distribagrmt Ex 10-1



DISTRIBUTION
AGREEMENT 




THIS
AGREEMENT made as of the 4th day of May, 2005. ("Effective Date")




BETWEEN:





	
      
	
      SKINVISIBLE
      PHARMACEUTICALS, INC., a
      company incorporated under the laws of the State of Nevada having its
      principal place of business located at Unit #10 - 6320 South Sandhill
      Road, Las Vegas, Nevada, 89120 (“Skinvisible”);







AND:




SAFE4HOURS,
INC., a
company incorporated under the laws of the State of Nevada having its principal
place of business located at ---202 N. Carson Street, Carson City, Nevada 89701
(the “Distributor”).




WHEREAS:




A.    Skinvisible
is in the business of developing polymer-based delivery systems and related
technologies for combining hydrophilic and hydrophobic polymer emulsions and
licensing its technologies and/or selling its polymer delivery systems to
established brand manufacturers and providers of topical prescription and
over-the-counter cosmetic and skin-care Product.




B.    The
Distributor is engaging in the business of marketing and distributing skin-care
Product.




C.    Skinvisible
and the Distributor have agreed to enter into this Agreement, whereby the
Distributor will have the exclusive right to distribute, market, sell and
promote the Product throughout the Territory.




NOW,
THEREFORE, in consideration of the foregoing premises and the mutual covenants
herein set forth and other good and valuable consideration, the parties agree as
follows:




I.     DEFINITIONS




In this
Agreement, the following terms have the following meanings:




1.1    “Customers” means,
at any time and from time to time, the customers of the Distributor in respect
of the Product.




1.2    “Confidential
Information” means any
and all technical or business information, data, designs, concepts, ideas,
Product, processes, methods, techniques, specifications, formulas, compositions,
samples, know-how, trade secrets, and improvements of a confidential or
proprietary nature, whether in tangible form or not, which relate to the
Product, or the development, manufacture, end-use, or commercialization thereof,
and were disclosed by one 

 







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party to
the other party under this Agreement. As used herein, “Confidential Information”
shall not include information a party can demonstrate through its
records:




(a)           
is, at
the time of disclosure, available to the general public;





	 	
      (b)
	
      becomes
      at a later date available to the general public through no fault of the
      receiving party, and then only after said later
date;








	 	
      (c)
      
	
      was
      already in the possession of the receiving party without restriction prior
      to the date of disclosure;








	 	
      (d)
	
      is
      disclosed to the party without secrecy obligations by a third party who
      had a lawful right to disclose it; or








	 	
      (e)
	
      is
      independently developed by personnel of the receiving party who had no
      direct or indirect access to the Confidential Information of the
      disclosing party.







1.3    "Formula" shall
mean the specific ingredients, composition, and process for preparing the
Product (as defined below). 




1.4    "Patents"
shall
mean U.S. Patent No. 6,582,683 issued on June 24, 2003 for "Dermal Barrier
Composition"; U.S.S.N. 09/933,275 filed on August 20, 2001 and U.S.S.N.
10/154,723 filed on May 23, 2002, both for "Topical Composition, Topical
Composition Precursor, and Methods for Manufacturing and Using the Same"; PCT
Application No. US02/26301 filed on August 16, 2002 for purposes of the
countries designated therein that are within the Territory namely Asia,
Australia, Europe, India, Japan and S. Korea; and all divisions, continuations,
continuation-in-parts, reissues, reexamination applications, extensions, foreign
equivalents within the Territory, and patents issuing there-from which are owned
or controlled by Skinvisible pertaining to the Product, Confidential
Information, and Improvement Inventions.




1.5    "Product"
means
Skinvisible's proprietary antimicrobial hand sanitizer product incorporating 1%
Triclosan as an active ingredient, and further identified in Appendix
A.




1.6   "Product
Specifications" shall
mean the specifications for the Product that will likely be needed to meet
customer and regulatory requirements. These Product Specifications shall not be
modified without the express, written agreement of the parties. 





	
      1.7
	
      "Territory"
      means all the countries of the world except Canada, USA and
      Mexico.




 

II.     APPOINTMENT,
TERRITORY AND PRODUCT




2.1    Subject
to the terms hereof, Skinvisible hereby appoints the Distributor and grants to
the Distributor the exclusive right to distribute, sell, market and promote the
Product within the Territory. For greater certainty, while this Agreement shall
remain in effect, except for sub-distributors appointed by the Distributor and
consented to in writing by Skinvisible, no person, 

 







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firm or
corporation will be granted the right to distribute, sell, market or promote the
Product within the Territory other than the Distributor.




2.2    The
Distributor shall not be entitled to appoint sub-distributors to distribute,
market, sell, or promote the Product within the Territory without the prior
express written consent of Skinvisible, pursuant to Article VIII, which shall
not be unreasonably withheld.




 2.3    The
Distributor shall be restricted from integrating the Product into the
manufacture and production of finished Product to be distributed, sold, marketed
and promoted by or on behalf of the Distributor or its permitted agents,
associates, affiliates, or sub-distributors. However, the Product may be sold
under a "private" label by the Distributors or its permitted agents, associates,
affiliates, or sub-distributors, provided that all packaging costs are paid in
advance to Skinvisible. 




2.4    Distributor
recognizes that Skinvisible is in the business of developing, marketing,
selling, and distributing its polymer-based delivery systems and related
technologies (including Product), and developing end-use applications therefore,
on worldwide bases. For so long as Distributor retains its exclusive
distribution rights for the Product granted under Section 2.1 of this Agreement,
Skinvisible shall refrain from selling the Product to customers within the
Territory, or engaging any third party as a distributor of the Product within
the Territory.

 

III.     DISTRIBUTOR
NOT MADE AGENT OR LEGAL REPRESENTATIVE




This
Agreement does not render Distributor an agent or legal representative of
Skinvisible for any purpose whatsoever. The Distributor is not granted any right
or authority to assume or to create any obligation or responsibility, express or
implied, on behalf of or in the name of Skinvisible or to bind Skinvisible in
any manner or thing whatsoever.




IV.     PRICING
AND PAYMENT




4.1         
*




4.2         
*




4.3          *




4.4    The
Distributor shall pay Skinvisible an up-front license fee in the amount of
$1,000,000 USD for the exclusive right to distribute, sell, market and promote
the Product within the 








 

*
The
confidential portion has been omitted and filed separately with the
Commission

 







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Territory.
Skinvisible acknowledges receipt of a $25,000 nonrefundable deposit applicable
toward this up-front license fee. *





	
      4.5
	
      The
      Distributor shall pay quarterly to Skinvisible a running royalty fee in
      order to maintain the exclusivity granted herein no later than thirty (30)
      days after the end of each quarter. The amount of the royalty shall be
      calculated as follows:








	
       
      Quarter Ended
	
       
      Amount of Payment

       

	
      September
      30, 2005 and subsequent first Year Quarters
	
      $5,000
      or 5% of gross revenues generated by Distributor from sales of the Product
      in the Territory in the quarter, whichever is greater

	
      September
      30, 2006 and subsequent second Year Quarters 
	
      $10,000
      or 5% of gross revenues generated by Distributor from sales of the Product
      in the Territory in the quarter, whichever is greater

	
      September
      30, 2007 and subsequent Quarters Thereafter
	
      $20,000
      or 5% of gross revenues generated by Distributor from sales of the Product
      in the Territory in the quarter, whichever is
greater




 




*




4.6    All
payments by the Distributor to Skinvisible to be made hereunder shall be in
United States dollars.











 

*
The
confidential portion has been omitted and filed separately with the
Commission

 







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V. TERMS
AND CONDITIONS OF PRODUCT ORDERS 




5.1    *




5.2    *




5.3    *





5.4    *




5.5    *




5.6    *














 

*
The
confidential portion has been omitted and filed separately with the
Commission










Page 5 of
18























 

 



Page
6 of 18


















(a)    *







	 	
      (b)
	
      *








	 	
      (c)
      
	
      *
















 




*
The
confidential portion has been omitted and filed separately with the
Commission





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18


























5.7    *

 

VI.     OBLIGATIONS
OF SKINVISIBLE




6.1    *







6.2    *




VII.     RIGHT
TO MANUFACTURE




7.1           Distributor
shall have the right to manufacture the Product covered by this Agreement,
instead of sourcing it from Skinvisible, provided that: (a) Distributor makes
the Product strictly in accordance with the Formula, and that it achieves the
Product Specifications; (b) Distributor 


























 

*
The
confidential portion has been omitted and filed separately with the
Commission





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18




















sources
the "M1 Polymer" ingredient for the Product from Skinvisible; (c) Distributor
applies Skinvisible's INVISICARE Trademark in a prominent fashion to all
packaging, labels, tags, advertising, and promotional materials associated with
the Products; and (d) Distributor pays Skinvisible the license fees and
royalties due pursuant to Sections 4.4 and 4.5. Distributor shall notify
Skinvisible ninety (90) days prior to its commencement of the manufacture of
Product under this Section 7.1.




7.2    Should
Distributor decide to manufacture Product under this Agreement, Skinvisible
shall disclose to Distributor as soon reasonably practicable the Formula,
Product Specification, and manufacturing know-how in sufficient detail (using
reasonable commercial efforts) to enable Distributor to make the Products. This
information shall be treated as Skinvisible's Confidential Information pursuant
to Article X. Notwithstanding the foregoing, Skinvisible shall not be required
to disclose any specific information to Distributor in the event that any
agreement with a third party would preclude Skinvisible from doing
so.




7.3    Distributor
shall bear all costs associated with the: (a) disclosure of the Formula, Product
Specifications, manufacturing know-how; (b) adapting such information or
technology for its use by Distributor; (c) any necessary training; and (d) any
documentation done for Distributor's internal purposes.




7.4    Distributor
and Skinvisible shall negotiate in good faith a separate agreement for supplying
the M1 Polymer to Distributor for incorporation into the Product to be
manufactured by Distributor, including the purchase price for such M1
Polymer.




7.5    Distributor
shall permit duly authorized representatives of Skinvisible, at reasonable
times, upon reasonable nature, and in the company of Distributor's employees to
enter any facility where the Product is being manufactured for the purpose of:
(a) inspecting those portions of the facility used in the manufacture, handling,
or storage of the Product; (b) inspecting the manufacture, handling, and storage
of the Product; and (c) ensuring that the provisions of this Agreement are being
complied with by Distributor. Such representatives shall comply with all of
Distributor's plant safety and other rules and regulations while at the
facility. 




VIII.     SUB-DISTRIBUTORS




8.1    In the
event that Distributor determines that commercial exploitation of the Product
within the Territory requires the appointment of sub-distributors through which
the Product may be sold, then Distributor shall identify such sub-distributors
to Skinvisible, and seek Skinvisible’s prior written approval of them, which
shall not be unreasonably withheld, before appointing any such sub-distributors
under this Agreement.

 

8.2          Any
sub-distributor approved in writing by Skinvisible shall have the right during
the continuance
of this Agreement to use Skinvisible’s Trademark, Patents, and other
intellectual property rights licensed under this Agreement for the sole purpose
of promoting the sales of the Product throughout the Territory under the same
terms and conditions imposed upon Distributor under this Agreement.






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IX.     IMPROVEMENT
INVENTIONS




9.1    Distributor
shall have no right to make any modifications or improvements to the Product
without Skinvisible's prior, written permission. In the event that Distributor
does conceive, develop, or reduce to practice any invention or other information
arising from or based upon the use of Skinvisible's Confidential Information or
Product (hereinafter "Improvement Invention"), then Skinvisible shall be the
sole owner of such Improvement Invention, which shall be subject to the
exclusive distributorship grant of Article II. Should Distributor desire
modification or improvement to be made to the Product, and then it shall
contract with Skinvisible under a separate agreement to develop such
modifications or improvements.




9.2    Only
Skinvisible shall have the right, in its sole discretion, to patent the Product
and Improvement Inventions.




X.     CONFIDENTIALITY




10.1    Each
party recognizes the importance to the other party that of that other party’s
Confidential Information, and such information is critical to the business of
the disclosing party. Each party recognizes that neither party would enter into
this Agreement without assurance that its Confidential Information and the value
thereof will be protected as provided in this Section 10 and elsewhere in this
Agreement.




10.2    All
Confidential Information shall remain the property of the disclosing party. The
receiving party shall hold in strict confidence the disclosing party’s
Confidential Information and with no less than the same degree of care that it
holds its own confidential and proprietary information, and it will take all
reasonable precautions to protect such Confidential Information. The receiving
party shall make the Confidential Information received under this Agreement
available only to those of its employees who have a need to know the same in
connection with their work assignments to further the objections contemplated
under this Agreement. No disclosures to third parties shall be made by the
receiving party of such Confidential Information without the prior written
approval of the disclosing party. The receiving party will use the disclosing
party’s Confidential Information only for the purposes and under the
circumstances provided in this Agreement.




10.3    Upon any
termination of this Agreement, or earlier at a party's request, each party will
return the other party’s Confidential Information and all documents or media
containing any such Confidential Information to the other party, except that the
receiving party has the right to keep one copy of such information for legal
purposes (which shall remain subject to the confidentiality provisions set forth
herein), including, but not limited to, copies of all documentation required by
the FDA.




10.4    Each
party acknowledges and agrees that the other party shall be entitled to
appropriate equitable relief in addition to whatever remedies it may have at law
in the event of a breach by the other party of its covenants contained in this
Section 10. The foregoing provision is in 

 



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addition
to, and not in limitation of, any and all remedies at law, in equity or
otherwise, that the non-breaching party may have upon the other party’s breach
of this Agreement.




10.5    Except as
otherwise provided in this Agreement, either party shall immediately notify the
other party of any private or governmental request for Confidential Information
or any other information or documents relating to the Product or this Agreement.
Each party shall have the right to participate in the other party’s response to
any such request. If a party receives any legal instrument requiring the
production of data, work papers, reports, or other materials relating to this
Agreement, that party shall: (a) give the other party, if possible, the
opportunity to participate in quashing, modifying or otherwise responding to any
compulsory process in an appropriate and timely manner; and (b) cooperate fully
with the other party’s efforts to narrow the scope of any such compulsory
process, to obtain a protective order limiting the use or disclosure of the
information sought, or in any other lawful way to obtain continued protection of
the Confidential Information.




10.6    If either
party becomes aware of the loss, theft or misappropriation of Confidential
Information, which is in its possession or control, it shall notify the other
party in writing within seven (7) days of its discovery of such loss, theft or
misappropriation.




10.7    The
rights and duties of this Article 10 shall survive the termination of this
Agreement, whether upon expiration or termination by either party.




XI.     TERM
AND TERMINATION




11.1    This
Agreement shall continue in full force and effect for twenty (20) years from the
Effective Date or the last to expire of the Patents, whichever occurs first,
unless otherwise terminated as provided in Section 11.2 below, or by mutual
written consent of the parties hereto.




11.2    Either
party may terminate this Agreement at any time as follows:





	 	
      (a)
      
	
      By
      either party, effective immediately, in the event that the other party
      should fail to materially perform any of its material obligations under
      this Agreement and should fail to remedy such failure within thirty (30)
      calendar days after receiving written demand to remedy such failure, or in
      the event such other party, despite remedying a particular failure within
      thirty (30) days as aforesaid, is guilty of chronic or persistent breaches
      of such material obligation in question, in the end result having a
      material adverse effect upon the other party;
or








	 	
      (b)
	
      By
      either party, upon thirty (30) days’ written notice if a force majeure
      event described in Section 16.1 shall have occurred and continue for sixty
      (60) days.







11.3    Skinvisible
may terminate this agreement at any time if the Distributor should become the
subject of any voluntary or involuntary bankruptcy, receivership or other
insolvency proceedings or make an assignment or other arrangement for the
benefit of its creditors, or if such other party should be nationalized or have
any of its material assets expropriated.

 



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      11.4
	
      This
      Agreement may also be terminated by mutual agreement of the
      parties.







11.5         
The
Distributor may not manufacture, market, distribute, or sell any Competing
Product while this Agreement is in full force and effect.




XII.     EFFECT
OF TERMINATION




12.1    The
rights, duties and obligations of the parties upon and following the expiration
or termination of this Agreement however occurring shall be governed by the
following provisions:





	 	
      (a)
      
	
      The
      termination of this Agreement shall not release or affect, and this
      Agreement shall remain fully operative as to, any obligations or
      liabilities incurred by either party prior to the effective date of such
      termination;








	 	
      (b)
	
      Skinvisible,
      subject to its production capabilities, shall fill all orders submitted by
      the Distributor during the term of this Agreement regardless of whether
      any of the Product in such orders are to be delivered after the expiration
      or termination of this Agreement. During such period of time that
      Skinvisible is filling such orders, all terms of this Agreement shall
      apply between the parties with respect to such production;
    and








	 	
      (c)
	
      Notwithstanding
      the provisions of section 10 hereof, Skinvisible shall, by reason only of
      the expiration or termination of this Agreement in accordance with the
      terms of this Agreement, be liable in any manner whatsoever to the
      Distributor for any damage of any kind whether direct, indirect or
      conse-quential, or for any profits on anticipated sales, or for any
      expenditures or investments;








	 	
      (d)
	
      Upon
      the effective date of termination of this Agreement, the parties hereto
      acknowledge that the exclusivity provisions set forth in Paragraph 2
      herein will no longer be in effect and that any limitations on the parties
      pertaining to sales and marketing and potential customers are dissolved
      and the parties are free to contract with any third party for future
      business; and








	 	
      (e)
	
      Termination
      or expiration of this Agreement for any reason shall not relieve the
      parties of their obligations under Articles IX, X, XI, XII, XIII, XIV, and
      XV of this Agreement.







XIII.     WARRANTY
AND REPRESENTATIONS




13.1    As an
essential term of this Agreement, each party hereby warrants and represents to
the other party that it is entitled to disclose to and license the other party
to sue its Confidential Information, Improvement Inventions, and Patents under
the terms of this Agreement without violating the trade secret or contractual
rights of any third party.




13.2    EXCEPT AS
SET FORTH IN SECTION 13.1, OR AS OTHERWISE SPECIFICALLY STATED HEREIN, THE
PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, 

 



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EXPRESS
OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS
OR A PARTICULAR PURPOSE, PATENT VALIDITY, OR NON-INFRINGEMENT OF A THIRD-PARTY
PATENT OF OTHER INTELLECTUAL PROPERTY RIGHTS REGARDING THE USE OR
COMMERCIALIZATION OF PRODUCT, CONFIDENTIAL INFORMATION, IMPROVEMENT INVENTIONS,
OR PATENTS.




XIV.     INDEMNIFICATION




14.1    Each
party shall indemnify, defend and hold harmless the other party from any and all
claims, costs, liabilities, or damages (including reasonable attorney's fees)
arising from its:




(a)    uncured
material breach of this Agreement;




(b)    breach of
any Warranty or Representation provided pursuant to Article XII;





	 	
      (c)
	
      negligent,
      grossly negligent, reckless, or wilful acts or omissions. Each party shall
      be responsible for any and all damages that it is subjected to by means of
      its own negligent, grossly negligent, reckless or wilful acts or
      omissions.







14.2    In the
event a third-party lawsuit is filed against a party (the "Indemnitee") due to
the negligent, grossly negligent, reckless or wilful actions or omissions of the
other party (the "Indemnitor"), then the Indemnitee shall promptly provide
notice of such suit to the Indemnitor, and permit the Indemnitor to control its
defence, including the terms under which any such suit is settled. The
Indemnitee shall provide all reasonable cooperation to the Indemnitor at the
Indemnitor's expense in the defence of that suit.




XV.     PATENT
MARKING




Distributor
shall cause each unit of Product that it manufactures, markets, sells, or
otherwise introduces into commerce under this Agreement to have affixed thereto
a label bearing the following legend: "U.S. Patent No. 6,582,683 under license
from Skinvisible Pharmaceuticals, Inc." Skinvisible shall update this legend for
Distributor as additional Patents are issued.




       
XVI.    MISCELLANEOUS
PROVISIONS




16.1    Neither
party shall be in default hereunder by reason of any failure or delay in the
performance of any obligation under this Agreement where such failure or delay
arises out of any cause beyond the reasonable control and without the fault or
negligence of such party. Such causes shall include, without limitation, storms,
floods, other acts of nature, fires, explosions, riots, war or civil
disturbance, strikes or other labor unrests, embargoes and other governmental
actions or regulations which would prohibit either party from ordering or
furnishing the Product or from performing any other aspects of the obligations
hereunder, delays in transportation, and liability to obtain necessary labor,
supplies or manufacturing facilities.






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16.2     Each and
every right and remedy hereunder is cumulative with each and every other right
and remedy herein or in any other agreement between the parties or under
applicable law.




16.3    Each
party hereby acknowledges receipt of a signed copy of this
Agreement.




16.4    Nothing
contained in this Agreement shall create or shall be construed as creating a
partnership, a joint venture, agency or employment relationship between the
parties. The parties agree to perform their obligations in accordance with this
Agreement at arms’ length and only as independent contractors. Neither party has
the right or authority to assume nor create any obligations or responsibilities,
express or implied, on behalf of the other party, and neither party may bind the
other party in any manner or thing whatsoever. Neither party shall be liable,
except as expressly provided otherwise in this Agreement, for any expenses,
liabilities or other obligations incurred by the other.




16.5    Skinvisible
and the Distributor each represent and warrant to the other that it is duly
organized, validly existing and in good standing under the laws of the State or
Commonwealth (as applicable) in which incorporated, and that it has full
corporate power and authority to carry on the business presently being conducted
by it and to enter into and to perform its obligations under this Agreement.





16.6    Skinvisible
and the Distributor each represent and warrant to the other that it has taken
all action necessary to authorize the execution and delivery of this Agreement
and the performance of each party’s respective obligations hereunder. Each
party’s officer executing this Agreement on its behalf has the legal power,
right and authority to bind the party to the terms and conditions of this
Agreement, and when he or she executes and delivers this Agreement and any
instruments contemplated herein, he or she will have the power, right and
authority to bind the party thereto.




16.7    All
notices, requests, demands and other communications hereunder shall be given in
writing and shall be: (a) personally delivered; (b) sent by telecopy, facsimile
transmission or other electronic means of transmitting written documents with
confirmation of receipt; or (c) sent to the parties at their respective
addresses indicated herein by registered or certified mail, return receipt
requested and postage prepaid, or by private overnight mail courier services
with confirmation of receipt. The respective addresses to be used for all such
notices, demands or requests shall be as set forth on page 1 hereof or to such
other person or address as either party shall furnish to the other in writing
from time to time. If personally delivered, such communication shall be deemed
delivered upon actual receipt by the “attention” addressee or a person
authorized to accept for such addressee; if electronically transmitted pursuant
to this paragraph, such communication shall be deemed delivered the next
business day after transmission (and sender shall bear the burden of proof of
delivery); if sent by overnight courier pursuant to this paragraph, such
communication shall be deemed delivered upon receipt by the “attention”
addressee or a person authorized to accept for such address; and if sent by mail
pursuant to this paragraph, such communication shall be deemed delivered as of
the date of delivery indicated on the receipt issued by the relevant postal
service, or, if the addressee fails or refuses to accept delivery, as of the
date of such failure or refusal. Any party to this Agreement may change its
address for the purposes of this Agreement by giving notice thereof in
accordance with this section 16.7.






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16.8    This
Agreement may not be amended or modified otherwise than by a written agreement
executed by the parties hereto or their respective successors and legal
representatives. 




16.9    This
Agreement is not intended, nor shall it be construed, to confer upon any person
except the parties hereto and its successors and permitted assigns any rights or
remedies under or by reason of this Agreement, except as contemplated
herein.




16.10    This
Agreement and all matters arising under or growing out of or in connection with
or in respect of this Agreement shall be governed by and construed in accordance
with the laws of the State of Nevada. 




16.11    The
headings in this Agreement are inserted for convenience only and shall not
constitute a part hereof.




16.12    Each
provision contained in this Agreement is declared to constitute a separate and
distinct covenant and provision and to be severable from all other separate,
distinct covenants and provisions. In any provision of this Agreement is or
becomes invalid, illegal, or unenforceable in any jurisdiction, such provision
shall be deemed amended to conform to applicable laws as to be valid and
enforceable or, if it cannot be so amended without materially altering the
intention of the parties, it shall be stricken and the remainder of this
Agreement shall remain in full force and effect.




16.13    No waiver
of a breach of any provision of this Agreement shall be deemed to be, or shall
constitute, a waiver of a breach of any other provision of this Agreement,
whether or not similar, nor shall such waiver constitute a continuing waiver of
such breach unless otherwise expressly provided in such waiver.




16.14    This
Agreement may not be assigned by the Distributor without the prior written
consent of Skinvisible. Skinvisible may assign, transfer, or convey its
manufacturing obligations to third parties who shall be bound by the same
standards as Skinvisible. 




16.15    All
prices quoted in this Agreement are exclusive of all applicable sales, use or
other excise taxes (including sales tax and goods and services tax). The
Distributor is responsible for all taxes and similar charges customary for a
buyer of Product and services as herein contemplated.




16.16    All
disputes, claims or controversies arising out of or relating to this Agreement,
or the breach, termination or invalidity hereof, shall be
finally settled in United States under the Rules of Arbitration of the
International Chamber of Commerce by one or more arbitrators appointed in
accordance with the said Rules. The arbitration shall take place in Las Vegas,
Nevada.




16.17    The
parties agree to execute such documents, make such filings and take such actions
as may be reasonably necessary at the request of the other party to give full
force and effect to the provisions hereof.






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16.18    This
Agreement may be executed in one or more counterparts, each of which when taken
together shall constitute one and the same instrument. This Agreement may be
delivered by personal delivery of facsimile transmission.

 

IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date and
year first written above.

 

SKINVISIBLE
PHARMACEUTICALS, INC.




By:         
/s/ Terry
Howlett             


               
Name:   Terry
Howlett
               Title:     
President

 

SAFE4HOURS,
INC.




By:         
/s/ James
Graves           


               
Name:   James Graves

              
Title:    
its President


 

 

 








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SCHEDULE
A




Product
List

 

Skinvisible's
Antimicrobial Hand Sanitizer:
Triclosan 1%, Purified Water, PVM/MA Copolymer - VP/Hexadecene Copolymer -
VP/Eicosene Copolymer, Glycerin, Aloe - 10% Solution, Triethanolamine,
Nonoxynol-9, Vegetable Oil, Carbomer, Propylene Glycol, Diazolidinyl Urea,
Iodopropynyl, Butylcarbarnate. 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 




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SCHEDULE
B




Price
List










Product
                                                                               
Packaged
Wholesale Pricing

                                                         2 oz.    4
oz.     8 oz.    16
oz.    1
gal.    1
liter                   





Sanitizer
Lotion                                     
*      *      *      *                    
*                  
*







 

 

 

 

 

 

 

 

 

 

 

 

 


 

*
The
confidential portion has been omitted and filed separately with the
Commission

 

 

 

 

 

 

 








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