SKINS
      INC.

    2005
      INCENTIVE PLAN

     

    NON-QUALIFIED
      STOCK OPTION AGREEMENT

     

    NOTICE
      OF STOCK OPTION GRANT

     

    Optionee:
      Antonio Pavan

     

    The
      Optionee has been granted an Option to purchase a number of shares of Skins
      Inc.
      Common Stock as designated below (“Shares”), subject to the terms and conditions
      of the Skins Inc. 2005 Incentive Plan, as amended from time to time (the
“Plan”), and this Option Agreement, as follows:

     

    
      	Date of Grant:	
              04/13/2007

            	Type of Option:	
              Non-Qualified
                Stock
                Option

            
	Exercise Price per
              Share:	
              $1.25

            	Expiration Date:	
              04/12/2012 

            
	Total Number of Shares
              Granted:	
              500,000

            	Total Exercise
              Price:	
              $625,000

            
	 	 	 	 
	Vesting
              Schedule: 	1/6th of the Options
              shall
              vest on a semi-annual basis, with the first vesting to occur six (6)
              months from the Date of Grant. 
	 	 	 	 


    

    
      Vesting
        is accelerated upon a Change in Control under Section
        2(c).

    

     

    
      	
              Exercise
                After Termination of Employment:

               

              a.
                Termination of Employment for any reason:
                any non-vested portion of the Option expires immediately, except
                as
                indicated in subsection b and c, below.

               

              b.
                Termination of Employment due to death or Disability:
                vested portion and an additional 1/3 of the unvested portion of the
                Option
                is exercisable by the Optionee (or, in the event of the Optionee’s death,
                the Optionee’s Beneficiary) for one year after the Optionee’s Termination.
                

               

              c.
                Termination of Employment Without Cause or for Good Reason (as defined
                in
                the Employment Agreement):
                vested portion and an additional 1/6 unvested portion of the Option
                shall
                be exercisable by the Optionee for one year after the Optionee’s
                Termination

               

              d.
                Termination of Employment for Cause (as
                defined in the Employment Agreement): all vested and unvested options
                shall terminate immediately and cease to remain outstanding

               

              e.
                Termination of Employment for any reason other than as indicated
                in b, c,
                and d, above:
                vested portion of the Option is exercisable for a period of ninety
                (90)
                days following the Optionee’s Termination. 

               

              In
                no event may this Option be exercised after the Expiration Date as
                provided above.
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    I. AGREEMENT

     

    1.    Grant
      of Option.
      The
      Option granted to the Optionee and described in the Notice of Grant is subject
      to the terms and conditions of the Plan, which is incorporated by reference
      in
      its entirety into this Option Agreement. In the event of a conflict between
      the
      terms and conditions of the Plan and this Option Agreement, the terms and
      conditions of the Plan shall prevail. Capitalized terms not otherwise defined
      in
      this Agreement shall have the meaning given to the terms in the
      Plan.

     

    If
      designated in the Notice of Grant as an Incentive Stock Option (“ISO”), this
      Option is intended to qualify as an Incentive Stock Option as defined in Section
      422 of the Code. Nevertheless, to the extent that the Option fails to meet
      the
      requirements of an ISO under Section 422 of the Code, this Option shall be
      treated as a Non-Qualified Stock Option (“NSO”).

     

    2.    Exercise
      of Option.

     

    (a)
      Right
      to Exercise.
      This
      Option shall be exercisable, in whole or in part, during its term in accordance
      with the Vesting Schedule set out in the Notice of Grant and with the applicable
      provisions of the Plan and this Option Agreement. No Shares shall be issued
      pursuant to the exercise of an Option unless the issuance and exercise comply
      with applicable laws. Assuming such compliance, for income tax purposes the
      Shares shall be considered transferred to the Optionee on the date on which
      the
      Option is exercised with respect to such Shares. The Board may, in its
      discretion, (i) accelerate vesting of the Option, or (ii) extend the applicable
      exercise period to the extent permitted under Section 6.03 of the
      Plan.

     

    (b)
      Method
      of Exercise.
      The
      Optionee may exercise the Option by delivering an exercise notice in a form
      approved or otherwise acceptable to the Company (the “Exercise Notice”) which
      shall state the election to exercise the Option, the number of Shares with
      respect to which the Option is being exercised, and such other representations
      and agreements as may be required by the Company. The Exercise Notice shall
      be
      accompanied by payment of the aggregate Exercise Price as to all Shares
      exercised. This Option shall be deemed to be exercised upon receipt by the
      Company of such fully executed Exercise Notice accompanied by the aggregate
      Exercise Price.

     

    (c)
      Acceleration
      of Vesting on Change in Control.
      Subject
      to the exception contained in Section 6.05 of the Plan, all Options outstanding
      on the date of a Change of Control that have not previously vested or terminated
      under the terms of the applicable Award Agreement shall be immediately and
      fully
      vested and exercisable upon the date of a Change of Control (as defined in
      the
      Employment Agreement).

     

    3.    Method
      of Payment.
      If the
      Optionee elects to exercise the Option by submitting an Exercise Notice under
      Section 2(b) of this Agreement, the aggregate Exercise Price (as well as any
      applicable withholding or other taxes) shall be paid by cash or check;
provided,
      however,
      that
      the Board may consent, in its discretion, to payment in any of the following
      forms, or a combination of them:

     

    (a)
      cash
      or
      check;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) consideration
      received by the Company under a formal cashless exercise program adopted by
      the
      Company in connection with the Plan;

     

    (c) surrender
      of other Shares which (i) have been owned by the Optionee for more than six
      (6)
      months on the date of surrender, and (ii) have a Fair Market Value on the date
      of surrender equal to the aggregate Exercise Price of the Exercised Shares;
      or

     

    (d) any
      other
      consideration that the Board deems appropriate and in compliance with applicable
      law.

     

    4.    Restrictions
      on Exercise.
      This
      Option may not be exercised until such time as the Plan has been approved by
      the
      stockholders of the Company, or if the issuance of the Shares upon exercise
      or
      the method of payment of consideration for those shares would constitute a
      violation of any applicable law or regulation.

     

    5.    Non-Transferability
      of Option.
      This
      Option may not be transferred in any manner otherwise than by will or by the
      laws of descent or distribution and may be exercised during the lifetime of
      the
      Optionee only by the Optionee. Following transfer, the Options shall continue
      to
      be subject to the same terms and conditions as were applicable immediately
      prior
      to transfer. In the event an Option is transferred as contemplated in this
      Section 5, such Option may not be subsequently transferred by the transferee
      except by will or the laws of descent and distribution. The terms of the Plan
      and this Option Agreement shall be binding upon the executors, administrators,
      heirs, successors and assigns of the Optionee.

     

    6.    Term
      of Option.
      This
      Option may be exercised only within the term set out in the Notice of Grant,
      and
      may be exercised during such term only in accordance with the Plan and the
      terms
      of this Option Agreement.

     

    7.    Entire
      Agreement, Amendment and Governing Law.
      The
      Plan and this Option Agreement constitute the entire agreement of the parties
      with respect to the subject matter hereof and supersede in their entirety all
      prior undertakings and agreements of the Company and the Optionee with respect
      to the subject matter hereof (but not agreements, if any, relating to other
      matters), and may not be modified adversely to the Optionee’s interest except by
      means of a writing signed by the Company and the Optionee. This Option Agreement
      is governed by, and shall be construed and enforced in accordance with, the
      internal laws of the State of Delaware.

     

    8.    Further
      Assurances.
      The
      Optionee agrees, upon demand of the Company or the Board, to do all acts and
      execute, deliver and perform all additional documents, instruments and
      agreements (including, without limitation, stock powers with respect to shares
      of Common Stock issued upon exercise of the Option) which may be reasonably
      required by the Company or the Board.

     

    9.    No
      Guarantee of Continued Service.
      THE
      OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE
      VESTING SCHEDULE IS EARNED ONLY BY CONTINUING AS AN EMPLOYEE AT THE WILL OF
      THE
      COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR
      ACQUIRING SHARES HEREUNDER). THE OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT
      THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED UNDER IT AND THE VESTING SCHEDULE
      DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED EMPLOYMENT FOR
      THE
      VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY
      WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT
      AT ANY TIME, WITH OR WITHOUT CAUSE.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      Optionee acknowledges receipt of a copy of the Plan and represents that he
      or
      she is familiar with the terms and provisions of the Plan, and accepts this
      Option subject to all of those terms and provisions. The Optionee has reviewed
      the Plan and this Option Agreement in their entirety, has had an opportunity
      to
      obtain the advice of counsel prior to executing this Option Agreement and fully
      understands all provisions of the Option. The Optionee agrees to accept as
      binding, conclusive and final all decisions or interpretations of the Board
      upon
      any questions arising under the Plan or this Option Agreement. The Optionee
      further agrees to notify the Company upon any change in the residence address
      indicated below.

     

    [SIGNATURE
      PAGE TO FOLLOW]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, intending to be legally bound, the parties have signed this
      Option Agreement as of the Date of Grant.

     

    
      	Optionee: 	 	 	SKINS
              INC.: 
	 	 	 	 
	 	 	 	 
	/s/
              Antonio
              Pavan	 	 	/s/
              Mark
              Klein
	Signature	 	 	By: Mark Klein
	 	 	 	 
	Antonio
              Pavan 	 	 	President
              and Chief Executive Officer 
	Print Name 	 	 	Title 
	 	 	 	 
	[RESIDENCE
              ADDRESS] 	 	 	 
	 	 	 	 
	Residence Address