CONSULTING AGREEMENT

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (this “ Agreement ”) is made and entered into as of the 1 ^st day of June, 2009 (the effective date), by and between Skinny Nutritional Corporation (the “ Company ”), and John David Alden (the “ Consultant ”).

Background

The Company is engaged, among other things, in the business of developing, bottling and distributing beverages strictly limited to, for the purpose of this definition, enhanced waters, waters, juices, teas, shakes, smoothies, and coffees, with each such beverage having a number of calories equal to or less than the number of calories corresponding to such beverage as described on Exhibit A hereto (collectively, the “ Business ”).  The Consultant has considerable expertise in the areas of product research, development, design, and manufacturing of beverages and related packaging.

NOW, THEREFORE, the parties, for and in consideration of the foregoing and of the covenants and agreements set forth below, intending to be legally bound, contract and agree as follows:

Provisions

1.            Engagement .  The Company hereby engages the Consultant in connection with the conduct of its Business, including all extensions thereof, during the Term (as defined herein), and the Consultant accepts such engagement, on the terms and conditions provided herein (the “ Engagement ”).

3.            Duties and Performance .  The Consultant covenants and agrees to provide independent professional consultative advice to the Company on an as-requested basis concerning product research, development, formulation, design, and manufacturing of beverages and related packaging, including, without limitation, conceiving of ingredients, trendy flavors, and sweetener systems (the “ Consulting Services ”).  Without limiting the generality of the foregoing, the Consultant agrees to further develop and enhance the Intellectual Property (as defined below).  The Consultant shall not be required, however, to spend more than a maximum average of twenty (20) hours per week on behalf of the Company.  The Consultant shall document and provide to the Company in writing, upon the Company’s request, a description of the Consulting Services performed each month, and the number of hours devoted thereto.  The Company recognizes that the Consultant shall not work exclusively for the Company and agrees that the Consultant may continue his own research and development for businesses unrelated to the Business.

4.            Compensation .  As compensation for the Consulting Services, the Company hereby agrees to pay to the Consultant the amount of One Hundred Thousand Dollars ($100,000.00) annually, paid monthly in at advance on the first day of each month at the rate of 1/12 of the annual amount.  The Consultant shall be deemed to have earned his retainer whether or not the Company requests that he performs Consulting Services.  The Company also shall reimburse the Consultant for his reasonable out-of-pocket ordinary business expenses such as the purchase of experimental materials or business travel expenses, which are incurred as a result of performing the Consulting Services, as long as the Consultant has obtained prior written authorization from the Company for those expenses before they are incurred.

5.            Independent Contractor .   The Consultant is retained by the Company solely for the purposes set forth in this Agreement, and his relation to the Company during the Term shall be that of an independent contractor solely responsible for the manner and means by which he carries out his duties.  In addition, the Consultant shall be solely responsible for paying any and all federal, state, and local income, withholding, payroll, unemployment compensation, workers compensation, and other taxes that are assessed or otherwise payable by the Consultant in connection with his services under this Agreement, and the Consultant will indemnify and hold harmless the Company from and against any such taxes (and any interest and penalties related thereto).  The Consultant shall not have the power to bind the Company, and no employee of the Consultant shall be construed for any purpose to be an employee subject to the control and direction of the Company.  In the performance of the Consulting Services, no employee of the Consultant shall represent himself as an officer of, or use the title of any officer of, the Company, but shall represent himself as an independent consultant to the Company.

6.            Non-Disclosure of Company’s Confidential Information .  In the course of conducting the Business, the Company acquires and develops trade secrets and confidential and proprietary information of the Company and its customers which is not generally known in the industry.  The Consultant recognizes that the knowledge and information acquired from the Company and/or developed by the Consultant as Intellectual Property (as defined below), concerning the Company’s business plans, products, customer prospects, customer lists, supplier and vendor lists and information, customer contacts, customer information, customer data, marketing plans, promotional materials, technologies, reports, plans, studies, price lists, profit margins, financial statements, catalogs and other trade secrets, inventions, designs, know-how, or other private, confidential, or proprietary information of or about the Company and its Business (collectively, “ Company Confidential Information ”) are valuable, special, and unique aspects of the Company’s Business.  The Consultant recognizes that such Company Confidential Information would not have been and would not be provided to the Consultant by the Company in the absence of this signed Agreement because of the risks that valuable Company Confidential Information might otherwise be divulged and thereby damage the Company’s competitive position in the marketplace and/or cause the Company to be in breach of its contractual obligations to its customers.  The Consultant agrees that he will not at any time (i) disclose, in whole or in part, any Company Confidential Information to any person, firm, corporation, association, or other entity for any reason or purposes whatsoever unless authorized in writing to do so by the Company, or (ii) use any Company Confidential Information for his own purposes or for the benefit of any person, firm, corporation, association, or other entity other than the Company except in the proper performance of his duties as instructed by the Company.  The Consultant shall be responsible for the breach of this provision by any of his agents.

Company Confidential Information shall not be:

7.            Intellectual Property .  (a)  "Consultant Developments” are defined as all discoveries, inventions, materials, and ideas (including any modifications or further developments or enhancements thereto) which are conceived, made, obtained, designed, developed, originated, or prepared by the Consultant (either alone or in conjunction with others) within the scope of this Agreement (whether prepared prior to or after the date hereof, and whether during or outside of working hours). Consultant Developments related in any way to the Company’s Business are def