Exhibit 10.2


    EMPLOYMENT
      AGREEMENT

    


    


    THIS
      AGREEMENT made
      as
      of January 1, 2006

    


    BETWEEN:

    


    SKINVISIBLE,
      INC. 

    6320
      S. Sandhill Rd., Suite 10

    Las
      Vegas, Nevada 89120

    


    (The
      “Corporation”)

    


    OF
      THE FIRST PART

    


    AND

    


    TERRY
      HOWLETT

    464
      Beardsley Circle

            Henderson,
      Nevada 89052

    


    (The
      “Employee”)

    


    OF
      THE SECOND PART

    


    WHEREAS:

    


    
      	A.  	
              The
                Corporation wishes to renew the services of the Employee as President
                and
                Chief Executive Officer of the Corporation upon the terms and conditions
                of this agreement.

            


    

    


    
      	B.  	
              The
                Employee has agreed to provide such services as an Employee upon
                the terms
                and conditions hereinafter set
                forth.

            


    

    


    NOW
      THIS AGREEMENT WITNESSES that
      in
      consideration of the mutual promises, covenants and agreements herein contained,
      the parties hereto agree as follows:

    


    
      	1.  	
              Engagement
                of Employee

            


    

    


    
      	1.1  	
              The
                Corporation hereby engages the Employee as President and Chief Executive
                Officer of the Corporation and the Employee hereby accepts such
                employment.

            


    

    


    
      	1.2  	
              The
                Employee shall perform all such acts and do all such things as and
                when
                the same may be necessary to properly and efficiently carry out the
                duties
                of President and Chief Executive Officer of the Corporation which
                duties
                shall include but shall not be limited
                to:

            


    

    


    
      	(a)  	
              exercising
                general direction and supervision over all activities of the
                Corporation;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	(b)  	
              performing
                such other duties and observing such instructions as may be reasonably
                assigned to him from time to time in his capacity of President and
                Chief
                Executive Officer by the Board of Directors;
                and

            


    

    


    
      	(c)  	
              generally
                at all times abiding by all lawful directions given him by the Board
                of
                Directors of the Corporation.

            


    

    


    
      	1.3  	
              The
                Employee shall at all times use its best effort to advance the interests
                of the Corporation, and shall faithfully, industriously, and to the
                best
                of its abilities, act as an employee of the Corporation in accordance
                with
                the terms and conditions of this
                Agreement.

            


    

    


    
      	1.4  	
              The
                Employee warrants and represents to the Corporation that the Employee
                is
                not party to any agreement or subject to any court order which would
                prevent the Employee from providing the Consulting
                Services.

            


    

    


    
      	2.  	
              Remuneration

            


    

    


    
      	2.1  	
              The
                Company shall pay the Employee a gross salary (before standard deductions)
                of $13,333.33 per month (the “Salary”) in consideration of the duties
                performed by the Employee. The Company shall make all payments in
                respect
                of the Salary to the Employee in equal installments on a bi-weekly
                basis
                commencing on the first payroll date of the Company after the date
                hereof.
                The Employee’s Salary shall be reviewed on an annual basis in each year of
                this Agreement during the term of this
                Agreement.

            


    

    


    
      	2.2  	
              The
                Company shall reimburse the Employee for reasonable travelling and
                other
                expenses actually and properly incurred by the Employee in carrying
                out
                his duties hereunder, provided that such expenses are supported by
                proper
                receipts, invoices or vouchers supplied to the Company. The Company
                will
                provide the Employee with an automobile to be leased and the Company
                will
                reimburse the Employee for reasonable automobile expenses. The company
                shall also reimburse the Employee for living expenses not to exceed
                $2,000
                per month. 

            


    

    


    
      	2.3  	
              The
                Employee agrees to perform his duties on a continuous and full-time
                basis,
                provided that the Employee shall be entitled on reasonable prior
                written
                notice to 4 (four) weeks annual vacation during each year of the
                term of
                this Agreement. In the event the Employee is not able to take the
                vacation
                as earned he may elect to receive the vacation time in pay or extend
                to
                the next year.

            


    

    


    
      	2.4  	
              The
                Employee will be entitled to stock options to purchase shares of
                the
                Company to be granted at the discretion of the Board of Directors
                of the
                Company.

            


    

    


    
      	3.  	
              Term
                of Employment

            


    

    


    
      	3.1  	
              The
                initial term of this Agreement shall be three (3) years, commencing
                on the
                date of first written above, subject to earlier termination as hereinafter
                provided.

            


    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	4.  	
              Confidentiality
                and Non-Competition

            


    

    


    
      	4.1  	
              The
                Employee shall not, either during the term of this Agreement or any
                time
                thereafter, disclose to any person any confidential information concerning
                the business or affairs of the Corporation which the Employee may
                have
                acquired in the course of or incidental to his employment hereunder
                or
                otherwise, and the Employee shall not directly use (whether for his
                own
                benefit or the detriment or intended detriment of the Corporation)
                any
                confidential information he may acquire with respect to the business
                and
                affairs of the Corporation.

            


    

    


    
      	4.2  	
              The
                Employee agrees with the Corporation that he will not, either alone
                or in
                conjunction with any individual firm, corporation, association or
                other
                entity, whether as principal, agent, director, officer, employee,
                shareholder or in any other capacity
                whatsoever:

            


    

    


    
      	(a)  	
              during
                the term of this Agreement and for a one year period from the termination
                of this Agreement, carry on, or be engaged in, concerned with or
                interested in, directly or indirectly, any business which is in whole
                or
                in part competitive with the business of the
                Corporation;

            


    

    


    
      	(b)  	
              during
                the term of this Agreement and for a one year period from the termination
                of this Agreement, attempt to solicit any suppliers, customers or
                employees of the business of the Corporation away from the
                Corporation;

            


    

    


    
      	(c)  	
              during
                the term of this Agreement and for a one year period from the termination
                of this Agreement, knowingly take any act as a result of which the
                relations between the Corporation and the suppliers or customers
                of the
                business of the Corporation may be impaired or which may otherwise
                be
                detrimental to the business of the
                Corporation.

            


    

    


    
      	5.  	
              Assignment
                of Inventions

            


    

    


    
      	5.1  	
              Any
                and all inventions and improvements on which the Employee may conceive
                or
                make, during the term of this Agreement, relating, or in any way,
                pertaining to or connected with any of the matters which have been,
                are or
                may become the subject of the Corporation’s investigations, or in which
                the Corporation has been, is, or may become interested, shall be
                the sole
                and exclusive property of the Corporation, and the Employee will,
                whenever
                requested by the Corporation, execute any and all applications,
                assignments and other instruments which the Corporation shall deem
                necessary in order to apply for and obtain letters of patent for
                U.S. or
                foreign countries for the inventions or improvements and in order
                to
                assign and convey to the Corporation the sole and exclusive right,
                title
                and interest in and to the inventions or improvements, all expenses
                in
                connection with them to be borne by the Corporation. The Employee’s
                obligations to execute the papers referred to in this paragraph shall
                continue beyond the termination of this Agreement with respect to
                any and
                all inventions or improvements conceived or made by him during the
                term of
                this Agreement, and the obligations shall be binding on the assigns,
                executors, administrators or other legal representatives of the
                Employee.

            


    

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    
      	5.2  	
              All
                inventions and discoveries relating to the business of the Corporation
                and
                all knowledge and information which the Employee may acquire during
                his
                engagement shall be held by the Employee in trust for the benefit
                of the
                Corporation.

            


    

    


    
      	6.  	
              Termination

            


    

    


    
      	6.1  	
              The
                Corporation may terminate this Agreement at any time for just cause,
                provided that reasonable warning shall have been first given by the
                Corporation to the Employee and provided that those obligations of
                the
                Employee in this Agreement expressly stated to continue on termination
                shall continue upon termination and shall not terminate upon termination
                of this Agreement.

            


    

    


    
      	6.2  	
              The
                Employee may terminate this Agreement at any time upon three months
                written notice to the Corporation, provided that those obligations
                of the
                Employee in this Agreement expressly stated to continue on termination
                shall continue upon termination and shall not terminate upon termination
                of this Agreement.

            


    

    


    
      	7.  	
              Notices

            


    

    


    
      	7.1  	
              Any
                notice required or permitted to be given under this Agreement shall
                be in
                writing and may be delivered personally or by telecopier, or by pre-paid
                registered post addressed to the parties at the above-mentioned addresses
                or at such address of which notice may be given by either of such
                parties.
                Any notice shall be deemed to have been received if personally delivered
                or by telex or telecopier, on the date of delivery and, if mailed
                as
                aforesaid, then on the fourth business day after and excluding the
                day of
                mailing.

            


    

    


    
      	8.  	
              Assignment

            


    

    


    
      	8.1  	
              This
                Agreement may not be assigned in whole or in party by the Employee
                without
                the prior written consent of the
                Corporation.

            


    

    


    
      	8.2  	
              This
                Agreement may not be assigned in whole or in part by the Corporation
                without the prior written consent of the
                Employee.

            


    

    


    
      	9.  	
              Interpretation

            


    

    


    
      	9.1  	
              This
                Agreement shall be governed by and construed in accordance with the
                laws
                of the State of Nevada.

            


    

    


    
      	9.2  	
              All
                headings used in this Agreement are for convenience of reference
                only and
                are not to be used as an aid in the interpretation of this
                Agreement.

            


    

    


    
      	9.3  	
              This
                Agreement replaces and supercedes all other contracts, including
                consulting agreements and employment agreements, between the Employee
                and
                the Corporation.

            


    

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


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

    


    SKINVISIBLE,
      INC. 

    


    


    By
      it’s
      authorized signatory:

     

    
      	By: 	/s/ Terry Howlett	 	/s/ Jost
              Steinbruchel
	
              Its:

               

            	
              Terry
                Howlett

              President

            	 	
              Jost
                Steinbruchel

              Director

            
	 	 	 	 
	By:	/s/ Greg
              McCartney	 	 
	 	
              Greg
                McCartney

              Director  

            	 	 


    

     

    
      	SIGNED, SEALED
              AND
              DELIVERED	)	 
	BY: Terry
              Howlett	)	 
	 	 	 
	In the presence of: 	)	 
	 	)	 
	_______________	)	/s/ Terry Howlett
	 	) 	Terry
              Howlett