EXHIBIT
        10.1

       

      SKINS
        INC.

       

      SECURED
        PROMISSORY NOTE

       

      
        	
                $150,000

              	
                [DATE]

              


      

       

      FOR
        VALUE
        RECEIVED, the undersigned, SKINS INC., a company organized under the laws
        of the
        State of Nevada (the “Company”), promises to pay to the order of ______________
        or his registered assigns (the “Holder”), the principal sum of One Hundred Fifty
        Thousand Dollars (US$150,000.00), with interest from the date hereof at the
        rate
        of five percent (5%) per annum on the unpaid balance hereof until paid. The
        purpose of this Note is to provide bridge financing for the Company until
        it is
        able to complete an equity or debt financing (the “Financing”).

       

      1.  Payment.
        The
        Company agrees to pay in full all principal and interest due under this Note
        upon the closing of the Financing and from the proceeds of such financing.
        Notwithstanding, repayment of this Note in full shall occur no later than
        six
        (6) months from the date hereof.

       

      2.  Interest.
        Interest on the unpaid principal balance of this Note shall accrue at the
        rate
        of five percent (5%) per annum compounded annually (computed on the basis
        of a
        365-366 day year (as applicable) based on actual days elapsed) commencing
        on the
        date hereof, and payable in accordance with Paragraph 1, above. 

       

      3.  Security.

       

      (a)  Company.
        In
        order to secure the payment of the Note, the Company hereby grants to Holder
        a
        continuing first priority security interest in intellectual property rights,
        patents, copyrights, trademarks in which the Company now has or hereafter
        may
        acquire any right, title or interest, all proceeds and products thereof and
        all
        additions, accessions and substitutions thereto or therefore (the
“Security”).

       

      (b)  Subsidiary.
        In
        order to secure the payment of the Note, Skins Footwear Inc., a Delaware
        corporation and the wholly-owned subsidiary of the Company (the “Subsidiary”),
        hereby grants to Holder a continuing first priority security interest in
        the
        Security.

       

      Holder
        shall have the rights of a secured party under the Uniform Commercial Code.
        To
        effect the foregoing, each of the Company and the Subsidiary agrees to execute
        promptly such additional security documentation as Holder may request and
        hereby
        authorizes Holder to file financing and other statements as Holder deems
        advisable to perfect the first priority security interest granted
        herein.

       

      
        
          
          

        

        
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      4.  Shares
        of Common Stock.
        As a
        part of the consideration of entering into this Note, the Holder shall receive
        Two Hundred Twenty Thousand Five Hundred Eighty Eight (220,588) shares of
        Common
        Stock of the Company (the “Shares”). 

       

      5.  Piggy-back
        Registration Rights.
        The
        Shares shall be eligible for registration pursuant to the Securities Act
        under
        the following terms and conditions:

       

      (a)  At
        any
        time that the Shares are not freely saleable under Rule 144 under the Securities
        Act, the Company agrees to include the Shares, at the option of the Holder,
        in
        the first registration statement it files with the Securities and Exchange
        Commission, whether on its own account or on behalf of other shareholders,
        excluding registration statements on Forms S-4 or S-8 (an “Eligible
        Registration Statement”).
        

       

      (b)  All
        registration expenses will be borne by the Company, whether or not the
        registration statement becomes effective and whether or not any Shares are
        sold
        pursuant to such registration statement; provided, however, that such expenses
        shall not include (i) any underwriting discount or commissions with respect
        to
        the Holder’s shares and/or (ii) cost of special counsel for the
        Holder.

       

      (c)  In
        the
        event of a registration statement filed in connection with an underwritten
        offering, these registration rights are subject to the requirement that the
        Holder submits to any lock-up provisions and cut-backs, if any, as may be
        proposed by the underwriter(s). 

       

      (d)  The
        Company shall send to the Holder written notice of any decision to file an
        Eligible Registration Statement at least fifteen (15) days prior to the initial
        filing date; if within five (5) days after receipt of such notice, the Holder
        requests in writing that some or all of such Holder’s Shares be included in such
        registration statement, the Company shall then cause the registration under
        the
        Securities Act of all or part of the Holder’s Shares, as requested by holder;
provided,
        however,
        that if
        at any time after giving written notice of its intention to register any
        securities and prior to the effective date of the Eligible Registration
        Statement, the Company shall determine for any reason not to register, or
        to
        delay registration of, such securities, the Company may, at its election,
        give
        written notice of such determination to the Holder and, thereupon, (i) in
        the
        case of a determination not to register, shall be relieved of its obligation
        to
        register any Shares in connection with such registration and (ii) in the
        case of
        a determination to delay registering, shall be permitted to delay registering
        any Shares for the same period as the delay in registering any other
        securities.

       

      (e)  
        In
        connection with each registration statement covering the Shares, the Holder
        shall be required to furnish to the Company information regarding such Holder
        and the distribution of such Shares as is required by law to be disclosed
        in the
        registration statement, and the Company may exclude from such registration
        the
        Shares of the Holder if it fails to furnish such information within a reasonable
        time prior to the filing of such registration statement or any supplemented
        prospectus and/or amended registration statement.

       

      
        
          
          

        

        
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      (f)  Notwithstanding
        the foregoing, the Company shall not be required to register the Shares if
        the
        primary and direct cause of such failure to satisfy said obligations is as
        result of comments from the SEC regarding the ability of the Company to utilize
        and rely upon Rule 415 of the Securities Act of 1933, as amended, or the
        SEC’s
        refusal to permit the registration of securities issued after the filing
        of the
        initial Registration Statement. In the event the SEC does not permit the
        Company
        to register all of the securities covered by the Eligible Registration
        Statement, the Company shall be permitted to remove the Shares from such
        registration statement and, in such event, the Company agrees to use its
        best
        efforts to register the Shares that were not registered in such Eligible
        Registration Statement as promptly as possible thereafter and in a manner
        permitted by the SEC or otherwise ensure that the Shares are freely saleable,
        in
        full, under Rule 144 of the Securities Act. 

       

      6.  Restrictions
        on Transfer of Shares.
        The
        Holder, by acceptance hereof, agrees that, absent an effective registration
        statement filed with the SEC under the 1933 Act, covering the disposition
        or
        sale of the Shares and registration or qualification under applicable state
        securities laws, such Holder will not sell, transfer, pledge, or hypothecate
        any
        or all such Shares, as the case may be, unless either (i) the Company has
        received an opinion of counsel, in form and substance reasonably satisfactory
        to
        the Company, to the effect that such registration is not required in connection
        with such disposition or (ii) the sale of such securities is made pursuant
        to
        SEC Rule 144.

       

      7.  Compliance
        With Securities Laws.
        By
        executing this Note, the Holder hereby represents, warrants and covenants
        that
        he/she/it qualify under either or both of Sections 7.1 and 7.2, and the Holder
        agrees to complete supporting documentation in connection with this Section
        7.

       

      (a)  Accredited
        Investor.
        By
        execution of this Note, the Holder hereby represents, warrants and covenants
        that he/she/it is an “accredited investor” as that term is defined under Rule
        501 of Regulation D, that the Shares are acquired for investment only and
        not
        with a view to, or for sale in connection with, any distribution thereof,
        that
        the Holder has had such opportunity as such Holder has deemed adequate to
        obtain
        from representatives of the Company such information as is necessary to permit
        the Holder to evaluate the merits and risks of its investment in the Company;
        that the Holder is able to bear the economic risk of holding the Shares for
        an
        indefinite period; that the Holder understands that the Shares will not be
        registered under the 1933 Act (unless otherwise required pursuant to exercise
        by
        the Holder of the registration rights, if any, granted to the Holder) and
        will
        be “restricted securities” within the meaning of Rule 144 under the 1933 Act and
        that the exemption from registration under Rule 144 will not be available
        for at
        least one year from the date hereof under current laws, and even then will
        not
        be available unless a public market then exists for the stock, adequate
        information concerning the Company is then available to the public, and other
        terms and conditions of Rule 144 are complied with; and that all stock
        certificates representing the Shares will have affixed thereto a legend
        substantially in the following form:

       

      
        
          
          

        

        
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      THE
        SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
        ACT
        OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE.
        THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE
        AND
        MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND ANY
        APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
        THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE
        FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE
        ISSUER
        OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
        SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE
        IS
        IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES
        LAWS.

       

      


      (b)  Regulation
        S Investor.
        By
        execution of this Note, the Holder hereby represents, warrants and covenants
        that he/she/it to the representations and warranties contained in Appendix
        A,
        attached hereto. 

       

      8.   Currency.
        All
        references herein to “dollars” or “$” are to U.S. dollars, and all payments of
        principal of, and interest on, this Note shall be made in lawful money of
        the
        United States of America in immediately available funds. 

       

      9.  Waiver.
        The
        Company expressly waives presentment, protest, demand, notice of dishonor,
        notice of nonpayment, notice of maturity, notice of protest, presentment
        for the
        purpose of accelerating maturity, and diligence in collection.

       

      10.  Attorneys’
        Fees and Costs.
        In the
        event of any legal proceedings in connection with this Note, all expenses
        in
        connection with such legal proceedings of the prevailing party, including
        reasonable legal fees and applicable costs and expenses, shall be reimbursed
        by
        the non-prevailing party upon demand. This provision shall not merge with
        any
        enforcement order or judgment on this Note and shall be applicable to any
        proceeding to enforce or appeal any judgment relating to the Note.

       

      11.  Severability.
        If any
        one or more of the provisions contained herein, or the application thereof
        in
        any circumstance, is held invalid, illegal or unenforceable in any respect
        for
        any reason, the validity, legality and enforceability of any such provisions
        hereof shall not be in any way impaired, unless the provisions held invalid,
        illegal or unenforceable shall substantially impair the benefits of the
        remaining provisions hereof.

       

      
        
          
          

        

        
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      12.  Successors
        and Assigns.
        This
        Note shall inure to the benefit of the Holder and his successors and permitted
        assigns and shall be binding upon the undersigned and his successors and
        permitted assigns. As used herein, the term “Holder” shall mean and include the
        successors and permitted assigns of the Holder.

       

      13.  Governing
        Law.
        The
        parties acknowledge and agree that this Note and the rights and obligations
        of
        all parties hereunder shall be governed by and construed under the laws of
        the
        State of New York, without regard to conflict of laws principles.

       

      14.  Modification.
        This
        Note may not be modified or amended orally, but only by an agreement in writing
        signed by the party against whom such agreement is sought to be
        enforced.

       

      15.  Entire
        Agreement.
        This
        Note constitutes the entire agreement between the parties with respect to
        the
        subject matter hereof and supersedes any and all prior written or oral
        agreements and understandings with respect to the matters covered
        hereby.

       

      16.  Counterparts.
        This
        Note may be executed in two (2) counterparts, each of which shall be an original
        counterpart, but only all of which together shall constitute one original
        Note.

       

      


      [The
        next
        page is the signature page]

       

      
        
          
          

        

        
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      SIGNATURE
        PAGE TO SECURED PROMISSORY NOTE

       

      


       

      SKINS
        INC.,

      a
        Nevada
        corporation

       

      /s/
        Mark Klein

      _______________________________

      By:
         Mark
        Klein

      Its: Chief
        Executive Officer

      Address: 1115
        Broadway, 12th Floor

       
        New York, NY 10010

      Fax:          
        (___)
        ___-____

      


      


      SKINS
        FOOTWEAR INC.,

      a
        Delaware corporation

       

      /s/
        Mark Klein

      _______________________________

      By:
         Mark
        Klein

      Its: Chief
        Executive Officer

      Address: 1115
        Broadway, 12th Floor

       
        New York, NY 10010

      Fax:          
        (___)
        ___-____

      


      


      HOLDER,

       

      _______________________________

       

      _______________________________


      


      Address:
        ________________________

                      
        ________________________

      Fax: 
                ________________________ 

      


      


      
        
          
          

        

        
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      APPENDIX
        A

      INVESTOR
        REPRESENTATIONS UNDER REGULATION S

      


      


      By
        executing the Note, the Holder hereby represents, warrants and covenants
        that
        he/she/it has received the Note and carefully read such Note; the decision
        to
        acquire the Shares has been taken solely in reliance upon the information
        contained in this Note and the Shares, and such other written information
        supplied by an authorized representative of the Company as the Holder may
        have
        requested. The Holder acknowledges that all documents, records and books
        pertaining to this investment have been made available for inspection by
        the
        Holder, its attorneys, accountants and purchaser representatives upon request
        prior to executing this Note and acquiring the Shares, and that it has been
        informed by the Company that its books and records will be available for
        inspection by the Holder or his/her/its agents and representatives at any
        time,
        and from time to time, during reasonable business hours and upon reasonable
        notice. The Holder further acknowledges that it (or its advisors, agents
        and/or
        representatives) has had a reasonable and adequate opportunity to ask questions
        of and receive answers from the Company concerning the terms and conditions
        of
        the acquisition of the Shares, the nature of this Note and the Shares and
        the
        business and operations of the Company, and to obtain from the Company such
        additional information, to the extent possessed or obtainable without
        unreasonable effort or expense, as is necessary to verify the accuracy of
        the
        information contained in the Note or otherwise provided by the Company; all
        such
        questions have been answered by the Company to the full satisfaction of the
        Holder. The Holder is not relying upon any oral information furnished by
        the
        Company or any other person in connection with its investment decision, and
        in
        any event, no such oral information has been furnished to the Holder which
        is in
        any way inconsistent with or contradictory to any information contained in
        the
        Note, or otherwise provided to the Holder by the Company in writing as described
        above.

       

      The
        Holder meets the criteria established below:

       

      The
        Holder is not a U.S. Person, as defined in Rule 901 of Regulation S, promulgated
        under the 1933 Act and the Holder represents and warrants that:

       

      (i) The
        Holder is not acquiring the Shares as a result of, and the Holder covenants
        that
        he, she or it will not engage in any “directed selling efforts” (as defined in
        Regulation S under the 1933 Act) in the United States in respect of the Shares
        which would include any activities undertaken for the purpose of, or that
        could
        reasonably be expected to have the effect of, conditioning the market in
        the
        United States for the resale of any of the Shares;

       

      (ii) The
        Holder is not acquiring the Shares for the account or benefit of, directly
        or
        indirectly, any U.S. Person;

       

      (iii) The
        Holder is a resident of the jurisdiction in which the Holder
        resides;

       

      
        
          
          

        

        
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      (iv) the
        offer
        and the sale of the Shares to the Holder complies with or is exempt from
        the
        applicable securities legislation of the jurisdiction in which the Holder
        resides;

       

      (v) The
        Holder is outside the United States when receiving and executing the Note
        and
        that the Holder will be outside the United States when acquiring the Shares,
        and

       

      (vi) the
        Holder covenants with the Company that:

       

      (1) offers
        and sales of any of the Shares prior to the expiration of a period of one
        year
        after the date of original issuance of the Shares (the one year period
        hereinafter referred to as the “Distribution Compliance Period” under current
        laws) shall only be made in compliance with the safe harbor provisions set forth
        in Regulation S, pursuant to the registration provisions of the 1933 Act
        or an
        exemption therefrom, and that all offers and sales after the Distribution
        Compliance Period shall be made only in compliance with the registration
        provisions of the 1933 Act or an exemption therefrom and in each case only
        in
        accordance with applicable state securities laws; and

       

      (2) The
        Holder will not engage in hedging transactions with respect to the Shares
        until
        after the expiration of the Distribution Compliance Period, or other such
        period
        as required under current federal securities laws.

       

      The
        Holder: (a) has adequate net worth and means of providing for current financial
        needs and possible personal contingencies, (b) has no need for liquidity
        in this
        investment; and (c) is able to bear the economic risks of an investment in
        the
        Shares for an indefinite period of time, and of losing the entire amount
        of such
        investment.

       

      The
        Holder understands and acknowledges that an acquirer of the Shares must be
        prepared to bear the economic risk of such investment for an indefinite period
        because of: (A) the heightened nature of the risks associated with an investment
        in the Company due to its status as a development stage company; (B) illiquidity
        of the Shares due to the fact such stock has not been registered under the
        1933
        Act or any state securities act (nor passed upon by the SEC or any state
        securities commission), and the Shares has not been registered or qualified
        by
        the Holder under federal or state securities laws solely in reliance upon
        an
        available exemption from such registration or qualification, and hence such
        Shares cannot be sold unless it is subsequently so registered or qualified
        (which is not likely), or are otherwise subject to any applicable exemption
        from
        such registration requirements; and (C) substantial restrictions on the transfer
        of the Shares, as set forth in, among other documents, the Shares and by
        legend
        on the face or reverse side of any certificate evidencing an ownership interest
        in the Company.

       

      The
        Holder either (i) has a pre-existing personal or business relationship with
        the
        Company, its officers, directors or affiliates; or (ii) alone or with its
        representatives, such knowledge and experience in financial and business
        matters
        that it is capable of evaluating the merits and risks of an investment in
        the
        Shares.

       

      
        
          
          

        

        
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      The
        Holder understands and acknowledges that an investment in the Shares is
        speculative in nature, and involves certain risks.

       

      The
        Holder is not a member of the National Association of Securities Dealers,
        FINRA,
        or of any other self-regulatory agency which would require approval prior
        to any
        acquisition of the Shares.

       

      The
        Holder is acquiring the Shares for its own investment, and not with a view
        toward the subdivision, resale, distribution, or fractionalization thereof.
        The
        Holder does not have any contract, undertaking, arrangement or obligation
        with
        or to any person to sell, transfer, or otherwise dispose of the Shares (or
        any
        portion thereof hereby acquired), nor has a present intention to enter into
        any
        such contract, undertaking, agreement or arrangement.

       

      The
        offering of the Shares was made only through direct, personal communication
        between the Holder (or a representative thereof) and the Company; the
        acquisition of the Shares by the Holder is not the result of any form of
        general
        solicitation or general advertising including, but not limited to, the
        following: (i) any advertisement, article, notice or other communication
        published in any newspaper, magazine, or other written communication, or
        broadcast over television, radio or any other medium; or (ii) any seminar
        or
        meeting to which the attendees had been invited by any general solicitation
        or
        general advertising.

       

      The
        Holder has been advised to consult with an attorney regarding legal matters
        concerning the acquisition and ownership of the Shares, and with a tax advisor
        regarding the tax consequences of acquiring such stock.

       

      The
        Holder has distributed the Shares and the Note, or any other information
        pertaining to the acquisition of the Shares hereunder, to anyone other than
        its
        representative and/or its investment, legal or accounting advisors in connection
        with its consideration of an acquisition of the Shares.

       

      The
        Holder was not organized for the specific purpose of acquiring the Shares,
        and
        has other investments or business activities besides investing in the Company,
        unless the Holder has indicated the contrary to the Company in writing. The
        Holder has specified in writing the number and character (i.e., individual,
        corporate, company, etc.) of the beneficial owners thereof.

       

      
        
          
          

        

        
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      SCHEDULE
        OF LENDERS

      


      


      Lender:
        Joshua Hermelin

      Amount:
        $150,000

      No.
        of
        Shares: 220,588

      
        Date: December
          21, 2007

      

       

      Lender:
        Geoffrey Dubey

      Amount:
        $150,000

      No.
        of
        Shares: 220,588

      
        Date:
          January 2, 2008

      

       

      
        
          
          

        

        
          10