Exhibit
      4.1

     

    THE
      SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH THIS SECURITY IS
      CONVERTIBLE HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS
      NOT
      A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED
      STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).


     

    NONE
      OF THE SECURITIES REPRESENTED HEREBY OR THE SECURITIES INTO WHICH THIS SECURITY
      IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE
      SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY
      OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS
      EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT,
      PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT
      TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
      REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE
      WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS
      INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
      1933
      ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE
      1933 ACT. 

    


    THESE
      WARRANTS WILL EXPIRE AND BECOME NULL AND VOID

    AT
      5:00
      P.M. (EASTERN STANDARD TIME) ON NOVEMBER 20, 2009.

     

    SHARE
      PURCHASE WARRANTS

    TO
      PURCHASE SHARES OF COMMON STOCK

    


    Skins
      Inc.

     

    incorporated
      in the State of Nevada

     

    THIS
      IS
      TO CERTIFY THAT _____________________, (the “Holder”)
      of
      ________________, has the right to purchase, upon and subject to the terms
      and
      conditions hereinafter referred to, up to _______________ fully paid and
      non-assessable common shares (the “Shares”)
      in the
      capital of Skins Inc. (hereinafter called the “Company”)
      on or
      before 5:00 p.m. (Eastern Standard Time) on the date which is thirty months
      from the date of issue of this Warrant as set forth above (the “Expiry
      Date”)
      at a
      price per Share (the “Exercise
      Price”)
      of US
      $1.00 on the terms and conditions attached hereto as Appendix “A” (the
“Terms
      and Conditions”).

     

    
      	 	
              1.

            	
              ONE
                (1) WARRANT AND THE EXERCISE PRICE ARE REQUIRED TO PURCHASE ONE SHARE.
                THIS CERTIFICATE REPRESENTS __________________
                WARRANTS.

            


    

     

    
      	 	
              2.

            	
              These
                Warrants are issued subject to the Terms and Conditions, and the
                Warrant
                Holder may exercise the right to purchase Shares only in accordance
                with
                those Terms and Conditions.

            


    

     

    
      	 	
              3.

            	
              Nothing
                contained herein or in the Terms and Conditions will confer any right
                upon
                the Holder hereof or any other person to subscribe for or purchase
                any
                Shares at any time subsequent to the Expiry Date, and from and after
                such
                time, this Warrant and all rights hereunder will be void and of no
                value.

            


    

     

    IN
      WITNESS WHEREOF the Company has executed this Warrant Certificate this 21st
      day
      of May, 2007.

     

    SKINS
      INC.

     

    Per: 
      /s/
      Mark
      Klein 

    
      

    

    Mark
      Klein, Chief Executive Officer

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    PLEASE
      NOTE THAT ALL SHARE CERTIFICATES MUST BE LEGENDED AS FOLLOWS DURING THE CURRENCY
      OF APPLICABLE HOLD PERIODS:

     

    THE
      SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION
      TO A
      PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION
      S
      UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).


     

    NONE
      OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT,
      OR
      ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED
      OR
      SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO
      U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER
      THE
      1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT,
      OR
      PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
      THE
      REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE
      WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS
      INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
      1933
      ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE
      1933 ACT.

    


    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

    

      APPENDIX
        “A”

      


      TERMS
        AND
        CONDITIONS dated May 21, 2007, attached to the Warrants issued by Skins
        Inc.


       

      
        	
                1.

              	
                INTERPRETATION

              


      

       

      
        	1.1	
                Definitions

              


      

       

      In
        these
        Terms and Conditions, unless there is something in the subject matter or
        context
        inconsistent therewith:

       

      
        	 	
                (a)

              	
                “Company”
                  means Skins Inc. until a successor corporation will have become
                  such as a
                  result of consolidation, amalgamation or merger with or into any
                  other
                  corporation or corporations, or as a result of the conveyance or
                  transfer
                  of all or substantially all of the properties and estates of the
                  Company
                  as an entirety to any other corporation and thereafter “Company” will mean
                  such successor corporation;

              


      

       

      
        	 	
                (b)

              	
                “Company’s
                  Auditors”
                  means an independent firm of accountants duly appointed as auditors
                  of the
                  Company;

              


      

       

      
        	 	
                (c)

              	
                “Director”
                  means a director of the Company for the time being, and reference,
                  without
                  more, to action by the directors means action by the directors
                  of the
                  Company as a Board, or whenever duly empowered, action by an executive
                  committee of the Board;

              


      

       

      
        	 	
                (d)

              	
                “herein”,
                  “hereby”
                  and similar expressions refer to these Terms and Conditions as
                  the same
                  may be amended or modified from time to time; and the expression
“Article”
                  and “Section,” followed by a number refer to the specified Article or
                  Section of these Terms and
                  Conditions;

              


      

       

      
        	 	
                (e)

              	
                “person”
                  means an individual, corporation, partnership, trustee or any
                  unincorporated organization and words importing persons have a
                  similar
                  meaning;

              


      

       

      
        	 	
                (f)

              	
                “shares”
                  means the common shares in the capital of the Company as constituted
                  at
                  the date hereof and any shares resulting from any subdivision or
                  consolidation of the shares;

              


      

       

      
        	 	
                (g)

              	
                “Warrant
                  Holders”
                  or
                  “Holders”
                  means the holders of the Warrants;
                  and

              


      

       

      
        	 	
                (h)

              	
                “Warrants”
                  means the warrants of the Company issued and presently authorized
                  and for
                  the time being outstanding.

              


      

       

      
        	1.2	
                Gender

              


      

       

      Words
        importing the singular number include the plural and vice versa and words
        importing the masculine gender include the feminine and neuter
        genders.

       

      
        	1.3	
                Interpretation
                  not affected by Headings

              


      

       

      The
        division of these Terms and Conditions into Articles and Sections, and the
        insertion of headings are for convenience of reference only and will not
        affect
        the construction or interpretation thereof.

       

      
        	1.4	
                Applicable
                  Law

              


      

       

      The
        Warrants will be construed in accordance with the laws of the State of Nevada
        and the federal law of the United States applicable therein.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	
                2.

              	
                ISSUE
                  OF WARRANTS

              


      

       

      
        	2.1	
                Additional
                  Warrants

              


      

       

      The
        Company may at any time and from time to time issue additional warrants or
        grant
        options or similar rights to purchase shares of its capital stock.

       

      
        	2.2	
                Warrants
                  to Rank Pari
                  Passu

              


      

       

      All
        Warrants and additional warrants, options or similar rights to purchase shares
        from time to time issued or granted by the Company, will rank pari
        passu
        whatever
        may be the actual dates of issue or grant thereof, or of the dates of the
        certificates by which they are evidenced.

       

      
        	2.3	
                Issue
                  in substitution for Lost
                  Warrants

              


      

       

      
        	 	
                (a)

              	
                In
                  case a Warrant becomes mutilated, lost, destroyed or stolen, the
                  Company,
                  at its discretion, may issue and deliver a new Warrant of like
                  date and
                  tenor as the one mutilated, lost, destroyed or stolen, in exchange
                  for and
                  in place of and upon cancellation of such mutilated Warrant, or
                  in lieu
                  of, and in substitution for such lost, destroyed or stolen Warrant
                  and the
                  substituted Warrant will be entitled to the benefit hereof and
                  rank
                  equally in accordance with its terms with all other Warrants issued
                  or to
                  be issued by the Company.

              


      

       

      
        	 	
                (b)

              	
                The
                  applicant for the issue of a new Warrant pursuant hereto will bear
                  the
                  cost of the issue thereof and in case of loss, destruction or theft
                  furnish to the Company such evidence of ownership and of loss,
                  destruction, or theft of the Warrant so lost, destroyed or stolen
                  as will
                  be satisfactory to the Company in its discretion and such applicant
                  may
                  also be required to furnish indemnity in amount and form satisfactory
                  to
                  the Company in its discretion, and will pay the reasonable charges
                  of the
                  Company in connection therewith.

              


      

       

      
        	2.4	
                Warrant
                  Holder Not a Shareholder

              


      

       

      The
        holding of a Warrant will not constitute the Holder thereof a shareholder
        of the
        Company, nor entitle him to any right or interest in respect thereof except
        as
        in the Warrant expressly provided.

       

      
        	
                3.

              	
                NOTICE

              


      

       

      
        	3.1	
                Notice
                  to Warrant Holders

              


      

       

      Any
        notice required or permitted to be given to the Holders will be in writing
        and
        may be given by prepaid registered post, electronic facsimile transmission
        or
        other means of electronic communication capable of producing a printed copy
        to
        the address of the Holder appearing on the Holder’s Warrant or to such other
        address as any Holder may specify by notice in writing to the Company, and
        any
        such notice will be deemed to have been given and received by the Holder
        to whom
        it was addressed if mailed, on the third day following the mailing thereof,
        if
        by facsimile or other electronic communication, on successful transmission,
        or,
        if delivered, on delivery; but if at the time or mailing or between the time
        of
        mailing and the third business day thereafter there is a strike, lockout,
        or
        other labour disturbance affecting postal service, then the notice will not
        be
        effectively given until actually delivered.

       

      
        
           

        

        
          -2-

          
            

          

        

        
           

        

      

       

      
        	3.2	
                Notice
                  to the Company

              


      

       

      Any
        notice required or permitted to be given to the Company will be in writing
        and
        may be given by prepaid registered post, electronic facsimile transmission
        or
        other means of electronic communication capable of producing a printed copy
        to
        the address of the Company set forth below or such other address as the Company
        may specify by notice in writing to the Holder, and any such notice will
        be
        deemed to have been given and received by the Company to whom it was addressed
        if mailed, on the third day following the mailing thereof, if by facsimile
        or
        other electronic communication, on successful transmission, or, if delivered,
        on
        delivery; but if at the time or mailing or between the time of mailing and
        the
        third business day thereafter there is a strike, lockout, or other labour
        disturbance affecting postal service, then the notice will not be effectively
        given until actually delivered:

       

      Skins
        Inc.

      45
        West
        21st Street

      2nd
        Floor

      New
        York,
        NY 10010

       

      Attention:
        Mark Klein, Chief Executive Officer

       

      Fax
        No.
        (212) 656-1788

       

      with
        a
        copy, which shall not constitute notice, to:

       

      Kirkpatrick
        & Lockhart Preston Gates Ellis LLP

      10100
        Santa Monica Boulevard, 7th Floor

      Los
        Angeles, CA 90067

       

      Attention:
        Anh Q. Tran, Esq.


       

      Fax:
        (310) 552-5001

       

      
        	
                4.

              	
                EXERCISE
                  OF WARRANTS

              


      

       

      
        	4.1	
                Method
                  of Exercise of Warrants

              


      

       

      The
        right
        to purchase shares conferred by the Warrants may be exercised by the Holder
        surrendering the Warrant Certificate representing same, with a duly completed
        and executed subscription in the form attached hereto and a bank draft or
        certified cheque payable to the Company for the purchase price applicable
        at the
        time of surrender in respect of the shares subscribed for in lawful money
        of the
        United States of America, to the Company at the address set forth in, or
        from
        time to time specified by the Company pursuant to, Section 3.2.

       

      
        	4.2	
                Effect
                  of Exercise of Warrants

              


      

       

      
        	 	
                (a)

              	
                Upon
                  surrender and payment as aforesaid the shares so subscribed for
                  will be
                  deemed to have been issued and such person or persons will be deemed
                  to
                  have become the Holder or Holders of record of such shares on the
                  date of
                  such surrender and payment, and such shares will be issued at the
                  subscription price in effect on the date of such surrender and
                  payment.

              


      

       

      
        	 	
                (b)

              	
                Within
                  ten business days after surrender and payment as aforesaid, the
                  Company
                  will forthwith cause to be delivered to the person or persons in
                  whose
                  name or names the shares so subscribed for are to be issued as
                  specified
                  in such subscription or mailed to him or them at his or their respective
                  addresses specified in such subscription, a certificate or certificates
                  for the appropriate number of shares not exceeding those which
                  the Warrant
                  Holder is entitled to purchase pursuant to the Warrant
                  surrendered.

              


      

       

      
        	4.3	
                Subscription
                  for Less Than Entitlement

              


      

       

      The
        Holder of any Warrant may subscribe for and purchase a number of shares less
        than the number which he is entitled to purchase pursuant to the surrendered
        Warrant. In the event of any purchase of a number of shares less than the
        number
        which can be purchased pursuant to a Warrant, the Holder thereof upon exercise
        thereof will in addition be entitled to receive a new Warrant in respect
        of the
        balance of the shares which he was entitled to purchase pursuant to the
        surrendered Warrant and which were not then purchased.

       

      
        	4.4	
                Warrants
                  for Fractions of Shares

              


      

       

      To
        the
        extent that the Holder of any Warrant is entitled to receive on the exercise
        or
        partial exercise thereof a fraction of a share, such right may be exercised
        in
        respect of such fraction only in combination with another Warrant or other
        Warrants which in the aggregate entitle the Holder to receive a whole number
        of
        such shares.

       

      
        	4.5	
                Expiration
                  of Warrants

              


      

       

      After
        the
        expiration of the period within which a Warrant is exercisable, all rights
        thereunder will wholly cease and terminate and such Warrant will be void
        and of
        no effect.

       

      
        
           

        

        
          -3-

          
            

          

        

        
           

        

      

       

      
        	4.6	
                Time
                  of Essence

              


      

       

      Time
        will
        be of the essence hereof.

       

      
        	4.7	
                Subscription
                  Price

              


      

       

      Each
        Warrant is exercisable at a price per share (the “Exercise Price”) of One Dollar
        (US$1.00). One (1) Warrant and the Exercise Price are required to subscribe
        for
        each share during the term of the Warrants.

       

      
        	4.8	
                Adjustment
                  of Exercise Price

              


      

       

      
        	 	
                (a)

              	
                The
                  Exercise Price and the number of shares deliverable upon the exercise
                  of
                  the Warrants will be subject to adjustment in the event and in
                  the manner
                  following:

              


      

       

      
        	 	
                (i)

              	
                If
                  and whenever the shares at any time outstanding are subdivided
                  into a
                  greater or consolidated into a lesser number of shares the Exercise
                  Price
                  will be decreased or increased proportionately as the case may
                  be; upon
                  any such subdivision or consolidation the number of shares deliverable
                  upon the exercise of the Warrants will be increased or decreased
                  proportionately as the case may be.

              


      

       

      
        	 	
                (ii)

              	
                In
                  case of any capital reorganization or of any reclassification of
                  the
                  capital of the Company or in the case of the consolidation, merger
                  or
                  amalgamation of the Company with or into any other Company (hereinafter
                  collectively referred to as a “Reorganization”), each Warrant will after
                  such Reorganization confer the right to purchase the number of
                  shares or
                  other securities of the Company (or of the Company’s resulting from such
                  Reorganization) which the Warrant Holder would have been entitled
                  to upon
                  Reorganization if the Warrant Holder had been a shareholder at
                  the time of
                  such Reorganization.

              


      

       

      In
        any
        such case, if necessary, appropriate adjustments will be made in the application
        of the provisions of this Article Four relating to the rights and interest
        thereafter of the Holders of the Warrants so that the provisions of this
        Article Four will be made applicable as nearly as reasonably possible to
        any shares or other securities deliverable after the Reorganization on the
        exercise of the Warrants.

       

      The
        subdivision or consolidation of shares at any time outstanding into a greater
        or
        lesser number of shares (whether with or without par value) will not be deemed
        to be a Reorganization for the purposes of this clause 4.8(a)(ii).

       

      
        	 	
                (b)

              	
                The
                  adjustments provided for in this Section 4.8
                  are cumulative and will become effective immediately after the
                  record date
                  or, if no record date is fixed, the effective date of the event
                  which
                  results in such adjustments.

              


      

       

      
        	4.9	
                Determination
                  of Adjustments

              


      

       

      If
        any
        questions will at any time arise with respect to the Exercise Price or any
        adjustment provided for in Section 4.8,
        such
        questions will be conclusively determined by the Company’s Auditors, or, if they
        decline to so act any other firm of certified public accountants in the United
        States of America that the Company may designate and who will have access
        to all
        appropriate records and such determination will be binding upon the Company
        and
        the Holders of the Warrants.

       

      
        	
                5.

              	
                WAIVER
                  OF CERTAIN RIGHTS

              


      

       

      
        	5.1	
                Immunity
                  of Shareholders, etc.

              


      

       

      The
        Warrant Holder, as part of the consideration for the issue of the Warrants,
        waives and will not have any right, cause of action or remedy now or hereafter
        existing in any jurisdiction against any past, present or future incorporator,
        shareholder, Director or officer (as such) of the Company for the issue of
        shares pursuant to any Warrant or on any covenant, agreement, representation
        or
        warranty by the Company herein contained or in the Warrant.

       

      
        
           

        

        
          -4-

          
            

          

        

        
           

        

      

       

      
        	
                6.

              	
                MODIFICATION
                  OF TERMS, MERGER,
                  SUCCESSORS

              


      

       

      
        	6.1	
                Modification
                  of Terms and Conditions for Certain
                  Purposes

              


      

       

      From
        time
        to time the Company may, subject to the provisions of these presents, modify
        the
        Terms and Conditions hereof, for the purpose of correction or rectification
        of
        any ambiguities, defective provisions, errors or omissions herein.

       

      
        	6.2	
                Warrants
                  Not Transferable

              


      

       

      The
        Warrant and all rights attached to it are not transferable.

       

      DATED
        as
        of the date first above written in these Terms and Conditions.

       

      
        	 	 	 
	 	
                SKINS
                  INC.

              
	 
 	 
 	 
 
	
              	By:  	/s/
                Mark
                Klein
	 	
                

                Authorized
                  Signatory

              


      

       

      
        
           

        

        
          -5-

          
            

          

        

        
           

        

      

       

      [FORM
        OF NOTICE OF EXERCISE OF WARRANT]

       

      NOTICE
        OF EXERCISE OF WARRANT

       

      (To
        be executed upon exercise of Warrant)

       

      The
        undersigned hereby irrevocably elects to exercise the right of purchase
        represented by the within Warrant Certificate for, and to purchase thereunder,
        securities of Skins Inc., as provided for therein, and tenders herewith payment
        of the exercise price in full in the form of cash or a certified or official
        bank check in same-day funds in the amount of $____________ for _________
        such
        securities.

       

      Please
        issue a certificate or certificates for such securities in the name of (please
        print name, address and social security number):

       

      
        	
                Name:

              	 	 	 
	 	 	 	 
	
                Address: 

              	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
                SSN/EIN:
                   

              	 	 	 
	 	 	 	 
	 	 	 	 
	
                Signature: 

              	 	 	 
	 	 	 	 
	
                Title
                  (if applicable):  

              	 	 	 
	 	 	 	 
	
                Date:  

              	 	 	 


      

       

      Note:
        The
        above signature should correspond exactly with the name on the first page
        of
        this Warrant Certificate.

       

      If
        said
        number of shares shall not be all the shares purchasable under the within
        Warrant Certificate, a new Warrant Certificate is to be issued in the name
        of
        said undersigned for the balance remaining of the shares purchasable thereunder
        rounded up to the next higher whole number of shares.