MODIFICATION,
      WAIVER AND CONSENT AGREEMENT

     

    This
      Modification, Waiver and Consent Agreement is made this ____ day of September,
      2008 (“Agreement”) among Attitude
      Drinks Inc., a Delaware corporation
      (the “Company”), and the signators hereto who are Subscribers under certain
      Subscription Agreements with the Company dated October 23, 2007 (“Initial
      Closing”), January 8, 2008 (“Bridge Funding”), and February 15, 2008 (“Second
      Closing”) (collectively “Subscription Agreements”).

    


    WHEREAS,
      the Company is contemplating an additional investment of an aggregate of up
      to
      $300,000 Purchase Price (“New Financing”) in promissory Notes and Warrants of
      the Company; and

    


    WHEREAS,
      the Company is in default of material terms of the Transaction Documents and
      the
      Subscribers may elect to exercise their rights to accelerate the Maturity Date
      of the Notes and foreclose on the Collateral under the Security
      Agreement.

    


    NOW
      THEREFORE, in consideration of the promises and mutual covenants contained
      herein and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereto hereby consent
      and agree as follows:

    


    1. All
      capitalized terms herein shall have the meanings ascribed to them in the
      Transaction Documents (as defined in the Subscription Agreements).

    


    2. The
      undersigned consent to the New Financing and to the amendment of all Schedules,
      Exhibits and documents including but not limited to the Security Agreement,
      and
      Guaranty to include the New Financing and authorize the Collateral Agent to
      make
      additional filings at the discretion of the Collateral Agent to memorialize
      the
      security interest to be granted, pari pasu among Subscribers and the investors
      in the New Financing.

    


    3. Annexed
      hereto is an Amended Schedule A to the Security Agreement, Guaranty and
      Collateral Agent Agreement which includes the New Financing.

    


    4. The
      undersigned Subscribers to the October 23, 2007 and February 15, 2008
      Subscription Agreement waive the rights granted to them pursuant to Section
      12(a), Right of First Refusal, of the Subscription Agreement, only to the extent
      such rights relate to the New Financing.

     

    5. The
      Maturity Date of the Bridge Funding Notes is extended to the sooner of January
      31, 2009 or the closing of another funding.

    


    6. Subscribers
      do not waive any of the Company’s defaults under the Transaction Documents.
      However, Subscribers agree as follows: Accrued interest calculated at the
      default interest rate of 15% for the period May 7, 2008 through September 8,
      2008 in the pro-rata aggregate amount equal to 5% will be added pro-rata to
      the
      Principal Amount of each of the Bridge Funding Notes. Additionally, in
      consideration of Subscribers not exercising their rights to accelerate the
      Maturity Date of the Bridge Funding Notes and to foreclose on the Collateral,
      the Company has agreed to increase the outstanding principal amounts of the
      Bridge Funding Notes by an additional 15%. The new outstanding Principal Amounts
      of the Bridge Funding Notes are described on Schedule A hereto.

    


    7. All
      other
      terms of the Transaction Documents shall remain unamended and in full force
      and
      effect.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    8. This
      Agreement constitutes the entire agreement among the parties, and supersedes
      all
      prior and contemporaneous agreements and understandings of the parties in
      connection herewith. No changes, modifications, terminations or waivers of
      any
      of the provisions hereof shall be binding unless in writing and signed by all
      of
      the parties thereto.

    


    9. Except
      as
      expressly modified pursuant to this Agreement, the terms of each Note remains
      unchanged and in full force and effect.

    


    10. This
      Agreement may be executed in separate counterparts, each of which when so
      executed shall be deemed to be an original and all of which taken together
      shall
      constitute one and the same agreement. This Agreement may also be executed
      by
      either party hereto by facsimile signature, which shall be deemed to be an
      original signature of such party hereon.

    


    


    [THIS
      SPACE INTENTIONALLY LEFT BLANK]


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the undersigned have executed and delivered this Agreement
      as
      of the date first written above.

    


    
      	
              "COMPANY"

            	 	
              "THE
                COLLATERAL AGENT"

            	 
	
              ATTITUDE
                DRINKS INC.

            	 	
              BARBARA
                R. MITTMAN

            	 
	
              a
                Delaware corporation

            	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
              By:
                

            	
                 
                

            	 	
                   
                

            	 
	
              Its:
                

            	
                 
                

            	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
              OCTOBER
                23, 2007 AND FEBRUARY

            	 	
              JANUARY
                8, 2008

            	 
	
              15,
                2008 - “SUBSCRIBERS”

            	 	
              “SUBSCRIBERS”

            	 
	 	 	 	 	 
	 	 	 	 	 
	
                  
                

            	 	
                   
                

            	 
	
              ROY
                WARREN

            	 	
              MAHONEY
                ASSOCIATES

            	 
	 	 	 	 	 
	 	 	 	 	 
	
                 
                

            	 	
                  
                

            	 
	
              ALPHA
                CAPITAL ANSTALT

            	 	
              CMS
                CAPITAL

            	 
	 	 	 	 	 
	 	 	 	 	 
	
                   
                

            	 	
                  
                

            	 
	
              WHALEHAVEN
                CAPITAL FUND LIMITED

            	 	
              MOMONA
                CAPITAL LLC

            	 
	 	 	 	 	 
	 	 	 	 	 
	
                    
                

            	 	 	 
	
              MONARCH
                CAPITAL FUND LTD.

            	 	 
	 	 	 	 	 
	 	 	 	
              ESCROW
                AGENT

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	
                    
                

            	 
	 	 	 	
              GRUSHKO
                & MITTMAN, P.C.

            	 


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    AMENDED
      SCHEDULE A TO SECURITY AGREEMENT

     

    
      	
              LENDER

            	
              NOTE
                PRINCIPAL - OCTOBER 23, 2007 and FEBRUARY 15, 2008 (Initial and Second
                Closings)

            	
              NEW
                OUTSTANDING NOTE PRINCIPAL AMOUNTS ISSUED ON JANUARY 8,
                2008

            	
              NEW
                FINANCING NOTE PRINCIPAL

            
	
              ROY
                WARREN

              11300
                U.S. Highway
                1, Suite 207

              North
                Palm Beach, Florida 33408

              Fax:
                (561) 799-5039

            	
              $100,000.00

            	
              N/A

            	
              N/A

            
	
              ALPHA
                CAPITAL ANSTALT

              Pradafant
                7

              9490
                Furstentums

              Vaduz,
                Lichtenstein

              Fax:
                011-42-32323196

            	
              $600,000.00

            	
              N/A

            	
              $243,334.00

            
	
              WHALEHAVEN
                CAPITAL FUND LIMITED

              3rd
                Fl., 14 Par-La-Ville Rd.

              Hamilton,
                Bermuda HM08

              Fax:
                (201) 782-9327

            	
              $300,000.00

            	
              N/A

            	
              N/A

            
	
              MONARCH
                CAPITAL FUND LTD.

              Harbour
                House, 2nd
                Floor

              Waterfront
                Drive, Road Town

              Tortola,
                BVI

              Fax
                (284) 494-4771

            	
              $200,000

            	
              N/A

            	
              N/A

            
	
              MAHONEY
                ASSOCIATES

               

               

            	
              N/A

            	
              $217,674.00

            	
              N/A

            
	
              CMS
                CAPITAL

              9612
                Van Nuys Blvd. #108

              Panorama
                City, CA 91402

              Fax:
                (818) 907-3372

            	
              N/A

            	
              $72,558.00

            	
              N/A

            
	
              MOMONA
                CAPITAL LLC

              150
                Central Park South, 2nd
                Floor

              New
                York, NY 10019

              Fax:
                (212) 586-8244

            	
              N/A

            	
              $21,768.00

            	
              N/A

            
	
              [INVESTOR
                - TO BE DETERMINED]

               

               

            	
              N/A

            	
              N/A

            	
              $121,666.00

            
	
              TOTALS

            	
              $1,200,000.00

            	
              $312,000.00

            	
              $365,000.00