Exhibit 10.1


    * Certain portions of this exhibit have been omitted pursuant
      to a request for confidential treatment and those portions have been filed
      separately with the Securities and Exchange Commission.

    
 

    AMENDMENT
      TO DISTRIBUTION AGREEMENT

    


    This
      AMENDMENT TO DISTRIBUTION AGREEMENT (this "Amendment') is made and entered
      into
      as of December 13 2006, by and among SKINVISIBLE PHARMACEUTICALS, INC., a Nevada
      corporation ("Skinvisible"), DERMAL DEFENSE, INC., a Nevada
      corporation
      ("DDI”) and JD NELSON & ASSOCIATES, LLC, an Ohio limited liability company
      ("JDN")
      (Skinvisible, DIM and JDN are collectively referred to as the
      "Parties").

    


    RECITALS

    WHEREAS,
      Skinvisible and DDI previously entered into a Distribution Agreement
(the
      "Agreement") dated
      as
      of February 21, 2005 whereby Skinvisible granted DDI the right to manufacture,
      distribute,
      market,
      sell and promote the Product
      throughout
      the Territory;

    


    WHEREAS,
      pursuant to the
      terms
      of the Agreement, DDI appointed JDN as a sub-distributor
      under the Agreement as documented by the Distribution Agreement (the "JDN
      Agreement") between DDI and JDN dated as of April 28, 2005;

    


    WHEREAS,
      DDI and JDN have amended and restated the terms of the JDN Agreement in its
      entirety pursuant to the Amended and Restated Distribution Agreement (the
      "Amended JDN Agreement") dated as of July 1, 2006; and

    


    WHEREAS,
      the Parties wish to
      enter
      into this Amendment to amend the terms of the Agreement
      as provided herein and
      to
      grant certain rights and to impose certain obligations upon JDN
      as
      provided herein.

    


    NOW,
      THEREFORE, in
      consideration of the mutual promises contained herein and other good and
      valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, the Parties hereto agree as follows:

    


    AGREEMENTS

    


    
      	1.  	
              Incorporation
                of Recitals.
                The Parties acknowledge that the foregoing Recitals are true and
                correct
                and are incorporated herein as material terms of this
                Amendment.

            


    

    


    
      	2.  	
              Definitions.
                Capitalized terms not defined herein shall have the meanings assigned
                to
                them in the Agreement.

            


    

    


    
      	3.  	
              Definition
                of Product. Section 1.5 of the Agreement is amended and restated in
                its entirety as follows:

            


    

    


    "Product"
      means
      Skinvisible's proprietary antimicrobial hand sanitizer product incorporating
      the
      active ingredient Triclosan and any the other
      active ingredients included in the US FDA Monograph (see Schedule A), exclusive
      of Chlorhexidine,

    gltuconate
      or iodine or any combinations of iodine or

    Chlorhexidine
      gluconate or Chlorhexidine.

    .

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	4.  	
              Exclusivity.

            


    

    


     4.1
       Skinvisible.
      Skinvisible
      agrees and acknowledges that
      so
      long as the Agreement is
      in
      effect it shall not market or sell, or grant a Party other than DDI the right
      to
      market and sell, within
      the Territory the Product.

    


     4.2  DDI.  DDI
      agrees
      and acknowledges that so long as the Amended JDN Agreement is in effect it
      shall
      not market or sell, or grant a Party other than JDN the right to market and
      sell, within the Territory the Product. Skinvisible hereby consents to the
      grant
      of exclusivity by DDI to JDN as provided in this Section 4.2.

    


    
      	5.  	
              Royalty
                Obligations of DDI.       
                * 

            


    

    


    


    
      	6.  	
              Royalty
                Payment by
                JDN.           *

            


    

     

    
      	7.  	
              Rights
                and Obligations of JDN. The
                Parties
                agree and acknowledge that JDN shall be permitted to manufacture
                the
                Product as such right is granted to DDI pursuant to the Agreement
                as
                amended by
                this Amendment.
                JDN
                shall be entitled to transact directly with Skinvisible for ordering
                and
                payment related to
                raw materials such as polymer and related supplies. JDN shall be
                entitled
                to negotiate directly
                with
                Skinvisible for the pricing of raw materials and supplies. JDN shall
                be
                responsible for the payment for all JDN purchases from
                Skinvisible-
                The rights granted to JDN are limited to those explicitly set forth
                in
                this Section 7, JDN agrees and acknowledges
                that:

            


    

     

    7.1 JDN
      shall
      indemnify and hold DDI and Skinvisible harmless for any breach by

    JDN
      of
      the Agreement or this Amendment;

    


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

      

      
        2

        
          

        

      

      
        
        

      

    

     

    7.2
       Other
      than negotiations with Skinvisible regarding pricing of raw materials, supplies
      or the Product, JDN shall not enter into any Agreement with Skinvisible amending
      any provision of the Agreement or Amendment without the prior written approval
      of DDI.

    


    7.3  A
      breach
      by JDN of this Section 7,
      the
      Agreement or this Amendment shall be deemed
      a
breach
      by
      JDN of
      the Amended
      JDN Agreement which shall entitle DDI to exercise all of
      DDI's
      rights under the Amended
      JDN Agreement.

    


    7.4 
      A breach
      by JDN of this Section 7, the Agreement or this Amendment shall entitle
      Skinvisible to exercise its remedies under the
      Agreement against JDN including a termination of the rights granted to JDN
      under
      the Amended JDN Agreement and this Amendment; provided however, a breach by
      JDN
      shall not be deemed a breach by DDI of its obligations under the Agreement
      or
      the Amendment. Notwithstanding any rights that Skinvisible may have against
      JDN
      for any breach of this Section 7, DDI shall be primarily liable and Skinvisible
      shall be entitled to recover any damages incurred as a result of a breach by
      JDN
      of the provisions of this Section 7.

    


    
      	8.  	
              Notice
                of JDN Breach.
                Skinvisible agrees that it shall notify DDI of any breach by JDN
                of the
                Agreement and/or this Amendment, including without limitation the
                obligation to pay royalty fees pursuant to Section
                6.

            


    

    


    
      	9.  	
              Miscellaneous.

            


    

    


    9.1  Controlling
      Language, Reaffirmation.
      To
the
      extent any term(s)
      or
      condition(s) in
      the
      Agreement shall
      contradict
      or
      be
      in
      conflict
      with
      the
      amended terms
      as
      set
      forth
      in
      this
Amendment,
      such terms and conditions are hereby deemed modified and amended
      accordingly,
      upon the
      effective date hereof, to reflect the terms as so amended herein. All terms
      of
      the Agreement,
      as amended hereby, shall be and remain in full force and effect and shall
      constitute the
      legal, valid, binding and enforceable obligations of the Parties hereto. As
      of
      the date of this Amendment,
      the Parties herein restate, ratify and reaffirm each and every term and
      condition set forth
      in
      the Agreement and the Amended JDN Agreement as amended herein. There are no
      other changes
      to the Agreement and the Amended JDN Agreement except for the changes
      specifically set
      forth
      herein. Notwithstanding the foregoing, each Party acknowledges and agrees that
      in addition
      to amending certain terms and conditions of the Agreement and the Amended
      JDN Agreement,
      this Amendment restates certain terms and conditions previously set forth in
      the
      Agreement and the Amended JDN Agreement. Any terms or conditions set forth
      in
      the Agreement
      and the Amended JDN Agreement that are nut specifically amended or modified
      by this
      Amendment, even if not specifically restated herein, shall remain binding on
      the
      Parties
      hereto.

    


    9.2
       Consent
      to Amendments. 
      The
      provisions of this Amendment may be amended only
      by
      the written agreement of all of the Parties hereto. Any waiver, permit, consent
      or approval
      of any kind or character on the part of any Party of any provisions or
      conditions of this Amendment
      must he made in writing and will be effective only to the extent specifically
      set forth in
      such
      writing. No Party may assign its rights hereunder without written consent of
      the
      other Parties,
      and no such assignment shall relieve a Party of its obligations
      hereunder.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    9.3
       Severability.
      Whenever
      possible, each provision of this Amendment will be interpreted
      in such manner as to be effective and valid under applicable law,
      but
      if
      any provision
      of this
      Amendment is held to be prohibited by or invalid under applicable law, such
      provision will be ineffective only to the extent of such prohibition or
      invalidity, without invalidating the remainder of this Amendment.

    


    9.4
       Binding
      Effect. This
      Amendment will be binding
      upon
      and
      inure to the benefit of and be enforceable against
      the Parties hereto and their respective heirs, legal
      representatives,
      successors
      and assigns.

    


    9.5
       Governing
      Law.
      This
      Amendment will in all respects be governed by, and enforced and interpreted
      in
      accordance with the substantive law of, without regard to the law of conflicts
      of the State of Nevada. Any dispute arising from
      or
      related to this Amendment shall be decided by the courts sited in Clark County,
      Nevada, to the exclusion of all other venues.

    


    9.6 Headings. Section
      and article headings used in this Amendment have no legal significance and
      are
      used solely for convenience of reference,

    


    9.7
       Counterparts. This
      Amendment may be executed in counterparts, each which will he
      deemed
      an
      original and all of which, taken together, will constitute one
      instrument.

    


    9.8 Attorneys
      Fees.
      The
      prevailing Party in any action brought pursuant to this

    Amendment
      shall be entitled to recover its reasonable attorneys' fees
      and
      court
      costs.

    


    IN
      WITNESS WHEREOF, the Parties have executed this Amendment as of the date
      first
      set
      forth above.

    


    SKINVISIBLE
      PHARMACEUTICALS, INC.

    /s/
      Terry Howlett

    By:
      Terry
      Howlett
      

    Its.
      President

    


    DERMAL
      DEFENSE, INC.

    


    /s/
      G.
      Michael Cronk

    By:
      G.
      Michael Cronk

    Its:
      President & CEO

    


    JD
      NELSON
& ASSOCIATES, LLC

    


    /s/
      J.
      Douglas Nelson

    By:
      J.
      Douglas Nelson

    Its:
      President

     

    
      
        
        

      

      
        4