EXECUTIVE
      EMPLOYMENT AGREEMENT

     

    This
      EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of this
      29th day of October
      2007, by and between Skins Inc., a Nevada corporation (the “Company”), and
      DEBORAH A. GARGIULO, an individual (the “Executive”). Company or Executive are
      sometimes referred to herein as a “party,” or collectively, as the “parties”.


     

    WHEREAS,
      the Company desires to employ the Executive in the position of Chief Financial
      Officer and to have the benefits of her expertise and knowledge; 

     

    WHEREAS,
      the Executive desires to be employed by the Company as its Chief Financial
      Officer; and

     

    WHEREAS,
      the parties desire to enter into this Agreement to establish the terms and
      conditions of the Executive’s employment as Chief Financial Officer of the
      Company.

     

    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements hereinafter
      contained, and for other good and valuable consideration, it is hereby agreed
      by
      and between the parties hereto as follows:

    


    1. Employment,
      Duties, and Authority.

     

    1.1  Employment.
      The
      Company hereby employs Executive per the terms of this agreement as the Chief
      Financial Officer of the Company and Executive hereby accepts such terms of
      employment as of the date hereof pursuant to the terms, covenants and conditions
      set forth herein. Executive shall report to the Chief Executive Officer of
      the
      Company and shall report directly to the Board of Directors of the
      Company.

     

    1.2  Duties
      and Authority.
      During
      the Term of this Agreement, Executive shall serve as the Company’s Chief
      Financial Officer, and, in such capacity, shall perform the duties and functions
      and
      have
      the authority that
      is
      commensurate with such position and such other duties, functions,
      and
      authority
      consistent with her
      status
      as
Chief
      Financial Officer
      of the
      Company as may be assigned by the Company’s Chief Executive Officer and Board of
      Directors. Executive’s level of authority shall at all times be subject to the
      policies and directives of the Board of Directors as they may from time to
      time
      deem in the best interests of the Company.

     

    1.3  Time
      and Efforts.
      Executive shall devote her best efforts, energies, skills and attention to
      the
      business and affairs of the Company. Executive shall also devote substantially
      all of her business time to her duties hereunder and shall, to the best of
      her
      ability, perform such duties in a manner that will faithfully and diligently
      further the business interests of the Company. Executive’s services shall be
      exclusive to the Company, but does not limit Executive’s right to be involved in
      other not-for-profit, civic or charitable activities, provided that such
      activities do not materially interfere with the providing of her services
      hereunder. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    2. Term.

     

    The
      term
      of employment under this Agreement shall be for a period of three (3) years
      commencing on the date hereof (the “Term”), unless terminated earlier pursuant
      to the provisions of Section 5 below. Thereafter, this Agreement shall
      automatically be renewed for successive one-year terms unless either party
      shall
      give the other no less than one hundred and eighty (180) days prior written
      notice of intent not to renew this Agreement.

     

    3. Compensation
      and Benefits.

     

    As
      the
      total consideration for Executive’s services rendered hereunder, Executive shall
      be entitled to the following:

     

    3.1  Base
      Salary.
      Executive shall be paid an annual base salary of Two Hundred Thousand Dollars
      ($200,000) per year (“Base Salary”) beginning on the date hereof and payable in
      regular installments in accordance with the customary payroll practices of
      the
      Company. The Base Salary shall be subject to all legally required deductions
      and
      withholdings. The Base Salary will be reviewed by the Board of the Directors
      of
      the Company annually in a manner that is consistent with Company’s compensation
      policy. The Base Salary may be increased (but not decreased without Executive’s
      written consent) from time to time by the Board of Directors in its absolute
      discretion, the determination of which shall be based upon such standards,
      guidelines and factual circumstances as the Board of Directors or its
      Compensation Committee deems relevant, including, without limitation, the
      operating results for the Company during such calendar year, the importance
      of
      the efforts of Executive in achieving such operating results and the achievement
      by the Company and/or Executive of performance goals previously established
      by
      the Board of Directors for such year. 

     

    3.2  Annual
      Incentive Bonus.
      During
      each calendar year, or part thereof, the Company may pay Executive an annual
      performance bonus as determined by the Board of Directors or the Compensation
      Committee of the Company, in their sole discretion, the determination of which
      shall be based upon such standards, guidelines and factual circumstances as
      the
      Board of Directors or its Compensation Committee deems relevant, including,
      without limitation, the operating results for the Company during such calendar
      year, the importance of the efforts of Executive in achieving such operating
      results and the achievement by the Company and/or Executive of performance
      goals
      previously established by the Board of Directors for such contract year. The
      performance bonus review for Executive shall occur at such times consistent
      with
      the Company’s compensation policy and procedures for executive officers. The
      annual performance bonus shall be up to forty percent (40%) of the Base Salary
      and may be paid in cash and/or stock options, at the discretion of the Board
      of
      Directors; provided that, however, the value of any stock option granted shall
      not be counted against the forty percent maximum limit. Bonuses granted to
      Executive under this Section 3.2, if any, shall be paid no later than as is
      consistent with the Company’s policies for payment of annual incentive bonuses
      to its executive officers.

     

    3.3  Expenses.
      During
      employment, Executive is entitled to reimbursement for reasonable and necessary
      business expenses incurred by Executive in connection with the performance
      of
      Executive’s duties. Payments to Executive will be made upon presentation of
      itemized statements of such business expenses in such detail as the Company
      may
      reasonably require and pursuant to applicable Company policy. In
      addition, Executive shall receive $500 per month for purposes of an automobile
      allowance to be paid in accordance with the customary payroll practices of
      the
      Company.
      The
      Company shall pay reasonable legal fees actually incurred by Executive in
      connection with the negotiation of this Agreement up to One Thousand Dollars
      ($1,000) upon presentation of an invoice for legal services.

     

    
      
         

      

      
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    3.4  Vacation.
      Executive shall be entitled to receive four (4) weeks of paid vacation each
      calendar year. Any unused vacation days shall be carried over to the next
      calendar year, provided Executive shall be entitled to no more than six (6)
      weeks of paid vacation in any calendar year. All vacation leave is subject
      to
      and in accordance with the vacation policies of the Company with respect to
      senior executives as are in effect from time to time. 

     

    3.5  Benefits.
      Executive shall be entitled to participate in and receive all other benefits
      made available by the Company to its executives, subject to and on a basis
      consistent with the terms, conditions, co-payments and overall administration
      of
      such plans and arrangements, including without limitation, medical, dental,
      vision, life and disability insurance plans and coverage, and any applicable
      401k or other pension plans, to the extent they are provided. 

     

    3.6 Insurance
      and Indemnification.
      Executive shall receive coverage under the Company’s director’s and officer’s
      liability insurance policy and indemnification in accordance with the Company’s
      Certificate of Incorporation.

    


    4. Equity
      Compensation.
      

     

    4.1
       Participation
      in Stock Option Plan.
      

     

    Executive
      has been granted a total of Two Hundred Thousand (200,000) options exercisable
      at fair market value on the date of grant (the “Options”) under the Company’s
      2005 Incentive Plan (the “Plan”) subject to the terms and conditions of the Plan
      and the Company’s standard Stock Option Agreement. 

     

    4.2 Vesting
      Schedule.

    


    All
      Options outstanding on the date of a Change of Control, as defined in the Plan,
      that have not previously vested or terminated under the terms of the option
      agreement shall be immediately and fully vested and exercisable upon the date
      of
      a Change of Control.

    


    5. Termination.

     

    5.1  Termination
      For Cause.
      The
      Company may terminate Executive’s employment for Cause if the Company determines
      that Cause exists. 

     

    (a)  For
      purposes of this Agreement, “Cause” shall mean

     

    (i)  A
      material act of dishonesty, fraud, embezzlement, or misappropriation of funds
      or
      proprietary information in connection with the Executive’s
      responsibilities;

     

    
      
         

      

      
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    (ii)  Executive’s
      conviction of, or plea of nolo contendere to, a felony or a crime involving
      moral turpitude which, directly or indirectly, has a material adverse effect
      on
      the Company;

     

    (iii)  Executive’s
      willful or gross misconduct in connection with her employment duties which,
      directly or indirectly, has a material adverse effect on the Company;
      or

     

    (iv)  Executive’s
      habitual failure or refusal to perform her employment duties under this
      Agreement, if such failure or refusal is not cured by Executive within ten
      (10)
      days after receiving written notice thereof from the Company.

     

    (b)
       In
      the
      event that Executive’s employment is terminated pursuant to this Section
      5.1:

    


    (i) The
      Company shall pay to Executive, or her representatives, on the date of
      termination of employment (the “Termination Date”) only that portion of the Base
      Salary provided in Section 3.1 that has been earned to the Termination Date,
      and
      any accrued but unpaid Vacation pay provided in Section 3.4, and any expense
      reimbursements due and owing to Executive as of the Termination Date;
      and

    


    (ii) Executive
      shall not be entitled to (i) any other salary, compensation, or severance,
      (ii)
      any Bonus pursuant to Section 3.2, (iii) any further vesting of stock options
      held, nor (iv) any Benefits pursuant to Section 3.5, except for benefit
      continuation under COBRA or similar state or federal legislation, as permissible
      by law.

    


    5.2  Termination
      Due to Disability.
      Executive’s employment hereunder may be terminated by the Company, to the extent
      permitted by law, in the event that Executive has been unable to perform her
      duties under this Agreement due to injury or illness for an aggregate of 180
      days (inclusive of weekends and holidays) within any 12-month period, or in
      the
      event Executive is unable to perform the essential functions of her job due
      to a
      physical or mental disability and after reasonable accommodation made by the
      Company, by providing Executive with written notice of termination. In such
      event, the Company shall provide notice to Executive and make payment to the
      Executive of all accrued salary, bonus compensation to the extent fully earned
      and vested, vested deferred compensation (other than pension plan or profit
      sharing plan benefits which will be paid in accordance with the applicable
      plan), any benefits under any plans of the Company in which Executive is a
      participant to the full extent of the Executive's rights under such plans,
      accrued vacation pay and any appropriate business expenses incurred by the
      Executive in connection with her duties hereunder, all to the date of
      termination, with the exception of any medical and dental benefits which, if
      applicable, shall continue through the expiration of this Agreement, but the
      Executive shall not be paid any other compensation or reimbursement of any
      kind,
      including without limitation, Severance Pay or Continued Benefits as defined
      in
      Section 5.4(a).

     

    5.3 Termination
      Due to Death.
      In the
      event of the Executive’s death during the term of this Agreement, the
      Executive's employment shall be deemed to have terminated as of the last day
      of
      the month during which her death occurs and the Company shall promptly pay
      to
      her estate or such beneficiaries as the Executive may from time to time
      designate all accrued salary, bonus compensation to the extent earned, vested
      deferred compensation (other than pension plan or profit sharing plan benefits
      which will be paid in accordance with the applicable plan), any benefits under
      any plans of the Corporation in which the Executive is a participant to the
      full
      extent of the Executive’s rights under such plans, accrued vacation pay and any
      appropriate business expenses incurred by the Executive in connection with
      her
      duties hereunder, all to the date of termination, but the Executive's estate
      shall not be paid any other compensation or reimbursement of any kind, including
      without limitation, Severance Pay or Continued Benefits as defined in Section
      5.4(a).

     

    
      
         

      

      
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    5.4  Termination
      Without Cause or for Good Reason.
      

     

    (a) Executive
      may voluntarily terminate employment for Good Reason. For purposes of this
      Agreement, “Good Reason” shall mean the a material breach by the Company of this
      Agreement, provided such breach is not cured by the Company within thirty (30)
      days from the date the Executive delivers a written notice of termination for
      Good Reason, where such notice shall include the specific section of this
      Agreement which was relied upon and the reason that the Company's act or failure
      to act has given rise to her termination for Good Reason. Company may terminate
      Executive’s employment without Cause. In the event the Executive’s employment is
      terminated by the Company without Cause, or by the Executive for Good Reason,
      the Company shall continue to be responsible to Executive for the payment of
      all
      Base Salary Amount solely for the Severance Period, as defined below, payable
      on
      the Company’s usual paydays (“Severance Pay”); provided,
      however,
      that
      (i) Executive shall perform her covenants, duties and obligations under Sections
      6.1 and 6.2 and (ii) Executive executes a separation agreement that includes
      a
      general mutual release by the Company and Executive in favor of the other and
      their successors, affiliates and estates to the fullest extent permitted by
      law,
      drafted by and in a form reasonably satisfactory to the Company and Executive,
      and Executive does not revoke the mutual general release within any legally
      required revocation period, if applicable. All legally required and authorized
      deductions and tax withholdings shall be made from the Severance Pay, including
      for wage garnishments, if applicable, to the extent required by law. Company
      shall continue to provide Executive during the Severance Period continued
      coverage under the medical and other health plans of Company, as permissible
      under law, in which Executive was a participant immediately prior to the date
      of
      her termination, subject to timely payment by Executive of all premiums,
      contributions and other co-payments required to be paid during such period
      by
      senior executives of Company under the terms of such plans as in effect from
      time to time (“Continued Benefits”). For purposes of this Agreement, Severance
      Period shall mean a period of Nine
      (9)
      months
      where the termination of Executive’s employment occurs during the first year of
      employment under this Agreement, (ii) a period of Ten (10)
      months
      where the termination of Executive’s employment occurs during the second year of
      employment under this Agreement, and (iii) a period of Eleven
      (11)
      months
      where the termination of Executive’s employment occurs during the third year of
      employment under this Agreement.

     

    (b) In
      addition, Executive shall be paid all accrued salary, bonus compensation to
      the
      extent earned, vested deferred compensation (other than pension plan or profit
      sharing plan benefits which will be paid in accordance with the applicable
      plan), any benefits under any plans of the Company in which the Executive is
      a
      participant to the full extent of the Executive’s rights under such plans
      (including the immediate vesting of any unvested Options, notwithstanding any
      provisions of the Option award agreement to the contrary), accrued vacation
      pay
      and any appropriate business expenses incurred by the Executive in connection
      with her duties hereunder, all to the date of termination. The Company shall
      take all actions necessary, including formal consent by the Compensation
      Committee if necessary, to effect the terms of this Section 5.4
      (b).

     

    
      
         

      

      
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    (c) Neither
      Severance Pay nor Continued Benefits awarded to the Executive hereunder shall
      be
      reduced by reason of any amounts that may be payable to Executive following
      the
      termination of Executive’s employment hereunder.

    


    (d)
       Any
      delay
      in payments to the Executive of up to 6 months to the extent (and only to the
      extent) needed to avoid the application of Section 409A of the Internal Revenue
      Code of 1986 shall not be considered a breach by the Company of its obligations
      hereunder.

     

    6. Confidentiality;
      Non-Solicitation. 

     

    6.1  Confidentiality.
      Executive agrees that she will not use or disclose to any third party any trade
      secret, information, knowledge or data not generally known or available to
      the
      public which Executive may have learned, discovered, developed, conceived,
      originated or prepared during or as a result of Executive’s employment by the
      Company with respect to the operations, businesses, affairs, products, services,
      technology, intellectual properties, operations, customers, clients, policies,
      procedures, accounts, personnel, concepts, format, style, techniques or software
      of the Company (collectively “Confidential Information”) during the Term and
      thereafter. Executive agrees to execute and deliver, as requested by the
      Company, reasonable confidentiality agreements with respect to the Confidential
      Information and consistent with this Agreement. Immediately following the
      termination of Executive’s employment with the Company, Executive will return to
      the Company all materials, except for Executive’s rolodex or personal phone book
      and other personal items provided to Executive by the Company during the Term
      hereof, all works created by Executive or others in the course of her or their
      employment duties during the term of Executive’s employment hereunder, and all
      copies thereof. Notwithstanding the foregoing, the limitations imposed on
      Executive pursuant to this Section 6.1 shall not apply to Executive’s (i)
      compliance with legal process or subpoena, or (ii) statements in response to
      inquiry from a court or regulatory body, provided that Executive gives the
      Company reasonable prior written notice of such process, subpoena or
      request.

     

    6.2  Non-Solicitation.
      Executive agrees that at all times during the Term of this Agreement and for
      one
      (1) year after the termination of Executive’s employment with the Company,
      Executive, except on behalf of the Company, shall not, directly or indirectly,
      and in any way as related to the Business (as defined below), as it may change
      from time to time:

     

    (a)  Solicit
      or attempt to solicit the business of any customer or client of the
      Company;

     

    (b)  Induce
      or
      attempt to induce any client or customer of the Company to reduce its business
      with the Company; or

     

    (c)  Induce
      or
      attempt to induce any employee of the Company to terminate her or her employment
      with the Company or attempt to hire any such person. 

     

    
      
         

      

      
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    7. Developmental
      Rights.
      

    


    Executive
      agrees that any developments by way of invention, design, copyright, trademark
      or other matters which may be developed or perfected by her during the term
      hereof, and which relate to the business of the Company or its subsidiaries
      or
      affiliates, shall be the property of the Company without any interest therein
      by
      Executive, and she will, at the request and expense of the Company, cooperate
      with the Company in applying for and prosecuting letters patent thereon in
      the
      United States or in foreign countries if the Company so requests, and will
      assign and transfer the same to the Company together with any letters patent,
      copyrights, trademarks and applications therefore; provided, however, that
      the
      foregoing shall not apply to an invention that Executive develops entirely
      on
      her own time without using the Company’s equipment, supplies, facilities or
      trade secret information except for those inventions that either (i) relate
      at
      the time of conception or reduction to practice of the invention to the
      Company’s business, or actual or demonstrably anticipated research or
      development of the Company; or (ii) result from any work performed by Executive
      for the Company. 

    


    


    8. Notices.
      

    


    All
      notices and other communications required or permitted under this Agreement,
      which are addressed as provided below (or otherwise provided in writing by
      the
      party to receive such notice) shall be delivered personally, or sent by
      certified or registered mail with postage prepaid, or sent by Federal Express
      or
      similar courier service with courier fees paid by the sender, and, in either
      case, shall be effective upon delivery. 

    

      
        	
                If
                  to the Company:

              	
                Skins
                  Inc.

              
	 	
                1115
                  Broadway, 12th Floor

              
	 	
                New
                  York, NY 10010

              
	 	 
	
                If
                  to Executive:

              	
                Deborah
                  Gargiulo

              
	 	
                [PERSONAL
                  ADDRESS]

              


      

    

    


    9. Assignability.

     

    This
      Agreement is personal in nature, and neither this Agreement nor any part of
      any
      obligation herein shall be assignable by Executive. The Company shall be
      entitled to assign this Agreement to any affiliate or successor of the Company
      that assumes the ownership or control of the business of the Company, and the
      Agreement shall inure to the benefit of any such successor or
      assign.

     

    10. Entire
      Agreement. 

     

    This
      Agreement contains the entire agreement between the Company and Executive with
      respect to the subject matter hereof, and supersedes all prior oral and written
      agreements between the Company and Executive with respect to the subject matter
      hereof.

     

    
      
         

      

      
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    11. Captions. 

     

    The
      Section captions herein are inserted only as a matter of convenience and
      reference and in no way define, limit or describe the scope of this Agreement
      or
      the intent of any provisions hereof.

     

    12. Waivers
      and Further Agreements. 

     

    Neither
      this Agreement nor any term or condition hereof may be waived or modified in
      whole or in part as against the Company or Executive except by a written
      instrument executed by or on behalf of the party to be charged therewith. Each
      of the parties agrees to execute all such further instruments and documents
      and
      to take all such further action as the other party may reasonably require in
      order to effectuate the terms and purposes of this Agreement as stated herein.
      

     

    13. Amendments. 

     

    This
      Agreement may not be amended, nor shall any change, modification, consent or
      discharge be effected, except by a written instrument executed by or on behalf
      of the party against whom enforcement of any change, modification, consent
      or
      discharge is sought. 

     

    14. Applicable
      Law; Severability. 

     

    This
      Agreement shall be interpreted, construed and enforced in accordance with the
      laws of the State of New York, without regard or effect being given to that
      State’s choice of law or conflict of law provisions. If any provision of this
      Agreement shall be held to be illegal, invalid, or unenforceable, such provision
      shall be construed and enforced as if it had been more narrowly drawn so as
      not
      to be illegal, invalid or unenforceable, and such illegality, invalidity or
      unenforceability shall have no effect upon and shall not impair the
      enforceability or any other provision of this Agreement. 

     

    15. No
      Conflicting Obligations. 

     

    Executive
      represents and warrants to the Company that she is not now under any obligation
      to any person other than the Company, which would prevent Executive’s
      performance of any of the covenants or duties hereinabove set forth, and that
      Executive is not subject to any restrictive covenant, restraint, or agreement
      as
      a result of any employment with a prior employer.

     

    16. Resolution
      of Disputes - Binding Arbitration. 

     

    Pursuant
      to the Federal Arbitration Act and applicable state law, the parties mutually
      agree that all disputes arising out of or relating to this Agreement, the
      matters covered herein, and Executive's employment with the Company shall be
      decided by final and binding arbitration pursuant to the American Arbitration
      Association Rules and Procedures for Employment Disputes in effect at the time.
      Among the disputes that must be submitted to arbitration are those concerning
      the interpretation, enforcement or alleged breach of this Agreement, and the
      termination of Executive’s employment, as well as those based on state and/or
      federal civil rights and discrimination laws, and other state and/or federal
      statutes, torts, and public policies, regardless of whether such disputes are
      asserted against the Company or its related entities, employees or agents,
      or
      against the Executive. The arbitration shall be held in New York City. The
      decision or award of the Arbitrator shall be issued in writing pursuant to
      New
      York law and shall be final and binding on all parties, subject only to such
      limited review as may be permitted or required by New York law. The prevailing
      party shall be entitled to recover all provable damages and other remedies
      that
      would otherwise be available at law or equity in a civil action, including
      costs
      and fees that may be awarded by any applicable statute. Executive and the
      Company agree that the right to take limited discovery and the right to seek
      injunctive or other equitable relief in court prior to the arbitration shall
      be
      available to either party pursuant to applicable New York law covering the
      arbitration of disputes, but the right to pursue a civil action or seek a jury
      trial is waived and shall not be available pursuant to this agreement to
      arbitrate all disputes. 

     

    
      
         

      

      
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    17. Counterparts.
      

     

    This
      Agreement may be executed in one or more facsimile counterparts, and by the
      parties hereto in separate facsimile counterparts, each of which when executed
      shall be deemed to be an original while all of which taken together shall
      constitute one and the same instrument.

     

     

    [SIGNATURE
      PAGE TO FOLLOW]

     

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, this Agreement is executed as of the day and year first above
      written. 

     

     

            COMPANY:

    


            SKINS
      INC.

    


            /s/
      Mark
      Klein                                      


            Mark
      Klein, Chief
      Executive Officer   

    


     

     

            EXECUTIVE:

     

            DEBORAH
      A.
      GARGIULO

    


            /s/
      Deborah A.
      Gargiulo                    


     

     

    


    


    
      
         

      

      
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