SECURITIES PURCHASE AGREEMENT

     SECURITIES PURCHASE AGREEMENT (the ?Agreement"), dated as of September 25, 2007, by and among Clearly Canadian Beverage Corporation, a Canadian corporation, incorporated under the laws of British Columbia, Canada with headquarters located at 2267 10^th Avenue W., Vancouver, BC, Canada V6K2J1 (the ?Company"), and the investors listed in Schedule A of Buyers attached hereto (individually, a ?DMR Buyer" and collectively, the "DMR Buyers") and in Schedule B of Buyers attached hereto (individually, a ?MOB Buyer" and collectively, the ?MOB Buyers").

     WHEREAS:

     A. Contemporaneously with the execution and delivery of this Agreement, the Company is entering into a Securities Purchase Agreement in connection with a private placement into the Company of no less than $7,000,000 USD (the ?Private Placement?).

     B. The Company and the DMR Buyers executed a Share Purchase Agreement dated February 5, 2007 in connection with the Company?s purchase of all of the shares of DMR Food Corporation (the ?DMR Agreement?).

     C. Pursuant to the DMR Agreement, the Company issued warrants to each DMR Buyer, in such amounts as is set forth in column (2) of Schedule A of Buyers (the ?DMR Warrants?).

     D. The Company and the MOB Buyers executed a Share Purchase Agreement dated May 24, 2007 in connection with the Company?s purchase of all of the shares of My Organic Baby Inc (the ?MOB Agreement?).

     E. Pursuant to section 2.2(d) of the MOB Agreement, the Company issued warrants to each MOB Buyer, in such amounts as is set forth in column (2) of Schedule B of Buyers (the ?MOB Warrants?).

     F. Pursuant to sections 2.2(b) and (c) of the MOB Agreement, the Company issued shares to each MOB Buyer, in such amounts as is set forth in column (3) of Schedule B of Buyers (the ?MOB Shares?).

     G. Pursuant to section 2.6 of the MOB Agreement, the Company issued shares to each MOB Buyer, in such amounts as is set forth in column (4) of Schedule B of Buyers (the ?MOB Lock-Up Shares?).

     H. Pursuant to section 2.4 of the DMR Agreement, the Company issued shares to each DMR Buyer, in such amounts as is set forth in column (3) of Schedule A of Buyers (the ?DMR Shares?).

     I. The Company and the DMR Buyers wish to modify the terms of the DMR Agreement upon the terms and conditions stated in this Agreement.

     J. The Company and the MOB Buyers wish to modify the terms of the MOB Agreement upon the terms and conditions stated in this Agreement.

     K. The Company and each DMR Buyer and each MOB Buyer (individually, a ?Buyer" or ?Buyer? and collectively, the ?Buyers") are executing and delivering this Agreement in reliance upon the exemption from securities registration in the United States afforded by either (i) Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act"), and Rule 506 of Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "SEC") under the 1933 Act or (ii) Section 903 of Regulation S as promulgated by the SEC under the 1933 Act, and in Canada, upon the exemption from the prospectus and registration requirements afforded by Section 2.3 of National Instrument ("NI") 45-106 of the Canadian Securities Administration ("CSA").

     L. The Company has authorized a new series of senior convertible notes of the Company which notes shall be convertible into the Company's limited voting shares, without par value (the "Common Shares"), in accordance with the terms of the Notes (as defined below).

     M. Each Buyer wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement that aggregate principal amount of the Notes, in substantially the form attached hereto as Exhibit A (the "Notes"), set forth opposite such Buyer's name in column (3) on the Schedule C of Buyers attached hereto (as converted, collectively, the "Conversion Shares").

     N. The Notes bear interest, which at the option of the Company, subject to certain conditions, may be paid in Common Shares (the "Interest Shares").

     O. The Notes, the Conversion Shares and the Interest Shares collectively are referred to herein as the "Securities".

NOW, THEREFORE, the Company and each Buyer hereby agree as follows:

     1. MODIFICATION OF DMR AND MOB AGREEMENTS; PURCHASE AND SALE OF NOTES.

Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the parties agree as follows:

          (a) Surrender of DMR Warrants. Contemporaneously with the execution and delivery of this Agreement, the DMR Buyers shall return to the Company for surrender and cancellation the original certificates representing the DMR Warrants.

          (b) Surrender of MOB Warrants. Contemporaneously with the execution and delivery of this Agreement, the MOB Buyers shall return to the Company for surrender and cancellation the original certificates representing the MOB Warrants.

          (c) Surrender of MOB Shares. Contemporaneously with the execution and delivery of this Agreement, the MOB Buyers shall return to the Company for surrender and cancellation the original certificates representing the MOB Shares.

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          (d) Release of DMR Obligations. Subject to the provisions of Paragraph 1(f)(4) below in connection with the DMR Shares, the DMR Buyers hereby release and forever discharge the Company from any and all obligations arising from section 2.4 of the DMR Agreement.

          (e) Release of MOB Obligations. The DMR Buyers hereby release and forever discharge the Company from any and all obligations arising from sections 2.3 and 2.4 of the MOB Agreement.

          (f) Purchase of Notes. In consideration of the foregoing, the Company shall, on Closing (as defined below):

               (i) pay to the Buyers an aggregate amount of $4,000,000.00, by certified or solicitor?s cheque or cheques, with each Buyer receiving that amount set forth opposite such Buyer?s name in column (4) on the Schedule C of Buyers; and

               (ii) issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company on the Closing Date (as defined below) a principal amount of Notes as is set forth opposite such Buyer's name in column (3) on the Schedule C of Buyers (the "Closing").

              (iii) Reset of MOB Lock-Up Shares. In the event that on the date which is five hundred an forty (540) calendar days following the Subscription Date (as defined in the Notes) (the "Trigger Date"), the MOB Buyers shall not have in their possession a total of $600,000.00 through a combination of (i) the proceeds of the sale of the MOB Lock-Up Shares (net of sales commissions and other costs of disposition); and/or (ii) the value of the remaining MOB Lock-Up Shares based on the average closing price of the Common Shares on the NASD OTC, or other public securities exchange, for the 10 trading day time period immediately preceding the Trigger Date (any such shortfall shall be referred to in dollar amounts as the ?MOB Lock-Up Shares Shortfall?), the MOB Buyers shall have the right to demand that the Company issue the MOB Buyers (pro-rata to each MOB Buyer based on the amounts as is set forth in column (4) of Schedule B of Buyers) an amount of Common Shares as have a market value equal to the MOB Lock-Up Shares Shortfall, such market value being calculated based on the average closing price of the Common Shares on the NASD OTC, or other public securities exchange, for the 10 trading day time period immediately preceding the Trigger Date (the Company shall issue such shares within 15 Business Days of receiving written notice from the MOB Buyers of demand for the MOB Lock-Up Shares Shortfall); provided, however, that the Company shall only have the option, unless waived by the MOB Buyers, to pay the MOB LockUp Shares Shortfall in Common Shares if the Common Shares have traded an average daily volume of 100,000 shares for the 30 trading days immediately preceding the Trigger Date and otherwise, the MOB Lock-Up Shares Shortfall shall be paid in cash.

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