ex101


    SEPARATION
      AGREEMENT AND RELEASE

    


    THIS
      SEPARATION AGREEMENT AND RELEASE (the “Agreement”) is made and entered into by
      and between Parrish Medley (“Employee”) and Davi Skin, Inc. on behalf of itself
      and all of its subsidiaries, affiliates, divisions, predecessors, successors
      and
      assigns (hereinafter referred to collectively as the “Company””).

     

    In
      consideration of the premises and mutual promises herein contained, it is agreed
      by and between Employee and the Company as follows:

     

    1.  Termination
      Date and Resignation:
      Employee agrees that his employment with the Company terminated as of March
      17,
      2006 (the “Effective Date”). In consideration of these premises, Employee agrees
      that from and after the Effective Date, he will no longer be, nor hold himself
      out as, an employee or agent of the Company. In addition, Employee resigns
      as a
      director of the Company effective immediately. Employee further agrees that
      as
      of this date, he is not owed any money from the Company other than provided
      herein.

     

    2.  Consulting
      Payment:
      As and
      for Employee’s continued consulting services over the next six months, the
      Company shall pay to the Employee the total sum of $80,000.00 upon execution
      of
      this Agreement
      in one
      lump sum as an independent contractor to the Company providing on going advice
      and support with investors on an as needed basis.

     

    3.  Insurance
      Benefits:
      Employee will be eligible pursuant to COBRA for continued health insurance
      coverage at his own expense for up to eighteen (18) months following the
      Effective Date. If Employee elects to continue his health insurance


     

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

     

    coverage
      pursuant to COBRA, he must make appropriate payments to the Company for the
      cost
      of same in a timely manner so as to be received by the Company in sufficient
      time so as to allow the Company to make the timely necessary payments to the
      carrier. 

     

    4.  Full
      Discharge of Obligations:
      Employee understands and agrees that he is not entitled to, and will not
      receive, any payments or benefits of any kind from the Company other than those
      set forth herein above. In addition, Employee understands and agrees that after
      the Effective Date, he will not accrue any further benefits under any of the
      Company’s applicable plans. 

     

    5. 
Release:
      In
      consideration for all the covenants provided herein, Employee and the Company
      hereby forever release and discharge each other and each of their predecessors,
      successors, assigns, partners, members, officers, managers, employees,
      representatives, attorneys, agents, divisions, subsidiaries, affiliates (and
      past and present partners, members, shareholders, officers, managers, employees,
      agents, representatives and attorneys of such divisions, subsidiaries, and
      affiliates), and all persons acting by, through, under or in concert with any
      of
      them, from any and all charges, complaints, claims, liabilities, obligations,
      promises, agreements, controversies, damages, actions, causes of action, suits,
      rights, demands, costs, losses, debts and expenses (including attorneys’ fees
      and costs actually incurred) of any nature whatsoever, in law or equity, known
      or unknown, suspected or unsuspected, that either party, their successors,
      agents, executors, administrators, or assigns, ever had, now has or hereafter
      can, shall or may have, for, upon, or by reason of any matter, cause or thing
      whatsoever through the date of this Agreement, including but not limited to,
      any


     

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

     

    claims
      arising out of Employee’s employment by the Company and the cessation of such
      employment, including any claims for unpaid wages, back pay, commissions,
      bonuses, incentive pay, vacation pay, legal fees, severance or other
      compensation, or any claims arising under any contracts, express or implied,
      or
      any covenant of good faith and fair dealing, express or implied, or any tort,
      including without limitation intentional infliction of emotional distress,
      defamation, fraud and breach of duty, or any legal restrictions on the Company’s
      right to terminate employees, and any federal, state or other governmental
      statute, regulation, or ordinance, including without limitation: Title VII
      of
      the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967,
      the New York State and New York City Human Rights Laws, the Americans With
      Disabilities Act, the Equal Pay Act, the Employee Retirement Income Security
      Act, and the Rehabilitation Act of 1973; provided, however, that the foregoing
      does not affect any right to file an administrative charge with the Equal
      Employment Opportunity Commission (“EEOC”), subject to the restriction that if
      any such charge is filed, Employee agrees not to violate the
      confidentiality provisions of this Agreement and Employee further agrees
      and covenants that should he or any other person, organization, or other
      entity file, charge, claim, sue or cause or permit to be filed any charge with
      the EEOC, civil action, suit or legal proceeding against the Company involving
      any matter occurring at any time in the past, Employee will not seek or
      accept any personal relief (including, but not limited to, monetary award,
      recovery, relief or settlement) in such charge, civil action, suit or
      proceeding.

     

    6.  No
      Actions:
      Employee, for himself, his issue, heirs, representatives, 

     

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

     

    successors,
      agents, executors, administrators or assigns, hereby covenants and represents
      that he has not instituted, and will not institute, any complaints, claims,
      charges or lawsuits, with any governmental agency or any court or other
      tribunal, against the Company, by reason of any claim present or future, known
      or unknown, arising from or related in any way to his employment with the
      Company or the termination of such employment, or any relationship, association,
      or transaction to date between the parties hereto or any of their predecessors
      or their respective agents, employees or officers. The Company, for itself,
      its
      agents and management hereby covenants and represents that it has not
      instituted, and will not institute, any complaints, claims, charges or lawsuits,
      with any governmental agency or any court or other tribunal, against Employee,
      by reason of any claim present or future, known or unknown, arising from or
      related in any way to his employment with the Company or the termination of
      such
      employment, or any relationship, association, or transaction to date between
      the
      parties hereto or any of their predecessors or their respective agents,
      employees or officers. This covenant shall not apply to actions for breach
      of
      this Agreement. 

     

    7.  Confidentiality:
      In
      consideration of the above-described payments and benefits, Employee further
      agrees to the following: Employee recognizes that any knowledge or information
      of any type whatsoever of a confidential nature relating to the business of
      the
      Company or any of its subsidiaries, divisions or affiliates, including, without
      limitation, all types of trade secrets, client lists or information, employee
      lists or information, information regarding product development, marketing
      plans, management 

     

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

     

    organization,
      operating policies or manuals, performance results, business plans, financial
      records, or other financial, commercial, business or technical information
      and
      agreements (collectively “Confidential Information”), must be protected as
      confidential, not copied, disclosed or used other than for the benefit of the
      Company at any time unless and until such knowledge or information is in the
      public domain through no wrongful act by Employee. Employee further agrees
      not
      to divulge to anyone (other than the Company), publish or make use of any such
      Confidential Information without the prior written consent of the Company,
      except by an order of a court having competent jurisdiction or under subpoena
      from an appropriate government agency. 

     

    8.  Return
      of Company Property:
      As of
      the Effective Date, Employee will return to the Company all confidential
      information, files, memoranda and records, cardkey passes, door and file keys,
      computer access codes, software and other property, which he received, acquired
      or prepared in connection with his employment with the Company, and Employee
      will not retain any copies, duplicates, reproductions or excerpts thereof.
      Employee will vacate the offices of the Company no later than 5:00 PM March
      22,
      2006, provided that the Company has arranged in writing to have Employee removed
      from all liability under the existing lease of the Company’s premises, or
      alternatively has deposited $33,333 with the Company’s securities counsel with
      irrevocable instructions to hold the funds in trust until Employee is no longer
      liable on the lease and then to return the funds to the Company as it directs;
      or, in the event the Company defaults on the lease and Employee becomes liable
      thereon, to use the funds to pay any such liability on Employee’s
      behalf.

     

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

     

    9.  Non-Disparagement:
      Employee agrees not to disparage, or make any disparaging remark or send any
      disparaging communications concerning, the Company, its reputation, its
      business, and/or its directors, partners, members, officers, managers,
      shareholders and employees, and likewise the Company’s senior management agrees
      not to disparage, or make any disparaging remark or send any disparaging
      communications concerning Employee his reputation and/or his business.


     

    10. 
Rule
      of Ambiguities:
      It is
      agreed and understood that the general rule that ambiguities are to be construed
      against the drafter shall not apply to this Agreement. In the event that any
      language in this Agreement is found or claimed to be ambiguous, each party
      shall
      have the same opportunity to present evidence as to the actual intent of the
      parties with respect to any such ambiguous language without any inference or
      presumption being drawn against the drafter. In the event that one or more
      of
      the provisions of this Agreement shall become invalid, illegal or unenforceable
      in any respect, the validity, legality and enforceability of the remaining
      provisions contained herein shall not be affected thereby.

     

    11.  Non-Admission
      of Liability:
      This
      Agreement is not, and shall not in any way be construed as, an admission by
      the
      Company that it has acted wrongfully with respect to Employee or any other
      person, or that Employee has any rights whatsoever against the Company except
      as
      set forth herein, and the Company specifically disclaims any liability to or
      wrongful acts against Employee or any other person, on the part of itself,
      its
      employees or its agents.

     

    12.  Representation:
      Employee acknowledges that he was advised by the 

     

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

     

    Company
      to consult with an attorney of his own choosing concerning the waivers contained
      in this Agreement, and that the waivers Employee has made herein are knowing,
      conscious and with full appreciation that Employee is forever foreclosed from
      pursuing any of the rights so waived.

    
       
13.  No
      Modification:
      No
      waiver or modification of this Agreement or any term hereof shall be binding
      unless it is in writing and signed by the parties hereto or their expressly
      authorized representatives.

     

    14.  Choice
      of Law:
      This
      Agreement shall be construed in accordance with the laws of the State of
      California and Employee agrees to submit to the exclusive jurisdiction of the
      state and/or federal courts located within the State of California for the
      resolution of any dispute which may arise hereunder. The Company and Employee
      each hereby waive, as against the other, trial by jury in any judicial
      proceeding to which they are both parties involving, directly or indirectly,
      any
      matter in any way arising out of, related to or connected with this
      Agreement.

     

    15.  Injunctive
      Relief:
      Employee agrees and acknowledges that the Company will be irreparably harmed
      by
      any breach, or threatened breach, by him of Paragraph 7 of this Agreement and
      that monetary damages would be grossly inadequate. Accordingly, he agrees that
      in the event of a breach, or threatened breach, by him of this Agreement the
      Company shall be entitled to apply for immediate injunctive or other preliminary
      or equitable relief, as appropriate, in addition to all other remedies available
      at law and equity.

     

    16.  Non-Compete,
      Non-Solicit: As
      material inducement for the Company to 

     

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

     

    enter
      into this Agreement and to give Employee the payments and benefits described
      above, Employee who is still a shareholder of the Company agrees that for the
      either the period of the time he is a shareholder of the Company or two (2)
      years from this Agreement, whichever period is longer (the "Restricted Period")
      Employee will not i) either as a principal, director, employee or consultant
      of
      another entity compete with the Company, ii) will not solicit or attempt to
      solicit from the Company any employee of the Company who was an employee during
      this restricted period 

     

    17.  No
      Disclosure:
      Employee agrees not to disclose to anyone, other than his immediate family,
      accountant and attorney, the existence of this Agreement, the circumstances
      surrounding it, its terms, conditions or negotiation, including the dollar
      amounts set forth herein, and then only upon their express agreement not to
      disclose such subject matter to another person, except as required by
      law.

     

    18.  Entire
      Agreement:
      This
      Agreement sets forth the entire agreement between the parties hereto, and fully
      supersedes and replaces any and all prior agreements or understandings (whether
      oral or written) between the parties hereto pertaining to the subject matter
      hereof. Employee acknowledges and agrees that in signing this Agreement he
      has
      not relied upon any representation, promise or inducement that is not expressly
      set forth in this Agreement.

     

    19.  Voluntary
      Execution:
      Employee hereby acknowledges that he has read and that he understands the
      foregoing Agreement and that he has affixed his signature hereto voluntarily
      and
      without coercion.

     

    20.  Consultant
      Services: Employee
      shall upon the Company's request during 

     

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

     

    the
      2
      months following the execution of this Agreement, assist and cooperate with
      the
      Company in regard to Employee's termination and transition of responsibilities
      and projects. Employee will make himself reasonably available to the Company,
      on
      reasonable notice to the Employee for such services, for an amount of time
      equal
      up to no more than 20 hours per month over the 6 month period following the
      Effective Date. Employee shall be compensated as provided above.

     

    PLEASE
      READ CAREFULLY. THIS SEPARATION AGREEMENT AND RELEASE INCLUDES A RELEASE OF
      ALL
      KNOWN AND UNKNOWN CLAIMS.

     

    
      
        	
                Executed,
                  this 21st day 

                of
                  March, 2006

              	
                /s/
                  Parrish Medley

                PARRISH
                  MEDLEY

                 

                 

                 

              
	
                Executed,
                  this 23rd day

                of
                  March, 2006

              	DAVI
                SKIN INC. 
                


                By: /s/
                  Joseph Spellman

                JOSEPH
                  SPELLMAN

              


      

       

      No:
        1367551