SEPARATION AGREEMENT AND
RELEASE

    


    CONSULT
WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT AND RELEASE.

    


    BY
SIGNING THIS AGREEMENT AND RELEASE, YOU GIVE UP AND WAIVE IMPORTANT LEGAL
RIGHTS.

    


    This is
an agreement and release (the “Agreement”) between
Skinny Nutritional Corp., subsidiaries, affiliates, successors and assigns,
their respective past and present officers, directors, employees, agents,
attorneys, whether as individuals or in their official capacity, and each of
their respective successors and assigns (hereinafter collectively referred to as
the “Company”)
and by his own free will, Ronald D. Wilson (“Wilson” or “Employee”).  As
used herein, the term “Execution Date” shall
mean the later of the two dates on which this agreement has been executed by
Employee and the Company, as specified on the signature page of this
agreement.

    


    WHEREAS, Wilson has been an
employee of the Company, and

    


    WHEREAS, Wilson has been
employed pursuant to a written agreement dated as of December 1, 2008 (the
“Employment
Agreement”) and a Confidentiality, Non-Solicitation and Assignment
Agreement dated as of December 1, 2008 (the “Confidentiality
Agreement”); and

    


    WHEREAS, Employee and the
Company each desire an amicable cessation of the employment
relationship;

    


    NOW, THEREFORE, in
consideration of the covenants and promises contained herein and for other good
and valuable consideration, receipt of which is hereby acknowledged, Employee
and the Company (who hereinafter collectively may be referred to as the “Parties”) hereby
agree as follows:

    


    1.            Termination.  Employee
acknowledges and agrees that effective the close of business June 30, 2010,
Employee’s position as President and Chief Executive Officer and the Employment
Agreement shall be terminated (the “Termination Date”),
and except as otherwise stated, all terms of the Employment Agreement shall be
deemed superseded by this Agreement.

     

    
      	
               
      

            	
              a.

            	
              Employee
      hereby agrees not to stand for reelection to the Company’s Board of
      Directors for the Company’s next annual meeting of
      stockholders.

            


    

     

    
      	
               
      

            	
              b.

            	
              Employee
      will cooperate in completing any action necessary to fully implement his
      resignation, including the execution of any documentation necessary to
      effectuate his removal from and/or the transfer of any position he has
      held as an officer, director, or committee member of the
      Company.

            


    

     

    2.            Consideration.  In
consideration for Employee’s execution of this Agreement, and for the release of
claims against the Company, the Company will give Employee the
following:


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    a.           The
Company shall enter into a consulting agreement with the Employee pursuant to
which the Employee shall provide such services as may be requested from time to
time by the Chief Executive Officer of the Company during the period commencing
on the Termination Date and to December 31, 2010 (the “Consulting
Agreement”). In consideration for such services and his availability to
perform such services under the Consulting Agreement, the Company agrees to pay
to the Employee compensation at the rate of $12,500 per thirty day period.
Further, the Consulting Agreement shall specify the terms and conditions
pursuant to which Employee would be eligible for any further equity compensation
grants awarded by the Company.

     

    b.           All
unvested stock options held by the Employee shall been deemed vested as of the
Termination Date and such options shall remain exercisable for their original
exercise period in accordance with the terms of such options. The warrants to
purchase shares of common stock held by the Employee as of the date hereof shall
continue in full force and effect in accordance with their terms. Attached as
Schedule A to
this Agreement is a list of the options and warrants held by
Employee.

     

    c.           Employee
shall be entitled to take advantage of the COBRA benefits to the maximum amount
permitted by law.

     

    3.      Benefits.

     

    a.           Until
December 31, 2010, Employee’s current health and insurance benefits and
automobile allowance will continue to the same extent as they existed prior to
the Termination Date.

     

    b.           To
the extent Employee has unreimbursed business expenses, incurred through the
Termination Date, Employee must immediately submit the expenses with all
appropriate documentation; those expenses which meet the Company’s guidelines
will be reimbursed. Any expense account that Employee has with the Company
terminates effective on the Termination Date, and any expenses already incurred
will be reviewed and processed in accordance with the policies and procedures of
the Company. No new expenses may be incurred after the Termination Date.
Employee agrees to promptly pay any outstanding balance on these accounts that
represent non-reimbursable expenses.

     

    4.            No
Admission.  Employee understands that neither this Agreement
(nor anything contained herein) nor the making of this Agreement is intended,
and shall not be construed, as an admission that the Company has violated any
federal, state or local law (statutory, decisional or common law), or any
ordinance or regulation, or has committed any wrong whatsoever with respect to
the Employee (including, but not limited to, breach of any contract, actual or
implied).


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    5.       
    Acknowledgement.  Employee
acknowledges that the consideration provided in this Agreement exceed that to
which Employee would otherwise be entitled under the normal operation of any
benefit plan, policy or procedure of the Company or under any previous agreement
(written or oral) between Employee and the Company. Employee further
acknowledges that the agreement by the Company to provide consideration pursuant
to this Agreement beyond Employee’s entitlement is conditioned upon Employee’s
release of all claims against the Company and Employee’s compliance with all the
terms and conditions of this Agreement. Furthermore, except as provided in this
Agreement, Employee gives up Employee’s right to individual damages in
connection with any administrative or court proceeding with respect to any claim
that has been waived herein, arising out of Employee’s employment or separation
from employment from the Company and if Employee is awarded or accepts money
damages, Employee will assign to the Company any right and interest to such
money damages.

     

    6.       
    No Other
Payments.  The Parties agree that, except as provided for
herein, there shall be no other payments or benefits payable to Employee,
including but not limited to, salary, bonuses, commissions, finder’s fees and/or
other payments.

     

    7.     
      Arbitration. The
Parties specifically and knowingly and voluntarily agree to arbitrate any
controversy, dispute or claim which has arisen or should arise in connection
with Employee’s employment, the cessation of Employee’s employment, or in any
way related to the terms of this Agreement.  The Parties agree to
arbitrate any and all such controversies, disputes, and claims before a single
arbitrator in the Commonwealth of Pennsylvania in accordance with the Rules of
the American Arbitration Association. The arbitrator shall be selected by the
Association and shall be an attorney-at-law experienced in the field of
corporate law and admitted to practice in the Commonwealth of Pennsylvania. In
the course of any arbitration pursuant to this Agreement, Employee and the
Company agree (i) to request that a written award be issued by the arbitrator
and (ii) that each side is entitled to receive any and all relief it would be
entitled to receive in a court proceeding. The Parties knowingly and voluntarily
agree to enter into this arbitration clause and, except for claims contemplated
in paragraphs 9 and 10 below, waive any rights that might otherwise exist to
request a jury trial or other court proceeding.  This paragraph is
intended to be both a post-dispute and pre-dispute arbitration
clause.  Any judgment upon any arbitration award may be entered in any
court, federal or state, having competent jurisdiction of the parties. The
Parties’ agreement to arbitrate disputes includes, but is not limited to, any
claims of unlawful discrimination and/or unlawful harassment under Title VII of
the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment
Act 1967, as amended, the Americans with Disabilities Act, or any other federal,
state or local law relating to discrimination in employment and any claims
relating to wage and hour claims and any other statutory or common law
claims.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    8.        
   Confidentiality.
Employee agrees that the provisions of Section 2 of the
Confidentiality Agreement shall remain in full force and effect in accordance
with the provisions thereof. Employee further acknowledges and agrees that any
non-public and/or proprietary information of the Company and/or its customers
disclosed to or prepared by Employee during Employee’s employment remains
confidential and may not be used and/or disclosed by Employee hereafter without
the prior written consent of the Company. Such information includes, without
limitation, information concerning products and services developed and under
development, pending or completed Company regulatory matters (internal or
external), litigations, arbitrations, internal investigations or reviews,
internal compliance memoranda and reviews.  Employee agrees that the
terms and existence of this Agreement are and shall remain confidential and
agrees, to the maximum extent permitted by applicable law, rule, code or
regulation, not to disclose (directly or indirectly) the terms, conditions or
existence of this Agreement, or to talk or write about the negotiation,
execution or implementation of this Agreement, without the prior written consent
of the Company, except as required by law, regulatory authorities, internally to
process this Agreement at the Company, or in connection with any arbitration or
litigation arising out of this Agreement. Anything herein to the contrary
notwithstanding, Employee may disclose the terms of this Agreement to Employee’s
immediate family, financial advisor, accountant or attorney, provided that
Employee advises any individual to whom the terms, conditions or existence of
this Agreement has been disclosed (in accordance with this sentence) of the
confidentiality requirements of this paragraph and Employee shall use Employee’s
best efforts to ensure that the requirements are complied with in all
respects.  Further, nothing in this paragraph shall preclude Employee
from using this Agreement in any action for breach of this
Agreement.  In that case, however, Employee shall seek to protect the
terms of this Agreement from public disclosure to the extent possible, including
filing this Agreement under seal where permissible to do so. Except as otherwise
agreed to by the Employee and Company, Employee agrees that in the event
Employee is contacted by the media in any form, including, but not limited to,
any wire service, newspaper, magazine or web-based news service, with respect to
the Company, its clients and/or customers, and/or Employee’s conduct and/or
employment at the Company, Employee will immediately refer all contacts directly
to Mr. Donald J. McDonald, Chief Financial Officer, or his successor at the
Company.

     

    9.            Restrictive
Covenants. Employee agrees that the provisions of Section 1 of the
Confidentiality Agreement shall remain in full force and effect in accordance
with the provisions thereof. Further, in addition to the foregoing provisions of
the Confidentiality Agreement, Employee also agrees that in consideration for
the payments and other consideration provided in this Agreement, Employee agrees
that during the period beginning on the Termination Date and ending twelve
months after the Termination Date (the “Restricted Period”),
he shall not, except for a Permitted Activity, directly or indirectly, for his
own benefit or for the benefit of any other person or entity (whether as an
officer, director, employee, partner, joint venturer, consultant, investor or
otherwise) engage in direct competition with the Business (as defined below).
For purposes hereof, the term “Business” shall mean
the business of developing, bottling and distributing beverages strictly limited
to, for the purpose of this definition, zero-calorie enhanced waters. For
purposes hereof, “Permitted Activity”
means (i) the ownership of publicly-traded securities of any entity not
exceeding 3% of the total amount outstanding of such securities, or (ii)
accepting employment (or performing services for) any entity whose business is
diversified but which engages in the Business, so long as (A) Employee does not
render any services or assistance to any division or part of such entity that is
in any way engaged in the Business, and (B) the Company shall have received,
prior to Employee rendering any services or assistance, written assurance from
such entity that Employee shall not render any services or assistance to any
division or part of such entity that is in any way engaged in the
Business.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    10.         Litigation.
(a)  The payments to be made hereunder on conditioned on the full
cooperation by Employee with the Company in the prosecution or defense, as the
case may be, of any and all actions, governmental inquiries or other legal or
regulatory proceedings in which Employee’s assistance may be reasonably
requested by the Company. Reasonable expenses arising from the cooperation will
be reimbursed within the Company’s guidelines. To the maximum extent permitted
by applicable law and consistent with the Articles of Incorporation or Bylaws of
the Company, each as amended to date, the Company will hold harmless, defend and
indemnify Employee from and against any judgments, fines, amounts paid in
settlement, and expenses (including attorneys’ reasonable fees) arising from any
claim, suit or other action against Employee by any third party, on account of
any action or inaction by Employee taken or omitted to be taken by Employee on
behalf of the Company during the course of his employment, up to his date of
termination, provided that such action or inaction by Employee was within the
scope of Employee’s employment and consistent with the Company’s policies and
procedures.

     

    (b)         Promptly
after receipt by Employee under this paragraph 10 of notice of the commencement
of any action, suit or proceeding, Employee shall notify the Company in
writing of the commencement thereof (but the failure so to notify shall not
relieve the
Company from any liability which it may have under this paragraph except
to the extent that it has been prejudiced in any material respect by such
failure or from any liability which it may have otherwise). In case any such
action is brought against Employee, and Employee notifies the Company of the
commencement thereof, the Company will be
entitled to participate therein, and to the extent it may elect by written
notice delivered to the Employee promptly after receiving the aforesaid notice
from Employee, the
Company may assume the defense thereof with counsel reasonably
satisfactory to such Employee.  Notwithstanding the
foregoing,  Employee shall have the right to employ his own counsel in
any such case but the fees and expenses of such counsel shall be at the expense
of Employee unless (i) the employment of such counsel shall have been authorized
in writing by the
Company in connection with the defense of such action at the expense of
the Company,
or (ii) Employee shall have reasonably concluded that there may be defenses
available to him that are different from or additional to those available
to the
Company (in which case the Company shall
not have the right to direct the defense of such action on behalf of Employee),
in any of which events such fees and expenses of one additional counsel shall be
borne by the
Company. Anything in this paragraph to the contrary notwithstanding,
neither Employee nor the Company shall be liable for any settlement of any claim
or action effected without its written consent; provided however, that such
consent was not unreasonably withheld. Employee acknowledges that
he has advised the Company completely and candidly of all facts of which he is
aware that may give rise to legal matters. The Company is not aware of any
claims or any facts giving rise to a claim against the Employee by the
Company.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    11.          References. You agree
to cause all requests for references to be forwarded in writing to the Company,
attention: Office of the Chief Financial Officer. The Company will state in
response to such inquiries your dates of employment and positions held. The
Company shall not be responsible for responses to reference requests sought or
obtained other than under the procedures set forth in this
paragraph.

     

    12.          Release.  Employee
realizes there are many laws and regulations prohibiting employment
discrimination, or otherwise regulating employment or claims related to
employment pursuant to which Employee may have rights or claims. These include
but are not limited to Title VII of the Civil Rights Act of 1964, as amended;
the Americans with Disabilities Act of 1990; the Pregnancy Discrimination Act;
the National Labor Relations Act, as amended; 42 U.S.C 1981; the Employee
Retirement Income Security Act of 1974, as amended; the Age Discrimination in
Employment Act of 1967, as amended; the Civil Rights Act of 1991; the Worker
Adjustment and Retraining Notification Act; and other Federal, State and local
human rights, fair employment and other laws. Employee also understands there
are other statutes and contract and tort laws which relate to Employee’s
employment and/or the termination of Employee’s employment. Employee hereby
knowingly and voluntarily agrees to waive and release any rights or claims
Employee may have under these and other laws, including, but not limited to, any
right to allege retaliation under the Sarbanes-Oxley Act of 2002 or any
applicable federal or state False Claims Act statute, but does not intend to,
nor is Employee waiving any rights or claims that may arise after the date that
this Agreement is signed by Employee. Notwithstanding the foregoing sentence,
Employee’s waiver and release shall not extend to: (i) any rights, remedies, or
claims Employee may have in enforcing the terms of this Agreement; (ii) any
rights Employee may have to receive vested amounts under the Company’s equity
compensation plans, 401(k) or pension plans; (iii) Employee’s rights to medical
benefit continuation coverage, on a self-pay basis, pursuant to federal law
(COBRA); and (iv) claims for indemnification (whether under state law, the
Company’s by-laws or otherwise) for acts performed as an officer or director of
the Company or any of its affiliates.

     

    13.          Governing Law. This
Agreement shall be deemed to have been made within the Commonwealth of
Pennsylvania, and shall be interpreted and construed and enforced in accordance
with the laws of the Commonwealth of Pennsylvania without regard to its
conflicts of law provision.

     

    14.          Right to Review.
Employee is hereby advised of Employee’s rights to review this Agreement with
counsel of Employee’s choice. Employee has had the opportunity to consult with
an attorney and/or other advisor of Employee’s choosing before signing the
Agreement, and was given a period of twenty-one (21) days to consider the
Agreement. Employee is permitted, at his discretion, to return the Agreement
prior to the expiration of this 21-day period. Employee acknowledges that in
signing this Agreement, Employee has relied only on the promises written in this
Agreement, and not on any other promise made by the Company or any other entity
or person.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    15.          No Complaints.
Employee represents that Employee has not filed any complaints, charges or
claims against the Company with any local, State, or Federal agency or court, or
with any other forum.

     

    16.          Return of Property.
Employee agrees to immediately return any Company property no matter where
located to the Company including, but not limited to, I.D. cards, corporate
credit cards, keys, computer disks, and written/electronic material prepared in
the course of employment at the Company; provided, however, the Company consents
to the Employee’s retention of the single laptop computer, cellular telephone,
and related peripherals which are currently in his possession. Employee
covenants and agrees that if he determines any other Company property is in his
possession in the future he will promptly notify the Company and return the
property. Employee agrees to transfer any Company related business calls to the
Company’s Chief Financial Officer.

     

    17.          Severability. If any
provision of this Agreement, or any part thereof, is held to be invalid or
unenforceable because of the scope or duration of or the area covered by such
provision, Employee and the Company agree that the court or other appropriate
decision-making authority making such determination shall reduce the scope,
duration and/or area of such provision (and shall substitute appropriate
provisions for any such invalid or unenforceable provisions) in order to make
such provision enforceable to the fullest extent permitted by law and/or shall
delete specific words and phrases, and such modified provision shall then be
enforceable and shall be enforced. In the event that any court or other
appropriate decision-making authority determines that the time period or the
area, or both, are unreasonable and that any of the covenants is to that extent
invalid or unenforceable, the parties hereto agree that such covenants will
remain in full force and effect, first, for the greatest time period, and
second, in the greatest geographical area that would not render them
unenforceable. If any provision of this Agreement is held to be invalid or
unenforceable, the remaining provisions of this Agreement shall nonetheless
survive and be enforced to the fullest extent permitted by law.

     

    18.          Entire Agreement.
Except as otherwise expressly provided herein, this Agreement and Release,
together with the General Release, constitutes the entire agreement between the
Parties and supersede any and all prior agreements, whether written or oral.
This Agreement may not be modified or changed, except in a written agreement
signed by both Parties.

     

    19.          Counterparts. The
Agreement may be executed in multiple counterparts, each of which shall be
considered an original but all of which shall constitute one
agreement.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

    


    Signature
page follows.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

    


    IN WITNESS WHEREOF, the
parties have executed this Agreement as of the dates set forth
below.

     

    I
have read this Agreement, and I understand all of its terms. I enter into and
sign this Agreement knowingly and voluntarily with full knowledge of what it
means. I understand that I have twenty-one (21) days to consider this Agreement
and return it to the Company. I also understand that I have seven (7) days to
revoke this Agreement in writing after I sign it. I understand that a revocation
will become effective only if I furnish the Company with written notice, within
such seven (7) day period. This Agreement will not become effective or
enforceable until the Company’s receipt back of Employee’s executed Agreement
and the expiration of the seven day revocation period.

     

    
      
        
          
            
              	
                      Employee

                    
	 
      
	
                      /s/ Ronald D. Wilson

                    	 	
                      June 10, 2010

                    
	
                      Ronald
      D. Wilson

                    	 	
                      Date

                    
	 
      	 	 
      
	
                      Skinny
      Nutritional Corp.

                    	 	 
      
	 
      	 	 
      
	
                      By: /s/ Donald J. McDonald

                    	 	
                      June 10, 2010

                    
	
                      Donald
      J. McDonald,

                    	 	
                      Date

                    
	
                      Chief
      Financial Officer

                    	 	 
      


            

          

        

      

    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    CONSULT
WITH AN ATTORNEY BEFORE SIGNING GENERAL RELEASE. BY SIGNING THIS GENERAL
RELEASE, YOU GIVE UP AND WAIVE IMPORTANT LEGAL RIGHTS.

     

    GENERAL
RELEASE

     

    Ronald D.
Wilson understands and, of my own free will, enters into this General
Release.

     

    In
consideration of the payments, benefits, agreements, and other consideration to
be provided by Skinny Nutritional Corp. as described in the Agreement of which
this General Release is a part (such agreement, this General Release, together,
the “Agreement”), for himself and for his heirs, executors, administrators, and
their respective successors and assigns (collectively, “Employee”), HEREBY RELEASES AND FOREVER
DISCHARGES, to the maximum extent permitted by law,  Skinny
Nutritional Corp. its stockholders, subsidiaries, affiliates, divisions,
successors and assigns, their respective current and former officers, directors,
employees, agents, attorneys, whether as individuals or in their official
capacity, and each of their respective successors and assigns (hereinafter
collectively referred to as the “Company”) of and from
all or any manner of actions, causes and causes of action, suits, debts,
obligations, damages, complaints, liabilities, losses, covenants, contracts,
controversies, agreements, promises, variances, trespasses, judgments and
expenses (including attorneys’ fees and costs), extents, executions, claims and
demands whatsoever at law or in equity (“claims”),
specifically including by way of example but not limitation, Title VII of the
Civil Rights Acts of 1964 and 1991, as amended; the Civil Rights Act of 1866;
the Employee Retirement Income Security Act of 1974, as amended; the National
Labor Relations Act, as amended; the Americans with Disabilities Act of 1990;
the Age Discrimination in Employment Act of 1967, as amended; the Worker
Adjustment and Retraining Notification Act; the Pregnancy Discrimination Act,
the Sarbanes-Oxley Act of 2002 or any applicable federal or state False Claims
Act statute; and all Federal, State and local statutes, regulations, decisional
law and ordinances and all human rights, fair employment, contract and tort laws
relating in any way to Employee’s employment with the Company and/or the
termination thereof  including, again by way of example but without
limitation, any civil rights or human rights law, as well as all claims for
wrongful discharge, breach of contract, personal injury, defamation, mental
anguish, injury to health and reputation, sexual, harassment, which Employee
ever had, now has, or which Employee hereafter can, shall or may have for, upon
or by reason of any matter, cause or thing whatsoever arising out of Employee’s
employment by the Company or the termination thereof, provided that this General
Release shall not extend to (i) any rights, remedies, or claims Employee may
have in enforcing the terms of this Agreement; (ii) any rights Employee may have
to receive vested amounts under the Company’s equity compensation plans, 401(k)
or pension plans; (iii) Employee’s rights to medical benefit continuation
coverage, on a self-pay basis, pursuant to federal law (COBRA); and (iv) claims
for indemnification (whether under state law, the Company’s by-laws or
otherwise) for acts performed as an officer or director of the Company or any of
its affiliates. Employee takes this action fully aware of Employee’s rights
arising under the laws of the United States (and any State or local governmental
entity thereof) and voluntarily waives and releases all such rights or claims
under these or other laws, but does not intend to, nor is Employee waiving any
rights or claims that may arise after the date that this Agreement is signed by
Employee. The provisions of any laws providing in substance that releases shall
not extend to claims which are at the time unknown to or unsuspected by the
person executing such release, are hereby waived.


    
      
         


      

      
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    Employee
represents that Employee has been advised to and has had an opportunity to
consult with an attorney and/or any other advisors of Employee’s choosing before
signing this Agreement, and was given a period of twenty-one (21) days to
consider this Agreement. Employee is permitted, at his discretion, to return the
Agreement prior to the expiration of this 21-day period. Employee has relied
only on the promises written in the Agreement, and not on any other promise made
by the Company or any other entity or person.

     

    Employee
has seven (7) days to revoke the Agreement after Employee signs it. The
Agreement will not become effective or enforceable until the Company’s receipt
back of Employee’s executed Agreement and the expiration of the seven day
revocation period.

     

    Employee
has read and understood the Agreement and enters into it knowingly and
voluntarily.

     

    IN WITNESS WHEREOF, Ronald D.
Wilson has set his hand this 10th day of
June, 2010 having had the opportunity to review this with counsel of his or her
choice.

     

    
      
        	
                /s/ Ronald D. Wilson

              	 
      	
                June 10, 2010

              
	
                Ronald
      D. Wilson

              	 
      	
                Date

              


      

    

    


    
      	
              COMMONWEALTH
      OF PENNSYLVANIA

            	
              )

            


    

    )
SS:

    
      	
              COUNTY OF MONTGOMERY 

            	
              )

            


    

    


    I HEREBY
CERTIFY that on this day, before me, an officer duly authorized in the county
aforesaid and in the state aforesaid to take acknowledgments, personally
appeared Ronald D. Wilson who is personally known or whom have produced
sufficient identification and whom executed the foregoing instrument and
acknowledged before me that he/she had the authority to execute same in his name
and did, in fact, execute the same in the capacity as stated
herein.

    


    WITNESS
my hand and official seal in the Commonwealth of Pennsylvania last aforesaid on
this __ day of June, 2010.

    


    
      
        
          	
                     

                
	
                  Notary
      Public

                
	
                  CC#

                
	My Commission
      Expires: 


        

      

    


    
      
         


      

      
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    Schedule
A

    


    
      
        
          
            
              
                	
                        Grant Date:

                      	 	
                        Number:

                      	 	 	
                        Exercise Price:

                      	 	
                        Expiration Date:

                      
	 
      	 	 	 	 	 	 	 
      
	
                        Common Stock Purchase
    Warrants

                      	 	 	 	 	 	 	 
      
	 
      	 	 	 	 	 	 	 
      
	
                        March
      24, 2008

                      	 	 	1,500,000	 	 	$	0.05	 	
                        March
      24, 2013

                      
	 
      	 	 	 	 	 	 	 	 	 
      
	
                        April
      30, 2008

                      	 	 	1,000,000	 	 	$	0.05	 	
                        April
      30, 2013

                      
	 
      	 	 	 	 	 	 	 	 	 
      
	
                        December
      1, 2008

                      	 	 	2,000,000	 	 	$	0.09	 	
                        December
      1, 2013

                      
	 
      	 	 	 	 	 	 	 	 	 
      
	
                        Common Stock Purchase
    Options

                      	 	 	 	 	 	 	 	 	 
      
	 
      	 	 	 	 	 	 	 	 	 
      
	
                        July
      2, 2009

                      	 	 	2,000,000	 	 	$	0.10	 	
                        July
      2, 2014

                      
	 
      	 	 	 	 	 	 	 	 	 
      
	
                        August
      14, 2009

                      	 	 	1,500,000	 	 	$	0.095	 	
                        August
      14,
2014

                      


              

            

          

        

      

    


    
      
         


      

      
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