Exhibit 10.1

SHARE TRANSFER AGREEMENT

This Share Transfer Agreement (the"Agreement"), effective as of April 30, 2001, by and between Skintek Labs, Inc.,a Delaware corporation ("SKNT"), Performance Brands, Inc., a Floridacorporation, which was a wholly-owned subsidiary of SKNT ("PBI") and StacyKaufman, who was SKNT’s president and sole director ("Kaufman").

WHEREAS, SKNT and Kaufman desire to enter intothis Agreement whereby SKNT shall sell and transfer and Kaufman shall acquire all of theissued and outstanding PBI shares; and

WHEREAS, Kaufman desires to own operate PBI as aprivately-owned company and SKNT desires to divest itself of the business and operationsof PBI and be relieved of obligations under Kaufman’s 1999 Employment Agreement asprovided hereunder;

NOW THEREFOR, the parties agree as follows:

ARTICLE 1 EFFECTIVE DATE

As used herein, "Effective Date" shall mean the datefirst set forth above, or such other or later date as may be mutually agreed upon inwriting between SKNT, PBI and Kaufman, SKNT shall transfer to Kaufman all shares ofcapital stock of PBI owned by SKNT. Further, Kaufman shall waive any and all rights he hasor had under a 1999 Employment Agreement and rights to vested options to purchase 1million shares and unvested rights to purchase an additional 1.5 million shares of SKNTunder the 1999 Employment Agreement. 

ARTICLE 2 SHARE TRANSFER

Subject to the terms and conditions herein set forth:

(a) Transfer of all Outstanding PBI Stock: Subject to theterms and conditions stated herein, on the Effective Date, SKNT shall assign, convey,endorse, transfer and deliver to Kaufman all of the issued and outstanding shares of PBIowned by SKNT, which prior to this Agreement was a wholly-owned subsidiary of SKNT inconsideration for the waiver by Kaufman of any and all rights that Kaufman has or hadunder the 1999 Employment Agreement. 

(b) Waiver and Cancellation of Options: SKNT under the1999 Employment Agreement, granted Kaufman options to purchase 2.5 million SKNT shares at$.50 per share, which options vested based upon certain levels of accumulated revenues inincrements of 500,000 shares. Options to purchase 1 million SKNT shares had already vestedbased upon SKNT achieving such initial two levels of accumulated revenues. 

(c) Resignation of Kaufman: Pursuant to the negotiationand as further consideration for execution and delivery of this Agreement, Kaufman haselected Marc Baker to the board of directors of SKNT and has tendered his resignation asan officer and director of SKNT. The parties agree that Kaufman shall retain ownership ofall SKNT shares issued and outstanding in Kaufman’s name. 

(d) Delivery of PBI Books and Records: Immediately uponthe earlier of the Effective Date or the resignation of Kaufman as an officer and directorof SKNT, SKNT shall deliver copies of all books and records of PBI to Kaufman so thatKaufman may continue to operate the business of PBI. SKNT shall deliver to Kaufman suchother documents and records as Kaufman may reasonably request, and Kaufman undertakes tocooperate with the independent public accountants of SKNT and with SKNT’s newmanagement in order to assist SKNT to continue as a reporting company under the ExchangeAct. Neither party shall unreasonably withhold any request for necessary informationrequested hereunder. 

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ARTICLE 3 REPRESENTATIONS AND WARRANTIES

(a) Validly Issued Shares: The PBI Shares beingtransferred to Kaufman by SKNT upon the execution and delivery of this Agreement have beenduly and validly issued PBI Shares. To the best of SKNT’s knowledge, there are noother PBI Shares issued or outstanding.

(b) Cancellation of Options: On the Effective Date,Kaufman waives all rights to options, both vested and unvested, to purchase SKNT Sharesunder his 1999 Employment Agreement and all other rights, if any, that exist or may existunder the 1999 Employment Agreement. 

(c) Title and Authority: At the Effective Date each partyshall have, and at all times prior to the Effective Date shall be in good standing, powerto enter into this Agreement, have authority to enter into this Agreement and relatedtransactions and the Agreement shall be effective

(d) No Conflict or Default: Neither the execution anddelivery of this Agreement, nor compliance with the terms and provisions hereof, includingwithout limitation the consummation of the transactions contemplated hereby, will violateany statute, regulation or ordinance of any governmental authority, or conflict with orresult in the breach of any term condition of provisions of the articles of incorporationor bylaws of SKNT or PBI, or of any agreement, deed, contract, obligation or instrument towhich either is a party or by which they may be bound, or constitute a default (or anevent which, with the lapse of time or the giving of notice, or both, would constitute adefault) thereunder, or result in the creation or imposition or any lien, charge orencumbrance, or restriction of any nature whatsoever with respect to the PBI Shares, orgive to others any interest or rights.

ARTICLE 4 INVESTMENT REPRESENTATIONS

Each Party represents, warrants and agrees that:

(a) Each party acknowledges being informed that the PBI Sharesbeing transferred to Kaufman under this Agreement have not been registered under theSecurities Act of 1933, as amended (the "Act") or any state securities law;

(b) Each party has examined this Agreement and has been givenaccess to all underlying documents related to this transaction, and each party issatisfied that it has received such information as he or it deems necessary or appropriateas a prudent and knowledgeable person to verify the accuracy of such information and toevaluate the merits and risks of entering into this Agreement; 

(c) Each party realizes that neither the Securities and ExchangeCommission nor the securities regulatory body of any state has received, considered orpassed upon the accuracy or adequacy of the information and representations made in thisAgreement but that a Schedule 14C Information Statement shall be prepared and filed withthe SEC relating to the transactions contemplated by this Agreement and the relatedtransactions;

(d) At the time of this Agreement, all parties have reviewed theeconomic consequences of this Agreement with their respective attorneys, accountantsand/or other financial advisors, was afforded access to the books and records of allparties to this Agreement and was fully familiar with the financial affairs of the partieshereto.

ARTICLE 5 ON ASSIGNABILITY

This Agreement shall not be assigned by any party.

ARTICLE 6 AMENDMENT

This Agreement may be amended or modified only by a writingsigned by the party or parties to be charged with such amendment or modification.

ARTICLE 7 SURVIVAL

All covenants, agreements, representations, and warranties madeherein and in any certificates delivered at the Effective Date, or pursuant thereto, shallbe deemed to be material and to have been relied upon by the other parties hereto,notwithstanding any investigation heretofore or hereafter made or omitted by any suchother party or on its behalf, and shall survive the Effective Date hereunder.

ARTICLE 8 NOTICES

All notices and other communications hereunder shall be inwriting and shall be hand delivered or mailed, first class, postage prepaid, as hereinprovided:

If to SKNT, then to:Marc Baker2700 North 29th Avenue, Suite 305Hollywood, FL 33020

If to PBI or Kaufman, then to: Stacy Kaufman959 Shotgun Road Sunrise, FL 33326

ARTICLE 9 BINDING ON SUCCESSORS 

All of the terms, provisions and conditions of this Agreementshall be binding upon and inure to the benefit of the parties hereto and their respectiveemployees, agents, officers, directors, successors, and legal representatives.

ARTICLE 10 TITLES

The titles of the sections of this Agreement are for convenienceof reference only and are not to be considered in construing this Agreement.

ARTICLE 11 COUNTERPARTS

This Agreement may be executed in one or more counterparts, eachof which shall be deemed an original and all of which shall be deemed an original and allof which taken together shall constitute one and the same document. A facsimile signatureshall be treated as an original. 

ARTICLE 12 SEVERABILITY

The unenforceability or invalidity of any provision of thisAgreement shall not affect the enforceability or validity of the balance of thisAgreement.

ARTICLE 13 GOVERNING LAW

This Agreement shall be governed by and interpreted andconstructed in accordance with the laws of the State of Florida and Venue shall be properin Palm Beach County, Florida.

ARTICLE 14 EXPENSES

Each party shall each bear their own costs, expenses, andattorneys' fees in conjunction with or related to this Agreement.

ARTICLE 15 ARBITRATION

Any controversy arising out of, connected to, or relating to anymatters herein of the transactions between SKNT, PBI and Kaufman (including for purposesof arbitration, employees, controlling persons, affiliates, professional advisors,accountants, attorneys, or agents of SKNT or PBI), on behalf of the undersigned, or thisAgreement, or the breach thereof, including, but not limited to any claims of violationsof Federal and/or state securities laws, banking statutes, consumer protection statutes,Federal and/or state anti-racketeering (e.g. RICO) claims as well as any common law claimsand any state law, claims of fraud, negligence, negligent misrepresentations, and/orconversion shall be settled by arbitration; and in accordance with this paragraph andjudgment on the arbitrator's award may be entered in any court having jurisdictionthereof. In the event of such a dispute, each party to the conflict shall select anarbitrator, both of whom shall select a third arbitrator, which shall constitute the threeperson arbitration board. The decision of a majority of the board of arbitrators, whoshall render their decision within thirty (30) days of appointment of the finalarbitrator, shall be binding upon the parties. Venue for arbitration and any action hereinshall lie in and for the 15th Judicial Circuit, Palm Beach County, Florida. 

SIGNATURE PAGE

 Dated this 30th day of April, 2001.

 SKINTEK LABS, INC.

By: /s/ Marc L. Baker, PresidentMarc L. Baker, President

PERFORMANCE BRANDS, INC.

By: /s/ Stacy Kaufman, PresidentStacy Kaufman, President

and 

By: /s/ Stacy Kaufman, IndividuallyStacy Kaufman