NEITHER THIS  SECURITY NOR THE  SECURITIES  INTO WHICH THIS SECURITY IS
CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE  COMMISSION OR
THE  SECURITIES  COMMISSION  OF ANY STATE IN  RELIANCE  UPON AN  EXEMPTION  FROM
REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "SECURITIES
ACT"),  AND,  ACCORDINGLY,  MAY NOT BE OFFERED  OR SOLD  EXCEPT  PURSUANT  TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN
AVAILABLE  EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT AND IN ACCORDANCE  WITH  APPLICABLE  STATE
SECURITIES  LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH  EFFECT,  THE  SUBSTANCE  OF WHICH SHALL BE  REASONABLY  ACCEPTABLE  TO THE
TRUEYOU.COM INC.

         THIS INSTRUMENT IS SUBJECT TO THE  SUBORDINATION  AGREEMENT DATED AS OF
DECEMBER 22, 2006, AMONG VICIS CAPITAL MASTER FUND LLC, KLINGER INVESTMENTS LLC,
ANDREW  D.  LIPMAN,  RICHARD  RAKOWSKI,  GERARD  DEBIASI,  JAMES  BENEDICT,  DAN
RICHARDSON,  AMAL DEVANI, CSFN I LLC AND JOHN BRUGMANN (THE "SENIOR SUBORDINATED
LENDERS"),  WHICH,  AMONG OTHER THINGS,  CONTAINS  PROVISIONS  SUBORDINATING THE
OBLIGATIONS OF THE MAKER OF THIS  INSTRUMENT TO THE PAYEE HEREOF TO SUCH MAKER'S
OBLIGATIONS  TO THE  SENIOR  LENDER,  TO WHICH  PROVISIONS  EACH  HOLDER OF THIS
INSTRUMENT, BY ACCEPTANCE HEREOF, AGREES.

                       SENIOR SUBORDINATED PROMISSORY NOTE

$3,000,000                                                     December 22, 2006



         FOR VALUE  RECEIVED,  the  undersigned,  TRUEYOU.COM  INC.,  a Delaware
corporation (the "DEBTOR"), hereby promises to pay to the order of Vicis Capital
Master Fund LLC, Klinger  Investments LLC, Andrew D. Lipman,  Richard  Rakowski,
Gerard DeBiasi, James Benedict, Dan Richardson, Amal Devani, CSFN I LLC and John
Brugmann   (collectively,   "HOLDERS"),   the  sum  of  THREE  MILLION   DOLLARS
($3,000,000) as set forth on EXHIBIT A hereto (such principal  amount,  together
with all accrued but unpaid  interest and any other amounts due  hereunder,  the
"DEBT"),  all as  provided  in this  senior  subordinated  promissory  note (the
"NOTE").  Capitalized terms used but not otherwise defined herein shall have the
respective meanings ascribed thereto in the Loan Agreement (as defined below).

         1. INTEREST;  PRINCIPAL  AMOUNT AND PAYMENT;  FEES. The Debt shall bear
interest on the unpaid principal  balance thereof  outstanding from time to time
and until such  principal  balance is repaid in full, at an annual rate equal to
twelve  percent  (12%)  per  annum of  which  6% shall be paid in cash  monthly,
commencing 30 days from the closing and the balance of 6% paid in kind and shall
be compounded annually and paid on the Maturity Date; PROVIDED, HOWEVER, that in
the

<PAGE>

event that an Event of Default shall have  occurred and be continuing  (or would
have occurred and been  continuing  but for the proviso to the definition of the
term "Event of Default" set forth in Section 5 hereof),  the cash  interest rate
to be paid shall be increased to 8% per annum. For the purposes hereof, the term
"Maturity  Date" shall mean the earliest of (i) December 31, 2009,  and (ii) the
first date on which any mandatory prepayment is payable under Section 1.4 of the
Loan Agreement (as hereinafter defined).

         Under no  circumstances  shall  the  Debtor  be  charged  more than the
highest rate of interest that lawfully may be charged by the Holders and paid by
the Debtor on the Debt. It is, therefore, agreed that if at any time interest on
the Debt would  otherwise  exceed the highest  lawful  rate,  only such  highest
lawful rate will be paid by the Debtor.  Should any amount be paid by the Debtor
in excess of such  highest  lawful  amount,  such excess shall be deemed to have
been paid in reduction of the principal sum due hereunder.

         In the event that the holders of Senior  Liabilities  shall receive any
fee or charge (not  constituting  a part of the  principal  amount of the Senior
Liabilities or interest  accrued  thereon) in connection with any waiver by such
holders of any Event of Default (as defined in the Purchase  Agreement  referred
to in the Subordination  Agreement referred to below), then the Holders shall be
entitled to receive (pro rata in accordance  with their  respective  percentages
set forth in Exhibit A hereto) an amount  equal in the  aggregate to the product
of the amount of such fee or charge  multiplied by a fraction,  the numerator of
which  is  equal  to the  outstanding  principal  amount  of this  Note  and the
denominator of which is equal to the then  outstanding  principal  amount of the
Senior Liabilities, provided, that, in the event that such payment shall be made
in cash (rather than in the form of equity securities or instruments convertible
into or exchangeable for equity  securities) such amount shall not be paid until
the Maturity Date.

         2.  CONVERSION.  In the event that the Debtor  agrees to  consummate  a
Threshold  financing (as defined in the Loan Agreement) at any time prior to the
Maturity  Date,  each Holder may elect (but shall have no  obligation  unless it
does so elect),  to convert the entire principal amount due to such Holder under
this Note (along with accrued  interest  thereon and all other  amounts then due
hereunder),  into shares of the equity  securities issued in such transaction at
the lowest price per share paid in such  financing and  otherwise  upon the same
terms and conditions of the Threshold financing.

         3.  PREPAYMENTS.  The Debt may be prepaid  at any time,  in whole or in
part,  without  penalty  or  premium,  on three (3) days prior  written  notice,
subject in all cases to the  Subordination  Agreement (as hereinafter  defined).
The Debt (or a portion  thereof,  as the case may be),  is subject to  mandatory
prepayment under Section 1.4(b) of the Loan Agreement. All payments on this Note
shall be allocated among the Holders in their  respective  portions of this Note
as set forth in EXHIBIT A hereto or as otherwise agreed by the Holders.

         4. LOAN  AGREEMENT.  This Note is issued pursuant to and is governed by
the terms of that  certain  Loan  Agreement  of even date  herewith  between the
Holders and the Debtor (as amended from time to time, the "LOAN AGREEMENT").

                                       2
<PAGE>

         5. DEFAULTS.  Each of the following  events shall  constitute a default
under this Note (each,  an "EVENT OF DEFAULT"),  PROVIDED that the rights of the
Lenders upon the occurrence of an Event of Default shall be limited as set forth
in Section 7 of the Subordination Agreement.

                  (a) any  default  (whether in whole or in part) shall occur in
the payment of any amount payable under this Note;

                  (b) the  occurrence  of any  Event of  Default  under the Loan
Agreement;

                  (c) the Debtor or any  Guarantor  shall  become  unable,  fail
generally or admit in writing its inability to pay its debts as they become due;

                  (d) the Debtor or any Guarantor shall (i) voluntarily commence
any proceeding or file any petition seeking liquidation, reorganization or other
relief under any Federal, state or foreign bankruptcy, insolvency,  receivership
or similar law now or hereafter in effect,  (ii) consent to the  institution of,
or fail to  contest  in a timely  and  appropriate  manner,  any  proceeding  or
petition  described  in clause (e) of this Section 5, (iii) apply for or consent
to the appointment of a receiver, trustee, custodian, sequestrator,  conservator
or similar  official for the Debtor or any Guarantor or for all or a substantial
part of its assets, (iv) file an answer admitting the material  allegations of a
petition filed against it in any such proceeding,  (v) make a general assignment
for the  benefit  of  creditors  or (vi)  take any  action  for the  purpose  of
effecting any of the foregoing;

                  (e)  an  involuntary  proceeding  shall  be  commenced  or  an
involuntary  petition shall be filed seeking (i) liquidation,  reorganization or
other relief in respect of the Debtor or any  Guarantor or its debts,  or of all
or a  substantial  part of its  assets,  under  any  Federal,  state or  foreign
bankruptcy,  insolvency,  receivership or similar law now or hereafter in effect
or  (ii)  the  appointment  of a  receiver,  trustee,  custodian,  sequestrator,
conservator or similar  official for the Debtor or any Guarantor or for all or a
substantial  part of its  assets,  and,  in any such case,  such  proceeding  or
petition shall continue  undismissed for 60 days or an order or decree approving
or ordering any of the foregoing shall be entered;

                  (f)  the  Debtor  or  any  Guarantor  dissolves,   liquidates,
winds-up,  or sells or  otherwise  disposes of all or  substantially  all of its
business or assets;

                  (g) any event or  condition  shall  occur that  results in any
Indebtedness of the Debtor or any Guarantor  exceeding in the aggregate $500,000
becoming due prior to its scheduled maturity or that enables or permits (with or
without  the giving of notice,  the lapse of time or both) the holder or holders
of any such Indebtedness or any trustee or agent on its or their behalf to cause
any such  Indebtedness to become due, or to require the prepayment,  repurchase,
redemption or defeasance thereof, prior to its scheduled maturity;

                  (h) one or more  judgments  for the  payment  of  money  in an
aggregate  amount in excess of $500,000 shall be rendered  against the Debtor or
any Guarantor, or any combination thereof and the same shall remain undischarged
for a  period  of 30  consecutive  days  during  which  execution  shall  not be
effectively  stayed, or any action shall be legally taken by a judgment creditor
to attach or levy upon any assets of the Debtor or any  Guarantor to enforce any
such judgment; or

                                       3
<PAGE>

                  (i) any Guaranty of a Guarantor ceases to be in full force and
effect or any  Guarantee  of a  Guarantor  is  declared  to be null and void and
unenforceable  or any  Guarantee  of a  Guarantor  is found to be invalid or any
Guarantor denies its liability under its Guarantee.

         6. REMEDIES UPON AN EVENT OF DEFAULT.

                  (a) If any Event of Default  described  in clause (d),  (e) or
(f) of Section 5 shall have  occurred  (taking into account all grace  periods),
the  principal on and under this Note then  outstanding,  together  with accrued
interest  thereon  and all fees and  other  obligations  of the  Debtor  accrued
hereunder and under the other Financing  Documents,  shall automatically  become
due and payable,  without  presentment,  demand,  protest or other notice of any
kind, all of which are hereby waived by the Debtor.

                  (b) If any other Event of Default described in Section 5 shall
have  occurred  (which,  for  clarity,  is after  taking into  account all grace
periods  set  forth  in  Section  5),  and at any  time  thereafter  during  the
continuance of such Event of Default, the Majority Lenders may, by notice to the
Debtor,  declare the  principal  on and under this Note to be due and payable in
whole, and thereupon the principal on and under this Note, together with accrued
interest  thereon  and all fees and  other  obligations  of the  Debtor  accrued
hereunder and under the other Financing Documents,  shall become due and payable
immediately,  without presentment,  demand, protest or other notice of any kind,
all of which are hereby waived by the Debtor and the Guarantors.

                  (c) No  course  of  dealing  and no  delay  on the part of any
Holder in  exercising  any  right,  power or remedy  shall  operate  as a waiver
thereof or otherwise  prejudice  such Holder's  rights,  powers or remedies.  No
right, power or remedy conferred by this Note or by any other Financing Document
upon any Holder shall be exclusive of any other right,  power or remedy referred
to herein or therein or now or hereafter available at law, in equity, by statute
or otherwise

                  (d) The Debtor will deliver  written  notice of the occurrence
of any Event of Default under this Note or any other  Financing  Document within
three (3) business days following the occurrence of such Event of Default.

         7. SUBORDINATION OF PRINCIPAL AND INTEREST.

                  (a) Notwithstanding anything to the contrary contained in this
Note, the Debtor and the Holders agree that the  indebtedness  evidenced by this
Note and all payments of  principal,  interest  and all other  amounts due under
this Note are expressly  subordinated  and junior in right of payment in full of
all  indebtedness  in favor of  Laurus  Master  Fund,  Ltd.  upon the  terms and
conditions set forth in the Subordination Agreement dated the date hereof by and
among  Laurus  Master  Fund,  Ltd.,  the  Holders,  the Debtor  and others  (the
"Subordination Agreement"), and all rights and remedies of the Holders hereunder
or under the other  Financing  Documents or at law or in equity shall be subject
in all  respects to the  provisions  of the  Subordination  Agreement  until all
Senior  Liabilities (as therein  defined) shall have been  indefeasibly  paid in
full in cash.

         8. OBLIGATIONS ABSOLUTE. The Debtor acknowledges that this Note and the
Debtor's  obligations  under this Note are and shall at all times continue to be
absolute and unconditional in

                                       4
<PAGE>

all respects,  and shall at all times be valid and  enforceable  irrespective of
any other  agreement  or  circumstances  of any  nature  whatsoever  that  might
otherwise  constitute  a defense  to this Note or the  obligation  of the Debtor
under this Note. This Note sets forth the entire agreement and  understanding of
the Holders  and the  Debtor,  and the Debtor  absolutely,  unconditionally  and
irrevocably waives any and all right to assert any defense, setoff, counterclaim
or  crossclaim  of any  nature  whatsoever  with  respect  to  this  Note or the
obligations of the Debtor under this Note in any action or proceeding brought by
the  Holders  to collect  the  indebtedness  evidenced  hereby,  or any  portion
thereof.

         9. NOTICES.  All notices or other  communications to be given hereunder
shall be in writing and sent in accordance with the Loan Agreement.

         10.  COSTS AND  EXPENSES.  The Debtor  shall be  responsible  to pay or
reimburse any and all reasonable  costs and expenses  incurred by the Holders in
connection  with the enforcement and collection of this Note. Such payment shall
be due and payable on the Maturity Date or on any date that the Debtor satisfies
its payment obligations hereunder.

         11.  AMENDMENT.  No  provision  of this Note may be changed,  modified,
waived or  released,  unless it is in  writing  and signed by the Debtor and the
Holders.

         12. WAIVERS.  Presentment for payment, notice of dishonor,  protest and
notice of protest  are hereby each  waived by the  Debtor.  Any other  waiver or
consent respecting this Note shall be effective only if in writing and signed by
the Holders and then only in the specific  instance and for the specific purpose
for which given. No such other waiver or consent shall be deemed,  regardless of
frequency given, to be a further or continuing waiver or consent. The failure or
delay of the  Holders  at any time or times to  require  performance  of,  or to
exercise  its rights with  respect to, any term or  provision of this Note in no
manner  shall  affect  its  right at a later  time to  enforce  any such term or
provision.  No notice to or demand on the Debtor in any case shall  entitle such
party to any other or further notice or demand. All rights, powers,  privileges,
remedies and other  interests of the Holders under this Note and  applicable law
are cumulative and not alternatives.

         13.  VENUE.  DEBTOR  IRREVOCABLY  CONSENTS  THAT ANY  LEGAL  ACTION  OR
PROCEEDING  AGAINST IT UNDER,  ARISING OUT OF OR IN ANY MANNER  RELATING TO THIS
NOTE OR THE OTHER FINANCING DOCUMENTS,  MAY BE BROUGHT IN ANY COURT OF THE STATE
OF NEW YORK LOCATED IN NEW YORK, NEW YORK OR IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK.  DEBTOR, BY THE EXECUTION AND DELIVERY OF
THIS NOTE,  EXPRESSLY  AND  IRREVOCABLY  ASSENTS  AND  SUBMITS  TO THE  PERSONAL
JURISDICTION OF ANY OF SUCH COURTS IN ANY SUCH ACTION OR PROCEEDING, AND FURTHER
IRREVOCABLY CONSENTS TO THE SERVICE OF ANY COMPLAINT,  SUMMONS,  NOTICE OR OTHER
PROCESS  RELATING TO SUCH ACTION OR PROCEEDING BY DELIVERY THEREOF TO IT BY HAND
OR BY MAIL IN THE MANNER PROVIDED FOR IN THIS NOTE.  DEBTOR HEREBY EXPRESSLY AND
IRREVOCABLY  WAIVES ANY CLAIM OR DEFENSE IN ANY SUCH ACTION OR PROCEEDING  BASED
ON ANY  ALLEGED  LACK OF  PERSONAL  JURISDICTION,  IMPROPER  VENUE OR FORUM  NON
CONVENIENS OR ANY SIMILAR

                                       5
<PAGE>

BASIS.  DEBTOR SHALL NOT BE ENTITLED IN ANY SUCH ACTION OR  PROCEEDING TO ASSERT
ANY DEFENSE GIVEN OR ALLOWED UNDER THE LAWS OF ANY STATE OTHER THAN THE STATE OF
NEW YORK UNLESS  SUCH  DEFENSE IS ALSO GIVEN OR ALLOWED BY THE LAWS OF THE STATE
OF NEW YORK. NOTHING IN THIS NOTE SHALL AFFECT OR IMPAIR IN ANY MANNER OR TO ANY
EXTENT THE RIGHT OF HOLDERS TO COMMENCE LEGAL  PROCEEDINGS OR OTHERWISE  PROCEED
AGAINST DEBTOR IN ANY  JURISDICTION OR TO SERVE PROCESS IN ANY MANNER  PERMITTED
BY LAW.

         14. GOVERNING LAW. This Note has been executed,  delivered and accepted
in the State of New York and shall be construed in accordance  with and governed
by the internal laws of the State of New York.

         IN WITNESS  WHEREOF,  the Debtor has executed and delivered this Senior
Subordinated Promissory Note as of the date first written above.

                                       TRUEYOU.COM INC.



                                       By:
                                            ------------------------------------
                                              Name:

                                              Title:


                                       6
<PAGE>

                                    EXHIBIT A

---------------------------------- --------------------- -----------------------
Vicis Capital Master Fund LLC                  $500,000               5,000,000
---------------------------------- --------------------- -----------------------
Klinger Investments LLC                        $650,000               2,904,762
---------------------------------- --------------------- -----------------------
Andrew D. Lipman                               $200,000                 893,773
---------------------------------- --------------------- -----------------------
Richard Rakowski                               $850,000               3,798,534
---------------------------------- --------------------- -----------------------
Gerard DeBiasi                                 $100,000                 446,886
---------------------------------- --------------------- -----------------------
James Benedict                                  $75,000                 335,165
---------------------------------- --------------------- -----------------------
Dan Richardson                                  $75,000                 335,165
---------------------------------- --------------------- -----------------------
Amal Devani                                    $150,000                 670,330
---------------------------------- --------------------- -----------------------
CSFN I LLC                                     $300,000                     -0-
---------------------------------- --------------------- -----------------------
John Brugmann                                  $100,000               1,000,000
---------------------------------- --------------------- -----------------------