CONSULTING AGREEMENT

This CONSULTING AGREEMENT (this “ Agreement ”) is entered into as of September 15, 2008, by and between Purple Beverage Company, Inc., a Nevada corporation (the “ Company ”) and Barry Honig, an individual (the “ Consultant ”).

Recitals

WHEREAS, the Company has a pre-existing relationship with Consultant and Consultant has previously discussed with the Company his skills and relationships and has offered to make introductions useful to the Company, and has advanced certain funds as short-term bridge loans to the Company and Company now desires to engage Consultant to provide certain Services (as defined in Section 3 below) for compensation, and Consultant desires to provide the Services to the Company, upon the terms and subject to the conditions set forth below.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.    Engagement . The Company hereby engages Consultant to provide the Services during the Term (as defined below), and Consultant hereby accepts such engagement to provide the Services during the Term (the “ Engagement ”).

a.    Term . The Engagement shall commence on the date hereof and shall terminate on the first anniversary of the date hereof, unless earlier terminated in accordance with Section 2(b) below (the “ Term ”).

b.    Termination . This Agreement may be terminated by Consultant or the Company at any time upon thirty (30) days prior written notice of such termination to the other party.

c.    Effect of Termination . In the event of a termination of this Agreement, (i) Consultant shall still be entitled to receive all of the Consulting Shares (as defined in Section 4 ) and (ii) the Company shall reimburse Consultant for all expenses previously approved by the Company incurred by Consultant in connection with Consultant’s Engagement.

3.    Services to be Provided by Consultant . During the Term, Consultant shall provide services to the Company as set forth on Exhibit A , as well as any other services that are mutually agreed between the parties hereto (collectively, the “ Services ”). The parties hereto acknowledge and agree that the Services to be provided are in the nature of advisory services only, and Consultant shall have no responsibility or obligation for execution of the Company’s business or any aspect thereof nor shall Consultant have any ability to obligate or bind the Company in any respect. Consultant shall have control over the time, method and manner of performing the Services. Consultant shall render such services as are from time to time requested by the Chief Executive Officer of the Company, Theodore Farnsworth.

4.    Compensation . In consideration for the Services to be provided hereunder, Consultant shall receive, promptly after the execution of this Agreement, as a consulting fee, 4,500,000 shares of the Company’s common stock, par value $0.001 per share (the “ Consulting Shares ”) consisting of 2,500,000 shares in consideration of bridge loans advanced by Consultant and 2,000,000 shares issued under the Company’s 2007 Incentive Plan.

5.    Piggy-Back Registration Rights .  

(a) The Company shall notify Consultant in writing at least twenty (20) days prior the filing of any registration statement under the Securities Act of 1933, as amended (the “ Securities Act ”), in connection with a public offering of shares of the Company's common stock (the “ Common Stock ”) (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the resale of the Consulting Shares and will afford Consultant an opportunity to include in such registration statement all or part of the Consulting Shares held by Consultant. In the event Consultant desires to include in any such registration statement all or any part of the Consulting Shares held by Consultant, Consultant shall within ten (10) days after the above-described notice from the Company, so notify the Company in writing, including the number of such Consulting Shares Consultant wishes to include in such registration statement. If Consultant decides not to include all of his Consulting Shares in any registration statement thereafter filed by the Company Consultant shall nevertheless continue to have the right to include any Consulting Shares in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon the terms and conditions set forth herein.  

(b) In connection with its obligation under this Section 5 , the Company will (i) furnish to Consultant without charge, at least one copy of any effective Registration Statement and any post-effective amendments thereto, including financial statements and schedules, and, if Consultant so requests in writing, all documents incorporated therein by reference and all exhibits (including those incorporated by reference) in the form filed with the Securities and Exchange Commission; and (ii) deliver to Consultant and the underwriters, if any, without charge, as many copies of the then effective the prospectus included the Registration Statement, as the same may be amended or supplemented, (including such prospectus subject to completion) (the “ Prospectus ”) and any amendments or supplements thereto as such Persons may reasonably request.

(c) As a condition to the inclusion of his Consulting Shares, Consultant shall furnish to the Company such information regarding Consultant and his affiliates and the distribution proposed by Consultant as the Company may request in writing or as shall be required in connection with any registration, qualification or compliance referred to in this Agreement.

(d) Consultant agrees by acquisition of Consulting Shares that, upon receipt of any notice from the Company of the happening of any event that, in the good faith judgment of the Company’s Board of Directors, requires the suspension of Consultant ’s rights under this Section 5 , Consultant will forthwith discontinue disposition of Consulting Shares pursuant to the then current Prospectus until Consultant is advised in writing by the Company that the use of the Prospectus may be resumed. If so directed by the Company, on the happening of such event, Consultant will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in buyer’s possession, of the Pro