WAIVER
      AND CONSENT


    


    Waiver
      and Consent Agreement made this 8th day of January, 2008 (“Waiver”) 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 (collectively
      “Subscription Agreements”).

    


    WHEREAS,
      the Company is contemplating an additional investment of an aggregate of up
      to
      $430,000 Purchase Price (“Additional Financing”) of promissory Notes of the
      Company.

    


    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 Additional Financing and to the amendment of all
      Schedules, Exhibits and documents including but not limited to the Security
      Agreement, and Guaranty to include the Additional 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 Additional Financing.

    


    3. The
      undersigned waive the rights granted to them pursuant to Sections 12(a) and
      (b),
      Right of First Refusal and Favored Nation Provision, of the Subscription
      Agreement, only to the extent such rights relate to the Additional
      Financing.

    


    4. Annexed
      hereto is Amended Schedule A to the Security Agreement, Guaranty and Collateral
      Agent Agreement which includes the Additional Financing.

    


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

    


    [THIS
      SPACE INTENTIONALLY LEFT BLANK]


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    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/ Roy G. Warren

            	
              /s/
                Barbara R. Mittman

            
	
              Its:
                CEO

            	 


    

     

    “SUBSCRIBERS”:

    


    
      	
              /s/
                Roy G. Warren

            	
              /s/

            
	
              ROY
                WARREN

            	
              ALPHA
                CAPITAL ANSTALT

            
	 	 
	 	 
	 	 
	
              /s/

            	
              /s/

            
	
              WHALEHAVEN
                CAPITAL FUND LIMITED

            	
              MONARCH
                CAPITAL FUND LTD.

            
	 	 
	 	 
	 	
              ESCROW
                AGENT

            
	 	 
	 	 
	 	
              /s/

            
	 	
              GRUSHKO
                & MITTMAN, P.C.

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    AMENDED
      SCHEDULE A TO SECURITY AGREEMENT

    


    


    
      	
              LENDER

            	
              CLOSING
                OF 10/23/07

            	
              ADDITIONAL
                FINANCING

            
	
              ROY
                WARREN

              11300
                U.S. Highway
                1, Suite 207

              North
                Palm Beach, Florida 33408

              Fax:
                (561) 799-5039

            	
              $50,000.00

            	
              -0-

            
	
              ALPHA
                CAPITAL ANSTALT

              Pradafant
                7

              9490
                Furstentums

              Vaduz,
                Lichtenstein

              Fax:
                011-42-32323196

            	
              $300,000.00

            	
              -0-

            
	
              WHALEHAVEN
                CAPITAL FUND LIMITED

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

              Hamilton,
                Bermuda HM08

              Fax:
                (201) 782-9327

            	
              $150,000.00

            	
              -0-

            
	
              MONARCH
                CAPITAL FUND LTD.

              Harbour
                House, 2nd
                Floor

              Waterfront
                Drive, Road Town

              Tortola,
                BVI

              Fax
                (284) 494-4771

            	
              $100,000.00

            	
              -0-

            
	
              MAHONEY
                ASSOCIATES

               

               

            	
              -0-

            	
              $330,000.00

            
	 	
              -0-

            	
              $100,000.00

            
	
              TOTALS

            	
              $600,000.00

            	
              $430,000.00