LOAN CONVERSION AGREEMENT
THIS LOAN CONVERSION AGREEMENT (the "Agreement") is entered into as of February
22, 2002 (the "Effective Date") by and between Xxxxxx X. Xxxx ("Lender") whose
address is 00 Xxxxxxxx Xxxxxxx, Xxxxxxx, XX 00000, and Skinvisible, Inc., a
Nevada corporation (the "Company"), whose address is 0000 Xxxxx Xxxxxxxx Xxxx,
Xxxxx 00, Xxx Xxxxx, XX 00000.
REFERENCE is hereby made to a Promissory Note between the Company and Lender
dated February 2, 2002 (the "Note").
WHEREAS, the Lender advanced, in total, the sum of Fifty Thousand Dollars
($50,000), (the "Principal") to the Company in exchange for the Notes.
NOW THEREFORE, in consideration of the covenants contained herein, the above
recitals and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
The Lender hereby waives any and all interest payable in connection with the
Note and releases the Company from the liability to pay said interest to Lender.
The Principal amount of the Note will be converted into One Million (1,000,000)
shares of common stock of Skinvisible, Inc. at the rate of $0.05 per share. The
share certificate will be issued in the name Xxxx Family Trust. In addition,
the Company will issue a warrant agreement in the name of Xxxx Family Trust,
which will give the holder the right to purchase further shares at $0.30 per
share if exercised in year one, and $0.40 per share if exercised in year two.
The warrant agreement will give the holder the right to purchase one share for
every two shares acquired by the holder in this transaction for an aggregate
total of 500,000 additional shares at the above prices.
IN WITNESS WHEREOF, the parties, intending to be bound hereby, have executed
this Agreement as of the date first written above.
/s/ Xxxxxx X. Xxxx
____________________________________
By: Xxxxxx X. Xxxx
SKINVISIBLE, INC.
/s/ Xxxxx Xxxxxxx
____________________________________
By: Xxxxx Xxxxxxx, President
