Exhibit
      10.3

    


    
      	
              Skins
                Inc.

              1115
                Broadway

              12th
                Floor

              New
                York, NY 10010

            	October 30th,
              2008


    

    

    

    Consulting
      Agreement

    


    THIS
      Consulting agreement (the “Agreement”) is made and entered into as of October
      30th,
      2008
      (the “Commencement Date”) by and between Danielle Kauderer {A Resident of New
      Jersey} (the “Consultant”) and Skins, Inc. {A Nevada Corporation}(the
“Company”). 

     

    RECITALS

    A. The
      Company desires to retain the services of the Consultant for advisory services,
      expansion and the services of organizing corporate functions.

    B. The
      consultant is willing to introduce the company new business acquisitions and
      partnerships, advisory services on expansion and organization and assisting
      in
      organizing corporate functions.

    


    In
      consideration of the premises and the covenants contained herein, the Company
      and the Consultant agree as follows:

    


    1. Services.
      Upon
      request of the Company, Consultant hereby agrees to render advisory services,
      including but not limited to: strategic planning, assistance in development
      of
      business opportunities for the Company or its affiliates and assistance in
      organizing functions directed by the Company {dinners, shareholder meetings,
      corporate and consumer functions in addition to marketing and product placement
      initiatives} (collectively, the “Services”). 

    


    2. Term
      of Agreement.
      This
      Agreement shall commence on the Commencement Date and shall continue until
      twelve (12) months thereafter, unless extended otherwise by written consent
      of
      the parties (the “Term”). If both parties mutually agree in writing, the term
      may be terminated prior to twelve months.

    


    a.
      Consulting Fee. The
      Company agrees to compensate the Consultant one million four hundred thousand
      shares (1,400,000). These shares shall be issued free of encumbrances or
      restrictions in the following manner:

    a1.
      Nine
      hundred thousand shares (900,000) shall be issued upon the execution of this
      agreement.

    a2.
      Two
      hundred and fifty thousand shares (250,000) shall be issued on the
      30th
      day of
      the execution of the agreement

    a3.
      Two
      hundred and fifty thousand shares (250,000) shall be issued on the
      60th
      day of
      the execution of the agreement.

     

    3. Independent
      Contractor.
      At all
      times during the term of this Agreement, Consultant is and shall be an
      independent contractor in providing the Services hereunder, with the sole right
      to supervise, manage, operate, control, and direct the performance incident
      to
      the Services. Nothing contained in this Agreement shall be deemed or construed
      to create a partnership or joint venture, to create the relationship of
      employee/employer or principal/agent, or otherwise create any liability
      whatsoever as partner, joint venture, employer, employee, principal, or agent
      for either the Company or Consultant with respect to the indebtedness,
      liabilities, or obligations of each other or of any other person or
      entity.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    4. Liability
      of Consultant.
      The
      Company understands that the Consultant assumes no responsibility under this
      Agreement other than to perform the Services in good faith, and Consultant
      will
      not be responsible for any consequences whatsoever that result from any action
      of the Company in following or declining to follow any advice or recommendation
      of the Consultant. It is acknowledged and agreed by the Company that
      Consultant’s Services provided under this Agreement are consulting only and any
      and all decision-making regarding the Company, including without limitation
      whether or not to follow any advice by Consultant, is solely the responsibility
      of the Company. Consultant will not be liable to the Company except by reason
      of
      acts constituting bad faith of Consultant or willful malfeasance or reckless
      disregard of its duties. The parties hereto recognize and agree that the
      effectiveness of the Services and the success of any actions undertaken by
      Consultant in connection therewith are not guaranteed or warranted by Consultant
      in any respect whatsoever.

    


    
      	 	
              5.

            	
              Confidential
                Information. 

            


    

    


    
      	 	
              a.

            	
              Anything
                herein to the contrary notwithstanding, the Company will not intentionally
                provide Consultant with any material non-public information, unless
                both
                (i) advising Consultant in writing prior to such disclosure that
                the
                information about to be provided constitutes material non-public
                information and whether, when and by what means the Company intends
                to
                make such information public and (ii) Consultant, in its sole and
                absolute
                discretion, agrees in writing to receive such information. In furtherance
                of the foregoing, and not in limitation thereof, Consultant may agree
                in
                writing to receive such information on the condition that the Company
                comply with Regulation FD promulgated by the Securities and Exchange
                Commission as if the provisions regarding Confidential Information
                were
                not included in this Agreement and the Consultant was not subject
                to any
                confidentiality requirements (written, oral, implied, anticipated
                or
                otherwise) with respect to such
                information.

            


    

    


    
      	 	
              b.

            	
              Provided
                Consultant has agreed to receive material non-public information
                with
                respect to the Company in the manner provided in subparagraph(a)
                of this
                Section 6, or the Company has advised Consultant that the information
                to
                be provided is not material non-public information with respect to
                the
                Company, Consultant acknowledges that certain information that may
                be
                disclosed to Consultant by the Company may be confidential, proprietary,
                and secret in character. Consultant agrees that such information
                will (i)
                be kept confidential by Consultant, (ii) not be used by Consultant
                in any
                way detrimental to the Company, and (iii) not be used other than
                in
                furtherance of the Services to be provided under this Agreement.
                

            


    

    


    
      	 	
              c.

            	
              The
                term “Confidential Information” means any information or knowledge that is
                not generally known to the public that is disclosed or made known
                to the
                Consultant directly or indirectly during the term of this Agreement
                (regardless of the form in which communicated and including all notes,
                memoranda, records, analyses, test results, surveys, applications
                for
                governmental approvals, and other documents and items that were prepared
                by the Consultant, other employees of the Company, or other persons
                or
                entities acting at the behest of or in conjunction with the Company
                that
                incorporate, embody, reflect, describe, or otherwise relate to, in
                whole
                or in part, the oral or written information made known to the Consultant).
                Notwithstanding the foregoing, no item of information otherwise included
                in the definition of “Confidential Information” shall be deemed
                Confidential Information to the extent that it (i) is or becomes
                publicly
                available through no fault or breach of this Agreement, (ii) is disclosed
                in a non-confidential capacity by the party which would have had
                the right
                to assert that such information was Confidential Information, (iii)
                is
                lawfully obtained or could be lawfully obtained from third parties
                without
                breaching any provision of any non-disclosure agreement, (iv) is
                information which is previously known or is developed by the recipient
                independently of the disclosing party or (v) must be disclosed pursuant
                to
                or as required or directed by law or by a court or other tribunal
                of
                competent jurisdiction. “Confidential Information” also does not include
                any business, industry or other analysis previously made or subsequently
                developed by Consultants that is not specific to the business activities
                of the Company.

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    
 

    
      	 	
              d.

            	
              The
                Company acknowledges that Confidential Information is not necessarily
                material non-public information regarding the Company and that the
                Consultant may, in good faith, determine that any one or more items
                of
                Confidential Information, individually or in the aggregate, do not
                constitute material non-public information with respect to the
                Company.

            


    

    


    6. Binding
      Effect.
      This
      Agreement shall be binding upon Consultant and the Company and their respective
      successors, assigns, and representatives.

    


    7. Assignment.
      Neither
      this Agreement nor the rights and obligations hereunder may be assigned by
      operation of law or otherwise without the express consent of the other party
      (which consent may be granted or withheld in the sole and absolute discretion
      of
      such other.

    


    8. Governing
      Law.
      This
      agreement shall be interpreted, enforced, construed and governed in accordance
      with the laws of the State of New Jersey without giving effect to any choice
      or
      conflict of law provision or rule (whether of the State of or any other
      jurisdiction) that would cause the application of the laws of any jurisdiction
      other than the State of New Jersey and all disputes shall be settled in the
      courts of the State of NEW JERSEY. 

    


    9. Severability.
      If any
      term or other provision of this Agreement is invalid, illegal or incapable
      of
      being enforced under any law or public policy, all other terms and provisions
      of
      this Agreement will nevertheless remain in full force and effect. Upon such
      determination that any term or other provision is invalid, illegal or incapable
      of being enforced, the parties hereto will negotiate in good faith to modify
      this Agreement so as to effect the original intent of the parties as closely
      as
      possible in an acceptable manner.

    


    10. Entire
      Agreement.
      This
      Agreement (including any Exhibits hereto and the documents delivered pursuant
      hereto) constitutes the entire agreement of the parties hereto with respect
      to
      the subject matter hereof and supersedes all prior agreements and undertakings,
      both written and oral, among the parties hereto with respect to the subject
      matter.

    


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

    


    
      	FOR THE
              COMPANY:	 	FOR THE
              CONSULTANT:
	 	 	 	 	 
	Skins, Inc.	 	Danielle Kauderer
	 	 	 	 	 
	By:	______________________	 	By:	______________________
	 	
              Mark
                Klein

              Founder/CEO

            	 	 	 
	 	 	 	 	 
	Date:	______________________	 	Date:	______________________


    

     

    
      
         

      

      
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