Buying
      Agency and Sourcing Agreement

    


    This
      Agreement made and entered into this fifteenth day of November,
      2007

    by
      and
      between Skins Inc. 

    


    (“Buyer”)
      and ATSCO, LLC having its principal offices at 500 Bodwell St. Ext., Avon,
      MA
      02322 (“Agent”).

    


    WHEREAS,
      the Buyer and Agent have been and/or intend to operate as Buyer and Buying
      and
      Sourcing Agent;

    


    NOW,
      THEREFORE, in consideration of their mutual covenants and agreements contained
      herein, the parties hereto hereby agree as follows:

    


    
      
        
          	
                	1.	
                  Appointment.

                


        

      

    

    


    This
      is a
      non-exclusive agreement.

     

    Buyer
      hereby appoints Agent as the non-exclusive buying and sourcing agent to procure
      such merchandise as buyer may from time to time determine. Agent hereby accepts
      such appointment and agrees to use its best efforts in the performance of its
      duties, obligations and covenants hereunder. Agent’s appointment shall commence
      as of the date buying agency services were first rendered by Agent to Buyer
      or
      as of the date hereof, whichever is earlier and said appointment shall continue
      until this Agreement is terminated by Buyer or Agent as provided
      hereinbelow.

    


    
      	
            	2.	
              Term.

            


    

     

    The
      following document spells out the terms of an agreement between Atsco
      Footwear LLC
      and
Skin
      Inc.

    


    
      	 	
              a.

            	
              It
                is agreed that the length of this agreement shall be for one (1)
                year,
                beginning November 15th, 2007 through November 15th,
                2008 (the “Term”).

            


    

    


    
      	 	
              b.

            	
              It
                is also agreed that each party will, at its own option, have the
                right to
                extend this agreement under the same terms and conditions for an
                additional period of one (1) year, starting November 15th, 2008 through
                November 15th,
                2009. The two parties will advise each other in writing of its intent
                to
                extend the existing agreement no less than thirty (30) days prior
                to the
                expiration of the existing agreement, and so on from year to
                year.

            


    

    


    
      	 	
              c.

            	
              It
                is agreed that each party will, at its own option, have the right
                to
                terminate this agreement at any time giving the other party three
                (3)
                months written notice.

            


    

    


    
      	 	
              d.

            	
              It
                is agreed that during the Term of this Agreement, Atsco Footwear
                LLC will
                be the non-exclusive sourcing and development agent of Skins Inc.,
                as it
                applies to the Buying Agency and Sourcing Agreement between Atsco
                Footwear
                LLC and Skins Inc.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              e.

            	
              It
                is understood and agreed that, notwithstanding the termination of
                this
                Agreement, the parties shall perform all of their respective obligations
                and agreements hereunder with respect to orders already placed by
                Agent
                for Buyer until the merchandise ordered has been delivered to
                Buyer.

            


    

    


    
      	 	
              3.

            	
              Commission
                and Fees.
                The following Commissions and Fees will
                apply:

            


    

    


    Buyer
      agrees to pay Agent a commission of: 7% percent of first five Million dollars
      FOB and 5% percent above the five million dollars at FOB country of origin
      price
      for merchandise shipped to Buyer under any order placed for Buyer by Agent
      or
      subsequently placed directly with a factory as a reorder unless this agreement
      is terminated. Such commission shall be separately invoiced to Buyer by Agent
      and shall be payable in United States funds drawn on a United States bank upon
      receipt by Buyer of satisfactory evidence of shipment of such merchandise to
      Buyer. These commissions are not shared with any of the manufacturers involved
      in making shoes for the Buyer.

    


    
      	 	
              a.

            	
              All
                molds, equipment, and development fees, other than finished product
                (finished product is covered under the Buying Agency and Sourcing
                Agreement) will be paid for by Skins Inc. This will include an 7%
                commission fee.

            


    

    
      	 	
              b.

            	
              All
                samples (full pairs) will be billed out at a negotiated cost per
                pair, as
                it may vary from factory to
                factory.

            


    

    
      	 	
              c.

            	
              Skins
                Inc. will be responsible for all freight associated with shipping
                product,
                samples, or any development materials. Skins Inc. will provide a
                Federal
                Express Account number (or shipper of their choice) to Atsco Footwear
                LLC,
                for its providers and Atsco Footwear LLC to use on their
                behalf.

            


    

    
      	 	
              d.

            	
              Commission
                will be invoiced separately at time of all shipments to Skins Footwear
                LLC.

            


    

    


    
      	 	
              4.

            	
              Payment
                Terms.

            


    

    


    
      	 	
              a.

            	
              All
                invoices billed by Atsco Footwear LLC, to Skins Inc. will be paid
                Net 30
                days.

            


    

    


    
      	 	
              5.

            	
              Agent’s
                Duties.

            


    

    


    Agent
      hereby agrees with Buyer to perform the following services for
      Buyer:

    


    
      	 	
              a.

            	
              To
                provide market information, assistance and research for and on behalf
                of
                the buyer and not for any of the manufacturers involved in making
                shoes
                for the Buyer;

            


    

    


    
      	 	
              b.

            	
              To
                keep apprised of shipping conditions and availability of production
                to
                meet Buyer’s needs as hereinabove
                described;

            


    

    


    
      	 	
              c.

            	
              To
                identify export suppliers and/or suitable factories for the manufacture
                of
                merchandise at a price, in quantities and for delivery by dates acceptable
                to Buyer;

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              d.

            	
              To
                place orders on behalf of Buyer with export suppliers and/or manufacturers
                designated by Buyer from time to time upon written instruction from
                Buyer
                to Agent and to negotiate the price for such merchandise for the
                benefit
                of Buyer; 

            


    

    


    
      	 	
              e.

            	
              Agent
                expressly does not make any representations or warranties regarding
                possible copyright or patent infringements on the products sourced
                on
                behalf of the Buyer and shall have no liability whatsoever regarding
                same.
                As importer of record, Buyer assumes all responsibility for US Customs
                regulations, copyright and or patent
                infringements.

            


    

    


    
      	 	
              f.

            	
              To
                follow up with export suppliers and/or manufacturers concerning the
                processing of Buyer’s orders until delivery of the ordered merchandise has
                been made and to keep Buyer advised of the status of all such
                orders;

            


    

    


    
      	 	
              g.

            	
              From
                time to time as requested by Buyer to collect samples of ordered
                merchandise and deliver the same to Buyer or its
                designee;

            


    

    


    
      	 	
              h.

            	
              To
                inspect samples of ordered merchandise for compliance with Buyer’s
                specifications;

            


    

    


    
      	 	
              i.

            	
              To
                obtain invoices, receipts and other suitable evidence from the export
                suppliers and/or manufacturers of merchandise ordered by Buyer and
                to
                verify information set forth on the same and their export invoices
                for
                such merchandise and submit the same to Buyer upon
                request;

            


    

    


    
      	 	
              j.

            	
              To
                procure and provide to Buyer, prior to exportation, all documentation,
                certificates, forms, statements and information appropriate and/or
                necessary for the exportation to and importation into the United
                States;

            


    

    


    
      	 	
              k.

            	
              To
                notify Buyer as quickly as practicable of any production or quality
                problems or of any other information or developments which may or
                will
                affect the timely and proper delivery of merchandise ordered pursuant
                hereto. Nothing contained herein is to be construed as a guarantee
                on the
                part of Agent that the orders shipped will, in fact, comply with
                all
                specifications designated in the orders, nor that the merchandise
                will be
                free of defects. The Agent assumes no liability resulting from among
                other
                items, strikes, non-availability of materials or production, government
                action or other conditions or occurrences beyond Agent’s control. It is
                expressly understood that it is not the financial responsibility
                of the
                Agent to cure such problems. The agent does however, warrant that
                it will
                exert its full efforts in the Buyer’s behalf to obtain full satisfaction
                in the form of credit, and/or refund from said manufacturer for any
                shipment not in accord with the specifications, or for any defective
                merchandise not detected prior to shipment;


            


    

    


    
      	 	
              l.

            	
              To
                disclose, in writing any direct or indirect ownership or joint ownership
                interest, by Agent, its officers or directors in any entity proposed
                by
                the Agent as a manufacturer or export supplier and to represent that
                agent
                is in no way being compensated, direct or indirectly, by any manufacturer
                or export supplier for any orders referenced
                herein.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              m.

            	
              To
                help with technical and engineering issues as it pertains to the
                Skins and
                Bones product to best efforts. To assist in design and commercialization
                aspects in readying the product for market and to help in conducting
                fit
                and wear tests to ensure product integrity within our agreed upon
                responsibilities. Any outside charges for lab or consultants are
                to be
                paid for by Skins.

            


    

    


    
      	 	
              6.

            	
              Buyer’s
                Responsibilities.

            


    

    


    Buyer
      hereby agrees with Agent as follows:

    


    
      	 	
              a.

            	
              To
                be responsible for payment of all orders placed by Agent for
                Buyer.;

            


    

    


    
      	 	
              b.

            	
              To
                be responsible for the disposition of or the costs thereof of any
                materials, molds or other associated items that are expressly purchased
                by
                the manufacturer or export supplier for use in production of footwear
                for
                the Buyer’s account;

            


    

    


    
      	 	
              c.

            	
              To
                pay all shipping, forwarding, handling and other reasonable and customary
                charges against the shipment of such merchandise to Buyer, including
                all
                customs duties accruing thereupon; 

            


    

    


    
      	 	
              d.

            	
              To
                secure and maintain insurance on all merchandise from and after delivery
                by the manufacturer or export supplier of the merchandise to the
                F.O.B.
                foreign port of exportation or Buyer’s freight
                forwarder;

            


    

    


    
      	 	
              e.

            	
              Buyer
                shall have the right, upon reasonable notice during normal business
                hours,
                to inspect all facilities utilized by the export suppliers and/or
                manufacturers in connection with the manufacture and/or storage of
                the
                merchandise pursuant hereto and to examine said merchandise in process
                of
                manufacture and as finished products upon completion of manufacture.
                Agent
                hereby affirmatively agrees to assist Buyer wheresoever and howsoever
                necessary in the examination by Buyer of the merchandise and/or the
                facilities utilized in the manufacture and/or storage of the
                same.

            


    

    


    
      	 	
              7.

            	
              Prototype
                Samples, Fit Trials, and Samples.

            


    

    


    All
      prototype samples (requested by Buyer), fit trials, confirmation samples and
      salesperson samples provided to Buyer pursuant to Section 4 shall be for the
      account of Buyer and Buyer shall reimburse or pay Agent for such samples.
      Samples shall be sent to Buyer in accordance with Buyer’s instruction, the cost
      of which shall be borne by Buyer, and Agent shall invoice Buyer
      accordingly.

    


    
      	 	
              8.

            	
              Claims.

            


    

    


    
      	 	
              a.

            	
              In
                the event that Buyer shall have a claim arising out of or in connection
                with any of the merchandise, handling, shipment, storage or any other
                event occurring after delivery of the merchandise by the manufacturer
                or
                export supplier to the F.O.B. foreign port of exportation or to Buyer’s
                freight forwarder or relating in any way to its manufacturer, Buyer,
                at
                its option, shall either submit the claim to the Agent in writing
                with
                full details of such claim or Buyer shall process the claim on its
                own
                behalf. If sent to the Agent, upon receipt thereof, Agent shall use
                its
                best efforts as agent to process the claim against the manufacturer
                or
                export supplier for Buyer’s account. These claims are against the
                manufacturer or export supplier and not against the
                Agent.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	 	
              b.

            	
              In
                the event the Buyer shall have a claim arising out of the handling,
                shipment, storage or any other event occurring after delivery of
                the
                merchandise by the manufacturer or export supplier to the F.O.B.
                foreign
                port of exportation or to Buyer’s freight forwarder, Buyer shall resolve
                such claim directly with its insurer or any other appropriate
                party.

            


    

    


    
      	 	
              9.

            	
              Limitation
                of Powers.

            


    

    


    
      	 	
              a.

            	
              Except
                for the authority specifically granted by this Buying Agency Agreement,
                it
                is hereby agreed and understood by the parties hereto that Agent
                is
                neither the employee, general agent or legal representative of Buyer,
                but
                rather that Agent is an independent contractor acting exclusively
                on its
                own behalf.

            


    

    


    
      	 	
              b.

            	
              Buyer
                reserves sole and exclusive power and right to accept or reject purchases
                proposed by Agent.

            


    

    


    
      	 	
              10.

            	
              Buying
                Agent Status.

            


    

    


    Agent,
      in
      executing this Agreement, certifies and warrants to Buyer that neither it nor
      its overseas affiliates will act as a seller of the merchandise and that it
      will
      not warehouse the merchandise, except for Buyer’s account and pursuant to
      Buyer’s specific instructions. Agent certifies and warrants that it does not,
      for its own account, have any ownership interest in, or any control or, or
      any
      financial interest in, any factories, manufacturers or export suppliers making
      merchandise for the account of Buyer, and those factories have no ownership
      interest in, or any control of, or any financial interest in Agent.

    


    
      	 	
              11.

            	
              Confidentiality.

            


    

    


    All
      confidential information made available to either party by the other party
      hereto shall be kept confidential as a trade secret by the recipient thereof
      and
      its officers, directors, employees, agents and other personnel, and such
      information shall not, without the prior written consent of the other party,
      as
      the case may be, be divulged in any manner to any third party except to the
      extent that the disclosure of such information that shall become necessary
      in
      any litigation, or governmental investigation concerning the provisions of
      this
      Agreement and the conduct of the parties hereunder but under no circumstances
      without giving prior notice of the impending disclosure to the other
      side.

    


    
      	 	
              12.

            	
              Indemnity.

            


    

     

    Indemnification: Skins
      Inc.
      agrees
      to indemnify, defend, and hold harmless Atsco Footwear LLC and/or its officers
      with respect to any liability or damages that may arise out of any breach or
      alleged breach of this Agreement occurring during the term of this agreement,
      or
      any negligence or mis-representation by Skin Shoes Inc.

     

    Atsco
      Footwear LLC agrees to indemnify, defend, and hold harmless Skins Inc. and/or
      its officers with respect to any liability or damages that may arise out of
      any
      breach or alleged breach of this Agreement occurring during the term of this
      agreement, or any negligence or mis-representation by Atsco Footwear
      LLC.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	 	
              13.

            	
              Miscellaneous.
                This letter of agreement....

            


    

    


    
      	 	
              a.

            	
              Represents
                the entire agreement and understanding of the parties
                hereto;

            


    

    
      	 	
              b.

            	
              Is
                executed by individuals authorized to sign for each party to the
                agreement
                and are empowered to bind that
                party;

            


    

    
      	 	
              c.

            	
              Shall
                be governed by and construed in accordance with the laws of the state
                of
                Massachusetts;

            


    

    
      	 	
              d.

            	
              May
                be amended or modified only by an instrument in writing mutually
                agreed
                to, and signed by both parties to this Agreement,
                and;

            


    

    
      	 	
              e.

            	
              Shall
                be binding upon and inure to the benefit of the parties hereto and
                their
                respective successors and assigns.

            


    

    


    
      	 	
              14.

            	
              Execution.

            


    

    


    IN
      WITNESS WHEREOF, the parties hereto executed this Agreement at the place and
      on
      the date set forth above.

     

    

      
        	
                Atsco
                  Footwear LLC

              	 	
                Skins
                  Inc.

              
	 	 	 	 	 	 	 
	
                By: 
                  

              	
                /s/Mark
                  Itzkowitz

              	 	
                By: 

              	
                /s/
                  Mark Klein

              
	 	 	 	 	 	 	 
	
                Date:

              	
                11/09/2007

              	 	
                Date:

              	
                11/28/2007

              
	 	 	 	 	 
	
                Name:
                  Mark Itzkowitz

              	 	
                Name:
                  Mark Klein

              
	
                Title:  
                  President

              	 	
                Title: 
                   CEO/President

              
	
                Address:
                  500 Bodwell St.

              	 	
                Address:
                  1115 Broadway Ave, 12th
                  Floor

              
	
                Avon,
                  MA 02322

              	 	
                New
                  York, New York 10010

              
	
                Phone:
                  508-583-7600 ext. 307

              	 	
                Phone:
                  212-710-2714

              
	
                E-Mail:
                  marki@atscofootwear.com

              	 	
                E-Mail:
                  mark@skinsfootwear.com

              


      

    

    


    
      
        
        

      

      
        6