Skinny Nutritional Corp.


3 Bala Plaza East, Suite 101


Bala Cynwyd, Pennsylvania 19004


Tel. (610) 784-2000


Attention:          Michael Salaman


            Chief Executive Officer


 


Re:        WAIVER OF DEFAULT UNDER EXISTING NOTE AND AMENDMENT TO
SECTION 2(D) THEREOF FOR PAYMENT OF INTEREST


 


Ladies and Gentlemen:


 


Reference is made to the Convertible Senior Subordinated Secured
Note (the “Existing Note”) held by the undersigned and issued by Skinny Nutritional Corp. (the “Company”).
Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed thereto in the Existing
Note.


The undersigned hereby waives in full any and all existing defaults
and Events of Defaults under the Existing Note.


 


The undersigned hereby waives any notice condition under Section
2(d) of the Existing Notes with respect to the payment of Interest Shares for any interest payable to the undersigned holder due
and payable as of April 30, 2012. The undersigned further agrees to accept Interest Shares as determined under Section 2(d) of
the Existing Notes in full payment of all interest due and payable to the undersigned as the holder of an Existing Note.


 


The undersigned further waives in full all registration rights
previously granted to the undersigned pursuant to the Subscription Agreement and Existing Notes with respect to such Interest Shares.
The undersigned hereby agrees that the undersigned and any assignee shall be required to rely upon Rule 144 as promulgated by the
Securities and Exchange Commission with respect to any resale of the Interest Shares.


 


In the event that any provision of this Waiver and Amendment
becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Waiver and Amendment shall
continue in full force and effect without said provision.


 


This Waiver and Amendment shall be governed by and construed
under the laws of the State of New York applicable to contracts made and to be performed entirely within the State of New York.
The Company hereby irrevocably submit to the non-exclusive jurisdiction of the state and federal courts sitting in the City of
New York, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or
discussed herein, and hereby irrevocably waive, and agree not to assert in any suit, action or proceeding, any claim that it is
not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient
forum or that the venue of such suit, action or proceeding is improper.


 


This Waiver and Amendment has been executed in a number of identical
counterparts, each of which shall be deemed an original for all purposes and all of which constitute, collectively, one agreement;
but, in making proof of this Waiver and Amendment, it shall not be necessary to produce or account for more than one such counterpart.


 


Except as expressly provided herein, the terms and provisions
of the Existing Notes, Subscription Agreement and Security Agreement shall remain in full force and effect.


 


This Waiver and Amendment is intended to be a valid and binding
agreement between the Company and the undersigned. The undersigned holder of an Existing Note is not entitled to cancel, terminate
or revoke this Waiver and Amendment and that this Waiver and Amendment shall survive the death or disability of the undersigned
holder and shall be binding upon the undersigned holder of Existing Notes and his/her/its heirs, executors, administrators, successors,
legal representatives, and assigns.


  



    	 



    	 



    



 


This Waiver and Amendment shall be of no force or effect unless
the Next Financing is completed on or before October 30, 2012. 


 


IN WITNESS WHEREOF, the parties have caused this Waiver and
Amendment to be duly executed as of the 21st day of May, 2012.


 


	 	SKINNY NUTRITIONAL CORP.
	 	 
	 	By:	 
	 	Michael Salaman
	 	Chief Executive Officer


 


HOLDER OF EXISTING NOTE:


ACCEPTED AND AGREED: MAY ____, 2012


 


	Principal Amount:	$	 
	 	 
	Print Name	 
	Of Holder:	 
	 	 
	Signature of Holder	 
	or Authorized Officer: