December
1, 2008





Ronald D.
Wilson




Dear
Ron,





On behalf
of Skinny Nutritional Corp. (“Skinny” or the “Company”), I am
pleased to offer you the position of Chief Executive Officer and President of
the Company. Please be advised that this is an offer for at-will
employment with Skinny and nothing in this letter should be interpreted
to mean otherwise.




Duties





Your
anticipated start date for this position is immediately upon the date of
execution of this offer letter. You shall, during the term
of your employment with the Company as Chief Executive Officer and
President,and
subject to the direction and control of the Board,report directly to the
Board and shall exercise such authority, perform such executive duties and
functions and discharge such responsibilities as are reasonably associated with
your executive position or as may be reasonably assigned or delegated to you
from time to time by the Board, consistent with your
position as Chief Executive Officer and President.In general, you shall
have management authority with respect to, and responsibility for, the overall
operations and day-to-day business and affairs of the Company and all major
operating units and executives of the Company shall report, either directly or
indirectly to you.





As Chief
Executive Officer and President, you have also been elected by the Board of the
Company to serve on the Company’s Board of Directors. Your execution of this
offer letter serves as your agreement to serve on the Company’s Board of
Directors. However, you further agree that you will immediately resign from the
Company’s Board of Directors if, for any reason, your employment with Company
terminates.





During the term of your
employment as Chief Executive Officer and President, you agree to devote
substantially all of your business time and attention to the affairs of the
Company and,to the extent necessary to discharge the responsibilities
assigned hereunder, use your best efforts in the performance of your
duties.You will be based in the metropolitan Philadelphia, Pennsylvania
area, but you acknowledge that you will be required to travel on business on a
reasonable basis.





Compensation
and Benefits





As
compensation for your service as Chief Executive Officer and President, you will
receive a base salary at an annual rate of $150,000, paid in accordance with the
Company’s payroll policy. The Company will also provide you with the following
benefits: (a) a car allowance of $700 per month; (b) reimbursement of health
benefits or cash equivalent in an amount not to exceed $1,000 per month; and (c)
$2,000 per month for a rental lease for housing for 1 year period. All payments
pursuant to this offer letter will be subject to applicable withholding
taxes.





You will
also be granted the following equity awards: (a) 2,000,000 shares of restricted
common stock, which shall be vested upon the commencement of your service as
Chief Executive Officer and President; (b) warrants to purchase 2,000,000 shares
of common stock, exercisable in full for a period of five years commencing on
the date of grant at an exercise price equal to the closing price of the
Company’s common stock on the date of grant; and (c) subject to the approval of
the Company’s board of directors and stockholders of a new equity compensation
plan, options to purchase 2,000,000 shares of common stock, exercisable for a
period of five years and which options will vest in full on the first
anniversary of the grant date and have an exercise price equal to the fair
market value of the Company’s common stock, as determined in accordance with the
new equity compensation plan, on the date that such plan is approved by the
Company’s stockholders.










Other
Matters





You will
be required to sign the Company’s customary Confidentiality, Non-Solicitation
and Invention Assignment Agreement (the “Confidentiality
Agreement”) as a condition of employment.  A copy of this
agreement is enclosed. You have represented that you are under no covenant or
agreement restricting your ability to enter into an employment relationship with
us. Furthermore, you have not disclosed any confidential or proprietary
information of any kind to the Company, and it is the Company’s position that
you may not do so in the future.





As a
condition of your employment, please read and acknowledge the following
statements:





“I
recognize that my employment relationship with the Company is of an “at will”
nature, which means that I may resign at any time and the Company may discharge
me at any time with or without cause or prior notice. I understand that this
letter is not an employment contract and should not be construed or interpreted
as containing any guarantee of continued employment.





Additionally,
I understand that false or misleading information contained in my resume or
employment application or interview(s), may result in my immediate discharge. I
understand also, that I am required to abide by all rules and regulations of the
Company and that I am subject to the Company’s employment policies as such may
change from time to time.





I
acknowledge that certain of the Company’s securities are traded in the public
marketplace and that, as such, there are restrictions on my ability to buy and
sell the Company’s securities, including restrictions relating to trading with
knowledge of non-public information.”





This
offer letter together with the Confidentiality Agreement sets forth the entire
agreement and understanding between the Company and you relating to your
employment and supersedes all prior verbal discussions between us. Your
signature below indicates your acceptance of this at-will employment
offer.





Sincerely,


Skinny
      Nutritional Corp./s/ Michael
      SalamanBy:
      Michael Salaman, ChairmanAccepted
      and Agreed to as of December 1, 2008:/s/ Ronald D.
      WilsonRonald
      D. Wilson