Exhibit 10.52  Datapak
  Services Corporation
  New Hudson···Phoenix···Reno
  MASTER SERVICES
AGREEMENT  This MASTER SERVICES AGREEMENT
(this Agreement) is made effective as of January 1, 2008, by and between
Datapak Services Corporation, a Michigan corporation (Datapak), and Bare
Escentuals Beauty , Inc. a Delaware corporation (Bare Escentuals).  RECITALS  WHEREAS, Datapak provides
comprehensive inventory warehousing, order fulfillment, call center and
administrative services; and  WHEREAS, Datapak desires to
provide such services to Bare Escentuals, and Bare Escentuals wishes to
purchase such services from Datapak, upon the terms and conditions set forth in
this Agreement.  AGREEMENT  NOW, THEREFORE, in consideration
of the foregoing recitals and the mutual promises hereinafter set forth, the
parties hereto agree as follows:  1.SERVICES.Datapak shall provide to Bare Escentuals all services (the Services)
set forth on the Schedule of Work (SOW) attached as Schedule 1 to this
Agreement.  The SOW may be amended or
modified at any time during the Term (as defined in Section 4 of
this Agreement) upon the mutual agreement of the parties, which shall be set
forth in writing and executed by an authorized representative of each party.  PRICING; PAYMENT.In
consideration of the provision of services set forth on the SOW and otherwise
in this Agreement, Bare Escentuals agrees to make payment to Datapak in
accordance with the Pricing Schedule set forth on Schedule 1 to this
Agreement. All payments shall be due within thirty (30) days of receipt by Bare
Escentuals of an invoice from Datapak, except for invoices related solely to
transportation costs, which invoices shall be paid within ten (10) days of
receipt.  2.AUDIT.Datapak agrees to maintain complete records of each transaction
involving the purchase, sale, or shipping of any Bare Escentuals merchandise by
Datapak for a period of two (2) years following the transaction.  Upon reasonable notice, Bare Escentuals (or a
certified public accountant appointed by Bare Escentuals in its sole
discretion) shall have the right to audit Datapaks invoices and business
processes to verify that they are in compliance with the Pricing Schedule.  In the event that such audit indicates that
Datapak has overcharged Bare Escentuals by more than two percent (2%), then
such overpaid amount plus the costs of such audit, shall be immediately paid by
Datapak to Bare Escentuals.


TERM.This Agreement shall become
effective on January 1, 2008, and shall continue in effect until
terminated by either party on 30 days written notice to the other.  3.OWNERSHIP OF INVENTORY/CUSTOMER DATA.  a.             Bare Escentuals
Proprietary Rights.The Bare
Escentuals merchandise warehoused or otherwise held by Datapak, and any and
all customer data or other Confidential Information (as defined in Section 7
of this Agreement) obtained or learned by Datapak pursuant to this Agreement
involve valuable patent, copyright, trade secret, trade name, trademark and
other proprietary rights of Bare Escentuals. 
No title to or ownership of any such proprietary right is transferred to
Datapak under this Agreement or by use of any trademark, patent or other
proprietary right.  Bare Escentuals
reserves all such proprietary rights. 
Datapak will not infringe, misappropriate or violate any proprietary
rights of Bare Escentuals.  Without
limiting the generality of the foregoing, Datapak will not register or attempt
to register, directly or indirectly, any such patents, copyrights, trade names,
trademarks or other proprietary rights other than in the name of Bare
Escentuals.  Bare Escentuals shall own
all of the merchandise and other inventory it deposits in Datapaks warehouses
(collectively, the Inventory), and all of the customer data.  b.             Datapaks Proprietary
Rights.Datapak is not authorizing,
selling, transferring, licensing or permitting the use of any of its
intellectual property, including but not limited to proprietary data, formulas,
database structures, database format, computer applications, programming and
software owned, licensed or developed by Datapak.  All computer applications, programming and
software, either purchased, owned, licensed or developed by Datapak in
connection with any services rendered by Datapak under this Agreement shall
remain exclusive property of Datapak and the Bare Escentuals shall never have
any right, entitlement or claim to said property, and Bare Escentuals disclaims
all rights, claims, or entitlement to same.  4.CONFIDENTIALITY.Confidential Information
means information that is provided by or on behalf of either party (the Discloser)
to the other party (the Recipient), or to which a party otherwise gains
access, in the course of or incidental to the performance of this Agreement, is
of value to the Discloser and is not generally known to others, including,
without limitation, customer lists, customer information, employee lists,
technology, processes, marketing techniques, price lists, pricing policies,
business methods, contracts and contractual relations with the Disclosers
customers and suppliers, know-how, software, future and proposed products and
services, financial information, business forecasts, sales and merchandising,
and marketing plans and information. 
Confidential Information may be disclosed in written or other tangible
form (including on magnetic media) or by oral, visual or other means.  The terms, conditions and provisions of this
Agreement shall be deemed by the parties hereto to be  2


Confidential
Information of both parties hereto.  The
Recipient of Confidential Information shall use the Confidential Information
only for the purposes of this Agreement or as otherwise expressly permitted by
this Agreement.  Recipient of
Confidential Information shall protect such Confidential Information from
disclosure to others, using the same degree of care used to protect its own
confidential or proprietary information of like importance, but in any case
using no less than a reasonable degree of care. 
Recipient may disclose Confidential Information received hereunder (a) to
its affiliates, (b) to Recipients employees and independent contractors,
and (c) to Recipients affiliates employees and independent contractors,
and who in all of the foregoing cases have a need to know such information and
are bound to protect the received Confidential Information from unauthorized
use and disclosure under terms no less restrictive than those contained in this
Agreement.  Confidential Information
shall not otherwise be disclosed by Recipient to any third party without the
prior written consent of the Discloser. 
The restrictions herein on the use and disclosure of Confidential
Information shall not apply to information that:  (i) was publicly known at the time of Disclosers
communication thereof to Recipient or becomes publicly known through no fault
of Recipient subsequent to the time of such communication; (ii) was in
Recipients possession free of any obligation of confidence at the time of
Disclosers communication to Recipient; (iii) is developed by Recipient
independently of and without reference to any of Disclosers Confidential
Information or other information that Discloser disclosed in confidence to any
third party; (iv) is rightfully obtained by Recipient from third parties
authorized to make such disclosure without restriction; (v) is identified
in writing by the Discloser as no longer proprietary or confidential.  In the event Recipient is required by law,
regulation or court order to disclose any of Disclosers Confidential
Information, Recipient will promptly notify Discloser in writing prior to
making any such disclosure and shall reasonably cooperate in any efforts of
Discloser to seek a protective order or other appropriate remedy from the
proper authority.  If Discloser is not
successful in precluding the requested disclosure, Recipient will furnish only
that portion of the Confidential Information that is legally required and will
exercise all reasonable efforts to obtain reliable assurances that confidential
treatment will be accorded the Confidential Information.  All Confidential Information disclosed under
this Agreement (including information in computer software or held in
electronic storage media) shall be and remain the property of Discloser or its
licensors. All such information in any computer memory or data storage
apparatus shall be erased or destroyed, and all such information in tangible
form in the possession or under the control of the Recipient shall, at the
discretion of the Recipient, either be destroyed or returned to the Discloser
promptly upon the earlier of: (i) the written request of the Discloser or (ii) termination
or expiration of this Agreement, and in any of such events and to the
applicable extent shall not thereafter be retained in any form by or through
Recipient unless otherwise expressly permitted hereunder.  5.INSURANCE/RISK OF LOSS.  a.             Insurance.  Datapak shall maintain in full force and
effect policies of insurance for the full replacement cost of all Bare Escentuals
merchandise located in Datapaks warehouses. Datapak shall likewise maintain in
full force and effect policies of insurance on buildings and equipment at
Datapaks facilities, including commercial general liability insurance,
property damage and personal injury insurance and fire and theft coverage with
limits (in combination with excess liability insurance) of Two Million Dollars
($2,000,000) per occurrence combined single limit and Four Million Dollars
($4,000,000) in the aggregate, and shall maintain  3


workers
compensation coverage as required by applicable law.  Such policies of insurance shall be issued by
a responsible insurer satisfactory to Bare Escentuals, shall include Bare
Escentuals as an additional insured, shall provide Bare Escentuals not less
than thirty (30) days advance notice of cancellation or material change in the
policy, and shall not include a policy deductible in excess of $10,000.  Upon Bare Escentuals request, Datapak shall
provide (i) a copy of the insurance policies required to be carried under
this Section 8.a of this Agreement, and (ii) a certificate of
insurance from the insurer certifying that such coverage is in place.  b.             Risk of Loss.Bare Escentuals shall be fully responsible
for the Inventory until it is physically received at Datapaks warehouses.  Datapak shall be responsible for the
Inventory once delivered to its warehouses until such time as such Inventory is
delivered by Datapak and accepted by a shipping company pursuant to an order
for shipment.  Thereafter, Bare
Escentuals shall bear the risk of loss unless and until such Inventory is
returned to the custody of Datapak.  6.INDEMNIFICATION.  a.             Datapak Indemnity.Datapak shall defend, indemnify and hold Bare
Escentuals harmless against all claims, losses, damages, costs, and expenses,
including reasonable attorneys fees, arising out of or related to (i) Datapaks
breach or default under this Agreement; (ii) any personal injury, death or
property damage, sustained by any person arising out of or resulting from
Datapaks activities contemplated by this Agreement, (iii) the negligence
or misconduct of Datapak, or its employees, agents or contractors in the
provision of call center services.  b.             Bare Escentuals Indemnity.Bare Escentuals shall
defend, indemnify and hold Datapak harmless against all claims, losses,
damages, costs, and expenses, including reasonable attorneys fees, arising out
of or related to Bare Escentuals products, provided that (i) Datapak notifies
Bare Escentuals in writing within thirty (30) days of Datapaks receipt of
notice of the claim, (ii) Bare Escentuals has sole control of the defense
and all related settlement negotiations, and (iii) Datapak provides Bare
Escentuals with the assistance, information and authority necessary to perform
the above.  7.DATAPAKS REPRESENTATIONS AND
WARRANTIES.Datapak
represents and warrants to Bare Escentuals that (i) it has the full
capacity and authority and all necessary licenses, permits and consents to
enter into and to provide the services under this Agreement and any other
documents to be entered into by it hereunder, (ii) all statements and
representations in this Agreement are true and accurate, (iii) it will
perform its obligations under this Agreement in good faith, (iv) its
employees, agents and or contractors are appropriately qualified to perform
their duties and responsibilities contemplated herein and will perform their
obligations with all due skill, care and diligence, including without
limitation all call center related activities, and (v) it will perform its
obligations under this Agreement in compliance with all applicable laws and
regulations now in effect or hereinafter promulgated or enacted.  8.LIMITATION OF LIABILITY.  NEITHER PARTY WILL BE HELD LIABLE FOR ANY
INDIRECT, SPECULATIVE, CONSEQUENTIAL, INCIDENTAL, AND/OR SPECIAL DAMAGES
INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, BUSINESS INTERRUPTIONS, AND LOSS OF
PROFITS, REGARDLESS OF WHETHER SUCH PARTY HAS ADVANCE NOTICE OF THE POSSIBILITY
OF SUCH DAMAGES.  4


9.NOTICES.All notices and other communications required or permitted hereunder
will be in writing and will be mailed, hand delivered, sent by Federal Express
or other recognized overnight courier service, or sent by facsimile
transmission, to the parties as follows:  If to Datapak:
  
  Datapak Services
  Corporation
  55353 Lyon
  Industrial Drive
  New Hudson,
  Michigan 48165
  Attention:Larry
  W. Kinney, President
  Telephone: (517)
  552-1400
  Facsimile: (517)
  552-0400
  Email:
  lkinney@datapakservices.comWith copy to:
  
  Datapak Services
  Corporation
  55353 Lyon
  Industrial Drive
  New Hudson,
  Michigan 48165
  Attention:Robert
  G. Lahiff, General Counsel
  Telephone: (517)
  552-1400
  Facsimile: (517)
  552-0400
  Email:
  rlahiff@datapakservices.comIf to Bare
  Escentuals:
  
  Bare
  Escentuals, Inc.
  71 Stevenson
  Street, 16th Floor
  San Francisco,
  California 94105
  Attention: Myles
  McCormick, EVP, CFO and COO
  Telephone: (415)
  489-5558
  Facsimile: (415)
  489-5999
  Email:
  mmcormick@bareescentuals.comWith a copy to:
  
  Bare
  Escentuals, Inc.
  71 Stevenson
  Street, 22nd Floor
  San Francisco,
  California 94105
  Attention:
  Deanna Chechile, VP and General Counsel
  Telephone: (415)
  489-5260
  Facsimile: (415)
  520-9795
  Email: dchechile@bareescentuals.com
  Any
party may from time to time, by written notice to the others, designate a
different address or additional persons that will be substituted for and/or
added to the address(es) above specified. 
Notices by mail will be sent by United States certified or registered
mail, return receipt requested, postage prepaid, and will be deemed given and
effective upon receipt or refusal of receipt. 
Notices by hand delivery will be deemed given and effective upon the
delivery thereof.  Notices by overnight
courier will be deemed given and effective on the first business day following
the delivery thereof to Federal Express or another recognized overnight courier
service.  Notices by electronic mail or
facsimile will be deemed given upon transmission (provided, in the case of
facsimile transmission, a send confirmation is received and retained by the
sending party).  5


10.MISCELLANEOUS.  a.             Assignment.Datapak will
not assign this Agreement, in whole or in part, directly, by operation of law,
or otherwise, except with the prior written consent of Bare Escentuals.  b.             Attorneys Fees.If any action will be instituted between
Datapak and Bare Escentuals in connection with this Agreement or in connection
with the enforcement of any indemnity under this Agreement (including appeals),
the party prevailing in such action will be entitled to recover from the other
party all of its costs of action, including actual consultants and attorneys
fees and attorneys costs.  For purposes
of this Agreement, the terms attorneys fees and attorneys costs will
include the fees and expenses of counsel to the prevailing party, which may
include printing, photocopying, duplicating and other expenses, air freight charges
and fees billed for law clerks, paralegals and other persons not admitted to
the bar but performing services under the supervision of an attorney.  c.             Construction.This Agreement will not be construed more
strictly against any party merely by virtue of the fact that the same has been
prepared by such party or its counsel, it being recognized both of the parties
hereto have contributed substantially and materially to the preparation of this
Agreement.  All words in this Agreement
that are expressed in the neuter gender will be deemed to include the
masculine, feminine and neuter genders and any word in this Agreement that is
expressed in the singular or plural will be deemed, whenever appropriate in the
context, to include the plural and the singular.  d.             Counterparts.This Agreement
may be executed in any number of counterparts, each of which will be deemed an
original, but all of which when taken together will constitute one and the same
instrument.  The signature page of
any counterpart may be detached therefrom without impairing the legal effect of
the signature(s) thereon provided such signature page is attached to
any other counterpart identical thereto except having additional signature pages executed
by the other party or parties to this Agreement attached thereto.  e.             Governing Law/Venue.This Agreement will be governed in all
respects by the laws of the State of California.  The United Nations Convention on Contracts
for the International Sale of Goods shall have no application whatsoever to this
Agreement.  The parties submit to the
personal jurisdiction of the Courts (Federal and State) in the State of
California, with respect to all matters related to or arising out of this
Agreement, including post judgment proceedings. 
The parties agree that the venue for all disputes, claims or litigation
arising out of or related to this contract shall be exclusively in the State or
Federal Courts in the City and County of San Francisco, California.  6


f.              Headings.Headings of Sections are for convenience of
reference only, and will not be construed as a part of this Agreement.  g.             No Third Party Beneficiary.This Agreement is solely for the benefit of
the parties hereto and, to the extent provided in this Agreement, their
respective partners, directors, officers, employees, agents and
representatives, and no provision of this Agreement will be deemed to confer
upon other third parties any remedy, claim, liability, reimbursement, cause of
action or other right.  h.             Partial Invalidity.In the event that any provision of this
Agreement will be unenforceable in whole or in part, such provision will be
limited to the extent necessary to render the same valid, or will be excised
from this Agreement, as circumstances require, and this Agreement will be
construed as if said provision had been incorporated in this Agreement as so
limited, or as if said provision has not been included in this Agreement, as
the case may be.  i.              Waiver.No waiver of any provision or condition of
this Agreement by any party will be valid unless in writing signed by such
party.  No such waiver will be taken as a
waiver of any other or similar provision or of any future event, act, or
default.  j.              Relationship of
the Parties.Datapak is
an independent contractor and not an agent, employee, franchisee or partner of
Bare Escentuals, and is acting in the ordinary course of business.  Datapak has no authority to create or assume
any obligation, express or implied, on behalf of Bare Escentuals.  This Agreement does not create or evidence
any joint venture or partnership of the parties.  k.            Entire Agreement.This Agreement, including all schedules and
exhibits attached hereto and documents to be delivered pursuant hereto, will
constitute the entire agreement and understanding of the parties from the
effective date of this agreement (January 1, 2008) going forward, but only
for the purposes of this Agreement.  The
parties have entered into prior agreements. 
The most recent prior agreement between the parties had an effective
date of January 3, 2006, with an expiration date of December 31,
2007, along with continuing obligations after the December 31, 2007
expiration date.  This Agreement does not
in any way affect the terms, conditions, validity or enforceability of any
prior agreement nor affect the continuing obligations under any prior
agreements between the parties. Each agreement shall be applied and enforced
separately between the parties.   This
Agreement may be amended only by a written amendment executed by both of the
parties hereto.  [REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK]  7


IN WITNESS WHEREOF, the
parties have executed this Order Fulfillment and Administrative Services
Agreement as of the date first set forth above:  DATAPAK
  SERVICES CORPORATION,
  
  BARE
  ESCENTUALS BEAUTY, INC.,A Michigan
  corporation:
  
  A Delaware
  corporation:By:
  
  
  By:Name:
  
  
  Name:Title:
  
  
  Title:By:
  
  
  By:Name:
  
  
  Name:Title:
  
  
  Title:
  8


SCHEDULE 1  Statement of Work  WAREHOUSING AND ORDER FULFILLMENT SERVICES  Datapak shall provide to Bare Escentuals a customized order fulfillment
and administrative program in connection with the sale of Bare Escentuals
products. This shall include the following:  (a)Establishing
customized programs and services to meet Bare Escentuals storage and order
fulfillment needs related to the Bare Escentuals spa/professional markets and
international distributor sales and infomercial business;  (b)Processing orders daily via
electronic transfer, email, fax and telephone; the orders will include among
other things, the name of the customer, the shipping address, the goods to be
shipped, the freight carrier to be used for shipping and any special packing
instructions (the Shipping Order).  (c)Arranging for the shipment
of the ordered merchandise on behalf of the Bare Escentuals to customers, with
Bare Escentuals customer invoices included for orders taken on account, and
providing avenues for invoice payment and collections with an Aged Accounts
Receivable (AAR) Report;  (d)Providing adequate warehouse
space for Bare Escentuals inventory, including appropriate temperature and
humidity controls so as to avoid damage or mutation of the Inventory. Bare
Escentuals shall (i) specifically identify each such SKU that requires
particular temperature and humidity controls, and (ii) specify the
specific temperature and humidity controls for each such SKU, and the parties will
reach mutually agreeable price additions or modifications required for Datapak
to implement such additional controls, which additions or modifications shall
be reflected in a written amendment to the Pricing Schedule signed by both
parties.  (e)Providing to Bare Escentuals
on a daily basis via electronic transfer, email, fax and telephone, tracking
information and confirmation of shipping of all packages sent on behalf of Bare
Escentuals.  (f)Offering to
Bare Escentuals full access to its program at Datapak through electronic data
transfers, email or report facsimile.


(g)Providing to Bare Escentuals
on a monthly basis a complete detailed report on all project activity. This
monthly report shall include:  (i)Inventory value
status;  (ii)Aging accounts
receivable status:  (iii)Item sales analysis:  (iv)Bank transaction report
reconciliation:  (v)Sales tax information.  (vi)Other reports periodically
requested by Bare Escentuals.  CALL CENTER SERVICES  I.              Datapak will provide Bare
Escentuals with inbound customer contact services as follows:  (a)Answer all inquiries
received from Bare Escentuals customers via multiple communication methods
(e.g., telephone, email, fax, voice message, web chat, etc.), including:  (i)            taking orders;  (ii)           checking the status of orders;  (iii)          processing credits;  (iv)          changing or canceling continuity
shipment membership;  (v)           updating customer profile
information;  (vi)addressing customers issues
with their online accounts at bareminerals.com (or other web sites);  (vii)         providing product information;  (viii)        answering general questions about the
company and its retail outlets;  (ix)or providing any other
customer service related to Bare Escentuals products;  (x)provide friendly, courteous
customer service in accordance with Bare Escentuals customer service
philosophy  II.            Datapak will provide Bare Escentuals
with outbound customer contact services as follows:  (a)Contact Bare Escentuals
customers in order to rectify order issues such as incorrect address or declined
credit card, etc.; and  (b)Initiate
outbound telephone and/or email campaigns as directed by Bare Escentuals.


SCHEDULE 1  Pricing Schedule