NOTICE
      OF
      WAIVER OF CERTAIN CONDITIONS

     

    This
      Notice of Waiver of Certain Conditions (“the Waiver”) is made to be effective as
      of February 8th, 2008 in favor of Attitude Drinks Inc., a Delaware corporation,
      (the “Company”) by (i) Roy G. Warren, (ii) Alpha Capital Anstalt, and (iii)
      Whalehaven Capital Fund Limited, who were each a Subscriber under that certain
      Subscription Agreement dated as of October 23, 2007 (the “Subscription
      Agreement”).

    


    WHEREAS,
      the Subscription Agreement provides for a Second Closing Date after compliance
      with the Second Closing Condition, as defined in Section 1(d) of the
      Subscription Agreement;

    


    WHEREAS,
      (i) Roy G. Warren, (ii) Alpha Capital Anstalt, and (iii) Whalehaven Capital
      Fund
      Limited, each desire to waive the actual effectiveness of the Registration
      Statement as defined in Section 11.1 of the Agreement; and

    


    WHEREAS,
      (i) Roy G. Warren, (ii) Alpha Capital Anstalt, and (iii) Whalehaven Capital
      Fund
      Limited, each desire to waive the covenant in Section 9(h) of the Subscription
      Agreement concerning the use of a transfer agent that is a participant in the
      Depository Trust Company Automated Securities Transfer Program.

    


    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, (i) Roy G. Warren, (ii) Alpha
      Capital Anstalt, and (iii) Whalehaven Capital Fund Limited, each memorialize
      their waiver of the conditions specified so that the Company can issue and
      deliver the Second Closing Notes and Second Closing Warrants in exchange for
      the
      funds to be delivered by (i) Roy G. Warren, (ii) Alpha Capital Anstalt, and
      (iii) Whalehaven Capital Fund Limited.

    


    As
      evidenced by their signatures below, (i) Roy G. Warren, (ii) Alpha Capital
      Anstalt, and (iii) Whalehaven Capital Fund Limited hereby:

    


    A. waive
      the
      actual effectiveness of the Registration Statement as defined in Section 11.1
      of
      the Agreement as a condition precedent to the Second Closing under the
      Subscription Agreement;

    


    B. waive
      the
      covenant in Section 9(h) of the Subscription Agreement concerning the use of
      a
      transfer agent that is a participant in the Depository Trust Company Automated
      Securities Transfer Program as a covenant under the Subscription
      Agreement;

    


    C. accept
      the natural, necessary, and reasonable consequences of the waivers granted
      above
      in order to proceed to a Second Closing on or before February 15,
      2008.

    


    [continued
      on next page]



    
      
         

      

      
         

        
          

        

      

      
         

      

    


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

    


    
      	
              "COMPANY"

            	
              "THE
                COLLATERAL AGENT"

            
	
              ATTITUDE
                DRINKS INC.

            	
              BARBARA
                R. MITTMAN

            
	
              a
                Delaware corporation

            	 
	 	 
	 	 
	
              By:
                /s/

            	
              /s/

            
	
              Its:
                President

            	 


    

    


    


    “SUBSCRIBERS”:

    


    
      	
              /s/

            	
              /s/

            
	
              ROY
                WARREN

            	
              ALPHA
                CAPITAL ANSTALT

            
	 	 
	 	 
	 	 
	
              /s/

            	
              /s/

            
	
              WHALEHAVEN
                CAPITAL FUND LIMITED

            	
              MONARCH
                CAPITAL FUND LTD.

            
	 	 
	 	 
	
              ESCROW
                AGENT

            	 
	 	 
	 	 
	
              /s/

            	 
	
              GRUSHKO
                & MITTMAN, P.C.