EXHIBIT
      10.3

    


    EMPLOYMENT
      AGREEMENT

     

    This
      Employment Agreement made as of the 14th
      day of
      August, 2008.

     

    BETWEEN:

     

    SAMUEL
      S. ASCULAI

    of
      the
      City of Toronto

    in
      the
      Province of Ontario

     

    (hereinafter
      referred to as the “Executive”)

     

    -
      and
      -

     

    ENHANCE
      SKIN PRODUCTS INC.

    a
      corporation incorporated pursuant to the

    laws
      of
      the State of Nevada

     

    (hereinafter
      referred to as the “Corporation”)

     

    WHEREAS
      the Corporation is desirous of employing the Executive
      in the
      position of President and Chief Executive Officer of the
      Corporation;

     

    AND
      WHEREAS the parties hereto wish to confirm the terms and conditions relating
      to
      the Executive’s employment with the Corporation;

     

    NOW
      THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
      covenants contained herein, and other good and valuable consideration, the
      receipt and sufficiency of which are hereby acknowledged, it is hereby agreed
      as
      follows:

     

    ARTICLE
      1

    EMPLOYMENT
      AND DUTIES OF EXECUTIVE

     

    1.01 Employment
      of Executive: In accordance with the terms and conditions of this Agreement,
      the
      Corporation hereby employs the Executive and the Executive hereby accepts
      employment with the Corporation as its President and Chief Executive Officer.
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.02 Duties
      of
      Employment: The Executive shall have such duties typically associated with
      the
      titles of President and Chief Executive Officer and shall exercise such power
      and authority as may be commensurate with such duties. The Executive shall
      well
      and faithfully serve the Corporation and use his best efforts to promote the
      interests and goodwill of the Corporation during the term of his employment
      hereunder. The Executive shall devote his full time and energy to the
      Corporation and shall perform his duties and exercise such powers as may be
      consistent with the position of the Executive. Notwithstanding the foregoing
      or
      any other provision of this Agreement, it shall not be a breach or violation
      of
      this Agreement for the Executive to (a) serve on corporate (subject to prior
      approval of the Board of Directors of the Corporation (the “Board”)), civic or
      charitable boards or committees, or (b) deliver lectures, fulfill speaking
      engagements or teach at educational institutions, so long as such activities
      do
      not significantly interfere with or significantly detract from the performance
      of the Executive’s responsibilities to the Corporation in accordance with this
      Agreement. 

     

    1.03 Term:
      The
      initial term of employment of the Executive shall commence with effect from
      the
      date hereof and shall continue for a period of 10 years unless terminated in
      accordance with the provisions of this Agreement. At the end of the initial
      term, the term of employment of the Executive shall renew for successive two
      (2)
      year terms, subject to earlier termination in accordance with the terms of
      this
      Agreement, unless the Corporation or the Executive delivers written notice
      to
      the other at least six (6) months prior to the expiration date of the then
      current term of employment.

     

    1.04 
      Appointment: The Executive agrees to accept appointment to the Board of the
      Corporation.

     

    ARTICLE
      2

    REMUNERATION
      OF EXECUTIVE

     

    2.01 Base
      Salary: The Executive’s base salary shall be one hundred fifty thousand United
      States dollars (US $150,000) per
      annum
      payable in equal bi-weekly instalments, not in advance, exclusive of bonuses,
      benefits and other compensation, but subject to applicable statutory deductions
      (“Base Salary”). 

     

    2.02 Review:
      The Base Salary will be reviewed by the Board on an annual basis, and may,
      in
      the sole discretion of the Board, be increased.

     

    2.03 Bonus.
      During the term of this Agreement, the Executive shall be entitled to receive
      on
      a fiscal year basis a cash bonus (the “Bonus”) from the Corporation determined
      in the discretion of the Board, provided that such bonus shall not be less
      than
      two percent (2%) of the Corporation’s EBITDA. 

     

    2.04 Stock
      Option: At the sole discretion of the Board, the Executive may be granted
      options to purchase common shares in the capital of the Corporation in
      accordance with any Incentive Stock Option Plan, and the current practice of
      the
      Corporation with respect to specific terms. Notwithstanding the foregoing or
      any
      other provision of this Agreement, in each year of this Agreement, the Board
      shall grant to the Executive at least as many options with at least as
      favourable an exercise price as are granted to any other person or entity
      (together with their affiliates) in each year, The Executive understands and
      agrees that upon the termination of his employment by the Corporation, whether
      such termination occurs with or without notice and with or without just cause,
      then, all rights that the Executive may have otherwise had in respect of stock
      option(s) shall terminate effective as of and from one (1) year after the date
      on which the Executive receives notice of such termination.

     

    
      
        
        

      

      
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    ARTICLE
      3

    BENEFITS

     

    3.01 Vacation
      Entitlement: The Executive’s vacation entitlement shall be six (6) weeks in each
      year of employment. Any vacation time not taken by Executive during any calendar
      year may be carried forward for up to two (2) calendar years. In selecting
      such
      vacation time the Executive undertakes to consider the exigencies of his
      office.

     

    3.02 Insurance
      Benefits: The Executive shall be entitled to participate in any plan with
      respect to medical, dental and other benefits established by the Corporation.
      The Corporation agrees that the Executive’s benefits pursuant to any such plans
      shall be paid for by the Corporation to the extent that the Executive so
      desires. The Corporation shall procure directors and officers insurance and
      errors and omissions insurance both of which shall include the Executive as
      an
      insured.

     

    3.03 Life
      Insurance: The Executive agrees to co-operate with the Corporation in the event
      that it wishes to put into place insurance on his life or key-man insurance,
      provided that any premiums associated with such insurance shall be paid by
      the
      Corporation. 

     

    3.04 Other
      Expenses: The Executive shall be entitled to reimbursement for all travelling,
      entertainment and other expenses incurred by the Executive on behalf of the
      Corporation in the course of the performance of his duties, upon production
      of
      appropriate receipts and invoices, forthwith after review and
      approval.

    
       

      
        
          
          

        

        
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    3.05 Indemnity:.
      Subject to limitations imposed by law, the Corporation shall indemnify and
      hold
      harmless the Executive to the fullest extent permitted by law from and against
      any and all claims, damages, expenses (including reasonable attorneys’ fees),
      judgments, penalties, fines, settlements, and all other liabilities incurred
      or
      paid by him in connection with the investigation, defense, prosecution,
      settlement or appeal of any threatened, pending or completed action, suit or
      proceeding, whether civil, criminal, administrative or investigative and to
      which the Executive was or is a party or is threatened to be made a party by
      reason of the fact that the Executive is or was an officer, Executive or agent
      of the Corporation, or by reason of anything done or not done by the Executive
      in any such capacity or capacities, provided that the Executive acted in good
      faith, in a manner that was not grossly negligent or constituted willful
      misconduct and in a manner he reasonably believed to be in or not opposed to
      the
      best interests of the Company, and, with respect to any criminal action or
      proceeding, had no reasonable cause to believe his conduct was unlawful. The
      Corporation also shall pay any and all expenses (including reasonable attorney’s
      fees) incurred by the Executive as a result of the Executive being called as
      a
      witness in connection with any matter involving the Company and/or any of its
      officers or directors. The provisions of this Section 3.05 shall survive the
      termination or expiration of this Agreement. 

     

    3.06 Work
      Location and Facilities: Notwithstanding any current or future location of
      the
      Corporation’s headquarters or facilities, the Executive shall be located and
      perform his duties on a day to day basis from Toronto, Canada or such other
      city
      as the Executive chooses, provided that Executive agrees to travel as necessary
      from time to time to fulfil his duties. The Corporation shall furnish the
      Executive with a downtown office, a personal assistant (or other secretarial
      help) and services suitable to his position and adequate for the performance
      of
      his duties hereunder.

     

    ARTICLE
      4

    TERMINATION
      OF EMPLOYMENT

     

    4.01 Termination
      by Executive: The Executive may terminate his employment pursuant to this
      agreement by giving at least twelve (12) month’s advance notice in writing to
      the Corporation. 

     

    4.02 Termination
      with Cause: The Corporation may terminate the Executive’s employment without
      notice or payment in lieu thereof, for cause. In such event, the Executive
      shall
      be entitled to receive any amounts on account of Base Salary or expenses accrued
      and unpaid to the date of termination. For the purposes of this agreement
“cause” shall mean:

     

    
      	
              (a)

            	
              wilful
                misconduct or gross negligence by the Executive resulting, in either
                case
                in material economic harm to the Corporation;
                or

            


    

     

    
      	
              (b)

            	
              fraud,
                embezzlement or theft of a material nature by the Executive against
                the
                Corporation resulting in material economic harm to the
                Corporation.

            


    

    
       

      
        
          
          

        

        
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    An
      act or
      failure to act shall not be wilful if done by the Executive in good faith and
      with the reasonably held belief that such action or failure to act was in the
      best interest of the Corporation.

     

    4.03 Termination
      Without Cause: The Corporation may terminate the Executive’s employment pursuant
      to this agreement at its sole discretion and for any reason and upon such
      termination, the Executive shall be entitled to receive all accrued salary
      and
      pro-rata bonus plus a severance amount (the “Severance Amount”) equal to (a) two
      (2) times the Executive’s highest Base Salary, but in no event less than three
      hundred thousand United States dollars (US$300,000), plus (b) two (2) times
      the
      Executive’s highest Bonus. The Executive may elect to receive the Severance
      Amount in (i) one lump sum amount in which event such amount shall be payable
      within ten (10) business days of Executive’s termination; or (ii) twenty four
      (24) equal monthly instalments commencing on the first of the month following
      the Executive’s termination. The Corporation shall for a twenty four (24) month
      period following Executive’s termination, continue at its expense to maintain
      the Executive as a member of all insurance plans to which Executive is a member
      under Section 3.02 of this Agreement. Upon termination, all of the Executive’s
      entitlement to purchase common shares under existing stock options will
      immediately vest.

     

    4.04 Return
      of
      Materials: As soon as the Executive ceases to be an employee of the Corporation,
      the Executive shall immediately deliver to the Corporation all property of
      the
      Corporation in the possession of or directly or indirectly under the control
      of
      the Executive. The Executive agrees not to make for his personal or business
      use
      or that of any other party, reproductions or copies of any such property.


     

    4.05 Change
      of
      Control Payment: In the event of a Change of Control, as hereinafter defined,
      the Executive shall receive a lump sum payment equal to (a) two (2) times the
      Executive’s highest Base Salary, but in no event less than three hundred
      thousand United States dollars (US $300,000); plus (b) two (2) times the
      Executive’s highest Bonus. 

     

    For
      purposes of this Agreement, Change of Control shall mean:

     

    (i)
      Fifty
      percent or more of the Corporation’s voting stock shall be acquired by any
      person (other than the Executive) entity or affiliated group;

     

    (ii)
      A
      change to the majority control of the Board not approved by the
      Executive;

     

    (iii)
      Any
      merger, consolidation or business combination pursuant to which the Corporation
      is not the surviving corporation or fifty percent (50%) or more of the
      Corporation’s voting stock shall be owned or controlled by any person (other
      than the Executive), entity or affiliated group;

     

    (iv)
      A
      liquidation or dissolution of the Corporation; or

    
       

      (v)
        The
        sale of all or substantially all of the Corporation’s assets.

    

    
      
         

        
          
            
            

          

          
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    ARTICLE
      5

    CONFIDENTIAL
      INFORMATION

     

    5.01 Confidential
      Information: The Executive hereby agrees to maintain in confidence and not
      to
      disclose to any person, corporation, group or organization whatsoever, during
      the term of this Agreement and for a one year period thereafter, any information
      respecting the business affairs, prospects, operations or strategic plans
      respecting the Corporation or its affiliates or subsidiaries gained in the
      Executive’s capacity as an employee of the Corporation or otherwise, and not
      otherwise publicly available or disclosed.

     

    ARTICLE
      6

    NON-COMPETITION
      COVENANTS

     

    6.01 Representation:
      The Executive represents and agrees that his experience and capabilities are
      such that the provisions of this Article will not prevent him from earning
      a
      livelihood and that irreparable and substantial injury could befall the
      Corporation should the Executive violate this Article. The Executive and the
      Corporation agree that the Corporation is entitled to protect its business
      interest and that of its affiliates and subsidiaries from any unfair advantage
      taken by the Executive in the event of and subsequent to his termination under
      Article 4 herein, which unfair advantage includes but is not limited to engaging
      in any activity proscribed by Article 6.02.

     

    6.02 Solicitation:
      For a period of one year from the date of termination of this Agreement, the
      Executive shall refrain from interfering with the employment arrangements
      between the Corporation (or any of its affiliates or subsidiaries) and its
      employees and will not in any way solicit, recruit, hire, assist others in
      recruiting or hiring, or discuss employment with any employees of the
      Corporation or any of its affiliates or subsidiaries and the Executive shall
      refrain from soliciting, contracting with, making regular presentations to
      or
      otherwise being concerned with the customers of the Corporation or any of its
      affiliates or subsidiaries, or aid or abet any solicitation of employees or
      customers to transfer business from the Corporation or any of its affiliates
      or
      subsidiaries, to any other person or entity, provided that this prohibition
      shall not apply to advertising of a general nature, speaking or writing
      engagements for general publication or to similar activities and provided that
      this prohibition shall not preclude the Executive from providing services to
      existing clients of any new employer of the Executive.

     

    6.03 Time
      and
      Scope Reduction: The Executive agrees that if the period of time, geographical
      coverage or the scope of the restrictive covenant contained in this Article
      should be adjudged unreasonable in a proceeding before a court of competent
      jurisdiction, then the period of time shall be reduced by such number of months,
      or the coverage or scope shall be reduced, by elimination of such portion
      thereof deemed unreasonable, so that the covenant herein may be enforced in
      such
      coverage and scope and during such period of time as may be adjusted to be
      reasonable.

    
       

      
        
          
          

        

        
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    ARTICLE
      7

    MISCELLANEOUS
      PROVISION

     

    7.01 Amendment
      and Waiver: No amendment, modification or waiver of any provision of this
      Agreement or consent to any departure by the parties from any provision of
      this
      Agreement is effective unless it is in writing and signed by the parties and
      then the amendment, modification, waiver or consent is effective only in the
      specific instance and for the specific purpose for which it is
      given.

     

    7.02 Further
      Assurances: The Executive and the Corporation shall do, execute, acknowledge
      and
      deliver or cause to be done, executed, acknowledged and delivered such further
      acts and documents as shall be reasonably required to accomplish the intention
      of this Agreement.

     

    7.03 Applicable
      Law and Jurisdiction: This Agreement and all of the rights and obligations
      arising herefrom shall be interpreted and applied in accordance with the laws
      of
      the Province of Ontario and the courts of the Province of Ontario shall have
      exclusive jurisdiction to determine all disputes relating to the Agreement
      and
      all of the rights and obligations created hereby. The Executive and the
      Corporation hereby irrevocably attorn to the jurisdiction of the courts of
      the
      Province of Ontario.

     

    7.04 Other
      Provisions: At all times while engaged by the Corporation, the Executive will
      at
      his own expense maintain a valid passport. The Executive acknowledges that
      as a
      condition of his engagement he will be required to travel to various locations
      worldwide from time to time to carry out his duties on behalf of the
      Corporation.

     

    7.05 Prohibitive
      Provisions: In the event that any provision or any part of any provision is
      deemed to be invalid by reason of the operation of any law or by reason of
      the
      interpretation placed thereon by a court, this Agreement shall be construed
      as
      not containing such provision or part of such provisions and the invalidity
      of
      such provision or such part shall not affect the validity of any other provision
      or the remainder of such provision hereof. All other provisions thereof which
      are otherwise lawful and valid shall remain in full force and
      effect.

     

    7.06 Notice
      Provisions:

     

    
      	
              (a)

            	
              Except
                as otherwise expressly provided herein, all notices shall be in writing
                and either delivered personally or by registered or certified mail,
                telex,
                telegram cable or telecopier. In the case of the Corporation, notice
                shall
                be at the Corporation’s office at 100 King Street West, 37th
                Floor, Toronto, ON M5X 1C9. In the case of the Executive, notice
                shall be
                delivered to the most current address of his residence on file with
                the
                Corporation.

            


    

     

    
      	
              (b)

            	
              Any
                notice which is delivered personally shall be effective when delivered
                and
                any notice which is delivered by telex, telecopier, cable or telegram
                shall be effective on the business day following the day of
                sending.

            


    

    
       

      
        
          
          

        

        
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              (c)

            	
              Any
                notice given by telex, telecopier, cable or telegram shall immediately
                be
                confirmed by registered or certified
                mail.

            


    

     

    7.07 Entire
      Agreement: This agreement supersedes all prior agreements, oral or written,
      between the parties hereto with respect to the subject-matter hereof. This
      agreement contains the final and entire understanding and agreement between
      the
      parties hereto with respect to the subject-matter hereof, and they shall not
      be
      bound by any terms, conditions, statements, covenants, representations, or
      warranties, oral or written, not herein contained with respect to the
      subject-matter hereof.

     

    7.08 Independent
      Legal Advice: The Executive acknowledges that he has read and understands this
      agreement, and acknowledges that he has had the opportunity to obtain
      independent legal advice with respect to it.

     

    7.09 Binding
      Effect: This Agreement and all of its provisions shall enure to the benefit
      of
      and be binding upon the parties, the successors and assigns of the Corporation
      and to the heirs, executors and administrators of the Executive.

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF the parties here have caused this Agreement to be executed
      and
      delivered as of the date first above written.

     

    
      
        	
                SIGNED,
                  SEALED AND DELIVERED

              	 	
                )

              	 
	
                in
                  the presence of:

              	 	
                )

              	 
	  	 	
                )

              	 
	  	 	
                )

              	 
	  	 	
                )

              	 
	
                 
                  

              	 	
                )

              	
                /s/
                  Samuel S. Asculai

              
	
                (Witness)

              	 	
                )

              	
                Samuel
                  S. Asculai

              


      

       

      
        	
                ENHANCE
                  SKIN PRODUCTS INC.

              
	 
	
                Per:

              	
                /s/
                  Christopher Hovey

              
	 	
                Name:
                  Christopher Hovey

              
	 	
                Title:
                  Chief Operating Officer and Vice

              
	 	
                  
                  President of Sales

              


      

       

      
        
          
          

        

        
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