Buying Agency and Sourcing Agreement

Term.

a.

It is agreed that the length of this agreement shall be for one (1) year, beginning November 15th, 2007 through November 15^th, 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 15^th, 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:

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.

a.

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

5.

Agent’s Duties.

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;

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.

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.

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.

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.

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.

11.

Confidentiality.

12.

Indemnity.

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.