Loan Conversion Agreement between Robert F. Lutz and Skinvisible, Inc. (June 6, 2002)

Summary

This agreement is between Robert F. Lutz and Skinvisible, Inc. Lutz agrees to convert $150,000 in loans he made to the company into 3,000,000 shares of Skinvisible, Inc. common stock, waiving any interest owed. The shares will be issued to the Lutz Family Trust. Additionally, the company will issue a warrant to the Lutz Family Trust, allowing the purchase of up to 1,500,000 more shares at set prices within two years. This agreement finalizes the conversion of debt to equity and outlines the terms for future share purchases.

EX-10.1 3 doc2.txt LOAN CONVERSION AGREEMENT THIS LOAN CONVERSION AGREEMENT (the "AGREEMENT") is entered into as of June 6, 2002 (the "Effective Date") by and between ROBERT F. LUTZ ("Lender") whose address is 71 Biltmore Estates, Phoenix, AZ 85016, and SKINVISIBLE, INC., a Nevada corporation (the "Company"), whose address is 6320 South Sandhill Road, Suite 10, Las Vegas, NV 89120. REFERENCE is hereby made to three (3) Promissory Notes between the Company and Lender dated April 8, 2002, April 30, 2002, and May 28, 2002 (the "Notes"). WHEREAS, the Lender advanced, in total, the sum of One Hundred Fifty Thousand Dollars ($150,000), (the "Principal") to the Company in exchange for the Notes. NOW THEREFORE, in consideration of the covenants contained herein, the above recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: The Lender hereby waives any and all interest payable in connection with the Notes and releases the Company from the liability to pay said interest to Lender. The Principal amount of the Notes will be converted into Three Million (3,000,000) shares of common stock of Skinvisible, Inc. at the rate of $0.05 per share. The share certificate will be issued in the name Lutz Family Trust. In addition, the Company will issue a warrant agreement in the name of Lutz Family Trust, which will give the holder the right to purchase further shares at $0.30 per share if exercised in year one, and $0.40 per share if exercised in year two. The warrant agreement will give the holder the right to purchase one share for every two shares acquired by the holder in this transaction for an aggregate total of One Million Five Hundred Thousand (1,500,000) additional shares at the above prices. IN WITNESS WHEREOF, the parties, intending to be bound hereby, have executed this Agreement as of the date first written above. ____________________________________ By: Robert F. Lutz SKINVISIBLE, INC. ____________________________________ By: Terry Howlett, President 13