**DISTRIBUTION
      AND MARKETING AGREEMENT**





This
      agreement is made by and between GELTECH SALES, LLC (hereinafter referred to
      as
“ **Broker** ”)
      on the
      first part, and SKINNY NUTRITIONAL CORP., a Nevada corporation, with business
      offices located in Bala Cynwyd, Pennsylvania (hereinafter referred to as
“ **Company** ”)
      on the
      second part and is effective as of the 27th day of February 2007(the
“ **Effective
      Date** ”).





**RECITALS**





**WHEREAS** ,
      Company
      is engaged in the sale and manufacture of diet products; and





**WHEREAS** ,
      Company
      requires marketing and distribution for the mass distribution of its products
      for sale in the United States and NAFTA territories; and





**WHEREAS** ,
      Broker
      has a network of retailers, including but not limited to, food, drug,
      convenience stores and specialty retailers as well as wholesalers and buyers
      who
      are capable of purchasing and reselling the products of Company;
      and





**WHEREAS** ,
      Broker
      and Company mutually desire to enter into a marketing and distribution agreement
      for the United States;





**THEREFORE** ,
      in
      consideration of the mutual undertakings and covenants of the parties hereto,
      it
      is agreed as follows:





**1.
      Parties, Appointment and Purpose.** Company
      hereby appoints Broker as its marketing and distribution representative to
      sell
      Company’s Products within the Territory, as such Products and Territory are
      defined in **Exhibit A** to this
      Agreement. The Territory shall be exclusive except as set forth on **Exhibit A** .
      Both
      parties agree that the goal of this Agreement is to sell as much of the Products
      as possible while maintaining quality control, and preserving the image of
      Company’s brand and Broker’s goodwill with its customers while at all times
      dealing with each other fairly and in good faith.




**2.  Broker’s
      Obligations.** Broker’s
      obligation under this Agreement is to use its best efforts to sell Company’s
      Products to eligible wholesale and retail accounts, buyers, distributors and
      direct store delivery providers in the Territory and to satisfy the “Sales
      Goals” set forth in **Exhibit B** .
      To
      perform such obligations, Broker shall solicit orders on behalf of the Company
      from wholesalers, retailers, buyers, distributors and direct store delivery
      channels at the prices and upon the terms of sale the Company establishes from
      time to time. The Company’s initial Product price sheet is set forth as **Schedule
      A-1** to **Exhibit
      A** of this
      Agreement. All Product orders shall be submitted to the Company for acceptance
      and fulfillment. The Company in its sole discretion shall determine the amount
      and terms of credit, if any, to be extended to any customer, distributor or
      direct store delivery provider. Broker agrees to use its best efforts to execute
      the following duties and responsibilities: (a) to aggressively and diligently
      sell, promote, market and broker the Products, necessary Product information
      and
      literature of Company; (b) to have available all necessary Product and samples
      to promptly meet the needs of prospective buyers of the Products; and (c) to
      comply with all Company ordering procedures for the Products to ensure prompt
      delivery of Products.





**3.
      Company’s Obligations.** Company’s
      obligation under this Agreement is to assure that Broker is furnished with
      Products and included in marketing decisions that affect the Territory. Company
      shall provide to Broker all necessary marketing and promotional literature,
      trademarked materials and artwork which may be used by Broker during the term
      of
      this Agreement in accordance with the trademark license provisions set forth
      below.





**4.
      Representations and Warranties**





**4.1
      Representations and Warranties of Broker.** Broker
      hereby represents and warrants that it:





(a)
      has
      as of the Effective Date and will maintain throughout the Term, at least one
      (1)
      sales representative and one (1) direct store delivery provider that will
      support the Broker’s efforts pursuant to this Agreement; (b) will not
      engage in transshipping or otherwise violate the scope of the Territory defined
      herein; (c) will not market, distribute or sell any other diet products other
      than new items from Company; (d) will help Company protect its trademarked
      brands, intellectual property and trade dress from infringement, at Company’s
      expense; (e) will market and sell only Products of merchantable quality as
      described herein; (f) will be responsible for the actions any subagents;
      (g) has as of the Effective Date and will maintain throughout the Term,
      sufficient administrative and technical resources and personnel to enable it
      to
      handle electronic data interfacing, reporting requirements as requested by
      Company, undertake recurring sales forecasting as requested by the Company,
      product return management and in-store promotional arrangements and
      (h) will provide the Company with reasonable access to Broker’s sales
      people to “ride with” and to communicate and follow up on specific account
      information.









**4.2
      Mutual Representations and Warranties.**





(a) No
      Default/Conflict .
      Broker
      and Company each represents and warrants to the other that its signing,
      delivery, and performance of this Agreement shall not constitute (i) a violation
      of any judgment, order, or decree, (ii) a violation of applicable local, state
      or federal law, or (iii) a material default under any material contract by
      which
      it or any of its material assets are bound. Broker and Company each further
      represents and warrants to the other that the performance of this Agreement
      will
      not conflict with or be hindered by any obligation of Broker or Company,
      respectively, under any other material agreement, whether in effect as of the
      Effective Date or entered into thereafter.




(b) Authorization .
      Broker
      and Company each represents and warrants to the other that (i) it has the
      requisite corporate power and authority to enter into this Agreement and to
      carry out the transactions contemplated by this Agreement; and (ii) the signing,
      delivery, and performance of this Agreement and the consummation of the
      transactions contemplated by this Agreement have been duly authorized through
      requisite corporate action.





(c) Laws
      and Regulations .
      Broker
      and Company each represents and warrants to the other that (i) it shall comply
      with all applicable laws and regulations, relating to the marketing and sale
      of
      the Products and (ii) it has the state, federal and local licenses and
      permits necessary for it to perform under this Agreement and will maintain
      such
      licenses and permits throughout the Term. Broker further agrees to immediately
      notify Company in the event of the material violation of any law, regulation
      or
      ordinance that arises out of or relates to its marketing, brokerage or sale
      of
      the Products.




**4.3
      Disclaimer of Warranty.** EXCEPT
      FOR THE WARRANTIES EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, BOTH PARTIES HERETO
      DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT
      LIMITATION THE IMPLIED WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A
      PARTICULAR PURPOSE.





**5.** ****** **Commission;
      Payment Terms; Warrants.**





(a)  Commissions;
      Payment; Expenses . **** Company
      shall pay Broker a commission of [***] percent [***] of the Net
      Receipts received by Company from sales generated in the Territory exclusively
      through Broker’s direct and verifiable efforts. Net Receipts shall mean the
      gross amount collected by Company from purchasers of Products generated through
      Broker’s efforts, less: (i) discounts, refunds, rebates, chargebacks,
      retroactive price adjustments and any other allowances which effectively reduce
      the net selling price and (ii) actual product returns, credits and allowances;
      all as determined by Company in accordance with U.S. GAAP. Commissions shall
      be
      payable by the 30 th day of
      the month following Company’s receipt of Broker’s invoices paid up to the last
      day of the previous month. Company may accept or reject orders and may require
      Broker to use Company’s forms and procedures. Company shall have no obligations
      hereunder to reimburse Broker for expenses incurred by Broker in connection
      with
      Broker’s performance hereunder. In the event that the Company desires the Broker
      to participate in trade shows, the Company shall reimburse Broker for all direct
      and indirect costs of the Broker in connection with such participation,
      provided, however, that Broker shall obtain prior consent from the Company
      for
      such expenditures.





(b) Warrants .
      For its
      services pursuant to the Agreement, the
      Company shall grant to Broker or its designees, as additional
      consideration, warrants
      to purchase a maximum of 1,500,000 shares of the Company’s common stock (the
“Warrants”). The Warrants shall be exercisable for a period of seven years from
      the date of issuance at a per share exercise price equal to $0.24. In the event
      that the Company terminates the Agreement prior to the expiration of the initial
      Term due to a material breach committed by Broker or the Broker terminates
      the
      Agreement, up to 325,000 of the Warrants (whether vested or not) shall be deemed
      terminated and be cancelled. In
      the
      event that this Agreement is terminated by Company for its convenience prior
      to
      the expiration date of the initial Term, then all Warrants that were not vested
      as of such termination date shall be deemed vested and all of the Warrants
      shall
      remain exercisable for the period stated in the Warrant certificate. In
      addition, a maximum of 750,000 Warrants will be deemed cancelled and terminated
      in the event the Broker does not satisfy the performance conditions set forth
      in **Exhibit
      B** . All
      Warrants will contain customary provisions relating to the adjustment of the
      exercise price and number of shares of Common Stock issuable thereunder in
      the
      event of stock split, reverse stock split, stock dividend and like events.
      The
      Warrants shall also include a provision permitting the immediate cancellation
      of
      the redemption and termination provisions in the event that the Company enters
      into an agreement relating to a merger, acquisition or consolidation where
      the
      Company will not be the surviving entity or for a sale of all or substantially
      all of its assets. All Warrants shall include piggyback registration rights,
      subject to customary exceptions for registration statements relating to the
      Company’s option plans and mergers and acquisitions or post-effective amendments
      to any currently effective registration statement.




*
            Certain information on this page
                has been
                omitted and filed separately with the Commission. Confidential treatment
                has been requested with respect to the omitted
                portions.


2




(c) Representations
      of Broker .
      Broker
      understands and agrees that the Warrants and the shares of Common Stock issuable
      upon exercise of such Warrants (the “Warrant Shares”) shall bear a restrictive
      legend and be subject to such restrictions on their transfer as are set forth
      in
      Rule 144 of the Securities Act of 1933, as amended. Broker represents and
      warrants to the Company that (i) it is acquiring the Warrants for its own
      account for investment purposes only and not with a view to or for distributing
      or reselling such Warrants or the Warrant Shares or any part thereof; (ii)
      it is
      an “accredited investor” as defined in Rule 501(a) under the Securities Act;
      (iii) it has such knowledge, sophistication and experience in business and
      financial matters so as to be capable of evaluating the merits and risks of
      acquiring the Warrants, has so evaluated the merits and risks of such investment
      and is able to bear the economic risk of holding the Warrants and Warrant
      Shares; and (iv) is not acquiring the Warrants as a result of any advertisement,
      article, notice or other communication published in any media channel or by
      general solicitation by a person not previously known to Broker.





**6.
      Cooperation and Quality Control; Insurance.**





(a) Quality . **** Broker
      shall promptly notify Company of any complaints and/or proceedings in the
      Territory relating to the Products. Broker shall provide Company with all
      reasonable cooperation and assistance to investigate the same and shall comply
      with any reasonable requests made by Company in the course of dealing with
      such
      complaints or proceedings.





(b) Reports
      and Meetings . **** Broker
      shall report the following information on Company’s forms on the a weekly basis:
      depletions, quarterly sales forecasts, annual sales plan review, sales by chain,
      number of accounts and promotional program results. Company and Broker agree
      to
      meet at least once every quarter for the purpose of joint planning. The primary
      objective of such meetings shall be to review Broker's performance during the
      preceding period, to develop plans to achieve annual sales and distribution
      plans and to negotiate the sales and distribution projections to be applied
      to
      this Agreement for future periods. Neither Broker nor Company shall be required
      to bear any costs of travel, room and board, etc., associated with the other
      party’s time or travel to attend such meetings.





**7.
      Confidentiality.** Each
      party agrees that it will (a) not use any confidential or proprietary
      information (“Confidential Information”) of the other party for any purpose not
      expressly permitted by this Agreement; (b) hold the other party’s
      Confidential Information in confidence using the same standard of care as it
      uses to protect its own confidential information of a similar nature, but in
      no
      event less than reasonable care; (c) not disclose the Confidential
      Information of the other to any third party without the other’s prior written
      consent, except as expressly permitted under this Agreement; and (d) limit
      access to the other’s Confidential Information to those of its employees or
      agents having a need to know who are bound by confidentiality obligations at
      least as restrictive as those set forth herein. Notwithstanding the foregoing,
      either party may make disclosures as required or requested by a court of law
      or
      any governmental entity or agency, including but not limited to disclosures
      required by any regulatory authority, provided that such party provides the
      other with reasonable prior notice to enable such party to seek confidential
      treatment of such information. The restrictions on the use and disclosure of
      Confidential Information shall not apply to any Confidential Information, or
      portion thereof, which (i) is or becomes publicly known through no act or
      omission of the receiving party; (ii) is lawfully received from a third
      party without restriction on disclosure; (iii) is already known by the
      receiving party at the time it is disclosed by the disclosing party without
      confidentiality restriction, as shown by the receiving party’s written records;
      or (iv) is independently developed by the receiving party without reference
      to the disclosing party’s Confidential Information. Each party acknowledges that
      a breach or threatened breach of this **Section
      7** would
      cause irreparable harm to the non-breaching party, the extent of which would
      be
      difficult to ascertain. Accordingly, each party agrees that, in addition to
      any
      other remedies to which a party may be legally entitled, the non-breaching
      party
      shall have the right to seek immediate injunctive or other equitable relief
      in
      the event of a breach of this **Section
      7** by
      the
      other party or any of its employees or agents.





**8.
      Trademark License.**





(a) Grant .
      Company
      is the owner and/or licensee of certain trade names, trademarks and service
      marks (collectively, the “ **Marks** ”)
      which
      constitute valuable intellectual property of Company and through substantial
      investments by Company have attached to them substantial goodwill and consumer
      recognition. The Marks that are the subject of this Agreement are shown in **Exhibit
      A** attached
      hereto and incorporated by this reference. Company hereby grants to Broker
      a
      non-exclusive, non-transferable right and license to use the Marks and the
      Design Work (defined below) solely in connection with marketing, promotion
      and
      distribution of the Products in accordance with the terms and conditions set
      forth in this Agreement. The Marks will not be used by Broker as the name,
      or
      any part of any name, of any corporation, partnership or other entity or
      proprietorship under which Broker transacts any business or any other product
      distributed, sold, marketed or promoted by Broker. Broker agrees not to take
      any
      action inconsistent with Company’s ownership of or rights to the Marks. Broker
      will not adopt, use, or attempt to register any trademarks or trade names that
      are confusingly similar to the Marks or in such a way as to create combination
      marks with the Marks. Company grants no rights in its Marks other than those
      expressly granted in this Section. Broker’s use of the Marks and Design Work is
      subject to the control and approval of Company in every respect, and any
      unauthorized use shall constitute an infringement of Company’s rights.




3




(b) Advertisements;
      Display .
      All
      advertising, sales and promotional materials for the Products or other use
      of
      the Marks or Design Work, whether in written, electronic or other form, shall
      be
      approved in writing by an authorized representative of Company before release
      to
      members of the public. Broker agrees to state in appropriate places on all
      materials using the Marks that such are trademarks of Company (or its licensors)
      and to include the symbol TM or ® as appropriate. Upon request, Broker will
      modify or discontinue any use of the Marks if Company determines that such
      use
      does not comply with its then-current trademark usage policies and guidelines.
      As used herein, “Design Work” means all logos, artwork, photographs, designs,
      drawings, sketches and any related writings or other documentation produced
      by
      or on behalf of the Company to Broker in connection with the
      Products.





**9.
      Proprietary Rights.** Broker
      agrees that the Company’s Marks, Design Work, Products and Confidential
      Information (collectively, the “ **Company
      Property** ”),
      all
      intellectual property rights in, to and under such Company Property and all
      associated goodwill, are and shall remain the exclusive property of Company
      (or
      the Company’s licensors). Nothing in this Agreement or in the performance
      thereof, or that might otherwise be implied by law, shall operate to grant
      Broker any right, title, or interest in or to the Company Property other than
      as
      specified in the express, limited license grant herein. Broker’s use of the
      Company Property shall inure solely to the benefit of Company. Broker shall
      not
      contest the validity of, by act or omission, jeopardize, or take any action
      inconsistent with, rights or goodwill of Company in the Company Property.





**10.
      Term and Termination.**





(a) Term
      and Termination .
      This
      Agreement shall be effective as of the Effective Date and shall remain in force
      for an initial term of three (3) years. Thereafter, the Agreement shall be
      automatically extended for successive one-year terms unless either party shall
      give the other party written notice of its intention not to renew at least
      ninety (90) days prior to the expiration of the initial or then-current renewal
      term. The initial term together with any renewal term may be referred to herein
      as the “Term”. Either party may terminate the Agreement upon written notice in
      the event (i) the other party makes any assignment for the benefit of
      creditors or has any petition under bankruptcy law filed against it, which
      petition is not dismissed within sixty (60) days of such filing, or has a
      trustee or receiver appointed for its business or assets, or (ii) the other
      party is in material breach of any obligation under this Agreement, which
      default is incapable of cure or which, being capable of cure, has not been
      cured
      within thirty (30) days after receipt of notice of such default. It is agreed
      that by Broker that its failure to meet the performance criteria set forth
      in **Exhibit B** may
      be
      deemed by the Company to be a material breach of this Agreement. Notwithstanding
      the foregoing, the Company shall have the right to terminate this Agreement
      for
      its convenience upon 60 days prior written notice.





(b) ** Effect
      of Termination *.* Upon
      expiration or any termination, (a) Broker shall immediately discontinue every
      use of any Company Marks and Design Work or any language stating or suggestion
      directly or indirectly that Broker represents Company or its products; (b)
      within ten (10) days after the effective date of such expiration or
      termination, Broker shall return to Company (or shall make disposition of as
      directed by Company) all property belonging to Company in Broker's possession
      or
      control (such return or other disposition shall be at Company’s expense); and
      (c) the provisions of Section 5(b) with respect to the cancellation of Warrants,
      as may be applicable, shall automatically apply without further action on the
      part of either party. Broker shall cooperate fully with all reasonable requests
      made by Company or any such successor Broker in order to ensure the orderly
      transfer of the business related to the Products to such successor Broker.
      Broker shall be entitled to receive a commission on all products shipped for
      a
      period of twelve (12) months after the effective date of termination as long
      as
      Broker continues to service any ongoing customer. Sections 4, 7, 9, 10, 11,
      12,
      13 and 14 will survive the expiration or termination of this Agreement for
      any
      reason.





**11.
      Mutual Indemnification.**





(a) By
      Company .
      Company
      shall defend, hold harmless and indemnify Broker and its affiliates, and its
      and
      their respective directors, officers, agents and employees against any loss,
      claim, liability, suit, action, or expense (including, without limitation,
      court
      costs, litigation expenses and attorney fees), relating to or arising out of
      any
      claim or demand of any kind or nature which any buyer or user of the Products,
      or any other person, may make against Broker, based upon or arising out of:
      (i)
      defects in the Products, including but not limited to claims for alleged
      personal injury, for product defects, and breach of warranty or (ii) Company’s
      gross negligence or willful misconduct in performing its obligations under
      this
      Agreement, except to the extent that the separate intervening act of Broker
      or
      its employees, representatives or agents is the sole and proximate cause of
      such
      loss, liability or expense.




4




(b) By
      Broker .
      Broker
      shall defend, hold harmless and indemnify Company and its affiliates, and its
      and their respective directors, officers, agents and employees against any
      loss,
      claim, liability, suit, action, or expense (including, without limitation,
      court
      costs, litigation expenses and attorney fees), relating to or arising out of
      any
      claim or demand of any kind or nature which any person may make against Company,
      based upon or arising out of: (i) any unauthorized acts of Broker and/or its
      employees, representatives or agents or (ii) Broker’s gross negligence or
      willful misconduct in the performing its obligations under this Agreement,
      except to the extent that the separate intervening act of Company or its
      employees, representatives or agents is the sole and proximate cause of such
      loss, liability or expense.




(c) Procedures . **** The
      indemnified party shall: (a) give prompt notice of any claim for which
      indemnification is sought to the indemnifying party; (b) grant sole control
      of the defense or settlement of the claim or action to the indemnifying party
      (except that the indemnified party’s prior written approval will be required for
      any settlement that reasonably can be expected to require a material affirmative
      obligation of or result in any ongoing material liability to the indemnified
      party); and (c) provide reasonable cooperation to the indemnifying party
      and, at the indemnifying party’s request and expense, assistance in the defense
      or settlement of the claim. Notwithstanding the foregoing, the indemnification
      obligations hereunder shall not be relieved hereunder for failure to do the
      foregoing, or delay with so doing, unless the indemnifying party is prejudiced
      thereby. In addition, the indemnified party may, at its own expense, participate
      in its defense of any claim.





**12.
      Limitation of Liability.** **** Except
      for liability arising out of a breach by either party of Section 9
      (Confidentiality), or liability arising out of obligations under Section 11
      (indemnification) in no event will either party be liable for any consequential,
      indirect, exemplary, special or incidental damages, including any lost profits
      or costs of procurement of substitute goods, arising out of or relating to
      this
      Agreement, t even if advised of the possibility of such damages.





**13.
      Independent Contractor.** Subject
      to Broker’s adherence to its obligations as set forth in this Agreement, the
      Company shall not exercise any control over the method and manner of Broker’s
      performance under this Agreement. This Agreement shall not constitute the
      formation of a partnership or joint venture agreement between Broker and Company
      and the Broker and Company shall be deemed independent contractors.





**14.
      General Matters.**





(a) Press
      Release .
      The
      parties shall cooperate with each other so that each party may issue a press
      release concerning this Agreement to be released within four (4) business days
      after the Effective Date of this Agreement, provided that each party must
      approve, in writing, such press release prior to its release. Notwithstanding
      the foregoing, however, the Company shall have the full right and ability to
      make all disclosures of this Agreement and its relationship with Broker as
      it
      may be required to do in complying with its obligations under the Securities
      and
      Exchange Act of 1934, as amended, and the regulations promulgated thereunder
      by
      the U.S. Securities and Exchange Commission.





(b) Governing
      Law, Entire Agreement; Amendments .
      This
      Agreement has been made in the Commonwealth of Pennsylvania and shall be
      construed and governed in accordance with the laws thereof without giving effect
      to principles governing conflicts of law. This Agreement shall be the entire
      Agreement between the parties on the subject matter hereof and all other
      agreements or representation, be they oral or written, shall be void. This
      Agreement may not be amended except by a writing signed by both parties and
      shall supersede any and all prior discussions between the parties concerning
      the
      subject matter. No waiver by either party of a right on any one occasion shall
      constitute a waiver of such right on another occasion, and all such claimed
      waivers must be in writing signed by the party against whom the waiver is
      claimed.





(c) Enforceability
      of Clauses .
      In the
      event any portion of this Agreement shall be held illegal, void or ineffective,
      the remaining portions hereof shall remain in full force and effect. Subject
      to
      the consent of both Parties, such consent not to be unreasonably withheld,
      if
      any of the terms or provisions of this Agreement are in conflict with any
      applicable statute or rule of law, then such terms or provisions shall be deemed
      inoperative to the extent that they may conflict therewith and shall be deemed
      to be modified to conform with such statute or rule of law.





(d) Miscellaneous .
      All
      notices shall be effective as of the date mailed or telecopied to the address
      and telecopier number set forth below. This Agreement may be signed in
      counterparts, which together shall constitute one Agreement. Broker may not
      assign this Agreement or its rights or obligations hereunder without the express
      prior written consent of Company. This Agreement shall be binding upon the
      successors and assigns of each of the parties hereto.





5





IN
      WITNESS WHEREOF, both parties have negotiated this Agreement freely and in
      good
      faith with the assistance of their counsel, acknowledge having read all of
      the
      terms of the Agreement and the exhibits, fully understand that they are each
      obligated to fulfill the promises they have made to each other and have caused
      their respective duly authorized representatives to execute this Agreement
      as of
      the Effective Date.





**Skinny
                Nutritional Corp.**
              
              
              By:
                _______________________
              Donald
                J. McDonald,
              Chief
                Executive Officer and President
            **GelTech
                Sales LLC**
              
              
              By:_________________________
              Name:
                William Whalen
              Title:
                Chairman**Address
                for Notice:**
              
              Three
                Bala Plaza, Suite 117
              Bala
                Cynwyd, PA 19006
              Attention:
                Chief Executive Officer
            **Address
                for Notice:**
              
              423
                N.E. 2ndAvenue
              Hallendale
                Beach, FL 33009
              Attention:
                President




6




**EXHIBIT
      A**





**PRODUCTS,
      TERRITORY, EXCLUSIVITY AND TERMS OF SALE**





**1.**  **Products:** Skinny
      Water, Skinny on the Go





Company
      may at its sole discretion reformulate any of the Products and or flavors or
      discontinue them, so long as all flavors are not discontinued.





**2.**  **Prices:** Attached
      as Schedule A-1 is Company’s current price list for the Products. Company may
      amend this price list upon 30 days’ written notice to Broker.





**3.**  **Territory:** United
      State of America and all territories covered by the North American Free Trade
      Agreement.





**4.**   **Exclusivity:** Except
      as set forth below, the Territory shall be exclusive.





**5.**  **Exceptions
      to Exclusivity:** Notwithstanding paragraph 4 of this Exhibit A, Company may market, sell,
      distribute and exploit the Products in the Territory in accordance with the
      following:





**(a)
      Failure to Satisfy Targets.** In
      the
      event that the Broker is not successful in achieving the Sales Goals set forth
      on Exhibit B, the party’s agree that the Company may, at its option, either
      terminate this Agreement for breach or that the exclusive nature of Broker’s
      hereunder shall immediately terminate.





**(b)
      National/Regional Accounts.** Company
      shall have the full right to sell Product to any National or Regional Account
      and the Broker shall give the Company its fullest cooperation to assist the
      Company or its designated Company to supply Product to the National or Regional
      Account in question and to support any marketing or promotional activities
      initiated or endorsed by the Company for that National or Regional Account.
      Such
      accounts will also include accounts that (i) require warehouse deliveries
      in lieu of direct-store-delivery or (ii) only permit deliveries from
      designated Brokers. Provided these accounts do not re-sell on a wholesale basis,
      the Company will service these accounts exclusively and directly, without
      obligation to Broker.





**(c)
      New York State.** Broker
      acknowledges that the Company currently has a contractual relationship for
      the
      distribution of its Skinny Water with an independent beverage distributor
      covering the following counties; New York, Kings, Queens, Bronx, Richmond,
      Nassau and Suffolk. Broker agrees not to take any action which may result in
      the
      Company being held in breach of such other agreement or otherwise liable for
      any
      penalties or damages thereunder. **





**(d)
      Promotional Accounts.** Promotional Accounts shall be accounts targeted primarily for their strong
      market presence. Company shall notify Broker of all Promotional Accounts and
      Broker shall not be entitled to any commission for any sales to Promotional
      Accounts located within the Territory. The parties agree that the following
      Promotional Accounts shall be deemed to be the exclusive list of accounts that
      satisfy this provision unless amended by a mutually executed supplement:
      Target.





**(e)**  **Non
      Store Accounts.** Company
      expressly reserves unto itself and/or its agents the right to sell Products
      within the Territory to all accounts that will not accept store delivery,
      inclusive of internet fulfillment services and electronic media
      accounts.





**(f)** In the
      event that Broker does not carry all of Company’s Products, Company has the
      right to assign a second Broker in the same area for the Product(s) not carried
      by Broker.





**6.****Licensed
      Trademarks:**Pursuant
      to the terms and conditions of this Agreement, the Company hereby licenses
      or
      sublicenses to Broker the following trademarks: Skinny Water®,
      Skinny
      on the GoÔ,
      Skinny
      MealsÔ,
      and
      Skinny Weight Loss SystemsÔ.





Initialed:    __________
      [Company]   ___________ [Broker]





Dated:
      February 27, 2007




7




**SCHEDULE
      A-1**





**Price
      List**





**[to
      be inserted]**




8




**EXHIBIT
      B**





**SALES
      GOALS AND PROMOTIONAL TERMS**





**(1)  SALES
      GOALS**





**Product
                Name**
            
            **Period**
            
            **Target
                Number of Stores**Skinny
                Water, Skinny on the
              Go
                and other Products
              covered
                by this Agreement
            
            24
                months from the date of product
              availability
                for retail distribution.
            
            20,000





During
      the Term of the Agreement, the parties agree to meet prior to the anniversary
      date to establish sales goals for the upcoming year. Sales goals for periods
      subsequent to those set forth in the above table will be determined based
      previous years sales and distribution performance plus a reasonable increase
      or
      decrease taking into consideration previous years trends, market conditions
      and
      new opportunities.





**(2)   PROMOTIONS,
      POINT OF SALE MATERIALS, SAMPLES AND SERVICES**





Company
      shall bear the costs of all Product samples used in the Territory. Broker and
      Company shall pay the cost of any discount and incentive programs. Company
      will
      pay the cost of all promotional merchandise including permanent signage, and
      display furniture; such items to be valued at Company’s actual cost. Broker
      shall provide no less a service to its customers who purchase the Products
      than
      it does for other products which it sells and shall maintain an appropriate
      sales force, delivery system and take other appropriate measures to increase
      sales and distribution of the Products in the Territory.





All
      paper
      point-of-sale and promotional materials produced by Company shall be made
      available to Broker at no cost to Broker in such amounts and at such times
      as
      Company determines, in its sole discretion. Broker may not, without Company's
      prior written consent, create or procure the creation of any advertising or
      promotional materials for the Products and Broker shall at Company’s request
      assign or procure the assignment of copyright and other intellectual property
      rights in any such material. Broker's and Company’s marketing activity, which
      includes incentive programs, local event participation, promotional merchandise,
      samples, advertising or special promotional programs, will be the subject of
      separate agreements between Company and Broker made from time to time. Broker
      will, prior to incurring an expense for which it expects reimbursement from
      Company, in whole or in part, obtain Company’s prior written approval.








Initialed:    __________
      [Company]   ___________ [Broker]





Dated:
      February 27, 2007




9