Supplement
      No. ____

              
	
                Name
      of Recipient

              	 
      


      

    

    


    SKINNY
NUTRITIONAL CORP.

    


    SUPPLEMENT
NO. 1

    TO

    CONFIDENTIAL
SUBSCRIPTION AGREEMENT DATED APRIL 7, 2010

    
                 

      
        

      

    

                



    Private
Sale of Securities

    $250,000
Minimum - $1,500,000 Maximum

    


    Minimum
Offering Consisting of 4,166,667 Shares of Common Stock

    And
Warrants to Purchase 4,166,667 Shares of Common Stock

    


    Maximum
Offering Consisting of 25,000,000 Shares of Common Stock

    And
Warrants to Purchase 25,000,000 Shares of Common Stock

                     
 

    
      

    

    


    THIS
SUPPLEMENT CONTAINS MATERIAL NONPUBLIC INFORMATION CONCERNING SKINNY NUTRITIONAL
CORP. AND IS PREPARED SOLELY FOR THE USE OF THE OFFEREE NAMED
ABOVE.  ANY USE OF THIS INFORMATION FOR ANY PURPOSE OTHER THAN IN
CONNECTION WITH THE CONSIDERATION OF AN INVESTMENT IN THE SECURITIES OFFERED
HEREBY MAY SUBJECT THE USER TO CRIMINAL AND CIVIL LIABILITY.

    


    THE
SECURITIES OFFERED HEREBY ARE HIGHLY SPECULATIVE AND INVOLVE A HIGH DEGREE OF
RISK AND IMMEDIATE DILUTION AND MAY BE PURCHASED ONLY BY PERSONS WHO QUALIFY AS
“ACCREDITED INVESTORS” UNDER RULE 501 (a) OF REGULATION D UNDER THE SECURITIES
ACT.

    


    THIS
DOCUMENT HAS NOT BEEN FILED WITH OR REVIEWED BY THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION OR ANY OTHER COMMISSION OR REGULATORY AUTHORITY, AND HAS NOT
BEEN FILED WITH OR REVIEWED BY THE ATTORNEY GENERAL OF ANY STATES NOR HAS ANY
SUCH COMMISSION, AUTHORITY OR ATTORNEY GENERAL DETERMINED WHETHER IT IS ACCURATE
OR COMPLETE OR PASSED UPON OR ENDORSED THE MERITS OF THIS
OFFERING.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

    


    Selling
Agent:

    


    

    


    PHILADEPHIA
BROKERAGE CORPORATION

    2 Radnor
Corporate Center

    100
Matsonford Road, Suite 111

    Radnor,
Pennsylvania 19087

    Tel.
(610) 975-9990

    


    The
date of this Supplement No. 1 is May 5, 2010


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    THIS
SUPPLEMENT NO. 1 IS AN INTEGRAL PART OF, AND SHOULD BE READ IN CONJUNCTION WITH,
THE CONFIDENTIAL SUBSCRIPTION AGREEMENT DATED APRIL 7, 2010 (THE “SUBSCRIPTION
AGREEMENT”) OF SKINNY NUTRITIONAL CORP. (THE “COMPANY”).

    


    THE
INFORMATION PRESENTED HEREIN MAY ADD, UPDATE OR CHANGE INFORMATION IN THE
SUBSCRIPTION AGREEMENT. ACCORDINGLY, THIS SUPPLEMENT NO. 1 SHOULD BE DEEMED PART
OF AND READ IN CONJUNCTION WITH THE SUBSCRIPTION AGREEMENT. EXCEPT AS
SPECIFICALLY SET FORTH OR MODIFIED BY THIS SUPPLEMENT NO. 1, THE TERMS AND
PROVISIONS OF THE OFFERING AND OTHER RELEVANT INFORMATION AS SET FORTH IN THE
SUBSCRIPTION AGREEMENT SHALL REMAIN IN PLACE AND WILL NOT BE
CHANGED.

     

    THE
INFORMATION IN THIS SUPPLEMENT NO. 1 IS CURRENT ONLY AS OF THE DATE ON THE COVER
AND MAY CHANGE ANY TIME HEREAFTER. THIS SUPPLEMENT DOES NOT CONSTITUTE AN OFFER
OR SOLICITATION IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL. ANY DISTRIBUTION OR REPRODUCTION OF ALL OR ANY PART OF THIS
SUPPLEMENT OR THE DIVULGENCE OF ITS CONTENTS IS UNAUTHORIZED. BY ACCEPTING
DELIVERY OF THIS SUPPLEMENT, THE RECIPIENT AGREES TO THE FOREGOING.

     

    THE
PURPOSE OF THIS SUPPLEMENT IS TO NOTIFY EXISTING AND PROSPECTIVE SUBSCRIBERS TO
THE SECURITIES OF THE COMPANY OF THE INFORMATION DESCRIBED HEREIN UNDER THE
HEADING “SUPPLEMENTAL INFORMATION.” ALL PROSPECTIVE SUBSCRIBERS TO THE OFFERING,
TOGETHER WITH THEIR ADVISORS, SHOULD CAREFULLY REVIEW THIS SUPPLEMENT NO. 1 AND
THE SUBSCRIPTION AGREEMENT PRIOR TO ANY DECISION TO PURCHASE
SECURITIES.  PROSPECTIVE SUBSCRIBERS SHOULD NOT CONSTRUE THE CONTENTS
OF THIS SUPPLEMENT OR THE SUBSCRIPTION AGREEMENT AS LEGAL, TAX OR FINANCIAL
ADVICE. EACH PROSPECTIVE SUBSCRIBER IN THE COMPANY SHOULD CONSULT THEIR OWN
PROFESSIONAL ADVISERS AS TO THE LEGAL, TAX OR FINANCIAL CONSEQUENCES OR OTHER
MATTERS RELEVANT TO THE SUITABILITY OF INVESTING IN THE SECURITIES.

     

    THIS
SUPPLEMENT IS NOT INTENDED TO BE, AND IS NOT, COMPLETE AND IS SUBJECT TO, AND
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE MORE DETAILED DESCRIPTION OF THE
OFFERING AND OTHER RELEVANT INFORMATION SET FORTH IN THE SUBSCRIPTION AGREEMENT,
ANY APPENDICES, EXHIBITS OR ADDITIONAL SUPPLEMENTS THERETO, INCLUDING, WITHOUT
LIMITATION, THE NOTICES, DISCLAIMERS AND RISK FACTORS INCLUDED
THEREIN.


    
      
         


      

      
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    INTRODUCTION

    


    This
Supplement Number 1 (“Supplement No. 1”) to
the Confidential Subscription Agreement dated April 7, 2010 (the “Subscription
Agreement”) of Skinny Nutritional Corp. (the “Company”) amends and
supplements the Subscription Agreement as provided for herein.  This
Supplement No. 1 should be read together with the original Subscription
Agreement. Capitalized terms used in this Supplement No. 1 without definition
have the same meaning specified therefore in the original Subscription
Agreement.

    


    SUPPLEMENTAL
INFORMATION

    


    Status
of Offering 

    


    As of the date of this Supplement No.
1, the Company, pursuant to the terms of the Subscription Agreement, has
accepted subscriptions of $1,215,000 for an aggregate of 20,249,997 shares of
Common Stock and 20,249,997 Warrants. Net proceeds from such sales of the
Securities, after payment of offering expenses and commissions, are
approximately $1,055,000.

    


    Amendment
of Offering

    


    The Subscription Agreement is hereby
amended as follows:

    


    The
Company and Philadelphia Brokerage Corp. (the “Selling Agent”) have
agreed to increase the Maximum Offering to $2,000,000 of Securities from
$1,500,000 of Securities.

    


    Accordingly,
if the Maximum Offering amount is sold, the Company would issue an additional
$500,000 of Securities, or 8,333,333 additional shares of Common Stock and
8,333,333 additional Warrants. Therefore, if the Maximum Offering amount is
subscribed for, the total amount of Securities which the Company may issue in
the Offering is 33,333,333 Common Shares and 33,333,333 Warrants. In addition,
the total compensation payable to the Selling Agent will be increased
proportionately to reflect the increase in the Maximum Offering, such that if
the Maximum Offering is subscribed for, the Selling Agent will receive total
commissions of $200,000 and will be issued 3,333,333 Agent
Warrants.

    


    Reconfirmation

    


    To the extent a signatory of this
Supplement No. 1 has previously subscribed for Securities of the Company, the
undersigned hereby acknowledges receipt of this Supplement No. 1, has read and
understands the foregoing and reconfirms its subscription in full for the
Securities pursuant to the Subscription Agreement that the undersigned has
previously executed, as amended hereby

    


    If the
recipient has not previously subscribed for Securities, the undersigned, by its
signature to this Supplement No. 1, acknowledges receipt of this Supplement No.
1, has read and understands the foregoing and agrees to the terms of the
Offering as set forth in the Subscription Agreement and as amended
hereby.

     

    
      
        


        
          
             


          

          
            3

            
              

            

          

          
             


          

        

      

    

     

    Your
attention is directed to the Subscription Agreement for additional information
concerning the subscription procedures.

    


    Please acknowledge your receipt of this
Supplement No. 1 and confirm your agreement to subscribe for Securities of the
Company by signing this Supplement No. 1 on the following signature page and
returning the same to me.  Please call me in the event you have any
questions.

    


    
      	 
      	
              Very
      truly yours,

            
	 
      	 
      
	 
      	
              Skinny
      Nutritional Corp.

            
	 
      	 
      
	 
      	
              Donald
      J. McDonald,

            
	 
      	
              Chief Financial
Officer

            


    


    
      
         


      

      
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    ACKNOWLEDGMENT

    


    The
undersigned subscriber acknowledges receipt of this Supplement No. 1 and
confirms its subscription for Securities of the Company on the terms and
conditions stated herein. This acknowledgment should be returned with your
Subscription Agreement.


    


    
      
        	
                Dated
      as of ____________ __, 2010

              	
                     

              	 
      
	 
      	 
      	 
      
	
                Corporation/Entity
      Signature:

              	 
      	
                Individual(s)
      Signature:

              
	 
      	 
      	 
      
	
                                 

              	 
      	
                   

              
	
                Print
      Name of Entity Subscriber

              	 
      	
                Signature

              
	 
      	 
      	 
      
	
                By

              	
                        

              	 
      	
                   

              
	
                 

              	 
      	      
                Signature

              
	 
      	 
      	 
      
	
                                

              	 
      	
                   

              
	
                Print
      Name and Title of

              	 
      	
                Print
      Name of Individual

              
	
                Person
      Signing

              	 
      	 
      
	 
      	 
      	
                   

              
	 
      	 
      	
                Print
      Name of Individual

              


      

    


    
      
         


      

      
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