TRUEYOU.COM INC.
                          REGISTRATION RIGHTS AGREEMENT

                               DECEMBER 22, 2006


                  The parties to this agreement are TRUEYOU.COM Inc., a Delaware
corporation   (the  "Company")  and  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
"Investors").

                  The Investors own warrants  ("Warrants") to purchase shares of
Common Stock, $0.001 par value per share, of the Company ("Common Stock").

                  The shares of Common Stock that the  Investors  may  hereafter
acquire upon exercise of their Warrants are entitled to the rights and benefits,
and subject to the terms and conditions, of this agreement, and are collectively
referred to as, the "Registrable Shares."

                  The Company  desires to provide  the  Investors  with  certain
rights  regarding  the  registration  of the  Shares,  all  upon the  terms  and
conditions set forth below.

                  The parties agree as follows:

                  1. PIGGYBACK REGISTRATIONS.

                  1.1 RIGHT TO INCLUDE  REGISTRABLE  SECURITIES.  If at any time
following  the date hereof,  the Company shall propose to register any shares of
its Common Stock by means of a registration  statement filed by the Company with
the Securities and Exchange Commission ("SEC") for sale in a public offering for
its own account,  or for the account of any other Person by registration on Form
SB-2,  S-1,  S-2 or S-3 (but not Form S-4 or S-8) or any  successor  or  similar
forms (except for any  registrations  in connection with (x) an employee benefit
plan or dividend reinvestment plan or a merger,  consolidation or other business
combination or (y) debt securities that are not convertible  into Common Stock),
it shall give written  notice to the  Investors of its intention to do so and of
the Investors'  rights under this Section 1 at least 15 days prior to the filing
of a registration statement with respect to such registration with the SEC. Upon
the written  request of the  Investors  made within 10 days after the receipt of
that notice, which request shall specify the Registrable  Securities intended to
be registered  and disposed of by the Investors,  the Company shall,  subject to
the  provisions  hereof  and the  prior  rights  of  Laurus  Master  Fund,  Ltd.
("Laurus")  pursuant to the  Registration  Rights  Agreement  of the Company and
Laurus dated July 11, 2006, use its commercially  reasonable  efforts to include
in such registration  statement all Registrable  Securities that the Company has
been so requested to register by the Investors.

<PAGE>

                  1.2 RIGHT TO  ABANDON OR DELAY  REGISTRATION.  If, at any time
after  giving  written  notice to the  Investors  pursuant to Section 1.1 of its
intention  to register any  securities  and prior to the  effective  date of the
registration  statement filed in connection with such registration,  the Company
shall determine for any reason not to register or to delay  registration of such
securities,  the  Company  may, at its  election,  give  written  notice of such
determination to the Investors and upon giving that notice: (a) in the case of a
determination  not to register,  the Company shall be relieved of its obligation
to register any  Registrable  Securities  in connection  with such  registration
without prejudice;  and (b) in the case of a determination to delay registering,
the Company shall be permitted to delay  registering any Registrable  Securities
for the same period as the delay in registering such other securities.

                  1.3 "REGISTRABLE  SECURITIES" means  Registrable  Shares that:
(a) have not been  previously  registered  and sold  pursuant to a  registration
statement that shall have become  effective under the Securities Act of 1933, as
amended ("Securities Act"); and (b) may not be sold without restriction pursuant
to Rule 144(k) (or successor provisions) under the Securities Act, together with
any additional shares of Common Stock issued in a stock split or stock dividend.

                  2. REGISTRATION PROCEDURES; LISTINg.

                  2.1  OBLIGATIONS  OF  THE  COMPANY.  In  connection  with  the
registration of any Registrable  Securities under the Securities Act pursuant to
the  provisions  of this  agreement,  the Company  shall,  as  expeditiously  as
possible:

                  (a) prepare and file with the SEC the  requisite  registration
statement  to effect  such  registration  and  thereafter  use its  commercially
reasonable  efforts to cause such  registration  statement  to become and remain
effective (subject to Section 1.2 and clause (b) below); PROVIDED, HOWEVER, that
the Company may  discontinue  any  registration  of its securities  that are not
Registrable  Securities  at  any  time  prior  to  the  effective  date  of  the
registration statement relating thereto;

                  (b) use its  commercially  reasonable  efforts to prepare  and
file with the SEC such amendments and supplements to such registration statement
and the prospectus used in connection therewith as may be necessary to keep such
registration  statement  effective  and to  comply  with the  provisions  of the
Securities  Act with respect to the  disposition of all  Registrable  Securities
covered by such registration  statement for such period as shall be required for
the disposition of all of such Registrable Securities;

                  (c) furnish to the Investors  such number of conformed  copies
of such registration statement and of each such amendment and supplement thereto
(in each case including all  exhibits),  such number of copies of the prospectus
contained in such registration  statement (including each preliminary prospectus
and any summary  prospectus) and any other prospectus filed under Rule 424 under
the Securities Act, in conformity  with the  requirements of the Securities Act,
and such other  documents,  as the Investors may reasonably  request in order to
facilitate the public sale or other disposition of the Registrable  Shares owned
by the Investors;


                                      -2-
<PAGE>

                  (d) use its commercially reasonable efforts (x) to register or
qualify  all  Registrable  Securities  and  other  securities  covered  by  such
registration  statement  under  such other  securities  or blue sky laws of such
states of the United  States of America  where an exemption is not available and
as the Investors  shall  reasonably  request,  (y) to keep such  registration or
qualification in effect for so long as such  registration  statement  remains in
effect,  and (z) to take any other  action that may  reasonably  be necessary or
advisable  to enable  the  Investors  to  consummate  the  public  sale or other
disposition in such jurisdictions of the Registrable Shares owned and to be sold
by the  Investors,  except  that the Company  shall not for any such  purpose be
required to qualify  generally  to do business as a foreign  corporation  in any
jurisdiction  wherein it would not,  but for the  requirements  of this  Section
2.1(d),  be obligated to be so qualified or to so consent to general  service of
process in any such jurisdiction;

                  (e) notify the Investors when a prospectus relating thereto is
required to be delivered  under the Securities Act, upon discovery that, or upon
the happening of any event as a result of which, the prospectus included in such
registration  statement,  as then in effect,  includes an untrue  statement of a
material fact or omits to state any material fact required to be stated  therein
or necessary to make the statements therein not misleading,  in the light of the
circumstances  under which they were made,  and at the request of the  Investors
promptly  prepare  and  furnish  to them a  reasonable  number  of  copies  of a
supplement to or an amendment of such prospectus as may be necessary so that, as
thereafter delivered to the purchasers of such securities, such prospectus shall
not include an untrue  statement of a material  fact or omit to state a material
fact required to be stated therein or necessary to make the  statements  therein
not misleading in the light of the circumstances under which they were made;

                  (f) pay all expenses incident to the Company's  performance of
or compliance with its obligations hereunder, including, without limitation, all
listing fees, all printing  expenses,  the fees,  expenses and  disbursements of
counsel for the Company and of its independent  public accountants and all fees,
expenses and  disbursements  of one outside counsel to the Investors;  PROVIDED,
HOWEVER,  that the foregoing  obligation of the Company shall  exclude,  and the
Investors  shall  pay,   underwriters   fees  and  underwriting   discounts  and
commissions in respect of the Registrable  Securities being registered hereunder
as well as any fees and  expenses  of any  second  or other  additional  outside
counsel to the Investors hereunder;

                  (g) in connection with any registration of Registrable Shares,
the Company shall enter into all customary  agreements  (including in connection
with an underwritten  offering,  an  underwriting  agreement) and shall take all
other  reasonable  actions  requested  by the managing  underwriter  in order to
expedite or facilitate the disposition of Registrable  Shares,  including making
presentations at any "road shows" or analyst presentations (which are reasonable
in scope and  duration  and  consistent  with  market  practice  for  comparable
offerings),  providing  reasonable access to the Company, its books and records,
and its personnel and advisers and furnishing  information to the  stockholders,
the  underwriter(s)  and their  agents  and  representatives  to enable  them to
undertake due diligence and  furnishing to them such opinions,  comfort  letters
and the like as are  customary in  connection  with the  applicable  offering of
securities; and

                  (h)  cause  the   Registrable   Securities   covered  by  such
registration  statement to be listed on a national securities exchange or on the
Nasdaq Stock Market, as applicable.

                                      -3-
<PAGE>

                  2.2 OBLIGATIONS OF THE INVESTORS.

                  (a) The  Company  may require  the  Investors,  after  receipt
thereby of a written  request  from the  Investors  pursuant to Section  1.1, to
furnish  the  Company  such   information   regarding   the  Investors  and  the
distribution  of the Investors'  Registrable  Securities as the Company may from
time to time  reasonably  request  in  writing,  based on its  belief  that such
information is required to be disclosed in the relevant  registration  statement
pursuant to the Securities Act and applicable state securities laws.

                  (b)  Upon  receipt  of any  notice  from  the  Company  of the
happening of an event of the kind  described in Section  2.1(e),  the  Investors
shall forthwith discontinue their disposition of Registrable Securities pursuant
to the registration  statement relating to such Registrable Securities until the
Investors'  receipt of the  copies of the  supplemented  or  amended  prospectus
contemplated by Section 2.1(e) and, if so directed by the Company, the Investors
shall deliver to the Company all copies, then in the Investors'  possession,  of
the prospectus  relating to such Registrable  Securities  current at the time of
receipt of such notice.

                  3. CUTBACKS.

                  3.1  GENERALLY.  If in the good faith judgment of the Company,
it shall determine after  consultation  with the managing  underwriter  that the
registration  of the  number of  Registrable  Securities  to be  included  in an
offering that is registered pursuant to Section 1 would materially and adversely
affect  such  public  offering,  then the  Company  may  reduce  the  number  of
Registrable  Shares to be included in the  offering to the extent  necessary  to
alleviate such adverse effect.  If, in accordance  with the preceding  sentence,
the  number of shares  to be  included  in the  underwriting  (pursuant  to this
agreement  or  otherwise)  is less  than the total  number  of shares  that such
holders  have  requested  to be  included,  the holders of other shares who have
requested to include such shares shall  participate on a PRO RATA basis based on
the  relative  aggregate  holdings  of the  holders  who  seek  to  have  shares
registered under such registration  statement (or in any other proportion as may
be agreed upon by all stockholders seeking to exercise such rights).

                  3.2 UNDERWRITING AGREEMENT. The Investors shall become a party
to  any  underwriting   agreement   negotiated   between  the  Company  and  the
underwriters in any  underwritten  public offering  hereunder  (which  agreement
shall be in a form and contain  provisions  that are normal and  customary)  and
shall  make all  representations  and  warranties  to and shall  enter  into all
agreements with the Company and the  underwriters and shall deliver all opinions
of counsel and other  documents  as shall be  reasonably  requested  of them and
shall make all representations and warranties required by law, customarily given
or  reasonably  requested  of  selling  shareholders  by  an  underwriter  in an
underwritten public offering.

                  4. INDEMNIFICATION.

                  4.1  INDEMNIFICATION  BY  THE  COMPANY.  In the  event  of any
registration  statement  filed  pursuant to this  Agreement,  the Company  shall
indemnify and hold harmless the Investors,  each underwriter of such Registrable
Shares and their  respective  directors,  officers and affiliates and each other
individual or entity, if any, who controls (within the meaning of the

                                      -4-
<PAGE>

Securities  Act) the Investors (each of the foregoing,  a "Holder  Indemnitee"),
against  any  losses,  claims,  damages,  or  liabilities,  joint or several (or
actions or proceedings,  whether  commenced or threatened,  in respect  thereof)
("Losses")  to a Holder  Indemnitee  arise out of or are based  upon any  untrue
statement or alleged untrue statement of any material fact contained in any such
registration statement, any preliminary prospectus, final prospectus, or summary
prospectus  contained therein,  or any amendment or supplement  thereto,  or any
omission or alleged  omission to state  therein a material  fact  required to be
stated  therein  or  necessary  to make the  statements  therein in light of the
circumstances  in which they were made not  misleading,  and the  Company  shall
reimburse  each Holder  Indemnitee  for any legal or any other  fees,  costs and
expenses  reasonably  incurred  by  them in  connection  with  investigating  or
defending  any such  loss,  claim,  damage,  liability,  action  or  proceeding;
PROVIDED,  HOWEVER, that the Company shall not be liable in any such case to the
extent that any such loss, claim, damage,  liability (or action or proceeding in
respect  thereof) or expense arises out of or is based upon an untrue  statement
or omission made in reliance upon and in conformity with information relating to
the  Investors  furnished  to the  Company  in  writing  by or on  behalf of the
Investors or such  underwriter,  as the case may be, for use in the  preparation
thereof; and PROVIDED, FURTHER, HOWEVER, that the Company shall not be liable to
any Holder  Indemnitee in any such case to the extent that any such loss, claim,
damage, liability (or action or proceeding in respect thereof) or expense arises
out of such Person's failure to send or give a copy of the final prospectus,  as
the same may be then supplemented or amended,  to the Person asserting an untrue
statement  or alleged  untrue  statement  or omission or alleged  omission at or
prior to the written confirmation of the sale of Registrable  Securities to such
Person if such  statement or omission was corrected in such final  prospectus so
long as such final prospectus,  and any amendments or supplements thereto,  have
been furnished to such underwriter or the Investors, as applicable.

                  4.2  INDEMNIFICATION  BY THE  INVESTORS.  If  any  Registrable
Securities  are  included  in any  registration  statement,  each seller of such
Registrable Securities so registered shall, severally and not jointly, indemnify
and hold  harmless the Company and each  director,  officer and affiliate of the
Company,  and each other individual or entity,  if any, who controls (within the
meaning of the Securities  Act) the Company (each of the  foregoing,  a "Company
Indemnitee") insofar as Losses to a Company Indemnitee arise out of or are based
upon any  untrue  statement  or alleged  untrue  statement  of a  material  fact
contained in such  registration  statement,  any preliminary  prospectus,  final
prospectus  or  summary  prospectus  contained  therein,  or  any  amendment  or
supplement  thereto,  or an  omission  or alleged  omission  to state  therein a
material fact required to be stated  therein or necessary to make the statements
therein in light of the  circumstances  in which there were made not misleading,
if such statement or alleged  statement or omission or alleged omission was made
in reliance upon and in conformity  with written  information  pertaining to the
Investors and furnished to the Company by the Investors  specifically for use in
the preparation of such registration statement,  preliminary  prospectus,  final
prospectus, summary prospectus, amendment or supplement, PROVIDED, HOWEVER, that
the Investors  shall have no liability  under this Section 4.2 for any amount in
excess of the net proceeds  actually  received by the Investors from the sale of
the Registrable Securities included in such registration statement.

                                      -5-
<PAGE>

                  4.3 NOTICE OF CLAIMS, ETC.

                  (a) Promptly after receipt by an  indemnified  party of notice
of the commencement of any action or proceeding involving a claim referred to in
Sections 4.1 or 4.2, such indemnified  party will, if a claim in respect thereof
is to be made against an indemnifying party,  immediately give written notice to
the latter of the  commencement  of such  action;  PROVIDED,  HOWEVER,  that the
failure of any  indemnified  party to give notice as provided  herein  shall not
relieve  the  indemnifying  party of its  indemnity  obligations,  except to the
extent that the  indemnifying  party is actually  prejudiced  by such failure to
give notice.  In case any such action is brought  against an indemnified  party,
unless in the  reasonable  judgment of counsel  for such  indemnified  party,  a
conflict of interest between such indemnified and indemnifying parties may exist
in respect of such claim (in which case the indemnified  party shall be entitled
to retain separate counsel as provided below),  the indemnifying  party shall be
entitled to participate in and to assume the defense  thereof,  jointly with any
other  indemnifying  party similarly notified to the extent that it may wish and
at any time, with counsel reasonably satisfactory to such indemnified party, and
after  notice  from  the  indemnifying  party to such  indemnified  party of its
election so to assume the defense thereof,  the indemnifying  party shall not be
liable to such  indemnified  party for any legal or other expenses  subsequently
incurred by the  indemnified  party in connection with the defense thereof other
than reasonable  costs related to the indemnified  party's  cooperation with the
indemnifying party;  PROVIDED,  HOWEVER,  that the indemnified party may, at its
own expense, retain separate counsel to participate in such defense.

                  (b) No  indemnifying  party shall be liable for any settlement
of any action or proceeding effected without its written consent,  which consent
shall not be unreasonably  withheld.  No indemnifying  party shall,  without the
consent of the indemnified party, consent to entry of any judgment or enter into
any settlement that does not include as an unconditional term thereof the giving
by the  claimant or plaintiff  to such  indemnified  party of a release from all
liability in respect to such claim or litigation.

                  4.4 CONTRIBUTION.  If indemnification  shall for any reason be
held by a court to be  unavailable  to an  indemnified  party in  respect of any
loss,  claim,  damage or liability,  or any action in respect thereof,  then, in
lieu of the  amount  paid or  payable  under  Section  4.1 or  Section  4.2,  as
applicable, the indemnified party and the indemnifying party shall contribute to
the aggregate losses,  claims, damages and liabilities (including legal or other
expenses  reasonably incurred in connection with investigating the same), (a) in
such  proportion as is  appropriate to reflect the relative fault of the Company
on the one hand and the  Investors on the other hand that resulted in such loss,
claim,  damage or liability,  or action in respect thereof,  with respect to the
statements or omissions that resulted in such loss, claim,  damage or liability,
or  action  in  respect  thereof,  as  well  as  any  other  relevant  equitable
considerations  or (b) if the  allocation  provided  by item  (a)  above  is not
permitted by  applicable  law, in such  proportion  as shall be  appropriate  to
reflect the  relative  benefits  received by the Company on the one hand and the
Investors on the other, as determined by a court of competent  jurisdiction.  No
individual or entity guilty of fraudulent  misrepresentation (within the meaning
of the Securities Act) shall be entitled to contribution  from any individual or
entity who was not guilty of such fraudulent misrepresentation.  In addition, no
individual or entity shall be obligated to  contribute  hereunder any amounts in
payment  for any  settlement  of any  action or  claim,  effected  without  such
individual  or  entity's  consent,  which  consent  shall  not  be  unreasonably
withheld.

                                      -6-
<PAGE>

                  5. INFORMATION BY THE INVESTORS.  If any information  relating
to the Investors is included in any registration statement,  the Investors shall
furnish to the Company such  information  regarding the Investors and the method
of distribution  proposed by the Investors as the Company may request in writing
and as shall be required in connection with any  registration,  qualification or
compliance referred to in Section 1.

                  6. RULE 144 REQUIREMENTS. The Company agrees that it will: (a)
use its best  efforts to make and keep public  information  available,  as those
terms are understood  and defined in Rule 144 under the Securities  Act; (b) use
its best  efforts to file with the SEC in a timely  manner all reports and other
documents required of the Company under the Exchange Act; and (c) furnish to any
holder of Registrable  Shares upon request a written statement by the Company as
to its compliance with the information requirements of said Rule 144, and of the
reporting  requirements of the Exchange Act, a copy of the most recent annual or
quarterly  report of the Company,  and such other  reports and  documents of the
Company as such  holder may  reasonably  request to avail  itself of any similar
rule or  regulation of the SEC allowing it to sell any such  securities  without
registration.

                  7.  CERTAIN  RIGHTS.  The  rights  granted  to  the  Investors
hereunder may not be transferred  except with the written consent of the Company
or as otherwise set forth in Section 8.6 hereof.

                  8. MISCELLANEOUS.

                  8.1  NOTICES,  ETC.  All  notices,   consents,   instructions,
requests and other  communications  required or permitted  hereunder  must be in
writing  and  shall  be  deemed  to have  been  duly  given  only  if  delivered
personally,  by facsimile  transmission,  by first-class mail (postage  prepaid,
return receipt requested),  or by delivery by a recognized international courier
service  (all costs  prepaid)  to the  parties  at the  following  addresses  or
facsimile numbers (or as amended in accordance with this Section 8.1):

If to the Company, to:

TRUEYOU.COM, INC.
501 Merritt 7, 5th Floor
Norwalk, Connecticut 06851

and a copy to:

Troutman Sanders LLP
405 Lexington Avenue
New York, New York  10174

Telecopier No.:  (212) 704-6160
Attention:  Edward R. Mandell

                  If to the  Investors,  to the address or telecopier  number of
the Investors set forth on the signature page below.

                                      -7-
<PAGE>

                  8.2 NO WAIVER.  No failure or delay by any party in exercising
any right,  power or privilege  hereunder  shall operate as a waiver thereof nor
shall any  single or  partial  exercise  thereof  preclude  any other or further
exercise  thereof or the exercise of any other right,  power or  privilege.  The
rights and remedies herein provided shall be cumulative and not exclusive of any
rights or remedies provided by law.

                  8.3 ENTIRE  AGREEMENT.  This  agreement  supersedes  all prior
and/or contemporaneous negotiations,  understandings, discussions and agreements
(written or oral) between the parties with respect to the subject  matter hereof
(all of which are merged  herein and  therein)  and contains the sole and entire
agreement among the parties hereto with respect to the subject matter hereof.

                  8.4  GOVERNING  LAW.  This   agreement   shall  be  construed,
interpreted and enforced in accordance  with, and shall be governed by, the laws
of the state of New York without regard to principles of conflicts of laws.

                  8.5  JURISDICTION;  VENUE.  Each of the parties  hereto hereby
irrevocably  consents and submits to the  exclusive  jurisdiction  of the United
States  District Court for the Southern  District of New York in connection with
any dispute  arising out of or relating to this  agreement  or the  transactions
contemplated hereby, waives any objection to venue in such District (unless such
court lacks  jurisdiction  with respect to such dispute,  in which case, each of
the parties hereto irrevocably consents to the jurisdiction of the courts of the
State of New York located in New York County in connection with such dispute and
waives  any  objection  to venue in the County of New  York),  and  agrees  that
service of any  summons,  complaint,  notice or other  process  relating to such
dispute may be effected in the manner provided by Section 9.1.

                  8.6 ASSIGNMENT; BINDING EFFECT. The Investors shall not assign
their  rights  or  duties  hereunder  to any  party  other  than  (i) an  entity
controlled by, under common control with, or  controlling,  the Investors,  (ii)
any person or entity to which an Investor  transfers  its Warrant in  accordance
with Section 7 thereof.  This  agreement  shall be binding  upon and,  except as
otherwise provided herein,  shall inure to the benefit of the parties hereto and
their permitted successors and assigns.

                  8.7  AMENDMENT  AND  WAIVER.  No  term  or  provision  of this
agreement may be amended,  waived,  altered,  modified,  rescinded or terminated
except by a written  instrument  signed  by the party  against  whom the same is
sought to be enforced.

                  8.8 NO THIRD PARTY  BENEFICIARIES.  Nothing  contained in this
agreement,  whether  express or implied,  is  intended,  or shall be deemed,  to
create or confer any right,  interest or remedy for the benefit of any person or
entity other than as otherwise provided in this agreement.

                  8.9 SEVERABILITY.  If any provision of this agreement is found
to be void or unenforceable by a court of competent jurisdiction,  the remaining
provisions of this agreement shall nevertheless be binding upon the parties with
the same  force and  effect as though  the void or  unenforceable  part had been
severed and deleted.

                                      -8-
<PAGE>

                  8.10 SPECIFIC PERFORMANCE.  The parties agree that irreparable
damage will result in the event that this agreement is not specifically enforced
and the parties  hereto agree that any damages  available at law for a breach of
this agreement would not be an adequate remedy. Therefore, the provisions hereof
and the obligations of the parties  hereunder shall be enforceable in a court of
equity,  or  other  tribunal  having  jurisdiction,  by  a  decree  of  specific
performance, and appropriate injunctive relief may be applied for and granted in
connection therewith.

                  8.11  COUNTERPARTS;   EFFECTIVENESS.  This  agreement  may  be
executed in one or more  counterparts  (including  signature  pages delivered by
facsimile  transmission),  each of which shall be deemed an original  but all of
which together will constitute one and the same agreement.  This agreement shall
become effective when each party hereto shall have received  counterparts hereof
signed by all of the other parties hereto.

                  The parties have  executed  and  delivered  this  Registration
Rights Agreement as of the date first written above.


                                          TRUEYOU.COM, INC.

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



                                          KLINGER INVESTMENTS LLC

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


                                          VICIS CAPITAL MASTER FUND LLC

                                          By:
                                             ---------------------------------


                                          ------------------------------------
                                                   Andrew D. Lipman


                                          ------------------------------------
                                                   Richard Rakowski


                                      -9-
<PAGE>


                                          ------------------------------------
                                                   Gerard DeBiasi


                                          ------------------------------------
                                                   James Benedict


                                          ------------------------------------
                                                   Dan Richardson


                                          ------------------------------------
                                                   Amal Devani


                                          ------------------------------------
                                                   CSFN I LLC


                                          ------------------------------------
                                                   John Brugmann



                                      -10-