
      of
      any of the terms to be observed or performed hereunder by the Company, but
      shall
      at all times in good faith assist in the carrying out of all provisions of
      this
      Section 2 and in the taking of all such action as may be necessary or
      appropriate in order to protect the rights of the Holder against impairment.
      The
      Company shall not be deemed to have avoided or to be seeking to avoid the
      observance or performance of any of the terms to be observed or performed
      hereunder by issuing securities after the Closing Date for a consideration
      per
      share less than the Purchase Price then in effect.





(g)
      Application. Except as otherwise provided herein, all subsections of this
      Section 2 are intended to operate independently of one another. If an event
      occurs that requires the application of more than one subsection, all applicable
      subsections shall be given independent effect.





3.
      Notices of Record Date. In case (a) the Company takes a record of the holders
      of
      the Common Stock for the purpose of entitling them to receive any dividend
      or
      other distribution, or any right to subscribe for or purchase any shares of
      stock of any class or any other securities; (b) of any capital reorganization
      of
      the Company, any reclassification of the capital stock of the Company, any
      consolidation or merger of the Company with or into another corporation, or
      any
      conveyance of all or substantially all of the assets of the Company to another
      corporation; or (c) of any voluntary dissolution, liquidation or winding-up
      of
      the Company; then, in each such case, the Company will mail or cause to be
      mailed to each Holder of a Warrant at the time outstanding a notice specifying,
      as the case may be, (i) the date on which a record is to be taken for the
      purpose of such dividend, distribution or right, and stating the amount and
      character of such dividend, distribution or right, or (ii) the date on which
      such reorganization, reclassification, consolidation, merger, conveyance,
      dissolution, liquidation or winding-up is to take place, and time, if any is
      to
      be fixed, as of which the holders of record of Common Stock (or such other
      stock
      or securities at the time receivable upon the exercise or conversion of the
      Warrant) will be entitled to exchange their shares of Common Stock (or such
      other stock or securities) for securities or other property deliverable upon
      such reorganization, reclassification, consolidation, merger, conveyance,
      dissolution, liquidation or winding-up, and, in the case of a reorganization,
      consolidation, merger or conveyance, the fair market value of such securities
      or
      other property as determined by the Board. Such notice shall be mailed at least
      ten days prior to the date specified therein.




10




4.
      Replacement of Warrant. Upon receipt of evidence reasonably satisfactory to
      the
      Company of the loss, theft, destruction or mutilation of this Warrant and (in
      the case of loss, theft or destruction) upon delivery of an indemnity agreement
      in such reasonable amount as the Company may determine, or (in the case of
      mutilation) upon surrender and cancellation thereof, the Company at its expense,
      will issue a replacement.





5.
      Transferability of Warrant; No Redemption. This Warrant and all rights hereunder
      are freely transferable by the Holder, subject to compliance with applicable
      state and federal securities laws. This Warrant shall not be redeemable by
      the
      Company, in whole or in part, at any time.





6.
      Notices. All notices, instructions and other communications given hereunder
      or
      in connection herewith shall be sent to:




If
                  to the Borrower to:
              
              RG
                  Global Lifestyles, Inc.30021
                  Tomas, Suite 200Rancho
                  Santa Margarita, CA 92688Attention:
                  Chief Executive OfficerFacsimile:
                  (949) 888-9525




If
                  to the Lender to:Attention:Fax:





7.
      Change; Waiver. This Warrant except by agreement may not be changed, amended
      or
      modified in writing signed by the Company and the Holder.





8.
      No
      Rights as Stockholder. This Warrant does not entitle the Holder to any voting
      rights or other rights as a stockholder of the Company prior to the exercise
      of
      this Warrant.





9.
      Headings. The headings in this Warrant are for purposes of reference only and
      shall not be deemed to constitute a part hereof.





10.
      Governing Law. This Warrant is delivered in the State of California and shall
      be
      construed in accordance with and governed by the laws of such state without
      regard to its conflicts of laws rules.





11




RG
      Global
      Lifestyles, Inc.











____________________________


Grant
      King


Chief
      Executive Officer




12




**EXHIBIT
      1**




13




**NOTICE
      OF EXERCISE OF WARRANT**





TO:
      RG
      Global Lifestyles, Inc.





1.
      The
      undersigned hereby elects to receive __________ shares of Common Stock of RG
      Global Lifestyles, Inc., pursuant to the terms of the attached
      Warrant.





2.
      Exercise:





The
      undersigned elects to exercise the attached Warrant by means of a cash payment,
      and tenders herewith payment of $___________, which represents the purchase
      price of the shares being purchased, together with all applicable transfer
      taxes, if any.





3.
      Please
      issue a certificate or certificates representing said shares of Common Stock
      in
      the name of the undersigned or in such other name as is specified
      below:





_________________________________


(Name)


_________________________________





_________________________________


(Address)





4.
      The
      undersigned represents that the aforesaid shares of Common Stock are being
      acquired for the account of the undersigned for investment and not with a view
      to, or for resale in connection with, the distribution thereof and that the
      undersigned has no present intention of distributing or reselling such
      shares.





All
      capitalized terms used but not otherwise defined herein shall have the meaning
      ascribed to such terms in the Warrant.





_________________________________


Name
      of
      Holder





_________________________________


Signature
      of Authorized Signatory





_________________________________


Print
      Name and Title





_________________________________


Date




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