Exhibit 4.5  BARE ESCENTUALS, INC.  THIRD AMENDMENT TO THE
STOCKHOLDERS AGREEMENT  September 11, 2007  Reference
is made to the Stockholders Agreement (the Stockholders
Agreement), dated as of June 10,
2004, by and between Bare Escentuals, Inc. (the Company) and the stockholders party thereto (the Stockholders), as amended on December 21, 2004 and June 29,
2006.  All capitalized terms used herein
and not otherwise defined shall have the meanings assigned to such terms in the
Stockholders Agreement.  WHEREAS, pursuant to Section 4.4 of the
Stockholders Agreement, the Stockholders Agreement may be amended by a majority
of each of the Berkshire Stockholders and the JH Stockholders with the prior
written consent of the Company subject to certain conditions therein; and  WHEREAS, the Stockholders Agreement currently
provides thatall
Shares transferred by a Stockholder (other than pursuant to an effectiveregistrationstatement under the Securities Act or
pursuant to a Rule 144 transaction) shall, except as otherwise expressly
stated herein, be held by the transferee thereof pursuant to the Stockholders
Agreement; and  WHEREAS, the parties wish to amend Section 4.13
(Effectiveness of Transfers) of the Stockholders Agreement to providethat Shares transferred by a Stockholder
shall not be subject to this Agreement unless the transferee is an Affiliate of
such Stockholder; and  WHEREAS, the parties wish to amend Section 4.14 (Other
Stockholders) to provide that the only transferees who will be required tosign a counterpart or joinder to the
Stockholders Agreement will be Affiliates of transferring Stockholders who are
not already parties to the Stockholders Agreement.  NOW, THEREFORE,in consideration of the foregoing and forand other good and valuable consideration, the
undersigned Stockholders hereby agree with the Company as follows:  1.             AMENDMENT TO STOCKHOLDERS AGREEMENT  1.1           Section 4.13 of the Stockholders
Agreement shall be amended and restated as follows:  4.13 Effectiveness
of Transfers.  Except as provided in
the following sentence, Shares transferred by a Stockholder shall not be held
by the transferee thereof pursuant to this Agreement and shall not have the
rights or be subject to the obligations of a Stockholder under this Agreement.  If the transferee of Shares is an Affiliate
of the transferring Stockholder on the date of such transfer, then such Shares
shall be held by the transferee thereof pursuant to this Agreement. Any such
transferee who is an Affiliate of the transferring Stockholder shall have all
the rights and be subject to all of the obligations of a Stockholder under this


Agreement (as though such
party had so agreed pursuant to Section 4.14 hereof) automatically and
without requiring any further act by such transferee or by any parties to this
Agreement.  Without affecting the
preceding sentence, if such transferee is an Affiliate of a Stockholder and
such Affiliate is not already itself a Stockholder on the date of such
transfer, then such transferee Affiliate, as a condition to such transfer,
shall confirm such transferees obligations hereunder in accordance with Section 4.14
hereof.  No transfers of Shares from a
Stockholder to an Affiliate of such Stockholder shall be recorded on the
Companys books and records, and no such transfer of Shares shall be otherwise
effective, unless any such transfer is made in accordance with the terms and
conditions of this Agreement, and the Company is hereby authorized by all of
the Stockholders to enter appropriate stop transfer notations on its transfer
records to give effect to this Agreement.  1.2           Section 4.14 of the Stockholders
Agreement shall be amended and restated as follows:  4.14 Other
Stockholders.  Subject to the
restrictions on transfers of Shares contained herein, any Affiliate of a
Stockholder acquiring Shares who is not already a Stockholder, shall, on or
before the transfer or issuance to it of Shares, sign a counterpart or joinder
to this Agreement in form reasonably satisfactory to the Company and shall
thereby become a party to this Agreement to be bound hereunder as (i) a JH
Stockholder if a Permitted Transferee (other than the Company) of a JH
Stockholder, (ii) a Berkshire Stockholder if a Permitted Transferee (other
than the Company) of a Berkshire Stockholder, (iii) a Management
Stockholder if a Permitted Transferee (other than the Company) of a Management
Stockholder, (iv) a Mezzanine Stockholder if a Permitted Transferee (other
than the Company) of a Mezzanine Stockholder or (v) an Other Stockholder
if such transferee (other than the Company) is a Permitted Transferee acquiring
under clause (vii) of the definition of Permitted Transferee or does not
fall within clause (i), (ii), (iii) or (iv) above.  Each such additional Stockholder shall be
listed on the Schedule, as amended from time to time.  2.             MISCELLANEOUS.  This Amendment may be
executed in two or more counterparts, each of which shall be deemed an original
but all of which shall constitute the same Amendment.  This Amendment is irrevocable and shall be
effective with respect to each of the undersigned Stockholders and all
affiliates, successors, heirs, personal representatives, and assigns of the
undersigned Stockholders.  Except as
modified herein, the Stockholders Agreement shall remain in full force and
effect.  [SIGNATURE PAGES FOLLOW]


IN WITNESS WHEREOF, each of the undersigned
Stockholders has executed this Amendment as of the date first written above.  THE JH STOCKHOLDERS:
  JH MDB INVESTORS, L.P.By:
  JHMD Beauty GP, LLCIts:
  General PartnerBy:
  /s/ John HansenName:
  John HansenTitle:
  ManagerJH PARTNERS, LLC.By:
  /s/ John HansenName:
  John HansenTitle:
  Manager


THE BERKSHIRESTOCKHOLDERS:
  BERKSHIRE PARTNERS LLCBy:
  /s/ Ross M. JonesName:
  Ross M. JonesTitle:
  Managing DirectorBERKSHIRE FUND V,LIMITED PARTNERSHIPBy:
  Fifth Berkshire Associates LLC,its General PartnerBy:
  /s/ Ross M. JonesName:
  Ross M. JonesTitle:
  Managing DirectorBERKSHIRE FUND VI,LIMITED PARTNERSHIPBy:
  Sixth Berkshire
  Associates LLC,its General PartnerBy:
  /s/ Ross M. JonesName:
  Ross M. JonesTitle:
  Managing DirectorBERKSHIRE
  INVESTORS LLCBy:
  /s/ Ross M. JonesName:
  Ross M. JonesTitle:
  Managing Director


COMPANY:
  BARE ESCENTUALS, INC.By:
  /s/ Myles B. McCormickName:
  Myles B. McCormickTitle:
  Chief Financial
  Officer/Chief Operating Officer