Skinvisible,
Inc.




CODE OF
BUSINESS CONDUCT AND ETHICS





Table of
Contents





Introduction
    
    1Section
      1.
    Your
      Responsibilities
    2Section
      2.
    Compliance
      with Law and This Code
    3Section
      3.
    Conflicts
      of Interest
    5Section
      4.
    Loans,
      Travel Advances, Use of Company Assets
    6Section
      5.
    Protecting
      Company Information
    7Section
      6.
    Disclosure,
      Financial Records, Accurate Record-Keeping And Retention of
      Records
    8Section
      7.
    Gifts,
      Entertainment, Fair Dealing and Competition
    10Section
      8.
    Waivers
      of the Code of Business Ethics, Compliance Procedures and Administration
      of the Code
    11Section
      9.
    Company
      Resources for Guidance and Reporting
    13





**For
purposes of this Code, each reference in this policy to
"Associates** **"** **includes all Skinvisible, Inc.** **(“** **SKVI”)
employees, officers and Board members.**





**SKVI** **Code
of Business Conduct and Ethics sets forth certain Company policies for ethical
business conduct. The Code does not create any contractual rights of any kind
between the Company and an** **SKVI** **Associate or between the Company and third parties.**











All SKVI Associates, officers and directors must conduct themselves according to the
guidelines described in this Code of Business Conduct and Ethics and avoid the
appearance of inappropriate conduct. We will provide this Code to and expect it
to be followed by all of the Company's Associates.





**INTRODUCTION**





This Code
of Business Conduct and Ethics (this "Code") covers a wide range of business
practices and procedures, but does not cover every issue that may arise. Its
purpose is to set out basic principles and policies
to guide all Company Associates. It is designed to give you a clear and broad
understanding of the conduct
expected of our Associates to promote ethical and honest behavior and
integrity in all matters, deter wrongdoing and at all times maintain the
confidence of our shareholders, our
customers and the outside community in our systems of controls.





If a law
conflicts with the policies in this Code, Associates must
comply with the law. However, if a local custom or policy conflicts with this
Code, Associates must
comply with this Code. Associates
who have any
questions about these conflicts are urged to ask their manager or the
responsible party identified in this Code for guidance about the
situation.





Anyone
who violates this Code is subject to disciplinary action in accordance with this
Code and other Company policies and procedures. If Associates are in a
situation that they believe may violate or lead to a violation of this Code,
they should follow the compliance procedures described throughout this
Code.





No code
of business ethics and conduct can replace the thoughtful behavior of an ethical
Associate. The purpose of this Code is to provide a guide on how to recognize
and deal with ethical issues, to provide mechanisms to report non-compliant conduct and to foster a culture of honesty,
integrity and accountability.




1







Section 1


****


**YOUR
RESPONSIBILITIES**





***SOME
HIGHLIGHTS OF THIS CODE***





All SKVI
Associates are responsible for reading, understanding and complying with this
Code. Ignorance of this Code is not an excuse for failing to comply with its
requirements. Here are some general guiding principles:





·
    Aspire
      to act with integrity and honesty in all
matters.





·
    Follow
      the law wherever you are and in all material
respects.





·
    Keep
      accurate and timely financial and other records for both internal and
      external activities andtransactions
      which fairly present the activities, transactions and the Company's
      financial position.





·
    Use
      Company assets,including
      its facilities, computers, supplies, materials, telephones, and work time,
      for the benefit of the Company, not for personal gain or benefit.





·
    Never
      bribe or improperly influence a government or regulatory official or
      agent.





·
    Deal
      with customers, suppliers, vendors and all other third parties fairly and
      at arm's length.





·
    Safeguard
      the Company's proprietary information and the information of customers,
      suppliers and vendors entrusted to you.





·
    Refrain
      from behavior that harms the reputation of the
Company.





·
    Violations
      of this Code include direct violations as well as asking others to violate
      the Code or failing to cooperate in a Code
  investigation.





·
    Violating
      the Code can result in disciplinary action. Discipline will depend on the
      facts and circumstances, and may include, alone or in combination, a
      letter of reprimand, demotion, suspension and even termination of
      employment and legal proceedings.





·
    If
      you need guidance concerning this Code,Associatesshould
      contact Management or the Human Resources Department. Please review
      Section 9 to see how to contact these Company
resources.








2





**Section
2**





**COMPLIANCE
WITH THE LAW AND THIS CODE**





All
Associates are responsible for complying with the laws of the U.S. or the
province and country in which they are employed. Associates should become aware
of and understand the laws that affect their job performance, even if these laws
are not listed below. While each and every law and regulation with which the
Company must comply cannot be described, a few examples are listed
below:





*Wage
and Hour and Other Labor Laws*





It is
Company policy to comply with all applicable laws and regulations in the
jurisdictions in which the Company
does business relating to the payment of wages, overtime, time off, prohibitions
and limitations  on the
employment of minors, employment of aliens and related topics. As described in
Section 6 below, appropriate documentation needs to be maintained by all responsible Associates
so that the Company can demonstrate its compliance with these laws and
regulations.





*Antitrust
Laws*





Very
complex antitrust laws prohibit making agreements with competitors or customers
to limit competition or sharing information, such as pricing information, that
may limit or restrict competition. To prove an antitrust violation, the
government or private litigant does not have to demonstrate that the parties had
a written agreement to limit or restrict competition. Violations can be inferred
from the parties' conduct. Therefore, Associates should not contact any
competitor about the pricing of our products or services, the timing or content
of our sales events, or any other aspect of the Company's competition
efforts . Refer
all questions or inquiries from outside attorneys or regulators to Management or
to the Human Resources Department .





*Foreign
Corrupt Practices Act*





SKVI's
business relationships outside the U.S. must comply with the requirements of
certain U.S. laws that impose on the Company standards of conduct for its
business throughout the world, including the prohibition
of any direct or indirect payment or transfer of Company funds or assets to
suppliers, vendors, or
government officials in the form of bribes, kickbacks or other
payoffs.





*Securities
Laws*





U.S.
federal and state securities laws and the Securities and Exchange Commission
("SEC") impose laws, rules and regulations regarding the use and public
disclosure of corporate inside information ("nonpublic information"). The
purpose of these regulations is to protect the interests of the Company, its
shareholders and the investing public by providing them with timely, complete
and accurate information about significant corporate developments which might
affect the value of our stock.





These
laws, rules and regulations require the Company, its Associates, and agents to
ensure that information about the Company is not used impermissibly in
connection with the purchase and sale of our stock. Violations of the securities
laws can result in substantial civil and criminal prosecution as well as fines
and penalties. Refer to the discussion of nonpublic information that appears in
Section 5.





3


**


*Harassment
and Discrimination*





The
Company's policy is to promote and maintain a work environment in which all
Associates, customers, suppliers, vendors, and manufacturers are treated with respect and decency. The
Company discourages any form of discriminatory, disrespectful or harassing
behavior by or towards any Associate, customer, supplier, vendor or
manufacturer.





*Health
and Safety*





The
Company strives to provide each Associate with a safe and healthy work
environment. Associates share responsibility for maintaining a safe workplace by
following safety and health rules and practices and immediately reporting
accidents, injuries and unsafe equipment, practices or conditions.





Threats
or acts of violence or intimidation made by Associates or other representatives
of the Company are  prohibited.
Associates must report to work in condition to perform their duties, free from
the influence of  illegal
drugs or alcohol. The use of illegal drugs will not be tolerated. The use of
alcohol is not permitted in the
workplace except for limited Company approved use at certain company-sponsored
events and celebrations.





*Associates’
Obligations*





Associates
are required to report violations and suspected violations of laws and of this
Code. In all cases, there can be no retaliation or reprisal against an Associate
for making good faith reports and every effort will be made to maintain
confidentiality. Retaliation, retribution or harassment against any Associate
making good faith reports is prohibited and is grounds for discipline, up to and
including termination.





Associates
should report these violations and any potential criminal violations to
Management or the Human Resources Department .





Associates
are required to cooperate with investigations into Code or legal violations and
must always be truthful
and forthcoming during the course of these investigations. If contacted by
external legal authorities, Associates must first contact Management or the
Human Resources Department.





All SKVI Associates have important responsibilities under this Code and are responsible
for setting the tone for ethical behavior and integrity. Seek guidance when
necessary. When in doubt, ask Management or the Human Resources
Department.





4





**Section
3**





**CONFLICTS
OF INTEREST**





A
conflict of interest situation can arise when any Associate takes actions or has
interests that may make it difficult to perform Company work objectively and effectively. Associates must
not engage in any business
activity, employment or outside interest that interferes with their duties to
the Company, divides their
loyalty, or creates an actual or apparent conflict of interest without
appropriate approval. If an Associate
is not sure whether a relationship or transaction poses a conflict, seek
guidance from Management or the Human Resources Department . Keep in
mind that this Code cannot address every potential conflict, so use common sense
and seek guidance when questions arise.


**


*General
Principles*





An
Associate working simultaneously for a competitor, customer or supplier without
appropriate approval generally constitutes a conflict of interest. Associates are not permitted to
work for a competitor as an employee, officer, director, representative or in
any other capacity. The best policy is to avoid any direct or
indirect business connection with the Compan y ' s
customers, suppliers or competitors, except on behalf of the
Company.





Associates
may not have a financial interest in a transaction with the Company, even an
indirect interest through, for example, a family member, unless the Associate
has obtained the prior written approval of the SKVI CEO.





Without
prior approval, Associates may not have any financial interest in customers or
suppliers that could cause divided loyalty or the
appearance of divided loyalty.





Although
an SKVI Associate may serve as a director or trustee of a charity or other nonprofit
organization to which
the Company may contribute, if an Associate wishes to serve as an actual
"employee" (and not just as a director or trustee) of a charity or other
nonprofit organization, they must obtain prior written approval of the SKVI CEO.





Associates
are prohibited from benefiting through opportunities that are discovered through
the use of corporate property, information, or position, without prior written
approval of the SKVI  CEO.
Associates also shall not compete with the Company directly or indirectly.
Associates owe a duty to the Company to advance its legitimate interests when
the opportunity to do so arises.





*Executive
Officers and Outside Directors*





The board of ** directors
or a designated committee must approve a director or an executive officer's
direct or indirect interest in a material transaction involving the
Company.





Officers
of the Company must obtain the approval of the board of directors or a
designated committee of  all
outside directors for all employment or outside directorships with other
public companies.





5





**Section
4**





**LOANS,
TRAVEL ADVANCES, USE OF COMPANY ASSETS**





*Loans*





Loans
from the Company to directors and executive officers of the Company are
prohibited in accordance with applicable federal law. SKVI CEO or
CFO must approve any loan from the Company to other Associates.





*Travel
Advances*





The
Company may advance cash, reasonable in relation to the anticipated expenses, to
Associates, in accordance with Company policy, to cover reimbursable travel and
similar expenses incurred while performing
authorized activities for a business purpose on behalf of the Company.
Associates must settle the
advances through standard company documentation to show the extent to which such
reimbursable expenses were incurred and reimburse any unused advance to the
Company.





*Protection
and Proper Use of Company Assets*





Company
assets, including its proprietary information, are to be used to advance the
Company's business. Associates should protect the Company ' s assets
and ensure their efficient use. Theft, carelessness, and waste have a direct
impact on the Company's profitability. Associates should report immediately any
suspected incident of fraud or theft.





6





**Section
5**





**PROTECTING
COMPANY INFORMATION**





Associates
have an obligation to safeguard the Company's nonpublic information and other
confidential information, including information entrusted to the Company by its
customers, vendors and suppliers. Nonpublic information includes, but is not
limited to, items such as financial or technical data, sales, intellectual
property (such as trade secrets and "know-how"), pricing, market data, salary
information, databases, unpublished financials, plans for acquisitions or
divestitures, information about major contracts, suppliers, vendors, designs,
expansion plans, contraction plans, financing transactions, major management
changes before such changes are publicly announced, and personal information
about Associates that has not been disclosed or made available to the general
public. Associates should not share any material nonpublic information with
anyone outside the Company unless it is necessary or appropriate as part of
their work responsibilities and the appropriate safeguard, such as a signed
nondisclosure agreement, is in place. Associates have a continuing obligation to
preserve nonpublic information even after their employment or other relationship
with the Company ends.





*General
Principles*





·
    Do
      not disclose any material nonpublic information to anyone outside the
      Company, except when disclosure is required for business purposes and
      appropriate steps have been taken, such as through the execution of a
      nondisclosure agreement, to prevent misuse of the
    information.





·
    Unauthorized
      use or distribution of material nonpublic information would not only
      violate Company policy but could also be illegal and result in civil or
      criminal penalties.





·
    Associates
      trading inSKVIstock while in possession of material, nonpublic information concerningSKVIor
      providing any material nonpublic information to others so that they may
      trade inSKVIstock is illegal and could result in civil and criminal prosecution and
      penalties.





·
    Associates
      should treat the nonpublic information they receive from other companies
      confidentially. Any Associate with questions about the use of other
      companies' nonpublic information should contact Management or the Human
      Resources Department for guidance.





·
    Associates
      should not answer questions from the media or financial analysts; refer
      all such inquiries to the CEO or CFO.





7





**Section
6**





**DISCLOSURE,
FINANCIAL RECORDS, ACCURATE RECORD-KEEPING AND RETENTION** **OF** **RECORDS
AND USE OF E-MAIL AND INTERNET SERVICES**





*Public
Disclosure*





The U.S.
securities laws and regulations require the preparation and disclosure of
information about the Company's finances, business and operations. As a result,
each Associate has a duty to:





·
    Comply
      with the Company's authorization procedures to ensure that the Company's
      transactions are properly authorized.





·  Keep
records that accurately, fully and timely reflect material Company
transactions.





·
    Provide
      and disclose information concerning Company transactions, assets and
      obligations that is truthful and accurate and does not omit a fact that
      would alter the public's understanding or perception of the
      information.





SKVI's policy
is to comply with its reporting and disclosure obligations and maintain the
internal controls necessary and required to assure compliance with the Company's legal
obligations. If an Associate has questions about these matters, they should
consult Management or the Human Resources Department to report any suspected
violations in the manner described in Section 8.





*Company* *Records*





The
Company's records are the basis for managing the Company's business and for
fulfilling its obligations to shareholders, customers, suppliers, vendors and
regulatory authorities. The Company requires honest, accurate and timely
recording and reporting of information in order to make responsible business
decisions and to comply with SEC disclosure obligations. Every Company financial
record , including
time sheets, sales records and expense report s, must be
complete, accurate and in accordance with all applicable laws.





Associates
must:


- comply
  with all required accounting procedures;
- correctly
  and accurately identify and record all assets, liabilities, and
  revenues;
- respond
  fully and accurately to internal and external auditors;
- record
  and classify transactions in the appropriate accounting period and in the
  appropriate account and department;
- support
  required estimates and accruals by appropriate documentation, based on good
  judgment.

Associates
must not:


- Make
  any knowingly false or misleading accounting entries;
- Make
  any knowingly false or misleading statements to internal or external auditors
  or knowingly omit or hold back information necessary to make the statements
  truthful;
- Withhold
  information, books and records from internal or external
  auditors.

8





The
Company's books, records, accounts and financial statements, including tax
returns, expense reimbursements, sales information, time sheets, and other
documents and reports (and including those submitted
to external agencies), must be maintained in reasonable detail, must be clear
and accurate, must appropriately and accurately reflect the Company's transactions, and must
conform to applicable legal and accounting requirements and to the Company's
system of internal controls. All entries in the Company's books and records,
including department accounts and individual expense reports, must clearly and
accurately reflect each transaction. Unrecorded or other "off the books"
agreements are not  permitted.





*Business
Communications Systems*





Business
records and communications, including e-mails, internal memos and reports, often
become public, and Associates should avoid exaggeration, derogatory remarks,
guesswork, or inappropriate characterizations of people and
companies.





The
Company's e-mail system and Internet services are provided for work related
purposes and not for personal
matters. Incidental and occasional personal use is permitted, but is not
permitted for any purpose inconsistent with this Code. Do not access, send or download any information
that is illegal or could be insulting
or offensive to another person, such as sexually explicit messages, cartoons or
jokes, unwelcome propositions, ethnic or racial slurs, or any other message that could be viewed
as harassment.





E-mail
messages, voice mail and computer information are considered Company property
and Associates should not have any expectation of privacy. Unless prohibited by
law, the Company reserves the right to monitor, access and disclose this
information as necessary for business purposes or as the Company otherwise deems
appropriate. Use good judgment and do not access, send a message, or store any
information that would be inappropriate if seen or heard by other individuals.
Violation of these policies may result in disciplinary actions up to and
including discharge by the Company.





*Record
Retention*





Retain or
discard records in accordance with the Company's guidelines on record retention.
If Associates become aware of a threatened or pending litigation or governmental
investigation, immediately consult with Management or the Human Resources
Department about the retention of records.




9





**Section
7**





**GIFTS,
ENTERTAINMENT, FAIR DEALING AND COMPETITION**





*Gifts* *and
Entertainment*





Receipt
of a gift can create a conflict of interest or the appearance of a conflict of
interest. Associates must not,
without approval of a Company officer, solicit or accept, directly or
indirectly, from any actual or
potential supplier, vendor or competitor or other third party with whom the
Company has or may reasonably expect to have a business relationship, any bribe,
commission, kickback, gratuity or gift, except for personal, non-cash gifts of
nominal value or customary and normal entertainment. To assist in determining
whether a gift is acceptable, Associates should ask whether accepting the gift
or services would be perceived by others, after the event, to have influenced
such Associate's judgment or action? Will the person offering it think such
Associate has been compromised? If the answer to either of these questions is
"yes", the Associate should refuse the gift gracefully, advising the giver of
the Company's policy prohibiting its acceptance. The Company selects suppliers
and vendors on merit, considering among other things, price, quality, and
reputation.





Associates
may accept occasional meals or other forms of reasonable entertainment from
suppliers or vendors as a courtesy extended during the normal course of
business, provided the entertainment is not offered to influence your business
decisions. If the entertainment proposed is more than reasonable, the approval
of a Company officer must be obtained.





*Competition
and Fair Dealing*





SKVI seeks to
outperform our competition fairly and honestly and seeks competitive advantages
through superior
performance, never through unethical or illegal business practices. Each
Associate should deal fairly with the Company's customers, suppliers,
competitors and other Associates. No Associate should take unfair advantage of
anyone through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any other intentional unfair-dealing
practice.




10





**Section
8**





**WAIVERS** **OF** **TIIE
CODE OF BUSINESS ETHICS, COMPLIANCE PROCEDURES AND ADMINISTRATION OF THE
CODE**





Only the
Board of Directors or its designated committee can grant a waiver of this Code
for executive officers and Board members. Such waivers may be granted only in
instances in which the specific facts are consistent with this Code's
fundamental purpose of promoting integrity and ethical behavior on the part of
each member of the Company. The Company will disclose such waiver to the extent
required by applicable law or regulation.





For
Associates other than executive officers and directors, only the CEO can grant
waivers from this Code.





*Obligation
to Report Violations in Good Faith:* Associates
are required to report or cause to be reported, in good faith, any of the
following:


any
  improper, inaccurate or misleading information included or to be included in
  any Company public communication, SEC filing (including annual reports and
  quarterly reports), or financial statement;


- questionable
  accounting, auditing, financial reporting, or internal
  controls;

- any
  suspected fraud or theft, or improper use of Company assets;
  and

- any
  retaliation against any person reporting any of the above
  matters.

*Reporting
Procedures:* Any of
the above matters should be reported to Management or to the Human Resources Department. Each report will be logged, retained and
investigated.





If in
reporting any questionable accounting, auditing, financial reporting, or
internal controls matter, a SKVI Associate wishes to provide the report confidentially and anonymously, the
report will be accepted on that
basis. In reviewing and considering that report, the Company will maintain the
confidentiality of the report. There may be times or circumstances, however,
where for legal reasons (and as may be permitted by applicable federal law) the
Company is not possible or appropriate to maintain the confidentiality of such
matter, in which case we will seek to avoid any prejudice to the Associate or
retaliation against the Associate.





All SKVI Associates have a responsibility to assist and cooperate in any investigation of
any of the above matters,
whether involving a report or information submitted by an Associate or by anyone
else. All SKVI Associates are also required to assist in any investigation by any regulatory or
law enforcement agency and
Associates must promptly notify Management or to the Human Resources Department
if an Associate is contacted by any such agency.





*No
Retaliation:* Retaliation
against "whistleblowers" is illegal under United States law and certain foreign
laws, and SKVI will
assure that the legal protections afforded by law to such "whistleblowers" are
maintained. Accordingly, no SKVI Associates will be subject to retaliation or discipline for providing,
in good faith, reports or other information concerning suspected violations of
law or Company policy
or of any of the other above matters. If Associates believe that they are the
subject of retaliation or that
their job status has been adversely affected as a result of





11





reporting
under this Code, Associates should contact
Management or the Human Resources Department.





*Compliance
Procedures:* The
responsibility for administering this Code rests with each Associate of the
Company. Associates are responsible for making sure that they comply with this
Code.





12





**Section
9**





**COMPANY
RESOURCES FOR GUIDANCE AND REPORTING**





Terry
Howlett


Chief
Executive Officer, Chief Financial Officer & Director


702-433-7154
Ext. 222








**SKVI's
Code of Business Conduct and Ethics offers non-exclusive, general guidelines for
ethical business conduct. The Code does not create any contractual rights of any
kind between the Company and each associate or between the Company and third
parties.**





13