Skinny
Nutritional Corp. (“Skinny Nutritional”) Code of Ethics and Conduct





1.
            Introduction to and
      Administration of the Skinny Nutritional’s Code of Ethics and
      Conduct





1.1           Introduction.  Skinny
Nutritional has adopted this Code of Ethics and Conduct (the “Code”) to advise
all Employees of the ethical and legal standards that we expect you to observe
when dealing with Skinny Nutritional, your colleagues, our customers and our
vendors.  When you encounter ethical or legal issues where you are not
certain about the correct course of action, you should apply the principles
described in this Code as guideposts in deciding how to proceed. We have adopted
this Code to give you guidance for resolving these questions. When you are in
doubt about the correct or best course of action, you should always consider
consulting your manager or our Chief Financial Officer for
guidance.  We expect all Employees to adhere to this Code and to
comply with all legal requirements.  Accordingly, we have established
a procedure for reporting suspected violations of the Code. Any violations of
the Code may result in disciplinary action, including termination of employment.
These matters are described in more detail below.  Throughout this
Code, we use the terms “Employees”, “you” and “your” to refer to all Skinny
employees, directors and independent contractors, and the terms “Skinny
Nutritional”, the “company”, “we” and “our” to refer to Skinny Nutritional and
its subsidiaries.





1.2
            Administration





1.2.1           Ongoing Review of
Compliance.  We require all Employees to comply with this Code.
Upon your receipt of this Code, and also from time to time as we deem to be
necessary, we may require you to sign an acknowledgment that you have read and
understood this Code and agree to comply with its provisions. We reserve the
right to monitor the ongoing compliance by any or all Employees with this Code
and to investigate any suspected violations. If substantiated, these violations
could result in disciplinary action, including immediate termination of
employment.





1.2.2           Reporting of Suspected
Violations.  All Employees are to report information about
suspected violations of this Code by any other Employee, regardless of the
identity or position of the person who is the subject of such report, to the
attention of our Chief Financial Officer or Board of Directors. If you suspect
improper accounting or auditing matters, you should bring such information to
the attention of our Chief Financial Officer or a member of our Board of
Directors. To contact our Board of Directors or to submit a report to them,
please contact the Chairman of the Board of Directors. With respect to any
suspected violation, you may make an anonymous report through the Assistant to
the President.





Skinny Nutritional will treat all
information in a confidential manner and will not take any acts of retribution
or retaliation against any Employee for making a report. As the failure to
report wrongful conduct may be interpreted as condoning such actions, the
failure to report knowledge of wrongdoing may result in disciplinary action
against any Employee who fails to report.





1.2.3           Non-Retaliation.  Retaliation
in any form against an Employee who reports a violation of this Code (even if
the report is mistaken but was submitted in good faith) or who assists in the
investigation of a reported violation is a serious violation of this
Code.  Acts of retaliation should be reported immediately and may
result in severe disciplinary action.





1.2.4           Investigation of Suspected
Violations.  Suspected violations will be investigated under
the supervision of our Chief Financial Officer or Board of Directors as deemed
appropriate.  All Employees are expected to cooperate in the
investigation of reported violations. In order to protect the privacy of persons
involved in investigations, persons investigating a suspected violation will use
their best efforts to keep confidential, the identity of anyone reporting a
suspected violation or participating in an investigation, unless disclosure is
required by law or is otherwise in the company’s best
interests.  Persons involved in an investigation are obliged to act in
the best interests of Skinny Nutritional as a company and not on behalf of any
Employee, including executive officers. Our Board of Directors has ultimate
responsibility for final interpretation of this Code and for determining whether
any violations of this Code have occurred.





1.2.5           Disciplinary
Action.  If we determine, in our good faith discretion, that
any Employee has violated any provision of this Code, such Employee may be
subject to disciplinary action, including termination of employment, without
prior warning.





1.2.6           Amendments to this Code;
Disclaimers.  This Code may be revised, changed or amended at
any time by our Board of Directors. Following any material revisions or updates,
an amended version of this Code will be distributed to you, and will immediately
supersede the prior version of this Code.  We may ask you to sign an
acknowledgment confirming that you have read and understood the revised version
of the Code, and that you agree to comply with its provisions.  This
Code reflects general principles to assist Employees in making ethical decisions
and cannot, and is not intended to, address every specific situation in which we
may find it appropriate to take disciplinary action. This Code is not intended
to create any contract (express or implied) with you, including without
limitation any employment contract, and is not a promise that your employment
will be not terminated except for cause.








1.2.7           Special Provisions
Applicable to Employees with Financial Reporting Obligations. Given the
important position of trust and authority that they occupy, our Chief Executive
Officers, Chief Financial Officer, the heads of our subsidiaries and operating
divisions and Employees involved in the Company’s financial reporting function
(collectively, the “Financial Reporting Personnel”) should use the utmost of
discretion and caution in interpreting and applying this Code. In the event that
any Financial Reporting Personnel wishes to engage in a proposed action that is
not consistent with the Code, such person must obtain a waiver of the relevant
Code provisions in advance from our Board of Directors.  U.S. federal
law requires Skinny Nutritional to make public disclosure of our Financial
Reporting Personnel’s compliance with the Code. Therefore, we will publicly
report on a Current Report on Form 8-K any waivers of any provision of the Code
granted by our Board of Directors to any Financial Reporting Personnel.
Similarly, violations of the Code by our Financial Reporting Personnel may also
be immediately reported on Form 8-K. Additional provisions of this Code
pertaining solely to Financial Reporting Personnel are set forth in Section
5.





2.
            Conflicts
      of Interest





2.1           Generally .  All
Employees have a duty of loyalty to act in the best interests of the
company.  The business decisions and actions of our Employees must
never be influenced by personal considerations or personal relationships.
Employees should avoid any relationship or activity that might impair, or appear
to impair, their ability to make objective and fair business
decisions.  Generally, a conflict of interest arises whenever your
personal interests diverge from your responsibilities to Skinny Nutritional or
from its best interests. For example, a conflict of interest may occur when
family members or close personal friends are involved in business relationships
with you, either inside or outside the company.  Other examples of
potential conflicts of interest include, but are not limited to:





·
              employment
      by an actual or potential competitor, customer, vendor or regulator while
      you are employed by us;


·
              acceptance
      of gifts, payments, products or anything of value from anyone seeking to
      do business with us;


·
              placement
      of Skinny business with an entity in which you or a family member has a
      financial interest;


·
              Appropriating
      or diverting to yourself or others any business opportunity or idea in
      which we might have an interest;
and


·
              a
      significant ownership interest in a
competitor.





In such situations, or where even the
appearance of a conflict of interest may exist, seek guidance from your manager
or our Chief Financial Officer.





2.2           Use of Company
Assets.You are responsible for the proper use of our assets
and property, as well as its proprietary information. Our offices, equipment,
supplies and other resources may not be used for activities which are not
related to your employment with Skinny Nutritional, except for any activities
that have been approved in writing in advance by us, or for personal usage that
is minor in amount and reasonable. If you are found to be engaging in, or
attempting, theft of any Skinny Nutritional property, including without
limitation, documents, equipment, intellectual property, personal property of
other employees, you may be subject to immediate termination of your employment
and we reserve the right to refer the matter for criminal proceedings. We expect
you to report any theft or attempted theft to your manager or our Chief
Financial Officer.





Proprietary marks, slogans, logos or
other devices used to identify Skinny Nutritional and its proprietary assets are
important and valuable assets which require discretion in their use. You may not
negotiate or enter into any agreement concerning our trademarks, service marks
or logos without first consulting an authorized officer. We also respect the
intellectual property rights of others, and any proposed name of a new product
or offering intended to be sold or provided to customers should be submitted to
the appropriate authorized officer for clearance prior to its adoption and use.
Similarly, using the trademark or service mark of another company for marketing
purposes (even one with whom Skinny has a business relationship), requires
clearance or approval. You must avoid the unauthorized use of copyrighted or
patented materials of others and should ask an authorized officer if you have
any questions regarding the permissibility of photocopying, excerpting,
electronically copying or otherwise using copyrighted or patented materials. All
copies of work that is authorized to be made available for ultimate distribution
to the public should bear the prescribed form of copyright notice.








2.3           Gifts, Gratuities and
Entertainment.  You may not offer money, gifts or other items
or products of value to customers or potential customers for the purpose of
securing a contract or obtaining favorable treatment. Business-connected favors
or gifts may not be extended to customers or vendors (current or prospective),
unless they (a) are consistent with customary business practices; (b) do not
have substantial monetary value and would not be viewed as improper by others;
and (c) do not violate applicable laws or regulations. Business entertainment in
the form of meals and beverages or other entertainment may be offered only if
these activities and related expenses are modest and infrequent.





You should decline any gift, favor,
entertainment or anything else of value from current or prospective customers,
vendors or contractors or their representatives except for (a) gifts that do not
have substantial monetary value given at holidays or other special occasions and
(b) reasonable entertainment at lunch, dinner or business meetings where the
return of the expenditure on a reciprocal basis is likely to occur and would be
properly chargeable as a business expense. Other routine entertainment that is
business-related such as sports outings or cultural events is acceptable under
this policy only if reasonable, customary and not excessive. If you question the
propriety of any gift, consult with your manager or our Chief Financial
Officer.





3.
            Laws and
      Regulations





3.1           Generally.   All
Employees are to comply with all applicable local, state and federal laws and
regulations, both domestic and international, and refrain from illegal,
dishonest or unethical conduct. Although laws and regulations may sometimes be
difficult to interpret, we expect you to make a good-faith effort to follow both
the letter and the spirit of the law.  You must consult your manager
or our Chief Financial Officer if you are uncertain as to whether a specific act
or omission is legal.  In addition, all Employees are to comply with
all applicable policies and procedures.  This includes, but is not
limited to, our policies on equal opportunity, harassment, drug-free workplace,
computer usage and information technology, data protection, expense
reimbursement and travel, as well as our internal financial controls and
procedures. We may modify or update these policies and procedures in the future,
and adopt new company policies and procedures from time to time. You must ensure
that you remain aware of all such changes to these policies. You are also
expected to observe the terms of any Non-Disclosure, Non-Solicitation or
Non-Compete Agreement, Employment Agreement or other similar agreement that
applies to you. If you previously signed one of these agreements with us, it
remains in full force and effect.





3.2           Bribes.  Bribery is
illegal and subject to criminal penalties. You may not give any bribes,
kickbacks or other similar considerations to any person or organization to
attract business.  All decisions regarding the purchasing of
materials, supplies, products and services must be made on the basis of
competitive price, quality and performance, and in a way that preserves our
integrity. Fees, commissions or other amounts paid to outside consultants,
agents or other third parties must be fully disclosed to our Chief Financial
Officer or Controller, and must be legal, proper and reasonable.





3.3           International
Operations.  You are expected to comply with the legal
requirements and ethical standards of each country in which you conduct company
business, as well as with all U.S. laws applicable in other countries. The U.S.
Foreign Corrupt Practices Act (FCPA) applies to business transactions both
inside the United States and in other countries. Its requirements relate to
accurate and complete financial recording, transactions with foreign government
officials and restrictions on the use of funds for unlawful or improper
purposes. The FCPA makes illegal any corrupt offer, payment, promise to pay, or
authorization to pay any money, gift, or anything of value to any foreign
official, or any foreign political party, candidate or official, for the purpose
of:





·
              Influencing
      any act, or failure to act, in the official capacity of that foreign
      official or party; or


·
              Inducing
      the foreign official or party to use influence to affect a decision of a
      foreign government or agency, in order to obtain or retain business for
      anyone, or direct business to
anyone.





Because violation of the FCPA can bring
severe penalties, including criminal fines for the company and individuals and
jail terms, it is essential that you become familiar with the FCPA’s
requirements if you are living or working in a foreign country. Other statutes
that may affect our international operations include, but are not limited to,
the Anti-Bribery and Fair Competition Act and the Export Administration Act. All
supervisory personnel are expected to monitor continued compliance with these
laws to ensure our compliance.  If you have any questions regarding
these legal requirements, please contact your manager or our Chief Financial
Officer.











3.4           Political
Activity.  You should not make political contributions in a way
that might appear to be an endorsement or contribution by Skinny Nutritional. We
will not reimburse you for political contributions under any
circumstances.





3.5           Antitrust
Considerations.  Antitrust laws prohibit agreements or actions
that restrain trade or reduce competition.  Violation of antitrust
laws can result in severe civil and criminal penalties, including imprisonment
for individuals, and Skinny Nutritional can be subjected to substantial fines
and monetary awards. Skinny Nutritional as a company avoids conduct that may
even appear to be questionable under antitrust laws and expects all Employees to
carry out company business consistent with this policy.  In all
contacts with our competitors, you are expected to avoid discussing prices,
costs, competition, market share, marketing plans or studies, and any other
proprietary or confidential information.  Examples of agreements or
arrangements with competitors which should therefore be avoided include: (a)
Agreements that affect the price or other terms or conditions of sale; (b)
Agreements regarding the customer to whom we will, or will not, sell its
products; (c) Agreements to refuse to buy from particular vendors; and (d)
Agreements that limit the types of products which we will
provide.  Furthermore, we cannot coerce customers into complying with
restrictive arrangements.  Therefore, you should not negotiate
agreements with customers without the approval of an authorized company officer
which (a) require or prohibit customers from purchasing all of their
requirements from us or other companies or (b) require customers to buy one
Skinny Nutritional product as a condition of obtaining another.  In
all cases where there is question or doubt about a particular activity or
practice, Employees should promptly contact our Chief Financial
Officer.





3.6           Securities Laws and Insider
Trading. Skinny Nutritional is a publicly-traded company. As an employee
of Skinny Nutritional you have been subject to Skinny Nutritional’s policy
against insider trading as set forth in the Employee Handbook previously
distributed to you.  Simply stated, material, non-public information
is not to be used for personal gain, and you should not trade in Skinny
Nutritional stock when you possess such information. If you have any question
regarding whether it is appropriate to engage in any transaction, contact the
Chief Financial Officer. The U.S. securities laws forbid an investor from
purchasing or selling securities based upon “inside” information not available
to the other party. The consequences of insider trading violations can be
severe. Employees who trade on inside information, or who communicate (or “tip”)
this information to others so that they may trade, may face substantial civil
penalties, criminal fines and imprisonment. Additionally, Skinny Nutritional may
also face severe legal consequences, including, among other things, substantial
criminal penalties.





Employees who have material, nonpublic
(i.e., “inside”) information about the company should not buy or sell Skinny
Nutritional securities until a reasonable time after the inside information has
been publicly disclosed. You also should not disclose inside information to
others outside Skinny Nutritional until a reasonable time after the information
has been publicly disclosed. In addition, it is never appropriate for you to
advise others to buy or sell Skinny Nutritional securities.  We
further believe that it is highly inappropriate for any Skinny Nutritional
person to “sell short” Skinny Nutritional stock or engage in other transactions
where the person will earn a profit based on a decline in Skinny Nutritional’s
stock price. These rules also apply to the use of material, nonpublic
information about other companies (including, for example, our customers,
competitors and potential business partners). In addition to you, these rules
apply to your spouse, children, parents and siblings, as well as any other
family members living with you in your household. Additional guidance pertaining
to this issue is provided in your Employee Manual.





3.7           Government Contracting.Skinny Nutritional may do business with federal, state or local
government agencies in the United States and in other countries. All Employees
engaged in business with these government entities must comply with specific
rules and regulations concerning relations with these
entities.  Important considerations for doing business with government
entities include:





·
              Not
      offering or accepting kickbacks, bribes, gifts, or anything else of value
      with the intent of obtaining favorable treatment from the recipient (note
      that a gift that is customary in the private sector may be impermissible
      to a government entity); and


·
              Not
      improperly soliciting or obtaining confidential information, such as
      sealed competitors' bids, from government officials prior to the award of
      a contract.





3.8           Retention of
Documents.  Certain documents and records must be retained for
specific periods of time to comply with legal and regulatory requirements or
contractual obligations. You are to comply with all document retention
requirements applicable to your work. If you are uncertain whether the documents
or records you are handling are subject to these requirements, please consult
with your manager or our Chief Financial Officer.  If at any time you
become aware that any document or record may be required to be disclosed in
connection with a lawsuit or government investigation, you must preserve all
possibly relevant documents. This means that you must immediately cease
disposing of or altering all potentially relevant documents, even if that
activity is ordinary or routine.  If you are uncertain whether
documents or records under your control should be preserved because they might
relate to a lawsuit or investigation, you should contact your manager or our
Chief Financial Officer.









4.
              Confidentiality





4.1           Confidential
Information.  You will often have access to information that is
confidential and proprietary to Skinny Nutritional, has not been made public and
constitutes trade secrets or proprietary information. Protection of this
information is critical to our success.  Your obligations with respect
to our confidential trade secrets and proprietary information are:





·
              Not
      to disclose the information outside of Skinny
  Nutritional;


·
              Not
      to use the information for any purpose except to benefit our business;
      and


·
              Not
      to disclose the information within Skinny Nutritional, except to other
      Employees who need to know, or use, the information and are aware that it
      constitutes a trade secret or proprietary
  information.





These obligations continue even after
you leave Skinny Nutritional. If you have previously signed a Non-Disclosure
Agreement, Employment Agreement or other similar agreement that governs your
obligations with respect to our information, you must also follow such
agreements. Any documents, papers or records that contain trade secrets or
proprietary information are our property, and must remain at the
company.  Our confidential trade secrets and proprietary information
may include, information regarding our operations, business plans, customers,
strategies, trade secrets, finances, assets, technology, data or other
information that reveals the processes, methodologies, technology or “know how”
by which our existing or future products, services or methods of operation are
developed or conducted.





4.2           Confidential Information of Third
Parties.In the normal course of business, you will acquire information
about others, including customers, vendors and competitors.  We
properly gather this kind of information for such purposes as evaluating
customers’ business needs, determining requirements and evaluating vendors. We
also collect information on competitors from a variety of legitimate sources to
evaluate the relative merits of our products and marketing
methods.  You may not use information obtained from our customers or
vendors in any way that harms them or violates contractual obligations to them.
When working with sensitive information about customers or vendors, you should
use that information only for the purposes for which it was disclosed to you and
make it available only to other Employees with a legitimate “need to
know”.





4.3           Inadvertent
Disclosure.  In order to avoid the inadvertent disclosure of
any confidential information, you should never discuss with any unauthorized
person (whether or not an Employee) any information that we consider
confidential or which we have not made public. You should also not discuss this
information with family members or with friends, as they may unintentionally
pass the information on to someone else.





4.4           Contacts with Reporters, Analysts
and Other Media.  Because of the importance of the legal
requirements regarding disclosure of certain information to our investors, we
must ensure the accuracy of any information regarding our business, financial
condition or operating results that is released to the public.  As a
result, you should not discuss internal Skinny Nutritional matters with anyone
outside of Skinny Nutritional, except as clearly required in the performance of
your job duties. This prohibition applies particularly to inquiries about Skinny
Nutritional made by the news media, securities analysts and investors. All
responses to these inquiries must be made only by the following authorized
persons: our Chief Executive Officer, Chief Financial Officer or any individuals
specifically designated by them. Only these individuals are authorized to
discuss information about Skinny Nutritional with the news media, securities
analysts and investors. If you receive inquiries from these sources, you should
immediately refer them to one of these authorized spokespersons.





5.
            Duties
      of Financial Reporting Personnel; Accounting and Financial Records and
      Disclosure





5.1           General.    Skinny
Nutritional has a responsibility to maintain complete, accurate and reliable
records of our business and must comply with various disclosure requirements
imposed by the United States Securities and Exchange Commission and by any
exchange on which its securities are listed for trading.  Our
executive officers, the heads of our subsidiaries and operating divisions and
members of our finance department have a special role in the preparation of
these reports.  To satisfy these requirements, we have implemented
procedures to ensure that only proper transactions are entered into by the
Company, that such transactions have proper management approval, that such
transactions are properly accounted for in the books and records of the Company
and that the reports and financial statements of the Company fairly and
accurately reflect such transactions. All Financial Reporting Personnel are to
familiarize themselves with these policies, accounting controls, procedures and
records and comply with these requirements. Ultimately, our Financial Reporting
Personnel bear significant responsibility for the accuracy and timeliness of
disclosures in reports and documents we file with or submit to the Securities
and Exchange Commission and in other public communications.








Due to these considerations, our
Financial Reporting Personnel bear a special responsibility for promoting
integrity throughout the organization, with responsibilities to stakeholders
both inside and outside of Skinny Nutritional. These particular persons have a
special role both to adhere to these principles themselves and also to ensure
that a culture exists throughout the company as a whole that ensures the fair
and timely reporting of our financial results and condition.  Each
Financial Reporting Personnel agrees to:





·
              Provide
      information that is accurate, complete, objective, relevant, timely and
      understandable to ensure full, fair, accurate, timely, and understandable
      disclosure in reports and documents that we file with, or submit to,
      government agencies and in other public
  communications.





·
              Comply
      with rules and regulations of federal, state and local governments, and
      other appropriate private and public regulatory
  agencies.





·
              Act
      in good faith, responsibly, with due care, competence and diligence,
      without misrepresenting material facts or allowing one’s independent
      judgment to be subordinated.





·
              Respect
      the confidentiality of information acquired in the course of work except
      when authorized or otherwise legally obligated to
  disclose.





·
              Promptly
      report to the Board of Directors any conduct that the individual believes
      to be a violation of law or business ethics or of any provision of this
      Code, including any transaction or relationship that reasonably could be
      expected to give rise to such a
conflict.





5.2           Disclosures to Investors; Financial
Reporting Considerations.Skinny Nutritional is required under U.S.
federal securities laws to provide the public with periodic disclosure regarding
our business and financial condition (such as quarterly and annual reports and
materials for our annual stockholders’ meeting). We provide additional
disclosures to the public through quarterly earnings releases and other press
releases. All Employees who participate in the preparation or dissemination of
this information, or who provide information that they know may be used in the
preparation of these disclosures, have a legal and ethical duty to ensure that
the content of the disclosures is accurate, complete and timely. We have created
disclosure controls and procedures which are designed to ensure that all public
disclosures are accurate, complete and timely.





To administer these controls and
procedures, our Chief Financial and Chief Executive Officers serve as a
Disclosure Committee. We may expand this committee from time to time in order to
enhance our disclosure controls and procedures. The Disclosure Committee is (or
certain of its members are), among other things, charged with reviewing our
periodic reports and press releases. It is the responsibility of the Committee
to ensure that it has reviewed and disseminated all material information about
the Company that, by law, should be disseminated.  You may be asked to
serve on this Committee or to assist the Disclosure Committee in reviewing
certain materials in connection with its responsibilities.  If you do
so, you must accomplish this faithfully and in accordance with all the
Committee’s policies. You should report to the Disclosure Committee all
information that it needs to fulfill its duties.





5.3           Accounting and Financial
Records.  Skinny Nutritional is required under U.S. federal
securities laws and generally accepted accounting principles to keep books,
records and accounts that accurately reflect all transactions and to provide an
adequate system of internal accounting and controls.  We expect you to
ensure that those portions of our books, records and accounts for which you have
responsibility are valid, complete, accurate and supported by appropriate
documentation in verifiable form.








You should not:





·
              Improperly
      accelerate or defer expenses or revenues to achieve financial results or
      goals;


·
              Maintain
      any undisclosed or unrecorded funds or “off the book”
    assets;


·
              Establish
      or maintain improper, misleading, incomplete or fraudulent accounting
      documentation or financial
reporting;


·
              Record
      revenue for any project that has not fully complied with our revenue
      recognition guidelines;


·
              Make
      any payment for purposes other than those described in the documents
      supporting the payment;


·
              Submit
      or approve any expense report where you know or suspect that any portion
      of the underlying expenses were not incurred or are not accurate;
      or


·
              Sign
      any documents believed to be inaccurate or
  untruthful.





All Employees who exercise supervisory
duties over our assets or records are expected to establish and implement
appropriate internal controls over all areas of their responsibility. This will
help ensure the safeguarding of our assets and the accuracy of our financial
records and reports. We have adopted various types of internal controls and
procedures as required to meet internal needs and applicable laws and
regulations. You are to adhere to these controls and procedures to assure the
complete and accurate recording of all transactions. Any accounting entries or
adjustments that materially depart from generally accepted accounting principles
must be approved by our Board of Directors and reported to our independent
auditors. You must not interfere with or seek to improperly influence (directly
or indirectly) the review or auditing of our financial records by our Board of
Directors or independent auditors.





If you become aware of any questionable
transaction or accounting practice concerning Skinny Nutritional or our assets,
we expect you to report the matter immediately to our Chief Financial Officer or
to a member of our Board of Directors. In addition, we expect you to report all
material off-balance-sheet transactions, arrangements and obligations,
contingent or otherwise, and other relationships with unconsolidated entities or
other persons that may have material current or future effects on our financial
condition or results of operations to our Chief Financial Officer or to a member
of our Board of Directors.





5.5           Confidentiality Considerations;
Securities Law Compliance.All Financial Reporting Personnel will have
special access to our confidential financial information. This may include
non-public reports and analyses, pro-forma financial statements and other draft
or preliminary financial information. Financial Reporting Personnel should (i)
never disclose this information to individuals outside the Company and (ii)
caution individuals within the Company to whom you provide such information to
carefully maintain its confidentiality and prevent its disclosure. Financial
Reporting Personnel must also apply the utmost consideration to transactions
involving our securities in light of their possession to confidential financial
information.  Financial Reporting Personnel are therefore expected to
notify our Chief Financial Officer prior to engaging in any transactions
involving our securities in order to ensure compliance with all securities laws
and regulations.  Similarly, we impose periodic blackout periods
during which Financial Reporting Personnel may not engage in transactions
involving our securities.  All Financial Reporting Personnel should
notify our Chief Financial Officer before purchasing or selling any of our
securities in order to obtain clearance from the Chief Financial Officer that
the proposed transaction complies with all securities laws and regulations and
Skinny Nutritional policies.