Inclusion Criteria:  Be a female in general good health, based on medical history reported by the subject; From thirty (30) to sixty-five (65) years of age, inclusive; Fitzpatrick skin types IV, V or VI; Have mild to moderate skin tone evenness (a score of 3-6); Willing to avoid excessive solar or UV exposure including: minimizing direct sun exposure and avoiding tanning beds and sunless tanning products for the duration of the study; Willing to cleanse the face and remove all facial and all eye make-up prior to (or upon arrival) every study visit; Willing to use no other topical products on the face for the duration of the study except the assigned test product and the subject's regular brand(s) of non-medicated make-up products that do not contain salicylic acid, benzoyl peroxide, AHA's, retinol, or their analogs or derivatives; Willing to refrain from using exfoliating products for the duration of the study; Not make any changes to her usual skin care regimen while participating in this study, other than those required by the study protocol; Willing and able to follow all study instructions and adhere to study restrictions; Read and sign an IRB approved informed consent form after the nature of the study has been fully explained and all questions have been answered by site staff; Female subjects determined to be of child-bearing potential must indicate that they are not pregnant and/or lactating, nor do they intend to become pregnant during their study participation; Female subjects determined to be of child-bearing potential must agree to practice a medically acceptable form of birth control during the study;  Medically acceptable forms of birth control that may be used by the subject and/or his/her partner include:  Established use of hormonal methods of contraception (oral, injected, implanted, patch or vaginal ring) Barrier methods of contraception (condom or diaphragm) Intrauterine device or system (IUD/IUS) Surgical sterilization (vasectomy, hysterectomy, tubal occlusion, uterine ablation) Abstinence from heterosexual intercourse, when this is in line with the preferred and usual lifestyle of the subject. Periodic abstinence is not an acceptable method of contraception  Exclusion Criteria:  Has participated in any other clinical facial use study within four (4) weeks from the start of the study; Has received any type of skin treatment or procedure in the past 3 (3) months including: chemical peels, microdermabrasion, injection of collagen or other filler, Botox® injections, or any treatment involving heat, light, or RF energy; Is currently under a physician's care for a medical problem that, in the opinion of the Investigator or his designee, could affect the subject's treatment response; Is nursing, pregnant, or planning a pregnancy during the course of this study; Has excessive facial hair, or scars which could interfere with study evaluation in the opinion of the Investigator; Is taking any prescription or over-the-counter medication that, in the opinion of the Investigator or his designee, could affect the subject's treatment response; Has any other condition that, in the opinion of the Investigator or his designee, could interfere with the subject's ability to use the treatment as instructed, alter treatment response, or affect their ability to complete the study.