THIS NOTE AND THE SECURITIES ISSUABLE
UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED
FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.


 


SKINVISIBLE, INC.


CONVERTIBLE PROMISSORY
NOTE


$ _____________February 17, 2016


Las Vegas, Nevada


FOR VALUE RECEIVED,
Skinvisible, Inc., a Nevada corporation (the “Company”) promises to pay to _________________ (“Investor”),
or its registered assigns, in lawful money of the United States of America the principal sum of $___________________, or such lesser
amount as shall equal the outstanding principal amount hereof, together with interest from the date of this Note on the unpaid
principal balance at a rate equal to 9% per annum, computed on the basis of the actual number of days elapsed and a year of 365
days. All unpaid principal, together with any then unpaid and accrued interest and other amounts payable hereunder, shall be due
and payable on the earlier of (i) the second anniversary of the date of this Note (the “Maturity Date”),
(ii) upon the occurrence of an IPO of at least $10,000,000, sale of assets or change of control, or (iii) when, upon or after
the occurrence of an Event of Default (as defined below), such amounts are declared due and payable by Investor or made automatically
due and payable in accordance with the terms hereof.


The following is
a statement of the rights of Investor and the conditions to which this Note is subject, and to which Investor, by the acceptance
of this Note, agrees:


1.      
Definitions. As used in this Note, the following capitalized terms have the
following meanings:


(a)    
 the “Company” includes the corporation initially executing this Note and
any Person which shall succeed to or assume the obligations of the Company under this Note.


(b)    
“Event of Default” has the meaning given in Section 4 hereof.


(c)    
“GAAP” shall mean generally accepted accounting principles as in effect
in the United States of America from time to time. 


(d)    
“Investor” shall mean the Person specified in the introductory paragraph
of this Note or any Person who shall at the time be the registered holder of this Note.






    	 		 



     


    




(e)    
 “Material Adverse Effect” shall mean a material adverse effect on (a) the
business, assets, operations, prospects or financial or other condition of the Company; (b) the ability of the Company to
pay or perform the Obligations in accordance with the terms of this Note and the other Transaction Documents and to avoid an Event
of Default, or an event which, with the giving of notice or the passage of time or both, would constitute an Event of Default,
under any Transaction Document; or (c) the rights and remedies of Investor under this Note, the other Transaction Documents
or any related document, instrument or agreement. 


(f)     
 “Obligations” shall mean and include all loans, advances, debts, liabilities
and obligations, howsoever arising, owed by the Company to Investor of every kind and description (whether or not evidenced by
any note or instrument and whether or not for the payment of money), now existing or hereafter arising under or pursuant to the
terms of this Note, including, all interest, fees, charges, expenses, attorneys’ fees and costs and accountants’ fees
and costs chargeable to and payable by the Company hereunder and thereunder, in each case, whether direct or indirect, absolute
or contingent, due or to become due, and whether or not arising after the commencement of a proceeding under Title 11 of the
United States Code (11 U. S. C. Section 101 et seq.), as amended from time to time (including post-petition interest)
and whether or not allowed or allowable as a claim in any such proceeding. 


(g)    
“Person” shall mean and include an individual, a partnership, a corporation
(including a business trust), a joint stock company, a limited liability company, an unincorporated association, a joint venture
or other entity or a governmental authority.


(h)    
“Securities Act” shall mean the Securities Act of 1933, as amended.


(i)      
“Subsidiary” shall mean (a) any corporation of which more than 50%
of the issued and outstanding equity securities having ordinary voting power to elect a majority of the Board of Directors of such
corporation is at the time directly or indirectly owned or controlled by the Company, (b) any partnership, joint venture,
or other association of which more than 50% of the equity interest having the power to vote, direct or control the management
of such partnership, joint venture or other association is at the time directly or indirectly owned and controlled by the Company,
(c) any other entity included in the financial statements of the Company on a consolidated basis.


(j)     
“Transaction Documents” shall mean this Note.


2.      
Interest. Accrued interest on this Note shall be payable monthly to the Investor
and paid as per instructions on Exhibit C. 


3.      
Prepayment. Upon five days prior written notice to Investor, the Company may
prepay this Note in whole or in part. 


4.      
Events of Default. The occurrence of any of the following shall constitute an
“Event of Default” under this Note and the other Transaction Documents:


(a)    
Failure to Pay. The Company shall fail to pay when due any principal or interest payment
on the due date hereunder and such payment shall not have been made within ten days of the Company’s receipt of Investor’s
written notice to the Company of such failure to pay; or


(b)    
Voluntary Bankruptcy or Insolvency Proceedings. The Company shall (i) discontinue
its business, (ii) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of
all or a substantial part of its property, (iii) make a general assignment for the benefit of its or any of its creditors,
(iv) be dissolved or liquidated, (v) become insolvent (as such term may be defined or interpreted under any applicable
statute), (vi) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect
to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such
relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding
commenced against it, or (vii) take any action for the purpose of effecting any of the foregoing;






    	 	2	 



     


    




(c)    
Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of
a receiver, trustee, liquidator or custodian of the Company or of all or a substantial part of the property thereof, or an involuntary
case or other proceedings seeking liquidation, reorganization or other relief with respect to the Company or the debts thereof
under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered
or such proceeding shall not be dismissed or stayed within 60 days of commencement;


(d)Foreclosure
Proceedings. Proceedings are commenced to foreclose a security interest or lien on any property or assets of the Company as
a result of default in the payment or performance of any debt of the Company for borrowed money in excess of $1,000,000;


(e)Judgment
Against the Company. A final judgment for the payment of money in excess of $200,000 is entered against the Company by a court
of competent jurisdiction, and such judgment is not discharged in accordance with its terms within sixty (60) days after the date
such judgment is entered, and within such period an appeal therefrom has not been prosecuted and the execution thereof caused to
be stayed during such appeal; or


(f)Garnishment.
An attachment or garnishment is levied against the assets or properties of the Company involving an amount in excess of $1,000,000,
and such levy is not vacated or otherwise terminated within sixty (60) days after the date of its effectiveness;


5.      
Rights of Investor upon Default. Upon the occurrence or existence of any Event
of Default (other than an Event of Default described in Sections 4(b) or 4(c)) and at any time thereafter during
the continuance of such Event of Default, Investor may, declare all outstanding Obligations payable by the Company hereunder to
be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly
waived. Upon the occurrence or existence of any Event of Default described in Sections 4(b) and 4(c), immediately
and without notice, all outstanding Obligations payable by the Company hereunder shall automatically become immediately due and
payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived. In addition
to the foregoing remedies, upon the occurrence or existence of any Event of Default, Investor may exercise any other right power
or remedy granted to it by the Transaction Documents or otherwise permitted to it by law, either by suit in equity or by action
at law, or both.


6.      
Conversion.


(a)    
Conversion Right. The Investor shall have the right at any time after the third month
anniversary of this Note to convert all or any part of the outstanding and unpaid principal amount of this Note into fully paid
and non-assessable shares of common stock (the “Common Stock”) at the conversion price (the “Conversion
Price”) determined as provided herein (a “Conversion”); provided, however, that in no event shall
the Investor be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the
sum of (1) the number of shares of Common Stock beneficially owned by the Investor and its affiliates and (2) the number of shares
of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso
is being made, would result in beneficial ownership by the Investor and its affiliates of more than 4.99% of the outstanding shares
of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations
13D-G thereunder, except as otherwise provided in clause (1) of such proviso, provided, further, however, that the limitations
on conversion may be waived by the Investor upon, at the election of the Investor, not less than 61 days’ prior notice to
the Company, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as
determined by the Investor, as may be specified in such notice of waiver). The number of shares of Common Stock to be issued upon
each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion
Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit “A”
(the “Notice of Conversion”), delivered to the Company by the Investor in accordance with Section 6(b)
below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably
expected to result in, notice) to the Company before 6:00 p.m., Pacific time on such conversion date (the “Conversion
Date”). The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of
(1) the principal amount of this Note to be converted in such conversion plus (2) at the Investor’s option, accrued and unpaid
interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date. In addition, the
Company will issue a warrant agreement in the name of your designate, which will give the holder the right to purchase further
shares at the price to be set as to 2 times the Conversion Price per share if exercised within 1 year following the
conversion date. The warrant agreement will give the holder the right to purchase one share for every two shares acquired by the
holder in this transaction.






    	 	3	 



     


    




(b)    
Calculation of Conversion Price. The conversion price (the “Conversion Price”)
shall equal the Variable Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends
or rights offerings by the Company relating to the Company’s securities or the securities of any subsidiary of the Company,
combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The "Variable Conversion
Price" shall mean 90% multiplied by the Market Price (as defined herein) (representing a discount rate of 10%). “Market
Price” means the average of the Trading Prices (as defined below) for the Common Stock during the five (5) Trading Day
period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any
security as of any date, the closing sale price on the OTC Markets, as reported by a reliable reporting service (“Reporting
Service”) designated by the Investor (i.e. Bloomberg) or, if the OTC Markets is not the principal trading market for
such security, the closing bid price of such security on the principal securities exchange or trading market where such security
is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the
closing bid prices of any market makers for such security that are listed by the OTC Markets Group, Inc. If the Trading Price cannot
be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as
mutually determined by the Company and the Investors of a Majority in Interest of the Notes being converted for which the calculation
of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall
mean any day on which the Common Stock is tradable for any period on the OTC Markets, or on the principal securities exchange or
other securities market on which the Common Stock is then being traded.







    	 	4	 



     


    

7.      
Security Interest. 


(a)    
Grant. As collateral security for the prompt, complete, and timely satisfaction of
all present and future indebtedness, liabilities, duties, and obligations of Company to Investor evidenced by or arising under
this Note, and including, without limitation, all principal and interest payable under this Note, any future advances added to
the principal amount due hereunder (collectively, the “Obligations”), the Company hereby pledges, assigns and grants
to Investor a continuing security interest and lien in all of the Company’s right, title and interest in and to the property,
whether now owned or hereafter acquired by the Company and whether now existing or hereafter coming into existence or acquired,
including the proceeds of any disposition thereof, described on Exhibit “B” attached hereto and incorporated herein
by this reference (collectively, the “Collateral”). As applicable, the terms of this Note with respect to the Company’s
granting of a security interest in the Collateral to Investor shall be deemed to be a security agreement under applicable provisions
of the Uniform Commercial Code (“UCC”), with the Company as the debtor and Investor as the secured party. 


(b)    
Perfection. Upon the execution and delivery of this Note, the Company authorizes Investor
to file such financing statements and other documents in such offices as shall be necessary or as Investor may reasonably deem
necessary to perfect and establish the priority of the liens granted by this Note, including any amendments, modifications, extensions
or renewals thereof. The Company agrees, upon Investor’s request, to take all such actions as shall be necessary or as Investor
may reasonably request to perfect and establish the priority of the liens granted by this Note, including any amendments, modifications,
extensions or renewals thereof.


8.      
Successors and Assigns. Subject to the restrictions on transfer described in
Section 10 below, the rights and obligations of the Company and Investor shall be binding upon and benefit the successors,
assigns, heirs, administrators and transferees of the parties.


9.      
Waiver and Amendment. Any provision of this Note may be amended, waived or modified
upon the written consent of the Company and the holders of a Majority in Interest.


10.   
Transfer of this Note or Securities Issuable on Conversion Hereof. Investor
may transfer this Note or the securities into which such Note may be converted, to a parent, subsidiary or other affiliate of the
Investor, provided that the transferee has agreed in writing for the benefit of the Company to take and hold such Note, or the
securities into which it may be converted, subject to, and to be bound by, the terms and conditions set forth in this Agreement.
Each Note thus transferred and each certificate representing the securities thus transferred shall bear a legend as to the applicable
restrictions on transferability in order to ensure compliance with the Securities Act, unless in the opinion of counsel for the
Company such legend is not required to ensure compliance with the Securities Act. The Company may issue stop transfer instructions
to its transfer agent in connection with such restrictions. Subject to the foregoing, transfers of this Note shall be registered
upon registration books maintained for such purpose by or on behalf of the Company. Prior to presentation of this Note for registration
of transfer, the Company shall treat the registered holder hereof as the owner and holder of this Note for all purposes whatsoever,
and the Company shall not be affected by notice to the contrary. 


11.   
Notices. All notices, requests, demands, consents, instructions or other communications
required or permitted hereunder shall in writing and faxed, mailed or delivered to the address of the party, or at such other address
or facsimile number as the Company shall have furnished to Investor in writing. All such notices and communications will be deemed
effectively given the earlier of (i) when received, (ii) when delivered personally, (iii) one business day after
being delivered by facsimile (with receipt of appropriate confirmation), (iv) one business day after being deposited with
an overnight courier service of recognized standing or (v) four days after being deposited in the U.S. mail, first class with
postage prepaid.


12.   
Usury. In the event any interest is paid on this Note which is deemed to be
in excess of the then legal maximum rate, then that portion of the interest payment representing an amount in excess of the then
legal maximum rate shall be deemed a payment of principal and applied against the principal of this Note.






    	 	5	 



     


    

 13.   
Waivers. The Company hereby waives notice of default, presentment or demand
for payment, protest or notice of nonpayment or dishonor and all other notices or demands relative to this instrument.


14.   
Governing Law. This Note and all actions arising out of or in connection with
this Note shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to the conflicts
of law provisions of the State of Nevada, or of any other state.


The Company has
caused this Note to be issued as of the date first written above.


 


Company: SKINVISIBLE, INC.


By: /s/ Terry Howlett


Name: Terry Howlett


Title: President & CEO


Date: February
17, 2016


Investor: 


By: _________________


Name:


Date: ________________

EXHIBIT A


NOTICE OF CONVERSION


 


The undersigned hereby
elects to convert $_________________ principal amount of the Note (defined below) into that number
of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth
below, of Skinvisible, Inc., a Nevada corporation (the “Company”) according to the conditions of the convertible note
of the Company dated as of February 17, 2016 (the “Note”), as of the date written. No fee will be charged to the Investor
for any conversion, except for transfer taxes, if any.


 


[ ] The undersigned
hereby requests that the Company issue a certificate or certificates for the number of shares of Common Stock set forth below (which
numbers are based on the Investor’s calculation attached hereto) in the name(s) specified immediately below or, if additional
space is necessary, on an attachment hereto:


 


[address]


 


Date of Conversion: ______________


Applicable Conversion Price: $_____________


Number of Shares of Common Stock to
be Issued


Pursuant to Conversion
of the Notes: ______________


Amount of Principal Balance Due remaining


Under the Note
after this conversion:______________


 




    	 	6	 



     


    

 


EXHIBIT B


COLLATERAL


 


The
note is secured by the accounts receivable of a license agreement the Company has with Womens Choice Pharmaceuticals, LLC on its
proprietary prescription product, ProCort®. 


 


Womens Choice Pharmaceuticals,
LLC has licensed the exclusive rights to ProCort for the territory of the United States. The Company receives a royalty of 5% on
all ProCort sales by Women Choice for 20 years.


 






    	 	7	 



     


    




 


EXHIBIT C


PAYMENT


 


 


Please send monthly interest payment by
bank wire to


 


Credit Account of:_________________________________


Account Number: _________________________________


Federal Routing Number: ___________________________






    	 	8