PROMISSORY NOTE

PROMISSORY NOTE

Purple Beverage Company, Inc., a Nevada corporation (the “ Maker ”), hereby promises to pay to the order of Jay-2 Investments, LLC, a California limited liability company (the “ Holder ”), in lawful money of the United States of America, the sum of One Million and 00/l00ths Dollars ($1,000,000.00), together with accrued and unpaid interest thereon, at the rate set forth below, on or before October —, 2008 (the “ Maturity Date ”); provided, however, that all such sums shall become due and payable upon the earlier to occur occurrence of (i) a “ Financing Transaction ” (as defined below) or (ii) an “ Event of Default ”, as defined below-, provided, further , that except upon the occurrence of a Financing Transaction, an Event of Default, or an event that, with the passage of time or the giving of notice, could become an Event of Default, the Maturity Date may be extended by the Company in writing at any time prior to the Maturity Date in its sole and absolute discretion for up to 30 days, which extension shall not constitute an Event of Default.   The unpaid principal amount of this Promissory Note shall bear interest at a rate per annum equal to eleven percent (11%) calculated on the basis of a 365-day year and the actual number of days elapsed. If any interest is determined to be in excess of the then legal maximum rate, then that portion of each interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of principal and applied against the principal of the obligations evidenced by this Promissory Note. This maker shall not have any grace period to pay any monetary amounts due under this Promissory Note. After the Maturity Date, accelerated or otherwise, and during the pendency of an Event of Default, a default interest rate of eighteen percent (18%) per annum shall apply to the amounts owed hereunder.   This Promissory Note may be prepaid in whole or in part at any time, or from time to time, without premium or penalty and without prior notice to or consent by the Holder. Amounts prepaid may not be re-borrowed.   Within two business days of the occurrence of a Financing Transaction, the Maker shall immediately tender to the Holder all sums of principal, interest, and other fees then remaining unpaid hereunder. For purposes herein, a “ Financing Transaction ” shall be deemed to have occurred upon the Maker receiving in cash, in one or a series of debt or equity transactions, an amount of funds not less than $2,000,000 in gross proceeds.   This Promissory Note was issued by the Maker pursuant to a Subscription Agreement (“ Subscription Agreement ”) dated July 16, 2008. The terms of the Subscription Agreement, including but not limited to the obligations of the Maker thereunder are incorporated herein by this reference. Upper case terms not otherwise defined herein shall have the meanings ascribed to them in this Subscription Agreement.   Upon the occurrence of an Event of Default, the Holder may make all sums of principal, interest, and other fees then remaining unpaid hereunder immediately due and payable. The occurrence with respect to the Maker of any of the following events is an “ Event of Default ”: