LOAN CONVERSION AGREEMENT
THIS LOAN CONVERSION AGREEMENT (the "AGREEMENT") is entered into as of June 6,
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 three (3) Promissory Notes between the Company and
Lender dated April 8, 2002, April 30, 2002, and May 28, 2002 (the "Notes").
WHEREAS, the Lender advanced, in total, the sum of One Hundred Fifty Thousand
Dollars ($150,000), (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
Notes and releases the Company from the liability to pay said interest to
Lender.
The Principal amount of the Notes will be converted into Three Million
(3,000,000) 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 One Million Five Hundred Thousand (1,500,000) 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.
____________________________________
By: Xxxxxx X. Xxxx
SKINVISIBLE, INC.
____________________________________
By: Xxxxx Xxxxxxx, President
13
