Skins
      Inc.

    1115
      Broadway- 12th
      Floor

    New
      York,
      NY 10010

     

    July
      30,
      2008

     

    Re:
      Amendment No. 1 to the Employment Letter Agreement dated July 9,
      2008

     

    Dear
      Michael Solomon,

     

    In
      accordance with our discussions, Skins Inc. (the “Company”) is pleased to
      confirm this Amendment no. 1 (this “Amendment”) to the Employment Letter
      Agreement dated July 9, 2008 (the “Letter Agreement”), as follows:

     

    1.     Section
      6
      of the Letter Agreement is amended and restated in its entirety as
      follows:

    


    6. Shares
      of Common Stock.  

     

    (a) You
      will
      be granted 150,000 restricted shares of the Company’s Common Stock upon the date
      of this Amendment (the “Initial Shares”). Upon the three month anniversary of
      your start date, which was June 16, 2008, you will receive an additional 250,000
      restricted shares of the Company’s Common Stock (the “Subsequent Shares” and
      collectively with the Initial Shares, the “Shares”). You will be eligible for
      further stock grants and/or stock options as determined by the Board of
      Directors. The Shares shall be subject to the restrictions set forth below
      in
      this Section 6.

     

    (b) In
      accordance with Rule 144 of the Securities Act of 1933, as amended, you cannot
      trade the Shares for, at a minimum, six months from the date of grant, in
      addition to compliance with the other requirements under Rule 144.

     

    (c) While
      you
      remain an employee you will only be able to sell the Shares in the event of
      a
      Corporate Action such as a merger, acquisition, sale of substantially all of
      the
      Company’s assets, change in control, dissolution, or windup of the Company.
      However you may, at the sole discretion of the Company, be allowed to sell
      some
      or all of the Shares. Any sales of your shares are further restricted by the
      applicable securities regulations with regard to your status as an officer
      of
      the Company, and in no event may you sale the Shares in violation of such
      regulations or in conflict with the Company’s insider trading
      policy.

     

    (d) If
      you
      are terminated for Cause, as defined below, you will lose all rights to all
      shares granted to you or due to be granted to you immediately. You shall
      cooperate with the Company in returning the Shares to the Company in such an
      event.

     

    (e) If
      you
      are terminated without Cause or you leave the employment of the Company for
      Good
      Reason you may keep any of the Shares granted to you for five years from the
      date of termination. You will only be able to sell the Shares in the event
      of a
      Corporate Action, such as a merger, acquisition, sale of substantially all
      of
      the Company’s assets, change in control, dissolution, or windup of the Company.
      However you may, at the sole discretion of the Company, be allowed during the
      five year period to sell some or all of your shares. If at the end of the five
      year period the Company has not completed a Corporate Action or the Company
      has
      not allowed you to sell all your shares then you will lose your rights in any
      remaining Shares at that time.

     

    
      
         

      

      
         

        
          

        

      

      
        
          Michael
            S. Solomon

          July
            30,
            2008

          Page
            2

        

      

    

    (f) For
      purposes of this Letter Agreement, the following terms shall be defined as
      follows:

     

    (i) Change
      in Control
      - shall
      be defined as 75% of the current board members no longer serving on the board
      or
      Mark Klein no longer serving as President and Chief Executive Officer of the
      Company.

     

    (ii) Cause
      - shall
      be defined as 1) any conviction by a court of law of, or entry of pleading
      guilty or nolo
      contendre
      with
      respect to, a felony or any other crime for which fraud or dishonesty is a
      material element; 2) willful and deliberate dishonesty of a material nature
      towards the Company; 3) fraud or embezzlement; 4) use of alcohol or drugs which
      materially interferes with the performance of duties; 5) willfully or recklessly
      engaging in conduct which is materially injurious to the Company. 

     

    (iii) Good
      Reason
      - shall
      be defined as 1) reduction of compensation; 2) the Company relocates the primary
      place of business to a location other than Manhattan or increases a one way
      commute from your current home by more than 20 miles over the distance currently
      traveled; 3) duties have been changed so that they are inconsistent with the
      duties customarily assumed by the title granted.

     

    2. Except
      as
      amended herein, the Letter Agreement shall remain in full force and
      effect.

    


    3. This
      Amendment may be executed in any number of facsimile counterparts, each of
      which
      shall be an original, but which together constitute one and the same instrument.
      This Amendment may be executed and delivered by facsimile.

    


    [SIGNATURE
      PAGE TO FOLLOW]

     

    
       

      
        
           

        

        
           

          
            

          

        

        
          
            Michael
              S. Solomon

            July
              30,
              2008

            Page
              3

          



      

    

    
      	 	
              Very
                truly yours,

            
	 	 
	 	
              Skins
                Inc.

            
	 	 
	 	
              /s/
                Mark
                Klein                    
                

              Mark
                Klein

              Chief
                Executive Officer

            
	 	 
	
              I
                have read and accept the above terms of employment:

            
	 	 
	
              /s/
                Michael
                Solomon                            
                

              Signature
                of Michael Solomon