REGISTRATION RIGHTS
AGREEMENT

     

    REGISTRATION RIGHTS AGREEMENT
(this “Agreement”), dated as
of  March 23, 2009, by and between SKINS, INC. a corporation duly
organized under the laws of Nevada, (the “Company”), and TANGIERS INVESTORS, LP., a
limited partnership (the “Investor”).

     

    WHEREAS:

     

    A. In connection with the Securities
Purchase Agreement by and between the parties hereto of even date herewith (the
“Securities
Purchase Agreement”), the
Company has agreed, upon the terms and subject to the conditions of the
Securities Purchase Agreement, to issue and sell to the Investor that number of
shares of the Company’s common stock, par value $. 001 per share (the
“Common
Stock”), which can be
purchased pursuant to the terms of the Securities Purchase Agreement for an
aggregate purchase price of up to Two Million Dollars ($2,000,000).
Capitalized terms not defined herein shall have the meaning ascribed to them in
the Securities Purchase Agreement.

     

    B. To induce the Investor to execute and
deliver the Securities Purchase Agreement, the Company has agreed to provide
certain registration rights under the Securities Act of 1933, as amended, and
the rules and regulations thereunder, or any similar successor statute
(collectively, the “Securities
Act”), and applicable
state securities laws.

     

    NOW, THEREFORE, in
consideration of the premises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Investor hereby agree as
follows:

     

    1. DEFINITIONS.

     

    As used
in this Agreement, the following terms shall have the following
meanings:

     

    a. “Person” means a corporation, a limited
liability company, an association, a partnership, an organization, a business,
an individual, a governmental or political subdivision thereof or a governmental
agency.

    


    b. “Register,” “registered,” and “registration” refer to a registration effected by
preparing and filing one or more Registration Statements (as defined below) in
compliance with the Securities Act and pursuant to Rule 415 under the Securities
Act or any successor rule providing for offering securities on a continuous or
delayed basis (“Rule
415”), and the declaration
or ordering of effectiveness of such Registration Statement(s) by the United
States Securities and Exchange Commission (the “SEC”).

     

    c. “Registrable
Securities” means the
Investor’s Shares, as defined in the Securities Purchase Agreement, and shares
of Common Stock issuable to Investors pursuant to the Securities Purchase
Agreement.

    


    d. “Registration
Statement” means a
registration statement under the Securities Act which covers the Registrable
Securities.

     

    2. REGISTRATION.

     

    a. Mandatory
Registration. The Company
shall prepare and file with the SEC a Registration Statement on Form S-1 or on
such other form as is available. The Company shall cause such Registration
Statement to be declared effective by the SEC prior to the first sale to the
Investor of the Company’s Common Stock pursuant to the Securities Purchase
Agreement. The Company shall cause the Registration Statement to remain
effective until the full completion of the Commitment Period (as such term is
defined in the Securities Purchase Agreement).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    b. Sufficient
Number of Shares Registered. In the event the number of shares
available under a Registration Statement filed pursuant to Section 2(a) is
insufficient to cover all of the Registrable Securities pursuant to the
Securities Purchase Agreement, the Company shall amend the Registration
Statement, or file a new Registration Statement (on the short form available
therefore, if applicable), or both, so as to cover all of such Registrable
Securities pursuant to the Securities Purchase Agreement as soon as practicable,
but in any event not later than fifteen (15) days after the necessity therefore
arises. The Company shall use it best efforts to cause such amendment and/or new
Registration Statement to become effective as soon as practicable following the
filing thereof. For purposes of the foregoing provision, the number of shares
available under a Registration Statement shall be deemed “insufficient to cover
all of the Registrable Securities” if at any time the number of Registrable
Securities issuable on an Advance Notice Date is greater than the number of
shares available for resale under such Registration
Statement.

     

    3. RELATED
OBLIGATIONS.

     

     The Company shall otherwise use its
best efforts to comply with all applicable rules and regulations of the SEC in
connection with any registration hereunder.

      

    4. EXPENSES OF
REGISTRATION.

     

    All
expenses incurred in connection with registrations, filings or qualifications
pursuant to Sections 2 and 3, including, without limitation, all registration,
listing and qualifications fees, printers, legal and accounting fees shall be
paid by the Company.

     

    5. INDEMNIFICATION.

     

    To the fullest extent permitted by law,
the Company will, and hereby does, indemnify, hold harmless and defend the
Investor, the directors, officers, partners, employees, agents, representatives
of, and each Person, if any, who controls the Investor within the meaning of the
Securities Act or the Exchange Act (each, an “Indemnified
Person”), against any
losses, claims, damages, liabilities, judgments, fines, penalties, charges,
costs, reasonable attorneys’ fees, amounts paid in settlement or expenses, joint
or several (collectively, “Claims”) incurred in investigating, preparing
or defending any action, claim, suit, inquiry, proceeding, investigation or
appeal taken from the foregoing by or before any court or governmental,
administrative or other regulatory agency, body or the SEC, whether pending or
threatened, whether or not an indemnified party is or may be a party thereto, to
which any of them may become subject. 

     

    6. MISCELLANEOUS.

     

    a. Any notices, consents, waivers or other
communications required or permitted to be given under the terms of this
Agreement must be in writing and will be delivered to the party to receive the
same at the addresses and facsimile numbers as follows:

     

    
      	
              If
      to the Company, to:

            	
              Skins
      Inc.

            	 
      	 
      	 
      
	 
      	
              1
      1Newark Street, Suite 25A

              NHoboken
      New Jersey,  07030

              Attention:
      Mark Klein

            	 
      
	 
      	
              Telephone:
      (201) 377-5502

            	 
      
	 
      	
              Facsimile:

            	 
      	 
      	 
      	 
      	 
      


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 
      	 
      	 
      
	
              If
      to the Investor, to:

            	
              Tangiers  Investors,
      LP

            	 
      
	 
      	
              1446
      Front Street, Suite 400

            	 
      
	 
      	
              San
      Diego, California 92101

            	 
      
	 
      	
              Attention: Michael
      Sobeck 

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              Telephone:
      619-398-9264

            	 
      	 
      	 
      
	 
      	
              Facsimile:
      619-566-2011

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


    

    b. The corporate laws of the State of
California govern all issues concerning the relative rights of the Company and
the Investor. All other questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by the
internal laws of the State of California, without giving effect to any choice of
law or conflict of law provision or rule (whether of the State of California or
any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of California. Each party hereby irrevocably
submits to the non-exclusive jurisdiction of the Superior Courts of the State of
California, sitting in California and the Federal District Court for the
District of California, for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed
herein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is
improper. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address for such notices to it under
this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law.
If any provision of this Agreement shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement in that jurisdiction or the
validity or enforceability of any provision of this Agreement in any other
jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND
AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE
HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY
TRANSACTION CONTEMPLATED HEREBY.

     

    c. This Agreement shall inure to the
benefit of and be binding upon the permitted successors and assigns of each of
the parties hereto.

     

    d This Agreement may be executed in
identical counterparts, each of which shall be deemed an original but all of
which shall constitute one and the same agreement. This Agreement, once executed
by a party, may be delivered to the other party hereto by facsimile transmission
of a copy of this Agreement bearing the signature of the party so delivering
this Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    IN WITNESS WHEREOF, the
parties have caused this Registration Rights Agreement to be duly executed as of
day and year first above written.

     

    
      	 	
              Skins,
      Inc.

            
	 	 
      
	 	 
	 	
              By:

            	__________________________
	 	
              Name:

            	
              Mark
      Klein

            
	 	
              Title:

            	
              Chief
      Executive Officer

            
	 	 	 
	 	 	 
	 	 
      	 
      
	 	
              Tangiers
      Investors, LP

            
	 	 
      	 
      
	 	 
      	 
      
	 	
              By:

            	__________________________
	 	
              Name:

            	
              Tangiers
      Capital, LLC

            
	 	
              Its:

            	
              General
      Partner