X0303 5/A 2010-12-31 2011-02-02 0 0 0 0001085277 SKINVISIBLE INC SKVI 0001134872 HOWLETT TERRY 6320 S. SANDHILL ROAD SUITE #10 LAS VEGAS NV 89120 1 1 1 0 CEO, CFO Stock Options 0.04 2006-01-04 5 J 0 200000 0 A 2006-01-04 2016-01-03 Common Stock 200000 200000 D Stock Options 0.04 2008-01-31 5 J 0 400000 0 A 2008-01-31 2013-01-30 Common Stock 400000 600000 D Stock Options 0.04 2008-10-20 5 J 0 1000000 0 A 2008-10-20 2013-10-19 Common Stock 1000000 1600000 D Stock Options 0.04 2009-01-20 5 J 0 1000000 0 A 2009-01-20 2004-01-19 Common Stock 1000000 2600000 D Warrants 0.05 2009-05-20 5 A 0 1500000 0 A 2009-05-20 2016-05-19 Common Stock 1500000 4100000 D Stock Options 0.08 2009-12-07 5 J 0 1000000 0 A 2009-12-07 2014-12-06 Common Stock 1000000 5100000 D Stock Options 0.06 2010-11-15 5 J 0 1000000 0 A 2010-11-15 2015-11-14 Common Stock 1000000 6100000 D Debt Conversion Rights 0.04 2010-12-31 5 C 0 6470938 0 A 2010-12-31 2011-12-31 Common Stock 6470938 12570938 D Debt Conversion Rights (Warrant) 0.06 2010-12-03 5 C 0 3237500 0 A 2010-12-31 2014-12-30 Common Stock 3237500 15808438 D Mr. Howlett was granted an option to purchase shares of common stock under the Issuer's Stock Option Plan dated April 1, 1999. On April 21, 2009, the Issuer's Board of Directors approved to reset the exercise price to $0.04. On January 10, 2010 the Issuer's Board of Directors approved to extend the expiration date 5 years. Mr. Howlett was granted an option to purchase shares of common stock under the Issuer's Stock Option Plan dated July 17, 2006. These warrants were originally reported as stock options on Form 4 filed on May 20, 2009. On December 31, 2010, the Issuer's Board of Directors approved a Debt Conversion Agreement which grants Mr. Howlett the right to convert gross salary debt owed to him totaling $258,837.50 into common stock of the Issuer as well as a warrant agreement to purchase one share for every two shares acquired. The actual expiration date is 3 years following the conversion date. /s/ Terry Howlett 2011-03-01