**NEITHER
      THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
      WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      "ACT"), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL
      SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
      REQUIRED.**





**THE
      SALE OR OTHER DISPOSITION OF, THE SECURITIES REPRESENTED BY THIS CERTIFICATE
      ARE
      RESTRICTED BY AND SUBJECT TO THE PROVISIONS OF AN AGREEMENT DATED AS OF FEBRUARY
      27, 2007, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, BETWEEN THE COMPANY
      AND
      GELTECH SALES, LLC. A COPY OF SUCH AGREEMENT IS AVAILABLE FOR INSPECTION AT
      THE
      OFFICES OF THE COMPANY.**





THE
      TRANSFERABILITY OF THIS WARRANT IS


RESTRICTED
      AS PROVIDED IN SECTION 2




No.
            February
                27, 2007




**SKINNY
      NUTRITIONAL CORP.**


**COMMON
      STOCK PURCHASE WARRANT**





For
      good
      and valuable consideration, the receipt of which is hereby acknowledged by **SKINNY
      NUTRITIONAL CORP.** ,
      a
      Nevada corporation (the **“Company”** ),
      ______
      (the **“Holder”** ),
      is
      hereby granted the right to purchase, at any time from the date that this
      Warrant is issued until 5:00 P.M., New York City time, on February 27, 2014
      (the **“Warrant
      Exercise Term”** ),
      in
      accordance with the terms and conditions of this Warrant, a maximum amount
      of up
      to __________________________________ fully-paid and non-assessable shares
      of
      the Company’s Common Stock, $.001 par value per share ( **“Common
      Stock”** ),
      subject to the Company’s right of redemption set forth in Section 4 hereof.





l. Exercise
      of Warrant





1.1  *General;
      Definitive Agreement.*





(a)  This
      Warrant is exercisable at a per share price of $0.24 (the **“Exercise
      Price”** ),
      subject to adjustment as provided in Section l hereof, payable in cash or by
      certified or official bank check in New York Clearing House funds. Upon
      surrender of this warrant certificate with the annexed Exercise Form duly
      executed, together with payment of the Exercise Price for the shares of Common
      Stock purchased at the Company’s principal executive offices the registered
      Holder of the Warrant shall be entitled to receive a certificate or certificates
      for the shares of Common Stock so purchased (the **“Warrant
      Shares”** ).
      The
      purchase rights represented by this Warrant are exercisable at the option of
      the
      Holder hereof, in whole or in part (but not as to fractional shares of the
      Common Stock) during any period in which this Warrant may be exercised as set
      forth above. In the case of the purchase of less than all the shares of Common
      Stock purchasable under this Warrant, the Company shall cancel this Warrant
      upon
      the surrender thereof and, upon the written request of the Holder, the Company
      shall execute and deliver a new Warrant of like tenor for the balance of the
      shares of Common Stock purchasable hereunder.








(b)  In
      accordance with the terms and conditions set forth herein, but subject to the
      terms and conditions of that certain agreement between the Company and GelTech
      Sales, LLC, dated as of the 27 th day of
      February 2007 (the **“Definitive
      Agreement”** ),
      commencing on the date first set forth above (the **“Grant
      Date”** ),
      this
      Warrant may be exercised by the Holder for up to a maximum amount of ____ of
      the
      Warrant Shares covered hereby.





(c)  This
      Warrant shall remain issued and outstanding during the Warrant Exercise Term
      (or
      until this Warrant is exercised) for the Warrant Shares which were vested on
      the
      Grant Date, subject to the Company’s right of redemption provided for in Section
      4 of this Warrant. Notwithstanding anything else set forth herein, the Holder’s
      right to purchase 50% of the aggregate number of Warrant Shares pursuant to
      this
      Warrant shall immediately terminate and this Warrant shall no longer be
      exercisable for such Warrant Shares upon the occurrence of the terms and
      conditions described in Sections 5(b) and 10(b) of the Definitive
      Agreement.





1.2  The
      issuance of certificates for shares of Common Stock upon the exercise of this
      Warrant shall be made without charge to the Holder hereof including, without
      limitation, any tax which may be payable in respect of the issuance thereof,
      and
      such certificates shall be issued in the name of, or in such names as may be
      directed by, the Holder hereof; provided, however, that the Company shall not
      be
      required to pay any tax which may be payable in respect of any transfer involved
      in the issuance and delivery of such certificate in a name other than that
      of
      the Holder and the Company shall not be required to issue or deliver such
      certificates unless or until the person or persons requesting the issuance
      thereof shall have paid to the Company the amount of such tax or shall have
      established to the satisfaction of the Company that such tax has been paid.





1.3   *Stock
      Dividends, Subdivisions, Reclassifications or Combinations* .
      If the
      Company shall (A) declare a dividend or make a distribution on its Common Stock
      in shares of its Common Stock, (B) subdivide or reclassify the outstanding
      shares of Common Stock into a greater number of shares, or (C) combine or
      reclassify the outstanding Common Stock into a smaller number of shares, the
      Exercise Price in effect at the time of the record date for such dividend or
      distribution or the effective date of such subdivision, combination or
      reclassification shall be proportionately adjusted so that the Holder after
      such
      date shall be entitled to receive the number of shares of Common Stock which
      he
      would have owned or been entitled to receive had this Warrant been exercised
      immediately prior to such date. Successive adjustments in the Exercise Price
      shall be made whenever any event specified above shall occur.




1.4  *Consolidation,
      Merger, Sale or Conveyance.* In case
      of any consolidation or merger of the Company with any other corporation (other
      than a wholly owned subsidiary) where the Company is not the surviving entity,
      or in case of sale or transfer of all or substantially all of the assets of
      the
      Company, or in the case of any share exchange whereby the Common Stock is
      converted into other securities or property, (a) the redemption and cancellation
      conditions of Section 1.1(c) and Section 4 of this Warrant shall be deemed
      cancelled and the Holder shall have the right to exercise this Warrant to
      purchase all of the Warrant Shares simultaneous with the consummation of any
      transaction contemplated by this Section 1.4 and (b) the Company will be
      required to make appropriate provision so that the Holder will have the right
      thereafter to exercise this Warrant into the kind and amount of shares of stock
      and other securities and property receivable upon such consolidation, merger,
      sale, transfer or share exchange by a holder of the number of shares of Common
      Stock for which this Warrant was exercisable immediately prior to such
      consolidation, merger, sale, transfer or share exchange.





2


1.5  *Reservation of Shares* .
      The
      Company covenants that it will at all times reserve and keep available out
      of
      its authorized Common Stock, solely for the purpose of issuance upon exercise
      of
      this Warrant as herein provided, such number of shares of Common Stock as shall
      then be issuable upon the exercise of this Warrant. The Company covenants that
      all shares of Common Stock which shall be so issuable shall be duly and validly
      issued and fully-paid and non-assessable.





2. Restrictions
      on Transfer




The
      Holder acknowledges that he has been advised by the Company that this Warrant
      and the Warrant Shares issuable upon exercise thereof (collectively the **“Securities”** )
      have
      not been registered under the Securities Act of l933, as amended (the **“Securities
      Act”** ),
      that
      the Warrant is being issued, and the shares issuable upon exercise of the
      Warrant will be issued, on the basis of the statutory exemption provided by
      section 4(2) of the Securities Act relating to transactions by an issuer not
      involving any public offering, and that the Company's reliance upon this
      statutory exemption is based in part upon the representations made by the Holder
      contained herein. The Holder acknowledges that he has been informed by the
      Company of, or is otherwise familiar with, the nature of the limitations imposed
      by the Securities Act and the rules and regulations thereunder on the transfer
      of securities. In particular, the Holder agrees that no sale, assignment or
      transfer of the Securities shall be valid or effective, and the Company shall
      not be required to give any effect to any such sale, assignment or transfer,
      unless (i) the sale, assignment or transfer of the Securities is registered
      under the Securities Act, and the Company has no obligations or intention to
      so
      register the Securities except as may otherwise be provided herein, or (ii)
      the
      Securities are sold, assigned or transferred in accordance with all the
      requirements and limitations of Rule 144 under the Securities Act or such sale,
      assignment, or transfer is otherwise exempt from registration under the
      Securities Act. The Holder represents and warrants that he has acquired this
      Warrant and will acquire the Securities for his own account for investment
      and
      not with a view to the sale or distribution thereof or the granting of any
      participation therein, and that he has no present intention of distributing
      or
      selling to others any of such interest or granting any participation therein.
      The Holder has no need for liquidity in its investment in the Company, and
      is
      able to bear the economic risk of such investment for an indefinite period
      and
      to afford a complete loss thereof. The Holder is an “accredited investor” as
      such term is defined in Rule 501 (the provisions of which are known to the
      Holder) promulgated under the Act.




The
      Holder acknowledges that the securities shall bear the following legend:




“These
                securities have not been registered under the Securities Act of l933.
                Such
                securities may not be sold or offered for sale, transferred, hypothecated
                or otherwise assigned in the absence of an effective registration
                statement with respect thereto under such Act or an opinion of counsel
                to
                the Company that an exemption from registration for such sale, offer,
                transfer, hypothecation or other assignment is available under such
                Act.”




3.
            Registration
                Rights.





3.1  *Piggyback
      Registration Rights* .
      The
      Company shall advise the Holder of this Warrant or of the Warrant Shares or
      any
      then Holder of Warrants or Warrant Shares (such persons being collectively
      referred to herein as **“Holders”** )
      by
      written notice at least 20 days prior to the filing by the Company with the
      Securities and Exchange Commission of any other registration statement under
      the
      Securities Act of l933 (the **“Act”** )
      covering securities of the Company, except on Forms S-4 or S-8 (or similar
      successor form), and upon the request of any such Holder within ten days after
      the date of such notice, include in any such registration statement such
      information as may be required to permit a public offering of the Warrant
      Shares. The Company shall supply such number of prospectuses and other documents
      as the Holder may reasonably request in order to facilitate the public sale
      or
      other disposition of the Warrant Shares, qualify the Warrant Shares for sale
      in
      such states as any such Holder reasonably designates and do any and all other
      acts and things which may be necessary or desirable to enable such Holders
      to
      consummate the public sale or other disposition of the Warrant Shares, and
      furnish indemnification in the manner as set forth below. Such Holders shall
      furnish information and indemnification as set forth below. For the purpose
      of
      the foregoing, inclusion of the Warrant Shares by the Holder in a Registration
      Statement under a condition that the offer and/or sale of such Warrant Shares
      not commence until a date not to exceed 90 days from the effective date of
      such
      registration statement shall be deemed to be in compliance with this
      sub-paragraph.




3


3.2  *Procedures* .  The
      foregoing registration rights shall be contingent on the Holders furnishing
      the
      Company with such appropriate information (relating to the intentions of such
      Holders) as the Company shall reasonably request in writing. Following the
      effective date of such registration, the Company shall upon the request of
      any
      owner of Warrants and/or Warrant Shares forthwith supply such number of
      prospectuses meeting the requirements of the Act as shall be requested by such
      owner to permit such Holder to make a public offering of all Warrant Shares
      from
      time to time offered or sold to such Holder, provided that such Holder shall
      from time to time furnish the Company with such appropriate information
      (relating to the intentions of such Holder) as the Company shall request in
      writing. The Company shall also use its best efforts to qualify the Warrant
      Shares for sale in such states as such Holder shall reasonably designate. The
      Company may withdraw the registration at any time.




3.3  *Indemnity* .
      The
      Company shall indemnify and hold harmless each such Holder and each underwriter,
      if any, within the meaning of the Act, who may purchase from or sell for any
      such Holder any Warrant Shares from and against any and all losses, claims,
      damages and liabilities caused by any untrue statement or alleged untrue
      statement of a material fact contained in the Registration Statement or any
      post-effective amendment thereto or any registration statement under the Act
      or
      any prospectus included therein required to be filed or furnished by reason
      of
      this Section 3 or caused by any omission or alleged omission to state therein
      a
      material fact required to be stated therein or necessary to make the statements
      therein not misleading except insofar as such losses, claims, damages or
      liabilities are caused by any such untrue statement or alleged untrue statement
      or omission or alleged omission based upon information furnished or required
      to
      be furnished in writing to the Company by such Holder or underwriter expressly
      for use therein, which indemnification shall include each person, if any, who
      controls any such underwriter within the meaning of such Act; provided, however,
      that the Company shall not be obliged so to indemnify any such Holder or
      underwriter or controlling person unless such Holder or underwriter shall at
      the
      same time agree to indemnify the Company, its directors, each officer signing
      the related registration statement and each person, if any, who controls the
      Company within the meaning of such Act, from and against any and all losses,
      claims, damages and liabilities caused by any untrue statement or alleged untrue
      statement of a material fact contained in any registration statement or any
      prospectus required to be filed or furnished by reason of this Section 3 or
      caused by any omission to state therein a material fact required to be stated
      therein or necessary to make the statements therein not misleading insofar
      as
      such losses, claims, damages or liabilities are caused by any untrue statement
      or alleged untrue statement or omission based upon information furnished in
      writing to the Company by any such Holder or underwriter expressly for use
      therein.




3.4  *Registration
      Expenses* *.* The
      Holder thereof shall pay all transfer taxes, if any, relating to the sale of
      its
      shares, any registration fees, underwriting discounts or commissions or the
      equivalent thereof applicable to the sale of its shares and the fees of his
      own
      counsel. Other than as described in the preceding sentence, t he
      Company shall pay all expenses incident to the registration of the Warrant
      Shares by the Company, including, without limitation, all registration and
      filing fees, fees and expenses of compliance with securities or blue sky laws,
      underwriting discounts, fees and expenses (other than any Holder’s portion of
      any underwriting discounts or commissions or the equivalent thereof), printing
      expenses, messenger and delivery expenses, and reasonable fees and expenses
      of
      counsel for the Company and the independent certified public accountants and
      other persons retained by the Company.




4




4.
            Redemption.





4.1  The
      Company shall have the right, to redeem a maximum of 50% of the total number
      of
      the Warrants then outstanding upon not less than thirty (30) days nor more
      than
      sixty (60) days prior written notice to the Warrant Holders in the event that
      the performance metrics set forth in Exhibit B to the Definitive Agreement
      have
      not been satisfied.





Notice
      of
      redemption will be effective upon mailing and the time of mailing is the
“Effective Date of the Notice”. The Notice will state a redemption date not less
      than thirty (30) days nor more than sixty (60) days from the Effective Date
      of
      the Notice (the **“Redemption
      Date”** ).
      No
      Notice shall be mailed unless all funds necessary to pay for redemption of
      the
      Warrants to be redeemed shall have first been set aside by the Company for
      the
      benefit of the Warrant Holders so as to be and continue to be available
      therefor. The redemption price to be paid to the Warrant Holders will be $.001
      for each share of Common Stock of the Company to which the Warrant Holder would
      then be entitled upon exercise of the Warrant being redeemed, as adjusted from
      time to time as provided herein (the **“Redemption
      Price”** ).
      The
      Warrant Holders may exercise their Warrants between the Effective Date of the
      Notice and 5:00 p.m. Eastern Time on the business day immediately prior to
      the
      Redemption Date, such exercise being effective if done in accordance with
      Section 1 hereof, and if the Warrant Certificate, with form of election to
      purchase duly executed and the Warrant Price, as applicable for such Warrant
      subject to redemption for each share of Common Stock to be purchased is actually
      received by the Company at its principal offices prior to 5:00 p.m. Eastern
      Time
      on the business day immediately prior to the Redemption Date.





4.2  If
      any
      Warrant Holder does not wish to exercise any Warrant being redeemed, he should
      mail such Warrant to the Company at its principal offices after receiving the
      Notice of Redemption required by this Section 4. If such Notice of Redemption
      shall have been so mailed, and if on or before the Effective Date of the Notice
      all funds necessary to pay for redemption of the Warrants subject to redemption
      shall have been set aside by the Company for the benefit of such Warrant
      Holders, then, on and after said Redemption Date, notwithstanding that any
      Warrant subject to redemption shall not have been surrendered for redemption,
      the obligation evidenced by all Warrants not surrendered for redemption or
      effectively exercised shall be deemed no longer outstanding, and all rights
      with
      respect thereto shall forthwith cease and terminate, except only the right
      of
      the holder of each Warrant subject to redemption to receive the Redemption
      Price
      for each share of Common Stock to which he would be entitled if he exercised
      the
      Warrant upon receiving notice of redemption of the Warrant subject to redemption
      held by him.





5.
            Exchange
                and Replacement of Warrant Certificates.





This
      Warrant Certificate is exchangeable without expense, upon the surrender hereof
      by the registered Holder at the principal executive office of the Company,
      for a
      new Warrant Certificate of like tenor and date representing in the aggregate
      the
      right to purchase the same number of Warrant Shares in such denominations as
      shall be designated by the Holder thereof at the time of such
      surrender.





5


Upon
      receipt by the Company of evidence reasonably satisfactory to it of the loss,
      theft, destruction or mutilation of this Warrant Certificate, and, in case
      of
      loss, theft or destruction, of indemnity or security reasonably satisfactory
      to
      it, and reimbursement to the Company of all reasonable expenses incidental
      thereto, and upon surrender and cancellation of the Warrants, if mutilated,
      the
      Company will make and deliver a new Warrant of like tenor, in lieu thereof
      and
      any such lost, stolen, destroyed or mutilated warrant shall thereupon become
      void.




6.
            Elimination
                of Fractional Interests.


The
      Company shall not be required to issue certificates representing fractions
      of
      the shares of Common Stock and shall not be required to issue scrip or pay
      cash
      in lieu of fractional interests, it being the intent of the parties that all
      fractional interests shall be eliminated by rounding any fraction up or down
      to
      the nearest whole number of shares of Common Stock.




7.
            Rights
                of Warrant Holders.




Nothing
      contained in this Agreement shall be construed as conferring upon the Holder
      any
      rights whatsoever as a stockholder of the Company, either at law or in equity,
      including without limitation, or Holders the right to vote or to consent or
      to
      receive notice as a stockholder in respect of any meetings of stockholders
      for
      the election of directors the right to receive dividends or any other matter.




8.
            Miscellaneous




8.1  All
      the
      covenants and agreements made by the Company in this Warrant shall bind its
      successors and assigns. This Warrant shall be for the sole and exclusive benefit
      of the Holder and nothing in this Warrant shall be construed to confer upon
      any
      person other than the Holder any legal or equitable right, remedy or claim
      hereunder.




8.2  No
      recourse shall be had for any claim based hereon or otherwise in any manner
      in
      respect hereof, against any incorporator, stockholder, officer or director,
      past, present or future, of the Company or of any predecessor corporation,
      whether by virtue of any constitutional provision or statute or rule of law,
      or
      by the enforcement of any assessment or penalty or in any other manner, all
      such
      liability being expressly waived and released by the acceptance hereof and
      as
      part of the consideration for the issue hereof.





8.3  No
      course
      of dealing between the Company and the Holder hereof shall operate as a waiver
      of any right of any Holder hereof, and no delay on the part of the Holder in
      exercising any right hereunder shall so operate.




8.4  This
      Warrant may be amended only by a written instrument executed by the Company
      and
      the Holder hereof. Any amendment shall be endorsed upon this Warrant, and all
      future Holders shall be bound thereby.





8.5  All
      communications provided for herein shall be sent, except as may be otherwise
      specifically provided, by registered or certified mail: if to the Holder of
      this
      Warrant, to the address shown on the books of the Company; and if to the
      Company, to Three Bala Plaza East, Suite 117, Bala Cynwyd, PA 19004, attention:
      Office of the President, or to such other address as the Company may advise
      the
      Holder of this Warrant in writing. Notices shall be deemed given when mailed.




6


8.6  The
      provisions of this Warrant shall in all respects be constructed according to,
      and the rights and liabilities of the parties hereto shall in all respects
      be
      governed by, the laws of the State of New York. This Warrant shall be deemed
      a
      contract made under the laws of the State of New York and the validity of this
      Warrant and all rights and liabilities hereunder shall be determined under
      the
      laws of said State.




8.7  The
      headings of the Sections of this Warrant are inserted for convenience only
      and
      shall not be deemed to constitute a part of this Warrant.




IN
      WITNESS WHEREOF, SKINNY NUTRITIONAL CORP. has caused this Warrant to be executed
      in its corporate name by its officer, and its seal to be affixed hereto.




Dated:
              February
                  27, 2007Bala
                  CynwydSKINNY
                  NUTRITIONAL CORP.By:_____________________________Donald
                  McDonald,Chief
                  Executive Officer





7





**EXERCISE
      FORM**





TO: SKINNY
      NUTRITIONAL CORP.


Three
      Bala Plaza East, Suite 117


Bala
      Cynwyd, PA 19004







The
      undersigned Holder hereby irrevocably elects to exercise the right to purchase
      shares of Common Stock covered by this Warrant according to the conditions
      hereof and herewith makes full payment of the Exercise Price of such shares.





Kindly
      deliver to the undersigned a certificate representing the Shares.





INSTRUCTIONS
      FOR DELIVERY





Name:
      ____________________________________________________________


(please
      typewrite or print in block letters)





Address:
      __________________________________________________________




Tax
      I.D.
      No. or Social Security No.: ____________________________________





Dated:
      _________________________







Signature
      ________________________________





STATE
      OF
      ___________)


COUNTY
      OF
      _________) ss:





On
      this
      __ day of ___________, before me personally came ________, to me known, who
      being by me duly sworn, did depose and say that he resides at
      __________________, that he is the holder of the foregoing instrument and that
      he executed such instrument and duly acknowledged to me that he executed the
      same.





_____________________________


Notary
      Public




8





**FORM
      OF ASSIGNMENT**




(To
      be
      executed by the registered holder if such holder


desires
      to transfer the Warrant Certificate.)





FOR
                VALUE RECEIVED__________________________________________________hereby
                sells, assignsand
              transfers unto


(Please
      print name and address of transferee)




this Warrant Certificate, together
                with all
                right, title and interest therein, and does hereby irrevocably constitute
                and appoint ,
                Attorney, to transfer the within Warrant Certificate on the books
                of
                SKINNY NUTRITIONAL CORP., with full power of
                substitution.




Dated:
                  __________________________
              
              Signature:_______________________________________________________(Signature
                  must conform in all respects to name of holder as specified on
                  the face of
                  the Warrant Certificate)


__________________________




__________________________


(Insert
      Social Security or Other


Identifying
      Number of Assignee)





STATE
      OF
      ___________)


COUNTY
      OF
      _________) ss:





On
      this
      __ day of ___________, before me personally came ________, to me known, who
      being by me duly sworn, did depose and say that he resides at
      __________________, that he is the holder of the foregoing instrument and that
      he executed such instrument and duly acknowledged to me that he executed the
      same.




_____________________________


Notary
      Public





9