SUBSCRIPTION
      AGREEMENT


    


    ENHANCE
      SKIN PRODUCTS INC.

    


    Please
      review, sign on page S-1, and return to:

    


    ENHANCE
      SKIN PRODUCTS INC.

    695
      South Colorado Boulevard, Suite 480

    Denver,
      Colorado 80246



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SECURITIES
      PURCHASE AGREEMENT

     

    This
      Securities Purchase Agreement (this “Agreement”)
      is
      dated as of August 14, 2008, by and among Enhance Skin Products Inc., a Nevada
      corporation (the “Company”),
      and
      the purchasers identified on the signature pages hereto (each a “Purchaser”
and
      collectively the “Purchasers”);
      and

     

    WHEREAS,
      subject to the terms and conditions set forth in this Agreement and pursuant
      to
      Section 4(2) of the Securities Act (as defined below), and Rule 506 promulgated
      thereunder, the Company desires to issue and sell to the Purchasers, and each
      Purchaser, severally and not jointly, desires to purchase from the Company,
      up
      to an aggregate of $1,500,000 of Units of the Company’s Common Stock and
      Warrants, as more fully described in this Agreement;

     

    NOW,
      THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement,
      and for other good and valuable consideration the receipt and adequacy of which
      are hereby acknowledged, the Company and each Purchaser agrees as
      follows:

     

    ARTICLE
      I.

    DEFINITIONS

     

    1.1 Definitions.
      In
      addition to the terms defined elsewhere in this Agreement, for all purposes
      of
      this Agreement, the following terms have the meanings indicated in this Section
      1.1:

     

    “Affiliate”
means
      any Person that, directly or indirectly through one or more intermediaries,
      controls or is controlled by or is under common control with a Person, as such
      terms are used in and construed under Rule 144. With respect to a Purchaser,
      any
      investment fund or managed account that is managed on a discretionary basis
      by
      the same investment manager as such Purchaser will be deemed to be an Affiliate
      of such Purchaser.

     

    “Business
      Day”
means
      any day except Saturday, Sunday and any day which shall be a federal legal
      holiday or a day on which banking institutions in the State of New York are
      authorized or required by law or other governmental action to
      close.

     

    “Closing”
means
      the closing of the purchase and sale of the Units pursuant to Section
      2.2.

     

    “Closing
      Date”
means
      the date of a Closing.

     

    “Commission”
means
      the Securities and Exchange Commission.

     

    “Common
      Stock”
means
      the common stock of the Company, $0.001 par value per share, and any securities
      into which such common stock may hereafter be reclassified. 

     

    “Material
      Adverse Effect”
shall
      have the meaning ascribed to such term in Section 3.1(b).

     

    “Maximum
      Offering Amount”
shall
      have the meaning ascribed to such term in Section 2.1.

     

    “Per
      Unit Purchase Price”
means
      $2.00 per Unit, subject to adjustment for reverse and forward stock splits,
      stock dividends, stock combinations and other similar transactions of the Common
      Stock that occur after the date of this Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “Person”
means
      an individual or corporation, partnership, trust, incorporated or unincorporated
      association, joint venture, limited liability company, joint stock company,
      government (or an agency or subdivision thereof) or other entity of any
      kind.

     

    “Purchase
      Agreement”
shall
      have the meaning ascribed to such term in Section 3.1(g).

     

    “Rule
      144,”
means
      Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
      Rules may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule. 

     

    “Securities”
means
      the Units, the Shares, the Warrants and the Warrant Shares.

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended.

     

    “Shares”
means
      the shares of Common Stock issued or issuable to each Purchaser pursuant to
      this
      Agreement other than the shares of Common Stock issuable pursuant to Section
      4.9.

     

    “Subscription
      Amount”
means,
      as to each Purchaser and the Closing, the amounts set forth below such
      Purchaser’s signature block on the signature page hereto, in United States
      dollars and in immediately available funds.

     

    “Transaction
      Documents”
means
      this Agreement, the Warrants and any other documents or agreements executed
      in
      connection with the transactions contemplated hereunder.

     

    “Units”
      means
      the units of the Company, each consisting of two shares of Common Stock and
      one
      Warrant.

     

    “Warrants”
means
      the Common Stock Purchase Warrants, in the form of Exhibit A,
      issuable to the Purchasers at the Closing, exercisable as set forth therein
      and
      at an exercise price equal to $1.40 per share, subject to adjustment
      therein.

     

    “Warrant
      Shares”
means
      the shares of Common Stock issuable upon exercise of the Warrants.

     

    ARTICLE
      II.

    PURCHASE
      AND SALE

     

    2.1 Purchase
      and Sale. At
      the
      Closing (as defined below), the Purchasers shall purchase, severally and not
      jointly, and the Company shall issue and sell, in the aggregate, up to
      $1,500,000 (the “Maximum Offering Amount”) of Units. Each Purchaser shall
      purchase from the Company, and the Company shall issue and sell to each
      Purchaser, a number of Units equal to such Purchaser’s Subscription Amount
      divided by the Per Unit Purchase Price. 

     

    2.2 Closing. The
      Closing (the “Closing”) is expected to be on the date hereof. 

     

    (a) Upon
      satisfaction of the conditions set forth in Section 2.3, the Closing shall
      occur
      at the offices of the Company, or such other location as the parties shall
      mutually agree.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (b) Purchaser
      understands and acknowledges that this Agreement is part of a proposed placement
      by the Company of up to the Maximum Offering Amount. No minimum amount of
      Securities must be sold before a Closing may take place. 

     

    2.3 Closing
      Conditions.

     

    (a) At
      Closing, the Company shall deliver or cause to be delivered to each Purchaser
      the following:

     

    (i) this
      Agreement duly executed by the Company;

     

    (ii) certificates
      evidencing the number of Shares and Warrants equal to such Purchaser’s
      Subscription Amount divided by the Per Unit Purchase Price, registered in the
      name of such Purchaser; and

     

    (b) At
      or
      prior to the Closing each Purchaser shall deliver or cause to be delivered
      to
      the Company the following:

     

    (i) this
      Agreement duly executed by such Purchaser; and

     

    (ii) such
      Purchaser’s Subscription Amount by wire transfer or check to the account of the
      Company.

     

    (c) All
      representations and warranties of the other party contained herein shall remain
      true and correct as of the Closing Date.

     

    ARTICLE
      III.

    REPRESENTATIONS
      AND WARRANTIES

     

    3.1 Representations
      and Warranties of the Company. Except
      as
      set forth in the SEC Reports or under the corresponding section of the
      Disclosure Schedules delivered concurrently herewith, the Company hereby makes
      the following representations and warranties as of the date hereof and as of
      the
      Closing Date to each Purchaser:

     

    (a) Organization
      and Qualification.
      The
      Company is an entity duly incorporated or otherwise organized, validly existing
      and in good standing under the laws of the jurisdiction of its incorporation
      or
      organization (as applicable), with the requisite power and authority to own
      and
      use its properties and assets and to carry on its business as currently
      conducted. The Company is not in violation of any of the provisions of its
      certificate or articles of incorporation, bylaws or other organizational or
      charter documents. The Company is duly qualified to conduct business and is
      in
      good standing as a foreign corporation or other entity in each jurisdiction
      in
      which the nature of the business conducted or property owned by it makes such
      qualification necessary, except where the failure to be so qualified or in
      good
      standing, as the case may be, would not have or reasonably be expected to result
      in (i) a material adverse effect on the legality, validity or enforceability
      of
      any Transaction Document, (ii) a material adverse effect on the results of
      operations, assets, business or financial condition of the Company and the
      Subsidiaries, taken as a whole, or (iii) adversely impair the Company’s ability
      to perform in any material respect on a timely basis its obligations under
      any
      Transaction Document (any of (i), (ii) or (iii), a “Material
      Adverse Effect”).


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (b) Authorization;
      Enforcement.
      The
      Company has the requisite corporate power and authority to enter into and to
      consummate the transactions contemplated by each of the Transaction Documents
      and otherwise to carry out its obligations thereunder. The execution and
      delivery of each of the Transaction Documents by the Company and the
      consummation by it of the transactions contemplated thereby have been duly
      authorized by all necessary action on the part of the Company and no further
      action is required by the Company in connection therewith. Each Transaction
      Document has been (or upon delivery will have been) duly executed by the Company
      and, when delivered in accordance with the terms hereof, will constitute the
      valid and binding obligation of the Company enforceable against the Company
      in
      accordance with its terms except (i) as limited by applicable bankruptcy,
      insolvency, reorganization, moratorium and other laws of general application
      affecting enforcement of creditors’ rights generally and (ii) as limited by laws
      relating to the availability of specific performance, injunctive relief or
      other
      equitable remedies.

     

    (c) No
      Conflicts.
      The
      execution, delivery and performance of the Transaction Documents by the Company
      and the consummation by the Company of the transactions contemplated thereby
      do
      not and will not (i) conflict with or violate any provision of the Company’s
      certificate or articles of incorporation, bylaws or other organizational or
      charter documents, or (ii) conflict with, or constitute a default (or an event
      that with notice or lapse of time or both would become a default) under, or
      give
      to others any rights of termination, amendment, acceleration or cancellation
      (with or without notice, lapse of time or both) of, any agreement, credit
      facility, debt or other instrument (evidencing a Company debt or otherwise)
      or
      other understanding to which the Company is a party or by which any property
      or
      asset of the Company is bound or affected, or (iii) result in a violation of
      any
      law, rule, regulation, order, judgment, injunction, decree or other restriction
      of any court or governmental authority to which the Company is subject
      (including federal and state securities laws and regulations), or by which
      any
      property or asset of the Company is bound or affected; except in the case of
      each of clauses (ii) and (iii), such as would not have or reasonably be expected
      to result in a Material Adverse Effect.

     

    (d) Filings,
      Consents and Approvals.
      The
      Company is not required to obtain any consent, waiver, authorization or order
      of, give any notice to, or make any filing or registration with, any court
      or
      other federal, state, local or other governmental authority or other Person
      in
      connection with the execution, delivery and performance by the Company of the
      Transaction Documents, other than (a) such as have already been obtained or
      such
      exemptive filings as are required to be made under applicable securities laws
      and (b) such other filings as may be required following the Closing Date under
      the Securities Act, the Exchange Act and corporate law.

     

    (e) Issuance
      of the Securities.
      The
      Securities are duly authorized and, when issued and paid for in accordance
      with
      the Transaction Documents, will be duly and validly issued, fully paid and
      nonassessable. The Company has reserved from its duly authorized capital stock
      the maximum number of shares of Common Stock issuable pursuant to this Agreement
      and the Warrants.

     

    3.2 Representations
      and Warranties of the Purchasers. Each
      Purchaser hereby, for itself and for no other Purchaser, represents and warrants
      as of the date hereof and as of the Closing Date to the Company as
      follows:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (a) Organization;
      Authority.
      Such
      Purchaser is an entity duly organized, validly existing and in good standing
      under the laws of the jurisdiction of its organization with full right,
      corporate or partnership power and authority to enter into and to consummate
      the
      transactions contemplated by the Transaction Documents and otherwise to carry
      out its obligations thereunder. The execution, delivery and performance by
      such
      Purchaser of the transactions contemplated by this Agreement has been duly
      authorized by all necessary corporate action on the part of such Purchaser.
      Each
      Transaction Document to which it is party has been duly executed by such
      Purchaser, and when delivered by such Purchaser in accordance with terms hereof,
      will constitute the valid and legally binding obligation of such Purchaser,
      enforceable against it in accordance with its terms. 

     

    (b) Investment
      Intent.
      Such
      Purchaser understands that the Securities are “restricted securities” and have
      not been registered under the Securities Act or any applicable state securities
      law and is acquiring the Securities as principal for its own account for
      investment purposes only and not with a view to or for distributing or reselling
      such Securities or any part thereof, has no present intention of distributing
      any of such Securities and has no arrangement or understanding with any other
      persons regarding the distribution of such Securities (this representation
      and
      warranty not limiting such Purchaser’s right to sell the Securities pursuant to
      the Registration Statement or otherwise in compliance with applicable federal
      and state securities laws). Such Purchaser does not have any agreement or
      understanding, directly or indirectly, with any Person to distribute any of
      the
      Securities.

     

    (c) Purchaser
      Status.
      At the
      time such Purchaser was offered the Securities, it was, and at the date hereof
      it is an “accredited investor” as defined in Rule 501(a) under the Securities
      Act. Such Purchaser is not required to be registered as a broker-dealer under
      Section 15 of the Exchange Act. 

     

    (d) Experience
      of such Purchaser.
      Such
      Purchaser, either alone or together with its representatives, has such
      knowledge, sophistication and experience in business and financial matters
      so as
      to be capable of evaluating the merits and risks of the prospective investment
      in the Securities, and has so evaluated the merits and risks of such investment.
      Such Purchaser is able to bear the economic risk of an investment in the
      Securities and, at the present time, is able to afford a complete loss of such
      investment.

     

    (e) General
      Solicitation.
      Such
      Purchaser is not purchasing the Securities as a result of any advertisement,
      article, notice or other communication regarding the Securities published in
      any
      newspaper, magazine or similar media or broadcast over television or radio
      or
      presented at any seminar or any other general solicitation or general
      advertisement.

     

    (f) Access
      to Information.
      Such
      Purchaser acknowledges that it has reviewed the Transaction Documents and is
      familiar with and understands the terms of the Offering and has been afforded
      (i) the reasonable opportunity to ask such questions as it has deemed necessary
      of, and to receive answers from, representatives of the Company concerning
      the
      terms and conditions of the offering of the Securities and the merits and risks
      of investing in the Securities; (ii) access to information about the Company
      and
      the Subsidiaries and their respective financial condition, results of
      operations, business, properties, management and prospects sufficient to enable
      it to evaluate its investment; and (iii) the opportunity to obtain such
      additional information that the Company possesses or can acquire without
      unreasonable effort or expense that is necessary to make an informed investment
      decision with respect to the investment. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (g) International
      Actions.
      Such
      Purchaser acknowledges, represents and agrees that no action has been or will
      be
      taken in any jurisdiction outside the United States by the Company
      or any
      other agent on behalf of such Purchaser that would permit an offering of the
      Securities, or possession or distribution of offering materials in connection
      with the issue of the Securities, in any jurisdiction outside the United States.
      If such Purchaser is located outside the United States, it has or will take
      all
      actions necessary for the sale of the Securities to comply with all applicable
      laws and regulations in each foreign jurisdiction in which it purchases, offers,
      sells or delivers Securities or has in its possession or distributes any
      offering material, in all cases at its own expense.

     

    (h) Registration
      Required.
      Such
      Purchaser hereby covenants with the Company not to make any sale of the Shares,
      the Warrants and the Warrant Shares without complying with the provisions
      hereof, and such Purchaser acknowledges that the certificates evidencing the
      Shares will be imprinted with a legend that prohibits their transfer, except
      in
      accordance therewith, as set forth below:

     

    THE
      SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD,
      TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (i) PURSUANT
      TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT
      (OR
      ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES),
      OR
      (iii) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH ACT
AS
      EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
      SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

     

    (i) No
      Tax
      or Legal Advice.
      Purchaser has carefully considered and has discussed with Purchaser’s legal,
      tax, accounting and financial advisors, to the extent Purchaser has deemed
      necessary, the suitability of this investment and the transactions contemplated
      by this Agreement for the Purchaser’s particular federal, state, local and
      foreign tax and financial situation and has independently determined that this
      investment and the transactions contemplated by this Agreement are a suitable
      investment for Purchaser. Purchaser has relied solely on such advisors and
      not
      on any statement or representation of the Company or any of its agents. Such
      Purchaser understands that nothing in this Agreement, any other Transaction
      Document or any other materials presented to such Purchaser in connection with
      the purchase and sale of the Securities constitutes legal, tax or investment
      advice. Purchaser understands that Purchaser (and not the Company) shall be
      responsible for Purchaser’s own tax liability that may arise as a result of this
      investment or the transactions contemplated by this Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (j) Placement
      Fee. Such
      Purchaser represents and warrants that, other than the fee payable to Phoenix
      Alliance Corp., no finder, broker, agent, financial advisor or other
      intermediary, nor any purchaser representative or any broker-dealer acting
      as a
      broker, is entitled to any compensation in connection with the transactions
      contemplated by this Agreement

     

    ARTICLE
      IV.

    UNDERSTANDINGS

     

    Each
      Purchaser understands, acknowledges and agrees as follows:

     

    4.1 No
      U.S.
      federal or state agency or any agency of any other jurisdiction has made any
      findings or determinations as the fairness of the terms of the offering for
      investment nor any recommendation or endorsement of the Securities or the
      Company.

     

    4.2 The
      representations, warrants and agreements of the Purchaser and the Company
      contained herein shall be true and correct in all material respects on and
      as of
      the date of the sale of the Securities as if made on and as of such date and
      shall survive the execution and delivery of this Agreement and the purchase
      of
      the Securities.

     

    4.3 In
      making
      an investment decision, the Purchaser is relying on its own examination of
      the
      Company and the terms of the offering, including the merits and risks involved.
      The Securities being sold hereby have not been recommended by any federal or
      state securities commission or regulatory authority. Furthermore, the foregoing
      authorities have not confirmed the accuracy or determined the adequacy of this
      document. Any representation to the contrary is a criminal offense.

     

    4.4 Purchaser
      understands that the Securities are not presently registered and will not be
      registered under the Securities Act on the ground that the offering is intended
      to be exempt from registration by virtue of Section 4(2) of the Securities
      Act
      and the provisions of Regulation D promulgated thereunder, which is in part
      dependent upon the truth, completeness and accuracy of the statements made
      by
      the undersigned herein.

     

    4.5 It
      is
      understood that in order not to jeopardize the offering’s exempt status under
      Section 4(2) of the Securities Act and Regulation D, Purchaser may, at the
      minimum, be required to fulfill the investor suitability requirements
      thereunder.

     

    4.6 Purchaser
      acknowledges that there exists no public market for the Securities, that no
      public market may develop in the future and, as a result, Purchaser acknowledges
      that it will be required to bear the financial risks of this investment for
      an
      indefinite period of time.

     

    4.7 Purchaser
      acknowledges that Phoenix Alliance Corp. shall be entitled to a fee equal to
      20%
      of the aggregate dollar amount of the Securities sold pursuant to this
      Agreement, which fee shall be payable upon Closing from the proceeds of this
      offering.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      V.

    MISCELLANEOUS

     

    5.1 Fees
      and Expenses. Except as otherwise set forth in this Agreement, each party
      shall pay the fees and expenses of its advisers, counsel, accountants and other
      experts, if any, and all other expenses incurred by such party incident to
      the
      negotiation, execution, delivery and performance of this Agreement. The Company
      shall pay all stamp and other taxes and duties levied in connection with the
      sale of the Securities and will pay the other costs associated with the closing
      and documenting this transaction.

     

    5.2 Entire
      Agreement. The Transaction Documents, together with the exhibits and
      schedules thereto, contain the entire understanding of the parties with respect
      to the subject matter hereof and supersede all prior agreements and
      understandings, oral or written, with respect to such matters, which the parties
      acknowledge have been merged into such documents, exhibits and schedules.


     

    5.3 Notices.
      Any and all notices or other communications or deliveries required or permitted
      to be provided hereunder shall be in writing and shall be deemed given and
      effective on the earliest of (a) the date of transmission, if such notice or
      communication is delivered via facsimile at the facsimile number specified
      in
      this Section prior to 6:30 p.m. (Carson City, Nevada time) on a Business Day,
      (b) the next Business Day after the date of transmission, if such notice or
      communication is delivered via facsimile at the facsimile number specified
      in
      this Section on a day that is not a Business Day or later than 6:30 p.m. (Carson
      City, Nevada time) on any Business Day, (c) the Business Day following the
      date
      of mailing, if sent by U.S. nationally recognized overnight courier service,
      or
      (d) upon actual receipt by the party to whom such notice is required to be
      given. The address for such notices and communications shall be as set forth
      on
      the signature pages attached hereto.

    


    5.3 Amendments;
      Waivers. No provision of this Agreement may be waived or amended except in a
      written instrument signed, in the case of an amendment, by the Company and
      each
      Purchaser or, in the case of a waiver, by the party against whom enforcement
      of
      any such waiver is sought. No waiver of any default with respect to any
      provision, condition or requirement of this Agreement shall be deemed to be
      a
      continuing waiver in the future or a waiver of any subsequent default or a
      waiver of any other provision, condition or requirement hereof, nor shall any
      delay or omission of either party to exercise any right hereunder in any manner
      impair the exercise of any such right.

     

    5.4 Construction.
      The headings herein are for convenience only, do not constitute a part of this
      Agreement and shall not be deemed to limit or affect any of the provisions
      hereof. The language used in this Agreement will be deemed to be the language
      chosen by the parties to express their mutual intent, and no rules of strict
      construction will be applied against any party.

     

    5.5 Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their successors and permitted assigns. The Company may not assign this
      Agreement or any rights or obligations hereunder without the prior written
      consent of each Purchaser. Any Purchaser may assign any or all of its rights
      under this Agreement to any Person to whom such Purchaser assigns or transfers
      any Securities, provided such transferee agrees in writing to be bound, with
      respect to the transferred Securities, by the provisions hereof that apply
      to
      the “Purchasers”.

     

    5.6 No
      Third-Party Beneficiaries. This Agreement is intended for the benefit of the
      parties hereto and their respective successors and permitted assigns and is
      not
      for the benefit of, nor may any provision hereof be enforced by, any other
      Person.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    5.7 Governing
      Law. All questions concerning the construction, validity, enforcement and
      interpretation of the Transaction Documents shall be governed by and construed
      and enforced in accordance with the internal laws of the State of Nevada,
      without regard to the principles of conflicts of law thereof. Each party agrees
      that all legal proceedings concerning the interpretations, enforcement and
      defense of the transactions contemplated by this Agreement and any other
      Transaction Documents (whether brought against a party hereto or its respective
      affiliates, directors, officers, shareholders, employees or agents) shall be
      commenced exclusively in the state and federal courts sitting in Carson City,
      Nevada. Each party hereto hereby irrevocably submits to the exclusive
      jurisdiction of the state and federal courts sitting in Carson City, Nevada
      for
      the adjudication of any dispute hereunder or in connection herewith or with
      any
      transaction contemplated hereby or discussed herein (including with respect
      to
      the enforcement of the any of the Transaction Documents), and hereby irrevocably
      waives, and agrees not to assert in any suit, action or proceeding, any claim
      that it is not personally subject to the jurisdiction of any such court, that
      such suit, action or proceeding is improper. Each party hereto hereby
      irrevocably waives personal service of process and consents to process being
      served in any such suit, action or proceeding by mailing a copy thereof via
      registered or certified mail or overnight delivery (with evidence of delivery)
      to such party at the address in effect for notices to it under this Agreement
      and agrees that such service shall constitute good and sufficient service of
      process and notice thereof. Nothing contained herein shall be deemed to limit
      in
      any way any right to serve process in any manner permitted by law. Each party
      hereto (including its affiliates, agents, officers, directors and employees)
      hereby irrevocably waives, to the fullest extent permitted by applicable law,
      any and all right to trial by jury in any legal proceeding arising out of or
      relating to this Agreement or the transactions contemplated hereby. If either
      party shall commence an action or proceeding to enforce any provisions of a
      Transaction Document, then the prevailing party in such action or proceeding
      shall be reimbursed by the other party for its attorneys fees and other costs
      and expenses incurred with the investigation, preparation and prosecution of
      such action or proceeding.

     

    5.8 Survival.
      The representations, warranties, agreements and covenants contained herein
      shall
      survive for one year after the Closing.

     

    5.9 Execution.
      This Agreement may be executed in two or more counterparts, all of which when
      taken together shall be considered one and the same agreement and shall become
      effective when counterparts have been signed by each party and delivered to
      the
      other party, it being understood that both parties need not sign the same
      counterpart. In the event that any signature is delivered by facsimile
      transmission, such signature shall create a valid and binding obligation of
      the
      party executing (or on whose behalf such signature is executed) with the same
      force and effect as if such facsimile signature page were an original
      thereof.

     

    5.10 Severability.
      If any provision of this Agreement is held to be invalid or unenforceable in
      any
      respect, the validity and enforceability of the remaining terms and provisions
      of this Agreement shall not in any way be affected or impaired thereby and
      the
      parties will attempt to agree upon a valid and enforceable provision that is
      a
      reasonable substitute therefor, and upon so agreeing, shall incorporate such
      substitute provision in this Agreement.

     

    5.11 Replacement
      of Securities. If any certificate or instrument evidencing any Securities is
      mutilated, lost, stolen or destroyed, the Company shall issue or cause to be
      issued in exchange and substitution for and upon cancellation thereof, or in
      lieu of and substitution therefor, a new certificate or instrument, but only
      upon receipt of evidence reasonably satisfactory to the Company of such loss,
      theft or destruction and customary and reasonable indemnity, if requested.
      The
      applicants for a new certificate or instrument under such circumstances shall
      also pay any reasonable third-party costs associated with the issuance of such
      replacement Securities.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    5.12 Remedies.
      In addition to being entitled to exercise all rights provided herein or granted
      by law, including recovery of damages, each of the Purchasers and the Company
      will be entitled to specific performance under the Transaction Documents. The
      parties agree that monetary damages may not be adequate compensation for any
      loss incurred by reason of any breach of obligations described in the foregoing
      sentence and hereby agrees to waive in any action for specific performance
      of
      any such obligation the defense that a remedy at law would be
      adequate.

     

    5.13 Payment
      Set Aside. To the extent that the Company makes a payment or payments to any
      Purchaser pursuant to any Transaction Document or a Purchaser enforces or
      exercises its rights thereunder, and such payment or payments or the proceeds
      of
      such enforcement or exercise or any part thereof are subsequently invalidated,
      declared to be fraudulent or preferential, set aside, recovered from, disgorged
      by or are required to be refunded, repaid or otherwise restored to the Company,
      a trustee, receiver or any other person under any law (including, without
      limitation, any bankruptcy law, state or federal law, common law or equitable
      cause of action), then to the extent of any such restoration the obligation
      or
      part thereof originally intended to be satisfied shall be revived and continued
      in full force and effect as if such payment had not been made or such
      enforcement or setoff had not occurred.

     

    5.14 Independent
      Nature of Purchasers’ Obligations and Rights.
      The
      obligations of each Purchaser under any Transaction Document are several and
      not
      joint with the obligations of any other Purchaser, and no Purchaser shall be
      responsible in any way for the performance of the obligations of any other
      Purchaser under any Transaction Document. Nothing contained herein or in any
      Transaction Document, and no action taken by any Purchaser pursuant thereto,
      shall be deemed to constitute the Purchasers as a partnership, an association,
      a
      joint venture or any other kind of entity, or create a presumption that the
      Purchasers are in any way acting in concert or as a group with respect to such
      obligations or the transactions contemplated by the Transaction Document. Each
      Purchaser shall be entitled to independently protect and enforce its rights,
      including without limitation, the rights arising out of this Agreement or out
      of
      the other Transaction Documents, and it shall not be necessary for any other
      Purchaser to be joined as an additional party in any proceeding for such
      purpose. Each Purchaser has been represented by its own separate legal counsel
      in their review and negotiation of the Transaction Documents. The Company has
      elected to provide all Purchasers with the same terms and Transaction Documents
      for the convenience of the Company and not because it was required or requested
      to do so by the Purchasers.

     

    5.15 Irrevocable
      Offer. Purchaser
      agrees that this Agreement constitutes an irrevocable offer to purchase the
      Securities of the Company and that Purchaser cannot cancel, terminate or revoke
      this Agreement or any agreement of Purchaser made hereunder. This Agreement
      shall survive the death or legal disability of Purchaser and shall be binding
      upon Purchaser’s heirs, executors, administrators and
      successors.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [PURCHASER
      SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]

    


    IN
      WITNESS WHEREOF, Purchaser has caused this Agreement to be executed as of the
      date indicated below.


    

      
        	
                [PURCHASER]

              	 	
                Address for Notice:

              	 
	 	 	 	 
	
                By:

              	 	 	 	 
	 	
                Name:

              	 	
                Fax:

              	 
	 	
                Title:

              	 	
                Attn:

              	 


      

    

     

    
      
        

      

    

    Social
      Security Number or Taxpayer 

    Identification
      Number

    


    Subscription
      Amount: $

     

    
      
        
        

      

      
        S-1

        
          

        

      

      
        
        

      

    


    Subscription
      Acceptance:

    


    IN
      WITNESS WHEREOF, the Company has caused this Subscription Agreement to be
      executed and the foregoing subscription accepted, as of the date indicated
      below.

    


    
      	 	
              ENHANCE
                SKIN PRODUCTS INC.

            
	 	
              (f/k/a/
                Zeezoo Software Corp.)

            
	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


    

     

    Date:
      August __, 2008



    
      
        
        

      

      
        S-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A


     

    THIS
      WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT
      BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
      TRANSFERRED, ASSIGNED OR HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER SAID ACT COVERING SUCH SECURITIES, THE SALE IS
      MADE
      IN ACCORDANCE WITH RULE 144 OR RULE 701 UNDER THE ACT OR THE COMPANY RECEIVES
      AN
      OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, TRANSFER,
      ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS
      DELIVERY REQUIREMENTS OF SUCH ACT.

     

    ENHANCE
      SKIN PRODUCTS INC.

    FORM
      OF

    COMMON
      STOCK PURCHASE WARRANT


     

    Warrant
      No.: ____

    


    August
      __, 2008

    


    THIS
      CERTIFICATE certifies that _________________________________, having an address
      at ______________________________________________, or permitted assignees is
      the
      registered holder (the “Holder”)
      of
      this Common Stock Purchase Warrant (the “Warrant”)
      to
      purchase shares of the common stock, $.001 par value per share (the
“Common
      Stock”),
      of
      Enhance Skin Products Inc., a corporation duly organized and validly existing
      under the laws of the State of Nevada (the “Company”).
      This
      Warrant has been issued to the Holder in connection with the private placement
      of securities offered pursuant to a subscription agreement, dated as of August
      __, 2008 (together with all documents and filings attached thereto, the
“Subscription
      Document”).

    


    FOR
      VALUE
      RECEIVED, the Company hereby certifies that the Holder is entitled to purchase
      from the Company ____________ duly authorized, validly issued, fully paid and
      non-assessable shares of Common Stock (the “Warrant
      Shares”)
      at a
      purchase price per share of Common Stock equal to $1.40 (the “Warrant
      Price”),
      and
      subject to the terms, conditions and adjustments set forth below in this Warrant
      and in the Subscription Document. The person or entity in whose name this
      Warrant is registered on the records of the Company regarding registration
      and
      transfers of this Warrant (the “Warrant
      Register”)
      is the
      owner and holder thereof for all purposes, except as described in Section 8
      hereof.

    


    1. Vesting
      of Warrant.
      This
      Warrant shall vest and become exercisable immediately following the Closing
      (as
      defined in the Subscription Document).


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    2.
       Expiration
      of Warrant.
      This
      Warrant shall expire at 5:00 p.m., Nevada local time, on August __, 2010, which
      is the second anniversary date of the Closing (the "Expiration
      Date").

    


    3. Required
      Exercise of Warrant. This
      Warrant must be exercised within 10 Business Days (as defined below) of written
      notice by the Company to the Holder hereof that the Company has attained
      $2,000,000 in sales revenue. If not exercised within such period, this Warrant
      will expire worthless.

    


    4. Exercise
      of Warrant.
      

    


    4.1
        Manner
      of
      Exercise. This Warrant may only be exercised by the Holder hereof, in accordance
      with the terms and conditions hereof, in whole or in part with respect to any
      portion of this Warrant, into shares of Common Stock, during normal business
      hours on any day other than a Saturday or a Sunday or a day on which commercial
      banking institutions in Carson City, Nevada are authorized by law to be closed
      (a “Business
      Day”)
      on or
      prior to the Expiration Date with respect to such portion of this Warrant,
      by
      surrender of this Warrant to the Company at its office maintained pursuant
      to
      Section 11.2(a) hereof, accompanied by an exercise notice in substantially
      the
      form attached to this Warrant as Exhibit A duly executed by or on behalf of
      the
      Holder together with the payment of the Warrant Price in cash. 

     

    4.2 When
      Exercise Effective. Each exercise of this Warrant shall be deemed to have been
      effected immediately prior to the close of business on the Business Day on
      which
      this Warrant shall have been surrendered to the Company as provided in Section
      4.1 hereof (“Exercise Date”), and, at such time, the corporation, association,
      partnership, organization, business, individual, government or political
      subdivision thereof or a governmental agency (a “Person”
or
      the
“Persons”)
      in
      whose name or names any certificate or certificates for shares of Common Stock
      shall be issuable upon exercise as provided herein shall be deemed to have
      become the holder or holders of record thereof. 

    


    4.3
        Delivery
      of Stock Certificates. As soon as practicable after each exercise of this
      Warrant, in whole or in part, and in any event within five (5) Business Days
      thereafter, the Company at its expense (including the payment by it of any
      applicable issue taxes) will cause to be issued in the name of and delivered
      to
      the Holder hereof or, subject to Section 10 hereof, as the Holder (upon payment
      by the Holder of any applicable transfer taxes) may direct:

    


    (a)
      a
      certificate or certificates (with appropriate restrictive legends, as
      applicable) for the number of duly authorized, validly issued, fully paid and
      nonassessable shares of Common Stock to which the Holder shall be entitled
      upon
      exercise plus, in lieu of any fractional share to which the Holder would
      otherwise be entitled, all issuances of Common Stock shall be rounded up to
      the
      nearest whole share.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    (b)
      in
      case exercise is in part only, a new Warrant of like tenor, dated the date
      hereof and calling in the aggregate on the face thereof for the number of shares
      of Common Stock equal to the number of shares called for on the face of this
      Warrant minus the number of shares designated by the Holder upon exercise as
      provided in Section 3.1 hereof (without giving effect to any adjustment
      thereof).

    


    4.4  Shares
      to
      be Fully Paid; Reservation of Shares. The Company covenants and agrees that
      all
      shares of Common Stock which may be issued upon the exercise of rights presented
      by this Warrant will, upon issuance by the Company, be validly issued, fully
      paid and nonassessable, and free from preemptive rights and free from all taxes,
      liens and charges with respect thereto. The Company further covenants and agrees
      that, from and after the date of issuance of the Warrant and during the period
      within which the rights represented by this Warrant may be exercised, the
      Company will at all times have authorized, and reserve, free from preemptive
      rights, out of its authorized but unissued shares of Common Stock, solely for
      the purpose of effecting the exercise of this Warrant, a sufficient number
      of
      shares of Common Stock to provide for the exercise of the rights represented
      by
      this Warrant.

    


    4.5  Company
      to Reaffirm Obligations. The Company will, at the time of each exercise of
      this
      Warrant, upon the written request of the Holder hereof, acknowledge in writing
      its continuing obligation to afford to the Holder all rights (including without
      limitation any rights to registration of the shares of Common Stock issued
      upon
      exercise) to which the Holder shall continue to be entitled after exercise
      in
      accordance with the terms of this Warrant; provided,
      however,
      that if
      the Holder shall fail to make a request, the failure shall not affect the
      continuing obligation of the Company to afford the rights to such
      Holder.

    


    5.
       Anti-dilution
      Adjustment.
      

    


    5.1
       Stock
      Dividends, Stock Splits, Etc. If the Company declares or pays a dividend on
      its
      Common Stock payable in Common Stock or other securities, or subdivides the
      outstanding Common Stock into a greater amount of Common Stock, then upon
      exercise of this Warrant, for each Warrant Share acquired, Holder shall receive,
      without cost to Holder, the total number and kind of securities to which Holder
      would have been entitled had Holder owned the Warrant Shares of record as of
      the
      date the dividend or subdivision occurred. 

    


       5.2 Reclassifications,
      Exchange or Substitution. Upon any reclassification, exchange, substitution,
      or
      other event that results in a change of the number and/or class of the
      securities issuable upon exercise of this Warrant, Holder shall be entitled
      to
      receive, upon exercise of this Warrant, the number and kind of securities and
      property that Holder would have received for the Warrant Shares if this Warrant
      had been exercised immediately before such reclassification, exchange,
      substitution, or other event. The Company or its successor shall promptly issue
      to Holder a new Warrant for such new securities or other property. The new
      Warrant shall provide for adjustments which shall be as nearly equivalent as
      may
      be practicable to the adjustments provided for in this Section 4.2, including,
      without limitation, adjustments to the Warrant Price and to the number of
      securities or property issuable upon exercise of the new Warrant. The provisions
      of this Section 5.2 shall similarly apply to successive reclassifications,
      exchanges, substitutions, or other events. 


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    5.3
      Adjustments for Combinations, Etc. If the outstanding shares of Common Stock
      are
      combined or consolidated, by reclassification or otherwise, into a lesser number
      of shares, the Warrant Price shall be proportionately increased.

    


    5.4
      Merger or Consolidation. In case of any consolidation of the Company with,
      or
      merger of the Company into any other corporation, or in the case of any sale
      or
      conveyance of all or substantially all of the assets of the Company other than
      in connection with a plan of complete liquidation of the Company, then as a
      condition of such consolidation, merger or sale or conveyance, adequate
      provision will be made whereby the registered holder of the Warrant will have
      the right to acquire and receive upon exercise of this Warrant in lieu of the
      shares of Common Stock immediately theretofore subject to acquisition upon
      the
      exercise of this Warrant, such shares of stock, securities or assets as may
      be
      issued or payable with respect to or in exchange for the number of shares of
      Common Stock immediately theretofore subject to acquisition and receivable
      upon
      exercise of this Warrant had such consolidation, merger or sale or conveyance
      not taken place. In any such case, the Company will make appropriate provision
      to insure that the provisions of this Section 5 hereof will thereafter be
      applicable as nearly as may be in relation to any shares of stock or securities
      thereafter deliverable upon the exercise of this Warrant.

    


    5.5 No
      Fractional Shares. No fractional shares shall be issuable upon exercise of
      this
      Warrant and the number of Warrant Shares to be issued shall be rounded down
      to
      the nearest whole share. 

    


    6.  No
      Impairment. The
      Company will not, by amendment of its charter or through reorganization,
      consolidation, merger, dissolution, sale of assets or any other voluntary
      action, avoid or seek to avoid the observance or performance of any of the
      terms
      of this Warrant but will at all times carry out all such terms and take all
      such
      action as may be reasonably necessary or appropriate in order to protect the
      rights of the holder of this Warrant against impairment.

    


    7. Restrictions
      on Transfer.

    


    7.1
        Restrictive
      Legends. This Warrant and each Warrant issued upon transfer or in substitution
      for this Warrant pursuant to Section 10, each certificate for Common Stock
      issued upon the exercise of any Warrant and each certificate issued upon the
      transfer of any such Common Stock shall be transferable only upon satisfaction
      of the conditions specified in this Section 7 and Section 9.4. Each of the
      foregoing securities shall be stamped or otherwise imprinted with a legend
      reflecting the restrictions on transfer set forth in Section 9 and Section
      10.4
      hereof and any restrictions required under the Securities Act of 1933, as
      amended (the “Act”).


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    7.2  Notice
      of
      Proposed Transfer; Opinion of Counsel. Prior to any transfer of any securities
      which are not registered under an effective registration statement under the
      Act
      (“Restricted
      Securities”),
      the
      Holder will give written notice to the Company of the Holder's intention to
      affect a transfer and to comply in all other respects with this Section 7.2.
      Each notice (i) shall describe the manner and circumstances of the proposed
      transfer, and (ii) shall designate counsel for the Holder giving the notice.
      The
      Holder giving notice will submit a copy thereof to the counsel designated in
      the
      notice. The following provisions shall then apply:

    


    (a)
      If in
      the opinion of counsel for the Holder reasonably satisfactory to the Company
      the
      proposed transfer may be effected without registration of Restricted Securities
      under the Act (which opinion shall state the basis of the legal conclusions
      reached therein), the Holder shall thereupon be entitled to transfer the
      Restricted Securities in accordance with the terms of the notice delivered
      by
      the Holder to the Company. Each certificate representing the Restricted
      Securities issued upon or in connection with any transfer shall bear the
      restrictive legends required by Section 7.1 hereof.

    


    (b)
      If
      the opinion called for in (a) above is not delivered, the Holder shall not
      be
      entitled to transfer the Restricted Securities until either (x) receipt by
      the
      Company of a further notice from such Holder pursuant to the foregoing
      provisions of this Section 7.2 and fulfillment of the provisions of clause
      (a)
      above, or (y) such Restricted Securities have been effectively registered under
      the Act.

    


    (c)
      Notwithstanding the foregoing, the restrictions imposed upon the transferability
      of any of its rights to acquire Common Stock or Common Stock issuable on the
      exercise of such rights do not apply to transfers from the beneficial owner
      of
      any of the aforementioned securities to its nominee or from such nominee to
      its
      beneficial owner, and shall terminate as to any particular share of Common
      Stock
      when (1) such security shall have been effectively registered under the
      Securities Act and sold by the holder thereof in accordance with such
      registration or (2) such security shall have been sold without registration
      in
      compliance with Rule 144 under the Securities Act, or (3) a letter shall have
      been issued to the Holder at its request by the staff of the Securities and
      Exchange Commission (the “SEC”)
      or a
      ruling shall have been issued to the Holder at its request by the SEC stating
      that no action shall be recommended by such staff or taken by SEC, as the case
      may be, if such security is transferred without registration under the
      Securities Act in accordance with the conditions set forth in such letter or
      ruling and such letter or ruling specifies that no subsequent restrictions
      on
      transfer are required. Whenever the restrictions imposed hereunder shall
      terminate, as hereinabove provided, the Holder or holder of a share of Common
      Stock then outstanding as to which such restrictions have terminated shall
      be
      entitled to receive from the Company, without expense to such holder, one or
      more new certificates for the Warrant or for such shares of Common Stock not
      bearing any restrictive legend.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    8.
       Ownership,
      Transfer and Substitution of Warrant.

    


    8.1
        Ownership
      of Warrant. The Company may treat the person in whose name this Warrant is
      registered in the Warrant Register maintained pursuant to Section 8.2(b) hereof
      as the owner and holder thereof for all purposes, notwithstanding any notice
      to
      the contrary, except that, if and when any Warrant is properly assigned in
      blank, the Company may (but shall not be obligated to) treat the bearer thereof
      as the owner of such Warrant for all purposes, notwithstanding any notice to
      the
      contrary. Subject to Section 7 hereof, this Warrant, if properly assigned,
      may
      be exercised by a new holder without a new Warrant first having been
      issued.

    


    8.2
       Office;
      Transfer and Exchange of Warrant.

    


    (a)
       The
      Company will maintain its principal offices at 695 South Colorado Blvd, Suite
      480, Denver, CO 80246 as the office where notices, presentations and demands
      in
      respect of this Warrant may be made upon it until the Company notifies the
      holder of this Warrant of any change of location of the office.

    


    (b)
       The
      Company shall cause to be kept at its office maintained pursuant to Section
      8.2(a) hereof a Warrant Register for the registration and transfer of this
      Warrant. The names and addresses of holders of this Warrant, the transfers
      thereof and the names and addresses of transferees of this Warrant shall be
      registered in such Warrant Register. The Person in whose name any Warrant shall
      be so registered shall be deemed and treated as the owner and holder thereof
      for
      all purposes of this Warrant, and the Company shall not be affected by any
      notice or knowledge to the contrary.

    


    (c)
       Upon
      the
      surrender of this Warrant, properly endorsed, for registration of transfer
      or
      for exchange at the office of the Company maintained pursuant to Section 8.2(a)
      hereof, the Company at its expense will (subject to compliance with Section
      7
      hereof, if applicable) execute and deliver to or upon the order of the Holder
      thereof a new Warrant of like tenor, in the name of such holder or as such
      holder (upon payment by such holder of any applicable transfer taxes) may
      direct, calling in the aggregate on the face thereof for the number of shares
      of
      Common Stock called for on the face of this Warrant so surrendered.

    


    8.3
        Replacement
      of Warrant. Upon receipt of evidence reasonably satisfactory to the Company
      of
      the loss, theft, destruction or mutilation of this Warrant and, in the case
      of
      any such loss, theft or destruction of this Warrant, upon delivery of indemnity
      reasonably satisfactory to the Company in form and amount or, in the case of
      any
      mutilation, upon surrender of this Warrant for cancellation at the office of
      the
      Company maintained pursuant to Section 8.2(a) hereof, the Company at its expense
      will execute and deliver, in lieu thereof, a new Warrant of like tenor and
      dated
      the date hereof.

    


    8.4
        Restrictions
      on Transfer. In addition to the restrictions on transfer set forth in Section
      8
      hereof, neither this Warrant nor any portion of this Warrant may be transferred
      without the consent of the Company.


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    9.
       No
      Rights or Liabilities as Stockholder.
      No
      Holder shall be entitled to vote or receive dividends or be deemed the holder
      of
      any shares of Common Stock or any other securities of the Company which may
      at
      any time be issuable on the exercise hereof for any purpose, nor shall anything
      contained herein be construed to confer upon the Holder, as such, any of the
      rights of a stockholder of the Company or any right to vote for the election
      of
      directors or upon any matter submitted to stockholders at any meeting thereof,
      or to give or withhold consent to any corporate action (whether upon any
      recapitalization, issuance of stock, reclassification of stock, change of par
      value, consolidation, merger, conveyance, or otherwise) or to receive notice
      of
      meetings, or to receive dividends or subscription rights or otherwise until
      this
      Warrant shall have been exercised and the shares of Common Stock purchasable
      upon the exercise hereof shall have become deliverable, as provided herein.
      The
      Holder will not be entitled to share in the assets of the Company in the event
      of a liquidation, dissolution or the winding up of the Company.

    


    10.
       Notices
      of Record Date, Etc.
      In case
      the Company shall take a record of the holders of its Common Stock (or other
      stock or securities at the time deliverable upon the exercise of this Warrant)
      for the purpose of entitling or enabling them to receive any stock dividend
      or
      other non-cash distribution, or to receive any right to subscribe for or
      purchase any shares of stock of any class or any other securities, or to receive
      any other right; or of any capital reorganization of the Company, any
      reclassification of the capital stock of the Company, any consolidation or
      merger of the Company with or into another corporation (other than a
      consolidation or merger in which the Company is the surviving entity), or any
      transfer of all or substantially all of the assets of the Company; or of the
      voluntary or involuntary dissolution, liquidation or winding-up of the Company,
      then, and in each such case, the Company will mail or cause to be mailed to
      the
      registered holder of this Warrant a notice specifying, as the case may be:
      (i)
      the date on which a record is to be taken for the purpose of such dividend,
      distribution or right, and stating the amount and character of such dividend,
      distribution or right, or (ii) the effective date on which such reorganization,
      reclassification, consolidation, merger, transfer, dissolution, liquidation
      or
      winding-up is to take place, and the time, if any is to be fixed, as of which
      the holders of record of Common Stock (or such other stock or securities at
      the
      time deliverable upon the exercise of this Warrant) shall be entitled to
      exchange their shares of Common Stock (or such other stock or securities) for
      securities or other property deliverable upon such reorganization,
      reclassification, consolidation, merger, transfer, dissolution, liquidation
      or
      winding-up. Such notice shall be mailed at least ten (10) days prior to the
      record date or effective date for the event specified in such notice unless
      such
      prior notice is waived by the registered holder of this Warrant. Provided,
      however, that the failure by the Company to provide such notice shall not
      invalidate any such action. 

    


    11.
       Notices.
      Any
      notice or other communication in connection with this Warrant shall be deemed
      to
      be given if in writing (or in the form of a facsimile) addressed as hereinafter
      provided and actually delivered at said address: (a) if to any Holder, at the
      registered address of such holder as set forth in the Warrant Register kept
      at
      the office of the Company maintained pursuant to Section 8.2(a) hereof, or
      (b)
      if to the Company, to the attention of its Chief Financial Officer at its office
      maintained pursuant to Section 8.2(a) hereof; provided,
      however,
      that
      the exercise of any Warrant shall be effective in the manner provided in Section
      3 hereof.


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    12. Payment
      of Taxes.
      The
      Company will pay all documentary stamp taxes attributable to the issuance of
      shares of Common Stock underlying this Warrant upon exercise of this Warrant;
      provided,
      however,
      that
      the Company shall not be required to pay any tax which may be payable in respect
      of any transfer involved in the registration of any certificate for shares
      of
      Common Stock underlying this Warrant in a name other that of the Holder. The
      Holder is responsible for all other tax liability that may arise as a result
      of
      holding or transferring this Warrant or receiving shares of Common Stock
      underlying this Warrant upon exercise hereof.

    


    13. Warrant
      Agent.
      The
      Company shall serve as warrant agent under this Warrant. Upon thirty (30) days
      notice to the Holder, the Company may appoint a new warrant agent. Any
      corporation into which the Company or any new warrant agent may be merged or
      any
      corporation resulting from any consolidation to which the Company or any new
      warrant agent shall be a party or any corporation to which the Company or any
      new warrant agent transfers substantially all of its corporate trust or
      stockholders services business shall be successor warrant agent under this
      Warrant without any further act. Any such successor warrant agent shall promptly
      cause notice of its succession as warrant agent to be mailed (by first class
      mail, postage prepaid) to the Holder at the Holder’s last address as shown on
      the Warrant Register.

    


    14.
       Miscellaneous.
      This
      Warrant and any term hereof may be changed, waived, discharged or terminated
      only by an instrument in writing signed by the party against which enforcement
      of the change, waiver, discharge or termination is sought. This Warrant shall
      be
      construed and enforced in accordance with and governed by the laws of the State
      of Nevada. The section headings in this Warrant are for purposes of convenience
      only and shall not constitute a part hereof.


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the Company has caused this Common Stock Purchase Warrant
      to be
      duly executed as of the date first above written.

    


    
      	 	
              ENHANCE
                SKIN PRODUCTS

              INC.

            
	 	 
	 	
              By:

            	
               

            
	 	 	
              Name:

            
	 	 	
              Title:

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    PURCHASE
      FORM

    

      
        	
                To:
                  Enhance Skin Products Inc.

              	
                Dated:____________

              


      

    

     

    The
      undersigned, pursuant to the provisions set forth in the attached Warrant
      (No. ___), hereby elects to purchase (check
      applicable box):


     

    _________
      shares of the Common Stock of Enhance Skin Products Inc. covered by such
      Warrant.  


     

    The
      undersigned herewith makes payment of the full Warrant Price for such shares
      at
      the price per share provided for in such Warrant. Such payment takes the form
      of
(check
      applicable box or boxes):

     

    $______
      in lawful money of the United States. 


    

      
        	 	
                 

              	 
	 	
                Print or Type Name

              	 
	 	 	 
	 	
                 

              	 
	 	
                (Signature must conform in all respects to name of holder as specified on the face of Warrant)

              
	 	 	 
	 	
                 

              	 
	 	
                (Street Address)

              	 
	 	 	 
	 	
                 

              	 
	 	
                (City)                      (State)      (Zip Code)

              


      

    

     

    
      
        
        

      

      
        10