AMENDED
      AND RESTATED

     

    EXECUTIVE
      EMPLOYMENT AGREEMENT

     

    This
      AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and
      entered into as of this 28th day of September 2007, by and between Skins Inc.,
      a
      Nevada corporation (the “Company”), and Mark Klein, an individual (the
“Executive”). Company or Executive are sometimes referred to herein as a
“party,” or collectively, as the “parties”. 

     

    WHEREAS,
      the Company and Executive entered into that certain Executive Employment
      Agreement dated March 20, 2006 (the “Prior Agreement”);

     

    WHEREAS,
      the Company has experienced growth due to, in large part, to the contributions
      of Executive under the Prior Agreement; 

     

    WHEREAS,
      the Company desires to enter into this Agreement to amend, restate, and
      supercede the Prior Agreement to continue the employment of the Executive in
      the
      position of Chief Executive Officer and President and to continue to have the
      benefits of his expertise and knowledge; 

     

    WHEREAS,
      the Executive desires to continue employment with the Company under the terms
      of
      this Agreement as its Chief Executive Officer and President; and

     

    WHEREAS,
      the parties desire to enter into this Agreement to establish the terms and
      conditions of the Executive’s continued employment as Chief Executive Officer
      and President.

     

    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements hereinafter
      contained, and for other good and valuable consideration, it is hereby agreed
      by
      and between the parties hereto as follows:

    


    1. Employment,
      Duties, and Authority.

     

    1.1  Employment.
      The
      Company hereby agrees to continue the employment of Executive as the Chief
      Executive Officer and President of the Company and Executive hereby accepts
      such
      employment as of the date hereof pursuant to the terms, covenants and conditions
      set forth herein. Executive shall report directly to the Board of Directors
      of
      the Company.

     

    1.2  Duties
      and Authority.
      During
      the Term of this Agreement, Executive shall serve as the Company’s Chief
      Executive Officer and President, and, in such capacities, shall perform the
      duties and functions and have the authority that is commensurate with such
      positions and such other duties, functions, and authority consistent with his
      status as a senior executive officer of the Company as may be assigned by the
      Company’s Board of Directors. Executive’s level of authority shall at all times
      be subject to the policies and directives of the Board of Directors as they
      may
      from time to time deem in the best interests of the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    1.3  Time
      and Efforts.
      Executive shall devote his best efforts, energies, skills and attention to
      the
      business and affairs of the Company. Executive shall also devote substantially
      all of his business time to his duties hereunder and shall, to the best of
      his
      ability, perform such duties in a manner that will faithfully and diligently
      further the business interests of the Company. Executive’s services shall be
      exclusive to the Company, but does not limit Executive’s right to be involved in
      other not-for-profit, civic or charitable activities, provided that such
      activities do not materially interfere with the providing of his services
      hereunder. Executive may also serve as a non-employee member on the board of
      directors of other for-profit companies if such service does not interfere
      with
      the providing of his services hereunder as reasonably determined by the Board
      of
      Directors of the Company.

     

    2. Term.

     

    The
      term
      of employment under this Agreement shall be for a period of three (3) years
      commencing on the date hereof (the “Term”), unless terminated earlier pursuant
      to the provisions of Section 5 below. Thereafter, this Agreement shall
      automatically be renewed for successive one-year terms unless either party
      shall
      give the other no less than One Hundred Eighty (180) days prior written notice
      of intent not to renew this Agreement. 

     

    3. Compensation
      and Benefits.

     

    As
      the
      total consideration for Executive’s services rendered hereunder, Executive shall
      be entitled to the following:

     

    3.1  Base
      Salary.
      Executive shall be paid an annual base salary of Two Hundred Fifty Thousand
      Dollars ($250,000.00) per year (“Base Salary”) beginning on the date hereof and
      payable in regular installments in accordance with the customary payroll
      practices of the Company. The Base Salary shall be subject to all legally
      required deductions and withholdings. The Base Salary will be reviewed by the
      Board of the Directors of the Company annually in a manner that is consistent
      with Company’s compensation policy. The Base Salary may be increased (but not
      decreased without Executive’s written consent) from time to time by the Board of
      Directors in its absolute discretion, the determination of which shall be based
      upon such standards, guidelines and factual circumstances as the Board of
      Directors or its Compensation Committee deems relevant, including, without
      limitation, the operating results for the Company during such calendar year,
      the
      importance of the efforts of Executive in achieving such operating results
      and
      the achievement by the Company and/or Executive of performance goals previously
      established by the Board of Directors for such year.

     

    3.2  Annual
      Incentive Bonus.
      During
      each calendar year, or part thereof, the Company may pay Executive an annual
      performance bonus as determined by the Board or Directors or the Compensation
      Committee of the Company, in their sole discretion, the determination of which
      shall be based upon such standards, guidelines and factual circumstances as
      the
      Board of Directors or its Compensation Committee deems relevant, including,
      without limitation, the operating results for the Company during such calendar
      year, the importance of the efforts of Executive in achieving such operating
      results and the achievement by the Company and/or Executive of performance
      goals
      previously established by the Board of Directors for such contract year. The
      performance reviews shall occur annually in accordance with the Company’s
      compensation policy and procedures for executive officers. The annual
      performance bonus shall be up to fifty percent (50%) of the Base Salary and
      may
      be paid in cash and/or stock options, at the discretion of the Board of
      Directors; provided that, however, the value of any stock option granted shall
      not be counted against the fifty percent maximum limit. Bonuses granted to
      Executive under this Section 3.2, if any, shall be paid no later than as is
      consistent with the Company’s policies for payment of annual incentive bonuses
      to its executive officers.

     

    
      
        
        

      

      
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    3.3  Expenses.
      During
      employment, Executive is entitled to reimbursement for reasonable and necessary
      business expenses incurred by Executive in connection with the performance
      of
      Executive’s duties. Payments to Executive will be made upon presentation of
      itemized statements of such business expenses in such detail as the Company
      may
      reasonably require and pursuant to applicable Company policy. 

     

    3.4  Vacation.
      Executive shall be entitled to receive four (4) weeks of paid vacation each
      year. Any accrued but unused vacation days may be rolled over to the next
      12-month period, provided that the number of unused vacation days for any period
      shall not exceed six (6) vacation weeks. All vacation leave is subject to and
      in
      accordance with the vacation policies of the Company with respect to senior
      executives as are in effect from time to time. 

     

    3.5  Benefits.
      Executive shall be entitled to participate in and receive all benefits made
      available by the Company to its Executives, subject to and on a basis consistent
      with the terms, conditions, co-payments and overall administration of such
      plans
      and arrangements, including without limitation, medical, dental, vision, life
      and disability insurance plans and coverage, and any applicable 401k or other
      pension plans, to the extent they are provided. In addition, the Company shall
      furnish the Executive, without cost to him, with a Company-owned or leased
      automobile of the make and model authorized by the Company's
      policy.

     

    3.6 Insurance
      and Indemnification.
      Executive shall receive coverage under the Company’s director’s and officer’s
      liability insurance policy and indemnification in accordance with the Company’s
      Certificate of Incorporation.

    


    4.  RESERVED

     

    5. Termination.

     

    5.1  Termination
      For Cause.
      The
      Company may terminate Executive’s employment for Cause if the Company determines
      that Cause exists. 

     

    (a)  For
      purposes of this Agreement, “Cause” shall mean

     

    (i)  A
      material act of dishonesty, fraud, embezzlement, or misappropriation of funds
      or
      proprietary information in connection with the Executive’s responsibilities as
      an Executive;

     

    (ii)  Executive’s
      conviction of, or plea of nolo contendere to, a felony or a crime involving
      moral turpitude;

     

    
      
        
        

      

      
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    (iii)  Executive’s
      willful or gross misconduct in connection with his employment duties which,
      directly or indirectly, has a material adverse effect on the Company;
      or

     

    (iv)  Executive’s
      habitual failure or refusal to perform his employment duties under this
      Agreement, if such failure or refusal is not cured by Executive within ten
      (10)
      days after receiving written notice thereof from the Company.

     

    (b)
       In
      the
      event that Executive’s employment is terminated pursuant to this Section
      5.1:

    


    (i) The
      Company shall pay to Executive, or his representatives, on the date of
      termination of employment (the “Termination Date”) only that portion of the Base
      Salary provided in Section 3.1 that has been earned to the Termination Date,
      and
      any accrued but unpaid Vacation pay provided in Section 3.4, and any expense
      reimbursements due and owing to Executive as of the Termination Date;
      and

    


    (ii) Executive
      shall not be entitled to (i) any other salary, compensation, or severance,
      (ii)
      any Bonus pursuant to Section 3.2, (iii) any further vesting of any stock
      options held, nor (iv) any Benefits pursuant to Section 3.5, except for benefit
      continuation under COBRA or similar state or federal legislation, as permissible
      by law.

    


    5.2  Termination
      Due to Disability.
      Executive’s employment hereunder may be terminated by the Company, to the extent
      permitted by law, in the event that Executive has been unable to perform his
      duties under this Agreement due to injury or illness for an aggregate of 180
      days (inclusive of weekends and holidays) within any 12-month period, or in
      the
      event Executive is unable to perform the essential functions of his job due
      to a
      physical or mental disability and after reasonable accommodation made by the
      Company, by providing Executive with written notice of termination. In such
      event, the Company shall provide notice to Executive and make payment to the
      Executive of all accrued salary, bonus compensation to the extent fully earned
      and vested, vested deferred compensation (other than pension plan or profit
      sharing plan benefits which will be paid in accordance with the applicable
      plan), any benefits under any plans of the Company in which Executive is a
      participant to the full extent of the Executive's rights under such plans,
      accrued vacation pay and any appropriate business expenses incurred by the
      Executive in connection with his duties hereunder, all to the date of
      termination, with the exception of any medical and dental benefits which, if
      applicable, shall continue through the expiration of this Agreement, but the
      Executive shall not be paid any other compensation or reimbursement of any
      kind,
      including without limitation, Severance Pay or Continued Benefits as defined
      in
      Section 5.4(a).

     

    5.3 Termination
      Due to Death.
      In the
      event of the Executive’s death during the term of this Agreement, the
      Executive's employment shall be deemed to have terminated as of the last day
      of
      the month during which his death occurs and the Company shall promptly pay
      to
      his estate or such beneficiaries as the Executive may from time to time
      designate all accrued salary, bonus compensation to the extent earned, vested
      deferred compensation (other than pension plan or profit sharing plan benefits
      which will be paid in accordance with the applicable plan), any benefits under
      any plans of the Corporation in which the Executive is a participant to the
      full
      extent of the Executive’s rights under such plans, accrued vacation pay and any
      appropriate business expenses incurred by the Executive in connection with
      his
      duties hereunder, all to the date of termination, but the Executive's estate
      shall not be paid any other compensation or reimbursement of any kind, including
      without limitation, Severance Pay or Continued Benefits as defined in Section
      5.4(a).

     

    
      
        
        

      

      
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    5.4  Termination
      Without Cause or for Good Reason.
      

     

    (a) Executive
      may voluntarily terminate employment for Good Reason. For purposes of this
      Agreement, “Good Reason” shall mean the Company materially breaches this
      Agreement, and such change or breach is not cured by the Company within thirty
      (30) days from the date the Executive delivers a written notice of termination
      for Good Reason, where such notice shall include the specific section of this
      Agreement which was relied upon and the reason that the Company's act or failure
      to act has given rise to his termination for Good Reason. In the event the
      Executive’s employment is terminated without Cause or for Good Reason, the
      Company shall continue to be responsible to Executive for the payment of all
      Base Salary Amount solely for a period of twelve (12) months (“Severance
      Period”) payable on the Company’s usual paydays (“Severance Pay”); provided,
      however,
      that
      (i) Executive shall perform his covenants, duties and obligations under Sections
      6.1, 6.2 and 6.3, and (ii) Executive executes a separation agreement that
      includes a general mutual release by the Company and Executive in favor of
      the
      other and their successors, affiliates and estates to the fullest extent
      permitted by law, drafted by and in a form reasonably satisfactory to the
      Company and Executive, and Executive does not revoke the mutual general release
      within any legally required revocation period, if applicable. All legally
      required and authorized deductions and tax withholdings shall be made from
      the
      Severance Pay, including for wage garnishments, if applicable, to the extent
      required or permitted by law. Company shall continue to provide Executive during
      the Severance Period continued coverage under the medical and other health
      plans
      of Company, as permissible under law, in which Executive was a participant
      immediately prior to the date of his termination, subject to timely payment
      by
      Executive of all premiums, contributions and other co-payments required to
      be
      paid during such period by senior executives of Company under the terms of
      such
      plans as in effect from time to time (“Continued Benefits”). 

     

    (b) In
      addition, Executive shall be paid all accrued salary, bonus compensation to
      the
      extent earned, vested deferred compensation (other than pension plan or profit
      sharing plan benefits which will be paid in accordance with the applicable
      plan), any benefits under any plans of the Company in which the Executive is
      a
      participant to the full extent of the Executive’s rights under such plans
      (including accelerated vesting, if any, of any options granted to the Executive
      under the Plan), accrued vacation pay and any appropriate business expenses
      incurred by the Executive in connection with his duties hereunder, all to the
      date of termination. 

     

    (c) Notwithstanding
      Section 5(a), if during the Severance Period the Executive accepts other
      employment or consultancy, the Severance Pay awarded to the Executive hereunder
      shall be reduced by the amount of any compensation payable as a result of such
      other employment or consultancy, and any Continued Benefits shall be reduced
      also. Executive shall provide written notification to the Company of any
      employment or consultancy he accepts during the Severance Period.

    


    
      
        
        

      

      
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    5.5  Termination
      Upon a Change in Control.
      In the
      event of a Termination Upon a Change in Control, as defined below, the Executive
      shall be paid all accrued salary, bonus compensation to the extent earned,
      vested deferred compensation (other than pension plan or profit sharing plan
      benefits which will be paid in accordance with the applicable plan), any
      benefits under any plans of the Company in which the Executive is a participant
      to the full extent of the Executive’s rights under such plans (including
      accelerated vesting, if not already accelerated pursuant to the terms of an
      effective stock option agreement, of any options granted to the Executive under
      the Plan), accrued vacation pay and any appropriate business expenses incurred
      by the Executive in connection with his duties hereunder, all to the date of
      termination, and Severance Pay in accordance with Section 5.4(a) but subject
      to
      Section 5.4(c), but no other compensation or reimbursement of any kind. For
      the
      purposes of this Section 5.5, the following terms shall have the following
      meanings:

     

    (a) “Termination
      Upon a Change in Control” shall mean the Executive’s termination of his
      employment with the Company within One Hundred Twenty (120) days following
      a
“Change in Control.”

    


    (b) “Change
      in Control” shall mean (i) the time, after the date of this Agreement, that the
      Company first determines that any person and all other persons who constitute
      a
      group (within the meaning of § 13(d)(3) of the Securities Exchange Act of 1934
      (“Exchange Act”)) have acquired direct or indirect beneficial ownership (within
      the meaning of Rule 13d-3 under the Exchange Act) of fifty percent (50%) or
      more
      of the Company’s outstanding securities, unless a majority of the “Continuing
      Directors” approves the acquisition not later than ten (10) business days after
      the Company makes that determination, or (ii) the first day on which a majority
      of the members of the Company's board of directors are not “Continuing
      Directors.”

    


    (c) “Continuing
      Directors” shall mean, as of any date of determination, any member of the
      Company's board of directors who (i) was a member of that board of directors
      on
      the date of this Agreement, (ii) has been a member of that board of directors
      for the two years immediately preceding such date of determination, or (iii)
      was
      nominated for election or elected to the Company’s board of directors with the
      affirmative vote of the greater of (x) a majority of the Continuing Directors
      who were members of the Company’s board of directors at the time of such
      nomination or election or (y) at least three Continuing Directors.

    


    6. Confidentiality;
      Non-Solicitation; Non-Competition. 

     

    6.1  Confidentiality.
      Executive agrees that he will not use or disclose to any third party any trade
      secret, information, knowledge or data not generally known or available to
      the
      public which Executive may have learned, discovered, developed, conceived,
      originated or prepared during or as a result of Executive’s employment by the
      Company with respect to the operations, businesses, affairs, products, services,
      technology, intellectual properties, operations, customers, clients, policies,
      procedures, accounts, personnel, concepts, format, style, techniques or software
      of the Company (collectively “Confidential Information”) during the Term and
      thereafter. Executive agrees to execute and deliver, as requested by the
      Company, reasonable confidentiality agreements with respect to the Confidential
      Information. Immediately following the termination of Executive’s employment
      with the Company, Executive will return to the Company all materials, except
      for
      Executive’s rolodex or personal phone book and other personal items provided to
      Executive by the Company during the Term hereof, all works created by Executive
      or others in the course of his or their employment duties during the term of
      Executive’s employment hereunder, and all copies thereof. Notwithstanding the
      foregoing, the limitations imposed on Executive pursuant to this Section 6.1
      shall not apply to Executive’s (i) compliance with legal process or subpoena, or
      (ii) statements in response to inquiry from a court or regulatory body, provided
      that Executive gives the Company reasonable prior written notice of such
      process, subpoena or request.

     

    
      
        
        

      

      
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    6.2  Non-Solicitation.
      Executive agrees that at all times during the Term of this Agreement and for
      one
      (1) year after the termination of Executive’s employment with the Company,
      Executive, except on behalf of the Company, shall not, directly or indirectly,
      and in any way as related to the Business (as defined below), as it may change
      from time to time:

     

    (a)  Solicit
      or attempt to solicit the business of any customer or client of the
      Company;

     

    (b)  Induce
      or
      attempt to induce any client or customer of the Company to reduce its business
      with the Company; or

     

    (c)  Induce
      or
      attempt to induce any employee of the Company to terminate his or her employment
      with the Company or attempt to hire any such person. 

     

    6.3 Non-Competition.
      

    


    (a) Executive
      agrees that he shall not in the United States, at any time during his employment
      by the Company and during the Severance Period, directly or indirectly, as
      owner, partner, joint venturer, stockholder, employee, broker, agent, principal,
      trustee, corporate officer or manager, licensor or in any capacity whatsoever
      engage in, become financially interested in, be employed by, render consulting
      services to, or have any connection with, any business which engages in the
      design, marketing, sale, license and/or distribution of casual or athletic
      footwear (the “Business”). Notwithstanding the foregoing, Executive may (i) own
      an equity interest in the Company, and (ii) own up to 1% of the securities
      in a
      corporation engaged in a business that competes with the Company, provided
      that
      such securities are listed on a national securities exchange or reported on
      The
      Nasdaq National Market.

    


    (b) Executive
      declares that the foregoing limitations are reasonable and necessary to protect
      the business of the Company and its affiliates. If any portion of the
      restrictions set forth in this Section 6.3 should, for any reason whatsoever,
      be
      declared invalid by a court of competent jurisdiction, the validity or
      enforceability of the remainder of such restrictions shall not thereby be
      adversely affected, but rather such court shall reform the provision deemed
      invalid so that it shall be as near to the terms of this Agreement as possible
      and still remain enforceable under applicable law.

    


    7. Developmental
      Rights.
      

    


    Executive
      agrees that any developments by way of invention, design, copyright, trademark
      or other matters which may be developed or perfected by him during the term
      hereof, and which relate to the business of the Company or its subsidiaries
      or
      affiliates, shall be the property of the Company without any interest therein
      by
      Executive, and he will, at the request and expense of the Company, cooperate
      with the Company in applying for and prosecuting letters patent thereon in
      the
      United States or in foreign countries if the Company so requests, and will
      assign and transfer the same to the Company together with any letters patent,
      copyrights, trademarks and applications therefore; provided, however, that
      the
      foregoing shall not apply to an invention that Executive develops entirely
      on
      his own time without using the Company’s equipment, supplies, facilities or
      trade secret information except for those inventions that either (i) relate
      at
      the time of conception or reduction to practice of the invention to the
      Company’s business, or actual or demonstrably anticipated research or
      development of the Company; or (ii) result from any work performed by Executive
      for the Company. 

    


    
      
        
        

      

      
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    8. Notices.
      

    


    All
      notices and other communications required or permitted under this Agreement,
      which are addressed as provided below (or otherwise provided in writing by
      the
      party to receive such notice) shall be delivered personally, or sent by
      certified or registered mail with postage prepaid, or sent by Federal Express
      or
      similar courier service with courier fees paid by the sender, and, in either
      case, shall be effective upon delivery. 

     

    
      	If to the
              Company:  	Skins Inc.
              
                1115
                  Broadway, 12th Floor

                New
                  York, NY 10010

              

            


    

             

    


    
      	If to Executive:	
              Mark Klein

              [RESIDENT
                ADDRESS]

            


    

      

     

    9. Assignability.
      

     

    This
      Agreement is personal in nature, and neither this Agreement nor any part of
      any
      obligation herein shall be assignable by Executive. The Company shall be
      entitled to assign this Agreement to any affiliate or successor of the Company
      that assumes the ownership or control of the business of the Company, and the
      Agreement shall inure to the benefit of any such successor or
      assign.

     

    10. Entire
      Agreement. 

     

    This
      Agreement contains the entire agreement between the Company and Executive with
      respect to the subject matter hereof, and supersedes all prior oral and written
      agreements between the Company and Executive with respect to the subject matter
      hereof. The Company and Executive agree that this Agreement shall amend,
      restate, and supercede the Prior Agreement, and the Prior Agreement shall have
      no effect upon execution of this Agreement. 

     

    
      11. Captions. 

       

      The
        Section captions herein are inserted only as a matter of convenience and
        reference and in no way define, limit or describe the scope of this Agreement
        or
        the intent of any provisions hereof.

    

    
      
        
        

      

      
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      12. Waivers
        and Further Agreements. 

    

     

    Neither
      this Agreement nor any term or condition hereof may be waived or modified in
      whole or in part as against the Company or Executive except by a written
      instrument executed by or on behalf of the party to be charged therewith. Each
      of the parties agrees to execute all such further instruments and documents
      and
      to take all such further action as the other party may reasonably require in
      order to effectuate the terms and purposes of this Agreement as stated herein.
      

     

    13. Amendments. 

     

    This
      Agreement may not be amended, nor shall any change, modification, consent or
      discharge be effected, except by a written instrument executed by or on behalf
      of the party against whom enforcement of any change, modification, consent
      or
      discharge is sought. 

     

    14. Applicable
      Law; Severability. 

     

    This
      Agreement shall be interpreted, construed and enforced in accordance with the
      laws of the State of New York, without regard or effect being given to that
      State’s choice of law or conflict of law provisions. If any provision of this
      Agreement shall be held to be illegal, invalid, or unenforceable, such provision
      shall be construed and enforced as if it had been more narrowly drawn so as
      not
      to be illegal, invalid or unenforceable, and such illegality, invalidity or
      unenforceability shall have no effect upon and shall not impair the
      enforceability or any other provision of this Agreement. 

     

    15. No
      Conflicting Obligations. 

     

    Executive
      represents and warrants to the Company that he is not now under any obligation
      to any person other than the Company, which would prevent Executive’s
      performance of any of the covenants or duties hereinabove set forth, and that
      Executive is not subject to any restrictive covenant, restraint, or agreement
      as
      a result of any employment with a prior employer.

     

    16. Resolution
      of Disputes - Binding Arbitration. 

     

    Pursuant
      to the Federal Arbitration Act and applicable state law, the parties mutually
      agree that all disputes arising out of or relating to this Agreement, the
      matters covered herein, and Executive's employment with the Company shall be
      decided by final and binding arbitration pursuant to the American Arbitration
      Association Rules and Procedures for Employment Disputes in effect at the time.
      Among the disputes that must be submitted to arbitration are those concerning
      the interpretation, enforcement or alleged breach of this Agreement, and the
      termination of Executive’s employment, as well as those based on state and/or
      federal civil rights and discrimination laws, and other state and/or federal
      statutes, torts, and public policies, regardless of whether such disputes are
      asserted against the Company or its related entities, employees or agents,
      or
      against the Executive. The arbitration shall be held in New York City. The
      decision or award of the Arbitrator shall be issued in writing pursuant to
      New
      York law and shall be final and binding on all parties, subject only to such
      limited review as may be permitted or required by New York law. The prevailing
      party shall be entitled to recover all provable damages and other remedies
      that
      would otherwise be available at law or equity in a civil action, including
      costs
      and fees that may be awarded by any applicable statute. Executive and the
      Company agree that the right to take limited discovery and the right to seek
      injunctive or other equitable relief in court prior to the arbitration shall
      be
      available to either party pursuant to applicable New York law covering the
      arbitration of disputes, but the right to pursue a civil action or seek a jury
      trial is waived and shall not be available pursuant to this agreement to
      arbitrate all disputes. 

     

    
      17. Counterparts.
        

       

      This
        Agreement may be executed in one or more facsimile counterparts, and by the
        parties hereto in separate facsimile counterparts, each of which when executed
        shall be deemed to be an original while all of which taken together shall
        constitute one and the same instrument.

       

      [SIGNATURE
        PAGE TO FOLLOW]

    

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, this Agreement is executed as of the day and year first above
      written. 

     

     
      
        	 	
                COMPANY:

                


                 

                SKINS
                  INC.

                


                


                /s/
                  Deborah
                  Gargiulo                                         
                      

                Deborah
                  Gargiulo, Chief Financial Officer   

                 

                


                 

                 

                EXECUTIVE:

                


                 

                Mark
                  Klein

                


                


                /s/
                  Mark
                  Klein                                                     
                   

              


      
  

     

    
      
        
        

      

      
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