NEITHER
        THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR
        THE
        SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED
        UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
        LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED
        (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
        UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL
        (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE
        FORM,
        THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT
        TO
        RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE
        SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR
        OTHER
        LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. 

       

      
        
          	
                  Principal
                    Amount $_________

                	
                  Issue
                    Date: September ___, 2008

                
	
                  Purchase
                    Price $200,000.00

                	 


        

      

       

      SECURED
        CONVERTIBLE NOTE

      


      FOR
        VALUE
        RECEIVED, ATTITUDE
        DRINKS INC., a Delaware (hereinafter
        called "Borrower"), hereby promises to pay to ALPHA CAPITAL ANSTALT, Pradafant
        7, 9490 Furstentums, Vaduz, Lichtenstein, Fax: 011-42-32323196 (the "Holder")
        or
        order, without demand, the sum of
        __________________________________________________________________ Dollars
        ($__________), with interest accruing thereon as follows: fifty percent (50%)
        due and payable on ___________, 2008 (90 days after Closing Date), and fifty
        percent (50%) due and payable on ___________ (180 days after the Closing
        Date)
        (the "Maturity Date"), if not retired sooner.

      


      The
        following terms shall apply to this Note:

      


      ARTICLE
        I

      


      GENERAL
        PROVISIONS

      


      1.1 Payment
        Grace Period.
        The
        Borrower shall have a five (5) day grace period to pay any monetary amounts
        due
        under this Note, after which grace period a default interest rate of fifteen
        percent (15%) per annum shall apply to the amounts owed hereunder.

      


      1.2 Subscription
        Agreement.
        This
        Note has been entered into pursuant to the terms of a subscription agreement
        between the Borrower and the Holder, dated of even date herewith (the
“Subscription Agreement”), and shall be governed by the terms of such
        Subscription Agreement. Unless otherwise separately defined herein, all
        capitalized terms used in this Note shall have the same meaning as is set
        forth
        in the Subscription Agreement.

      


      ARTICLE
        II

      


      CONVERSION
        RIGHTS

      


      The
        Borrower shall have the right to convert the principal and any interest due
        under this Note into Shares of the Borrower's Common Stock, $.001 par value
        per
        share (“Common Stock”) as set forth below.


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      2.1
         Conversion
        of Note.

      


      (a) Mandatory
        Conversion.
        Provided an Event of Default or an event which with the passage of time or
        giving of notice could become an Event of Default has not occurred, then,
        until
        the Maturity Date, the Borrower will have the option by written notice to
        the
        Holder (“Notice of Mandatory Conversion”) of compelling the Holder to convert
        all or a portion of the outstanding and unpaid principal of the Note and
        accrued
        interest, thereon, into Common Stock at fifty percent (50%) of the Conversion
        Price as defined in the October 23, 2007 transaction, as adjusted, (the
“Conversion Price”) then in affect (“Mandatory Conversion”). The Notice of
        Mandatory Conversion, which notice must be given on the first day following
        twenty (20) consecutive trading days (“Lookback Period”) during which the
        closing price for the Common Stock as reported by Bloomberg, LP for the
        Principal Market shall be greater than Five Dollars ($5.00) each such trading
        day and during which twenty (20) trading days, the daily trading volume as
        reported by Bloomberg L.P. for the Principal Market is greater than 100,000
        shares. The date the Notice of Mandatory Conversion is given is the “Mandatory
        Conversion Date.” The Notice of Mandatory Conversion shall specify the aggregate
        principal amount of the Note which is subject to Mandatory Conversion. Mandatory
        Conversion Notices must be given proportionately to all Holders of Notes.
        The
        Borrower shall reduce the amount of Note principal subject to a Notice of
        Mandatory Conversion by the amount of Note Principal and interest for which
        the
        Holder had delivered a Notice of Conversion to the Borrower during the twenty
        (20) trading days preceding the Mandatory Conversion Date. Each Mandatory
        Conversion Date shall be a deemed Conversion Date and the Borrower will be
        required to deliver the Common Stock issuable pursuant to a Mandatory Conversion
        Notice in the same manner and time period as described in the Subscription
        Agreement. A Notice of Mandatory Conversion may be given only in connection
        with
        an amount of Common Stock which would not cause a Holder to exceed the 4.99%
        (or
        if increased, 9.99%) beneficial ownership limitation set forth in Section
        2.3 of
        this Note.

      


      (b) 
        The
        Conversion Price and number and kind of shares or other securities to be
        issued
        upon conversion determined pursuant to Section 2.1(a), shall be subject to
        adjustment from time to time upon the happening of certain events while this
        conversion right remains outstanding, as follows:

      


      A. Merger,
        Sale of Assets, etc. If the Borrower at any time shall consolidate with or
        merge
        into or sell or convey all or substantially all its assets to any other
        corporation, this Note, as to the unpaid principal portion thereof and accrued
        interest thereon, shall thereafter be deemed to evidence the right to purchase
        such number and kind of shares or other securities and property as would
        have
        been issuable or distributable on account of such consolidation, merger,
        sale or
        conveyance, upon or with respect to the securities subject to the conversion
        or
        purchase right immediately prior to such consolidation, merger, sale or
        conveyance. The foregoing provision shall similarly apply to successive
        transactions of a similar nature by any such successor or purchaser. Without
        limiting the generality of the foregoing, the anti-dilution provisions of
        this
        Section shall apply to such securities of such successor or purchaser after
        any
        such consolidation, merger, sale or conveyance.

      


      B. Reclassification,
        etc. If the Borrower at any time shall, by reclassification or otherwise,
        change
        the Common Stock into the same or a different number of securities of any
        class
        or classes that may be issued or outstanding, this Note, as to the unpaid
        principal portion thereof and accrued interest thereon, shall thereafter
        be
        deemed to evidence the right to purchase an adjusted number of such securities
        and kind of securities as would have been issuable as the result of such
        change
        with respect to the Common Stock immediately prior to such reclassification
        or
        other change.

      


      C. Stock
        Splits, Combinations and Dividends. If the shares of Common Stock are subdivided
        or combined into a greater or smaller number of shares of Common Stock, or
        if a
        dividend is paid on the Common Stock in shares of Common Stock, the Conversion
        Price shall be proportionately reduced in case of subdivision of shares or
        stock
        dividend or proportionately increased in the case of combination of shares,
        in
        each such case by the ratio which the total number of shares of Common Stock
        outstanding immediately after such event bears to the total number of shares
        of
        Common Stock outstanding immediately prior to such event..

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      D. Share
        Issuance. So long as this Note is outstanding, if the Borrower shall issue
        or
        agree to issue any shares of Common Stock except for the Excepted Issuances
        (as
        defined in the Subscription Agreement) for a consideration less than the
        Conversion Price in effect at the time of such issue, then, and thereafter
        successively upon each such issue, the Conversion Price shall be reduced
        to such
        other lower issue price. For purposes of this adjustment, the issuance of
        any
        security carrying the right to convert such security into shares of Common
        Stock
        or of any warrant, right or option to purchase Common Stock shall result
        in an
        adjustment to the Conversion Price upon the issuance of the above-described
        security and again upon the issuance of shares of Common Stock upon exercise
        of
        such conversion or purchase rights if such issuance is at a price lower than
        the
        then applicable Conversion Price. The reduction of the Conversion Price
        described in this paragraph is in addition to other rights of the Holder
        described in this Note and the Subscription Agreement.

      


      (c) Whenever
        the Conversion Price is adjusted pursuant to Section 2.1(b) above, the Borrower
        shall promptly mail to the Holder a notice setting forth the Conversion Price
        after such adjustment and setting forth a statement of the facts requiring
        such
        adjustment.

      


      (d) During
        the period the conversion right exists, Borrower will reserve from its
        authorized and unissued Common Stock not less than an amount of Common Stock
        equal to 150% of the amount of shares of Common Stock issuable upon the full
        conversion of this Note. Borrower represents that upon issuance, such shares
        will be duly and validly issued, fully paid and non-assessable. Borrower
        agrees
        that its issuance of this Note shall constitute full authority to its officers,
        agents, and transfer agents who are charged with the duty of executing and
        issuing stock certificates to execute and issue the necessary certificates
        for
        shares of Common Stock upon the conversion of this Note.

      


      2.2 Method
        of Conversion.
        This
        Note may be converted by the Borrower in whole or in part as described in
        Section 2.1(a) hereof. Upon partial conversion of this Note, a new Note
        containing the same date and provisions of this Note shall, at the request
        of
        the Holder, be issued by the Borrower to the Holder for the principal balance
        of
        this Note and interest which shall not have been converted or paid.

      


      2.3 Maximum
        Conversion.
        The
        Borrower shall not be entitled to convert on a Conversion Date that amount
        of
        the Note in connection with that number of shares of Common Stock which would
        be
        in excess of the sum of (i) the number of shares of Common Stock beneficially
        owned by the Holder and its affiliates on a Conversion Date, (ii) any Common
        Stock issuable in connection with the unconverted portion of the Note, and
        (iii)
        the number of shares of Common Stock issuable upon the conversion of the
        Note
        with respect to which the determination of this provision is being made on
        a
        Conversion Date, which would result in beneficial ownership by the Holder
        and
        its affiliates of more than 4.99% of the outstanding shares of Common Stock
        of
        the Borrower on such Conversion Date. For the purposes of the provision to
        the
        immediately preceding sentence, beneficial ownership shall be determined
        in
        accordance with Section 13(d) of the Securities Exchange Act of 1934, as
        amended, and Regulation 13d-3 thereunder. Subject to the foregoing, the Holder
        shall not be limited to aggregate conversions of only 4.99% and aggregate
        conversion by the Borrower may exceed 4.99%. The Borrower shall have the
        authority and obligation to determine whether the restriction contained in
        this
        Section 2.3 will limit any conversion hereunder and to the extent that the
        Borrower determines that the limitation contained in this Section applies,
        the
        determination of which portion of the Notes are convertible shall be the
        responsibility and obligation of the Holder. The Holder may waive the conversion
        limitation described in this Section 2.3, in whole or in part, upon and
        effective after 61 days prior written notice to the Borrower to increase
        such
        percentage to up to 9.99%.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      ARTICLE
        III

       

      EVENTS
        OF DEFAULT

      


      The
        occurrence of any of the following events of default (“Event of Default”) shall,
        at the option of the Holder hereof, make all sums of principal and interest
        then
        remaining unpaid hereon and all other amounts payable hereunder immediately
        due
        and payable, upon demand, without presentment, or grace period, all of which
        hereby are expressly waived, except as set forth below:

      


      3.1 Failure
        to Pay Principal or Interest.
        The
        Borrower fails to pay any installment of Principal Amount, interest or other
        sum
        due under this Note or any Transaction Document when due and such failure
        continues for a period of five (5) business days after the due
        date.

      


      3.2 Breach
        of Covenant.
        The
        Borrower breaches any material covenant or other term or condition of the
        Subscription Agreement, this Note or Transaction Document in any material
        respect and such breach, if subject to cure, continues for a period of ten
        (10)
        business days after written notice to the Borrower from the Holder.

      


      3.3 Breach
        of Representations and Warranties.
        Any
        material representation or warranty of the Borrower made herein, in the
        Subscription Agreement, Transaction Document or in any agreement, statement
        or
        certificate given in writing pursuant hereto or in connection herewith or
        therewith shall be false or misleading in any material respect as of the
        date
        made and the Closing Date.

      


      3.4 Receiver
        or Trustee.
        The
        Borrower or any Subsidiary of Borrower shall make an assignment for the benefit
        of creditors, or apply for or consent to the appointment of a receiver or
        trustee for them or for a substantial part of their property or business;
        or
        such a receiver or trustee shall otherwise be appointed.

      


      3.5 Judgments.
        Any
        money judgment, writ or similar final process shall be entered or filed against
        Borrower or any subsidiary of Borrower or any of their property or other
        assets
        for more than $100,000,
        and
        shall remain unvacated, unbonded, unappealed, unsatisfied, or unstayed for
        a
        period of forty-five (45) days.

      


      3.6 Non-Payment.
        A
        default by the Borrower under any one or more obligations in an aggregate
        monetary amount in excess of $100,000 for more than twenty (20) days after
        the
        due date, unless the Borrower is contesting the validity of such obligation
        in
        good faith and has segregated cash funds equal to the contested
        amount.

      


      3.7 Listing
        and Filing Defaults.
        Failure
        by Borrower to timely comply with the listing and filing requirements set
        forth
        in Sections 9(b) and 9(d) of the Subscription Agreement.

      


      3.8 Bankruptcy.
        Bankruptcy, insolvency, reorganization, or liquidation proceedings or other
        proceedings or relief under any bankruptcy law or any law, or the issuance
        of
        any notice in relation to such event, for the relief of debtors shall be
        instituted by or against the Borrower or any Subsidiary of
        Borrower.

      


      3.9 Delisting.
        Delisting of the Common Stock from any Principal Market for a period of seven
        consecutive trading days; or notification from a Principal Market that the
        Borrower is not in compliance with the conditions for such continued listing
        on
        such Principal Market.

      


      3.10 Stop
        Trade.
        An SEC
        or judicial stop trade order or Principal Market trading suspension with
        respect
        to Borrower’s Common Stock that lasts for five or more consecutive trading
        days.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      3.11 Failure
        to Deliver Common Stock or Replacement Note.
        Borrower’s failure to timely deliver Common Stock to the Holder pursuant to and
        in the form required by this Note or the Subscription Agreement,
        or if
        required, a replacement Note.

      


      3.12 Non-Registration
        Event.
        The
        occurrence of a Non-Registration Event as described in Section 11.4 of the
        Subscription Agreement.

      


      3.13 Reverse
        Splits.
        The
        Borrower effectuates a reverse split of its Common Stock without twenty days
        prior written notice to the Holder.

      3.14 Cross
        Default.
        A
        default by the Borrower of a material term, covenant, warranty or undertaking
        of
        any Transaction Document or other agreement to which the Borrower and Holder
        are
        parties, or the occurrence of a material event of default under any such
        other
        agreement which is not cured after any required notice and/or cure
        period.

      


      3.15 Reservation
        Default.
        Failure
        by the Borrower to have reserved for issuance upon conversion of the Note
        the
        amount of Common Stock as set forth in this Note and the Subscription
        Agreement.

      


      3.16 Financial
        Statement Restatement.  
        The restatement of any financial statements filed by the Borrower for any
        date
        or period from two years prior to the Issue Date of this Note and until this
        Note is no longer outstanding, if the result of such restatement would, by
        comparison to the unrestated financial statements, have constituted a Material
        Adverse Effect.

      


      3.17 Other
        Note Default.
        The
        occurrence of any Event of Default under any Other Note.

      


      ARTICLE
        IV

      


      SECURITY
        INTEREST

      


      4. Security
        Interest/Waiver of Automatic Stay.
        This
        Note is secured by a security interest granted to the Collateral Agent for
        the
        benefit of the Holder pursuant to a Security Agreement, as delivered by Borrower
        to Holder. The Borrower acknowledges and agrees that should a proceeding
        under
        any bankruptcy or insolvency law be commenced by or against the Borrower,
        or if
        any of the Collateral (as defined in the Security Agreement) should become
        the
        subject of any bankruptcy or insolvency proceeding, then the Holder should
        be
        entitled to, among other relief to which the Holder may be entitled under
        the
        Transaction Documents and any other agreement to which the Borrower and Holder
        are parties (collectively, "Loan Documents") and/or applicable law, an order
        from the court granting immediate relief from the automatic stay pursuant
        to 11
        U.S.C. Section 362 to permit the Holder to exercise all of its rights and
        remedies pursuant to the Loan Documents and/or applicable law. THE BORROWER
        EXPRESSLY WAIVES THE BENEFIT OF THE AUTOMATIC STAY IMPOSED BY 11 U.S.C. SECTION
        362. FURTHERMORE, THE BORROWER EXPRESSLY ACKNOWLEDGES AND AGREES THAT NEITHER
        11
        U.S.C. SECTION 362 NOR ANY OTHER SECTION OF THE BANKRUPTCY CODE OR OTHER
        STATUTE
        OR RULE (INCLUDING, WITHOUT LIMITATION, 11 U.S.C. SECTION 105) SHALL STAY,
        INTERDICT, CONDITION, REDUCE OR INHIBIT IN ANY WAY THE ABILITY OF THE HOLDER
        TO
        ENFORCE ANY OF ITS RIGHTS AND REMEDIES UNDER THE LOAN DOCUMENTS AND/OR
        APPLICABLE LAW. The Borrower hereby consents to any motion for relief from
        stay
        that may be filed by the Holder in any bankruptcy or insolvency proceeding
        initiated by or against the Borrower and, further, agrees not to file any
        opposition to any motion for relief from stay filed by the Holder. The Borrower
        represents, acknowledges and agrees that this provision is a specific and
        material aspect of the Loan Documents, and that the Holder would not agree
        to
        the terms of the Loan Documents if this waiver were not a part of this Note.
        The
        Borrower further represents, acknowledges and agrees that this waiver is
        knowingly, intelligently and voluntarily made, that neither the Holder nor
        any
        person acting on behalf of the Holder has made any representations to induce
        this waiver, that the Borrower has been represented (or has had the opportunity
        to he represented) in the signing of this Note and the Loan Documents and
        in the
        making of this waiver by independent legal counsel selected by the Borrower
        and
        that the Borrower has discussed this waiver with counsel.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      ARTICLE
        V

       

      MISCELLANEOUS

      


      5.1 Failure
        or Indulgence Not Waiver.
        No
        failure or delay on the part of Holder hereof in the exercise of any power,
        right or privilege hereunder shall operate as a waiver thereof, nor shall
        any
        single or partial exercise of any such power, right or privilege preclude
        other
        or further exercise thereof or of any other right, power or privilege. All
        rights and remedies existing hereunder are cumulative to, and not exclusive
        of,
        any rights or remedies otherwise available.

      


      5.2 Notices.
        All
        notices, demands, requests, consents, approvals, and other communications
        required or permitted hereunder shall be in writing and, unless otherwise
        specified herein, shall be (i) personally served, (ii) deposited in the mail,
        registered or certified, return receipt requested, postage prepaid, (iii)
        delivered by reputable air courier service with charges prepaid, or (iv)
        transmitted by hand delivery, telegram, or facsimile, addressed as set forth
        below or to such other address as such party shall have specified most recently
        by written notice. Any notice or other communication required or permitted
        to be
        given hereunder shall be deemed effective (a) upon hand delivery or delivery
        by
        facsimile, with accurate confirmation generated by the transmitting facsimile
        machine, at the address or number designated below (if delivered on a business
        day during normal business hours where such notice is to be received), or
        the
        first business day following such delivery (if delivered other than on a
        business day during normal business hours where such notice is to be received)
        or (b) on the second business day following the date of mailing by express
        courier service, fully prepaid, addressed to such address, or upon actual
        receipt of such mailing, whichever shall first occur. The addresses for such
        communications shall be: (i) if to the Borrower to: Attitude Drinks Inc.,
        11300
        U.S. Highway
        1, Suite 207, North Palm Beach, Florida 33408, Attn: Roy Warren, CEO and
        President, telecopier: (561) 799-5039, with a copy by telecopier only to:
        Weed
& Co., LLP, 4695 MacArthur Court, Suite 1430, Newport Beach, CA 92660, Attn:
        Rick Weed, Esq., telecopier number: (949) 475-9087, and (ii) if to the Holder,
        to the name, address and telecopy number set forth on the front page of this
        Note, with a copy by telecopier
        only to
        Grushko & Mittman, P.C., 551 Fifth Avenue, Suite 1601, New York, New York
        10176, telecopier number: (212) 697-3575.

      


      5.3 Amendment
        Provision.
        The
        term “Note” and all reference thereto, as used throughout this instrument, shall
        mean this instrument as originally executed, or if later amended or
        supplemented, then as so amended or supplemented.

      


      5.4 Assignability.
        This
        Note shall be binding upon the Borrower and its successors and assigns, and
        shall inure to the benefit of the Holder and its successors and
        assigns.

      


      5.5 Cost
        of Collection.
        If
        default is made in the payment of this Note, Borrower shall pay the Holder
        hereof reasonable costs of collection, including reasonable attorneys’
fees.

      


      5.6 Governing
        Law.
        This
        Note shall be governed by and construed in accordance with the laws of the
        State
        of New York, including,
        but not limited to, New York statutes of limitations.
        Any
        action brought by either party against the other concerning the transactions
        contemplated by this Agreement shall be brought only in the civil or state
        courts of New York or in the federal courts located in the State and county
        of
        New York. Both parties and the individual signing this Agreement on behalf
        of
        the Borrower agree to submit to the jurisdiction of such courts. The prevailing
        party shall be entitled to recover from the other party its reasonable
        attorney's fees and costs. In
        the
        event that any provision of this Note is invalid or unenforceable under any
        applicable statute or rule of law, then such provision shall be deemed
        inoperative to the extent that it may conflict therewith and shall be deemed
        modified to conform with such statute or rule of law. Any such provision
        which
        may prove invalid or unenforceable under any law shall not affect the validity
        or unenforceability of any other provision of this Note. Nothing contained
        herein shall be deemed or operate to preclude the Holder from bringing suit
        or
        taking other legal action against the Borrower in any other jurisdiction
        to
        collect on the Borrower's obligations to Holder, to realize on any collateral
        or
        any other security for such obligations, or to enforce a judgment or other
        decision in favor of the Holder. This
        Note shall be deemed an unconditional obligation of Borrower for the payment
        of
        money and, without limitation to any other remedies of Holder, may be enforced
        against Borrower by summary proceeding pursuant to New York Civil Procedure
        Law
        and Rules Section 3213 or any similar rule or statute in the jurisdiction
        where
        enforcement is sought. For purposes of such rule or statute, any other document
        or agreement to which Holder and Borrower are parties or which Borrower
        delivered to Holder, which may be convenient or necessary to determine Holder’s
        rights hereunder or Borrower’s obligations to Holder are deemed a part of this
        Note, whether or not such other document or agreement was delivered together
        herewith or was executed apart from this Note.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      5.7 Maximum
        Payments.
        Nothing
        contained herein shall be deemed to establish or require the payment of a
        rate
        of interest or other charges in excess of the maximum permitted by applicable
        law. In the event that the rate of interest required to be paid or other
        charges
        hereunder exceed the maximum permitted by such law, any payments in excess
        of
        such maximum shall be credited against amounts owed by the Borrower to the
        Holder and thus refunded to the Borrower.

      


      5.8. Construction.
        Each
        party acknowledges that its legal counsel participated in the preparation
        of
        this Note and, therefore, stipulates that the rule of construction that
        ambiguities are to be resolved against the drafting party shall not be applied
        in the interpretation of this Note to favor any party

      against
        the other.

      


      5.9 Redemption.
        This
        Note may not be redeemed or called without the consent of the Holder except
        as
        described in this Note or the Subscription Agreement.

      


      5.10 Shareholder
        Status.
        The
        Holder shall not have rights as a shareholder of the Borrower with respect
        to
        unconverted portions of this Note. However, the Holder will have the rights
        of a
        shareholder of the Borrower with respect to the Shares of Common Stock to
        be
        received after delivery by the Holder of a Conversion Notice to the
        Borrower.

      


      5.11 Non-Business
        Days.
        Whenever any payment or any action to be made shall be due on a Saturday,
        Sunday
        or a public holiday under the laws of the State of New York, such payment
        may be
        due or action shall be required on the next succeeding business day and,
        for
        such payment, such next succeeding day shall be included in the calculation
        of
        the amount of accrued interest payable on such date.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF,
        Borrower has caused this Note to be signed in its name by an authorized officer
        as of the ____ day of September, 2008.

      


      
        	 	 	
                ATTITUDE
                  DRINKS INC.

              
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
                By:

              	    
	 
	 	 	 	
                Name:
                  

              	 
	 	 	 	
                Title:
                  

              	 
	 	 	 	 	 
	
                WITNESS:

              	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                     
                  

              	 	 	 	 


      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      NOTICE
        OF CONVERSION

      


      (To
        be
        executed by the Registered Holder in order to convert the Note)

      


      


      The
        undersigned hereby elects to convert $_________ of the principal and $_________
        of the interest due on the Note issued by Attitude Drinks Inc. on September
        ___,
        2008 into Shares of Common Stock of Attitude Drinks Inc. (the “Borrower”)
        according to the conditions set forth in such Note, as of the date written
        below.

       

      


      Date
        of
        Conversion:____________________________________________________________________

      


      


      Conversion
        Price:______________________________________________________________________

      


      


      Number
        of
        Shares of Common Stock Beneficially Owned on the Conversion Date:
        Less
        than 5% of the outstanding Common Stock of Attitude Drinks Inc.

      


      


      Shares
        To
        Be
        Delivered:_________________________________________________________________

      


      


      Signature:____________________________________________________________________________

      


      


      Print
        Name:__________________________________________________________________________

      


      


      Address:_____________________________________________________________________________

      


      ____________________________________________________________________________

       

      
        
          
          

        

        
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