**Exhibit
      4.1**





**NOTE
      AND WARRANT PURCHASE AGREEMENT**





This
      Note
      and Warrant Purchase Agreement ("Agreement") is made and entered into as of
      November ___, 2005 by and between RG Global Lifestyles, Inc., a California
      corporation ("Company"), and ________________, an individual
      ("Purchaser").





WHEREAS, the
      Company desires
      to sell to the Purchaser, and the Purchaser desires to purchase from the
      Company ,
      an
      unsecured promissory note in the principal amount of $_____________, in the
      form
      attached hereto as Exhibit
      A ("Note").





WHEREAS,
      as an inducement for the Purchaser to 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 the Company's common stock, par value $0.001 per share
      ("Common Stock"), equal to one share per dollar paid as investment in the Note
      by Purchaser, vesting in full at twelve months after the date of this Agreement,
      at an exercise price equal to the lowest Closing Price for RGBL.OB (as reported
      by the OTC:BB) over the twelve months immediately following the date of this
      Agreement, in the form attached hereto as Exhibit
      B ("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.
      PURCHASE AND SALE OF NOTES; GRANT OF WARRANTS.





(a)
      Purchase and Sale of Note. Simultaneously with the execution and delivery of
      this Agreement, the Purchaser shall deliver $_____________ to the Company
      against delivery of the Note to the Purchaser by the
      Company .





(b)
      Grant
      of Warrants. 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 Note shall take place
      at
      the offices of the Company 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) enter into
      this Agreement, the Note and the 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.





(b)
      Capitalization. As of November ___, 2005, the authorized capital stock of the
      Company consisted of: (i) 100,000,000 shares of Common Stock, of which ____________
      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, nonassessable 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, the Note and the Warrant has been taken, and this Agreement,
      the
      Note 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
      previously furnished or made available to the Purchaser its (i) Annual Report
      on
      Form 10-KSB for the fiscal year ended March 31, 2005, (ii) Definitive Proxy
      Statement filed with the Securities and Exchange Commission (the "SEC") on
      October ____, 2005 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 November ___, 2005, in each case, as amended through the date hereof
      (collectively, the "Company Reports").





(e)
      Valid
      Issuance of Stock.





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





(ii)
      Compliance with Securities Laws. The Warrant 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 .





(f)
      Non-Contravention. The execution, delivery and performance by the Company of
      this Agreement, the Notes 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. Except as provided in the Warrant, the
      Company has not
      granted or agreed to grant to Purchaser any rights (including piggyback
      registration rights) to have any securities of the
      Company registered with the SEC or registered or qualified with any other governmental
      authority.





(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 Warrant and shares involved 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
      Warrant.





(b)
      Investment Experience. The Purchaser understands that the acquisition of the
      Warrant and 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 in any of the Note, Warrant
      and shares and has such knowledge and experience in financial or business matters
      that it is capable of evaluating the merits and risks of its investment in
      any
      of the Notes, the Warrants and the shares and protecting its own interests
      in
      connection with this investment.





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




(d)
      Restricted Securities. The Purchaser understands that (i) the Warrant and the
      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.





5.
      MISCELLANEOUS.





(a)
      Legends. The Warrant and certificates for the 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 Warrant and each certificate for the shares 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.








(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.





IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      and year first above written.





RG
      Global
      Lifestyles, Inc.











Lou
      Knickerbocker


Chief
      Executive Officer








PURCHASER

















**EXHIBIT
      A**





**PROMISSORY
      NOTE**





RG
      Global
      Lifestyles, Inc.





8.0%
      Unsecured Promissory Note





Due
      November ___, 2006





U.S. $_______________
              November ___,
                2005





FOR
      VALUE
      RECEIVED, the undersigned, RG Global Lifestyles, Inc., a California corporation
      ("Borrower"), hereby promises to pay to ______________, an individual
      (" Lender "),
      the
      principal sum of _________________ Dollars ($____________) ("Principal Sum"),
      or
      such lesser amount as may then be outstanding, together with accrued but unpaid
      interest thereon, on November ____, 2006 ("Maturity Date"). Interest on the
      outstanding Principal Sum shall be at a rate of 8.0% per annum ("Interest").
      If
      all or a portion of the Principal Sum or Interest shall not be paid when due
      (whether at its stated maturity, by acceleration or otherwise), the Borrower
      hereby promises to pay, on demand, interest on such overdue amount from and
      including the due date to, but excluding, the date such amount is paid in full
      at 11% per annum (and until the date such overdue amount is paid in full,
      "Interest" on such overdue amount shall mean interest at such
      rate).





This
      Note
      is being delivered pursuant to that certain Note and Warrant Purchase Agreement,
      dated as of November ___, 2005, between the Borrower and the Lender (the
      "Note and Warrant Purchase Agreement"). All capitalized terms used but not
      otherwise defined herein shall have the meaning ascribed to such terms in the
      Note and Warrant Purchase Agreement.





1.
      Payment.





Payment
      of the Principal Sum and Interest on the Maturity Date shall be made by
      certified or bank cashier's check payable
      to the Lender at the
      Lender's principal address, or by bank wire transfer, in immediately available
      funds, to the account so specified, in lawful money of the
      United States of America. The Borrower may prepay this Note at any time, without
      premium or penalty, in whole or in part, with accrued interest to the date
      of
      such payment on the amount prepaid. If the Maturity Date occurs on a date that
      is not a Business Day then
      the Principal Sum or Interest then due shall be paid on the next succeeding Business Day.
      " Business Day"
      shall mean any day other than Saturday, Sunday or any day upon which banks
      are
      authorized or required to be closed.





2.
      Default and Remedies.





(a)
      If
      any of the following events or conditions (each an "Event of Default") shall
      occur and be continuing:





(i)
      the
      Borrower shall fail to pay the Principal Sum when and as the same shall become
      due and payable, whether at its stated maturity, by acceleration or
      otherwise;





(ii)
      the
      Borrower shall fail to pay any Interest when and as the same shall become due
      and payable, whether at its stated maturity, by acceleration or
      otherwise;





(iii)
      the
      Borrower fails to grant and deliver the Warrant in accordance with the terms
      of
      the Note and Warrant Purchase Agreement;





(iv)
      an
      involuntary proceeding shall be commenced or an involuntary petition shall
      be
      filed in a court of competent jurisdiction seeking (A) relief in respect of
      the
      Borrower, or of a substantial part of the property or assets of the Borrower,
      under Title 11 of the United
      States Code, as
      now constituted or hereafter amended, or any successor to or replacement of
      such
      statute, or any other Federal or state bankruptcy ,
      insolvency, receivership or similar law, (B) the appointment of a receiver,
      trustee, custodian, sequestrator, conservator or similar official for the
      Borrower or for a substantial part of the properties or assets of the Borrower
      or (C) the winding-up, liquidation or dissolution of the Borrower; and such
      proceeding or petition shall continue undismissed for 90 days or an order or
      decree approving or ordering any of the foregoing shall be entered;
      or








(v)
      the
      Borrower (A) voluntarily commences any proceeding or files any petition seeking
      relief under Title 11 of the United
      States Code, as
      now constituted or hereafter amended, or any successor to or replacement of
      such
      statute, or any other Federal or state bankruptcy ,
      insolvency, receivership or similar law, (B) consents to, or fails to contest
      in
      a timely and appropriate manner, the commencement against of any proceeding
      or
      the filing of any petition described in clause (v) above, (C) applies for or
      consents to the appointment of a receiver, trustee, custodian, sequestrator,
      conservator or similar official for the Borrower or for a substantial part
      of
      the properties or assets of the Borrower, (D) files an answer admitting the
      material allegations of a petition filed against it in any such proceeding,
      (E)
      makes a general assignment for the benefit of creditors, (F) becomes unable,
      admits in writing its inability or fails generally to pay its debts as they
      become due or (G) takes any action for the purpose of effecting any of the
      foregoing;





then,
      (x)
      in the case of an Event of Default specified in clause (a)(i), (ii), or (iii)
      above, the Lender may, at
      any time during the continuance of such Event of Default, by written notice
      to
      the Borrower, declare the entire outstanding Principal Sum, together with all
      accrued and unpaid Interest, to be due and payable and (y) in the case of an
      Event of Default specified in clauses (a)(iv) or (v) above, the entire
      outstanding Principal Sum, together with all accrued and unpaid Interest, shall
      automatically forthwith become due and payable without presentment, protest
      or
      notice of any kind, all of which are hereby expressly waived by the
      Borrower.





(b)
      Subject to the other terms of this Note, if an Event of Default occurs and
      is
      continuing, the Lender may
      pursue any available remedy to collect the payment of the Principal Sum or
      Interest or to enforce the performance of any provision of this Note. If an
      Event of Default occurs and is continuing, the Lender may
      proceed to protect and enforce its rights by any action at law, suit in equity
      or other appropriate proceeding. In the case of a default in the payment of
      the
      Principal Sum or Interest, the Borrower will pay to the Lender such
      further amount as shall be sufficient to cover the costs and expenses of
      collection, including, without limitation, reasonable attorneys' fees, expenses
      and disbursements.





3.
      Notices





All
      notices, instructions and other communications given hereunder or in
      connection herewith shall be in writing. Any such notice, instruction or
      communication shall be sent to:





If
      to the
      Borrower to: RG Global Lifestyles, Inc.


30021
      Tomas, Suite 200


Rancho
      Santa Margarita, CA 92688


Attention:
      Chief Operating Officer


Facsimile:
      (949) 888-9525





If
      to the Lender to:











Facsimile:








4.
      Miscellaneous.





This
      Note
      shall be construed and enforced in accordance with the laws of the State of
      California, without regard to its conflicts of laws rules. The Borrower waives
      presentment, demand, notice, protest and all other demands and notices in
      connection with the delivery, acceptance, performance, default and enforcement
      of this Note. The Borrower hereby irrevocably and unconditionally submits,
      for
      itself and its property, to the non-exclusive jurisdiction of the courts of
      the
      State of California and of the United
      States District
      Court for the District of California, and any appellate court of such courts,
      in
      any action or proceeding arising out of or relating to this Note, or for
      recognition or enforcement of any judgment, and the Borrower hereby irrevocably
      and unconditionally agrees that all claims in respect of any such action or
      proceeding may be heard and determined in such California court (or, to the
      extent permitted by law, in such federal court). The Borrower agrees that a
      final, unappealable judgment in any such action or proceeding shall be
      conclusive and may be enforced in other jurisdictions by suit on the judgment
      or
      in any other manner provided by law. Nothing in this Note shall affect any
      right
      that the Lender may
      otherwise have to bring any action or proceeding relating to this Note against
      the Borrower or its properties in the courts of any jurisdiction.





If
      any
      provision of this Note shall be held invalid or unenforceable by any court
      of
      competent jurisdiction, that holding shall not invalidate or render
      unenforceable any other provision hereof.





This
      Note
      may not be changed, amended or modified except by agreement in writing signed
      by
      the Borrower and the Lender .





IN
      WITNESS WHEREOF, the Borrower has caused this Note to be signed on its behalf,
      in its corporate name, by its duly authorized officer as an instrument under
      seal, as of the day and year first above written.





RG
      Global
      Lifestyles,Inc.











Lou
      Knickerbocker


Chief
      Executive Officer








**EXHIBIT
      B**





**RG
      GLOBAL LIFESTYLES 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:
      November ___, 2005





Warrant
      to Purchase ___________ Shares of Common Stock





Expiration
      Date: November ___, 2010





RG
      Global
      Lifestyles, Inc., a California corporation ("Company"), hereby certifies that,
      for value received, __________________, an individual (“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., PCT, on November ____, , 2010 ("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 per share equal to the lowest Closing Price for RGBL.OB (as reported
      by
      the OTC:BB) over the twelve months immediately following the date of this
      Agreement ("Purchase Price").





This
      Warrant is being issued pursuant to the Note and Warrant Purchase Agreement
      dated November ___, 2005 between the
      Company and
      Investor (the "Note and Warrant Purchase Agreement").





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





(a)
      Exercise of Warrant. At any time after November ___, 2006 (“Vesting Date”), and
      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)
      Conversion of Warrant (Cashless Exercise). In addition to, and without limiting,
      any other rights of the Holder hereunder, the Holder may elect to convert this
      Warrant, in whole or in part, into shares of Common Stock at any time after
      the
      Vesting Date and prior to 5:00 p.m. on the Expiration Date by surrendering
      this
      Warrant to the
      Company ,
      together with an executed Notice of Exercise or Conversion substantially in
      the
      form attached hereto as Exhibit A, at the Company's primary executive office.
      Upon receipt of such notice and surrender of the Warrant by the Holder, or
      on
      such later date as specified in the Notice of Exercise or Conversion, the
      Company shall deliver to the Holder within a reasonable time, without payment
      by
      the Holder of any cash or other
      consideration, that number of shares of Common Stock computed using the
      following formula:




X
                =
            Y(A-B)A





Where:
            X
                =
                the number of shares of Common Stock to be issued to the
                Holder.








Y
      = the
      number of shares of Common Stock with respect to which this Warrant
      is being converted.





A
      = the
      Fair Market Value, as defined below, of one share of Common Stock.





B
      =
      Purchase Price.





If
      the
      Common Stock is traded on the Nasdaq National Market, the Fair Market Value
      of
      one share of Common Stock shall be the closing price quoted on the Nasdaq
      National Market, as published in The Wall Street Journal on the date of
      determination of Fair Market Value. If the Common Stock is not traded on the
      Nasdaq National Market, but is traded on an exchange or over-the-counter, the
      Fair Market Value of one share of Common Stock shall be the closing price quoted
      on the exchange on which the Common Stock is listed or the average of the
      closing bid and asked prices of the Common Stock quoted in the Over-the-Counter
      Market Summary, whichever is applicable, on the date of determination of Fair
      Market Value. In all other cases, the Fair Market Value of one share of Common
      Stock shall be determined in good faith by the Company's Board of Directors
      ("Board").





(c)
      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.





(d)
      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.





(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 the Notice of Assignment attached hereto as Exhibit
      2 and
      surrender of this Warrant for registration of 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.





(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.
      Registration Rights.





(a)
      Piggyback Registration Rights. At any time after the grant date of this Warrant,
      if the Company proposes to register any Common Stock for sale solely for cash,
      either for its own account or for the account of a stockholder or stockholders
      ("Company Registration"), then the Company shall give the Holder written notice
      of its intention to do so and of the intended method of sale ("Registration
      Notice") not fewer than 30 days prior to the anticipated filing date of the
      registration statement effecting such Company Registration. The Holder may
      request inclusion of any exercisable shares under this Warrant (“Registrable
      Shares”) in such Company Registration by delivering to the Company, within 10
      days after receipt of the Registration Notice, a written notice ("Piggyback
      Notice") stating the number of Registrable Shares proposed to be included and
      that such shares are to be included in the Company Registration only on the
      same
      terms and conditions as the shares of Common Stock otherwise being sold under
      such Registration. The Company shall use its reasonable efforts to cause all
      Registrable Shares specified in the Piggyback Notice to be included in the
      Company Registration and any related offering, all to the extent requisite
      to
      permit the sale by the Holder of such Registrable Shares in accordance with
      the
      method of sale applicable to the other shares of Common Stock included in the
      Company Registration.





(b)
      Limitations on Piggyback Registrations. The Company's obligation to include
      Registrable Shares in the Company Registration pursuant to Section 2(a) shall
      be
      subject to the following limitations: The Company shall not be obligated to
      include any Registrable Shares in a registration statement (i) filed on Form
      S-4
      or Form S-8 or such other similar successor forms then in effect under the
      Securities Act, (ii) pursuant to which the Company is offering to exchange
      its
      own securities, or (iii) relating to dividend reinvestment plans. There is
      no
      limit on the number of Piggyback Registrations which may be requested
      hereunder.





4.
      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.





5.
      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.








6.
      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.





7.
      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 200


Rancho
      Santa Margarita, CA 92688


Attention:
      Chief Operating Officer


Facsimile:
      (949) 888-9525





If
      to the Lender to:











Facsimile:





8.
      Change; Waiver. This Warrant except by agreement may not be changed, amended
      or
      modified in writing signed by the
      Company and the
      Holder.





9.
      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.





10.
      Headings. The headings in this Warrant are for purposes of reference only and
      shall not be deemed to constitute a part hereof.





11.
      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.





Dated:
      November ____, 2005





RG
      Global
      Lifestyles, Inc.











Lou
      Knickerbocker


Chief
      Executive Officer







**EXHIBIT
      1**





**NOTICE
      OF EXERCISE OR CONVERSION**





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.
      Method
      of Exercise (Please initial the applicable blank):





___
      The
      undersigned elects to exercise the attached Warrant by means


of
      a cash payment,
      and tenders herewith payment in full for the


purchase
      price of the shares being purchased, together with all


applicable
      transfer taxes, if any.





___
      The
      undersigned elects to convert the attached Warrant by means


of
      the
      conversion provisions of Section 2(b) of the Warrant.





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








**EXHIBIT
      2**





**ASSIGNMENT
      FORM**





(To
      be
      executed only upon the assignment of the within Warrant)





FOR
      VALUE
      RECEIVED, the undersigned registered Holder of the within Warrant hereby sells,
      assigns and transfers unto _____________________, whose address is
      ___________________ all of the rights of the undersigned under the within
      Warrant, with respect to shares of Common Stock (as defined within the Warrant)
      of RG Global Lifestyles, Inc., and, if such shares of Common Stock shall not
      include all the shares of Common Stock issuable as provided in the within
      Warrant, that a new Warrant of like tenor for the number of shares of Common
      Stock not being transferred hereunder be issued in the name of and delivered
      to
      the undersigned, and does hereby irrevocably constitute and appoint
      _________________ attorney to register such transfer on the books of RG
      Global Lifestyles, Inc. maintained for that purpose, with full power of
      substitution in the premises.





Dated:_____________





Signature
      Guaranteed ___________________________________





____________________________________________________





By:________________________________


(Signature
      of Registered Holder)





Title:_____________________________








NOTICE:       
      The signature to this Notice of Assignment must correspond


with
      the
      name upon the face of the within Warrant in every


particular,
      without alteration or enlargement or any


change
      whatever.





The
      signature to this Notice of Assignment must be


guaranteed
      by a commercial bank or trust company in the


United
      States or a
      member firm of the New
      York Stock


Exchange.