LOAN AGREEMENT

         THIS LOAN  AGREEMENT (the  "Agreement")  is made as of this 22nd day of
December,  2006 (the  "Closing  Date"),  by and  between  TRUEYOU.COM,  INC.,  a
Delaware  corporation (the  "Borrower"),  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  (each a
"Lender" and collectively, the "Senior Subordinated Lenders").

                                    RECITALS

         A. The Borrower has asked the Senior Subordinated  Lenders for a senior
subordinated  term loan (the "Loan") in the  principal  amount of Three  Million
Dollars  ($3,000,000)  to be  used by the  Borrower  for  capital  expenditures,
general working capital and to pay all costs and expenses in connection with the
Loan. The Loan is evidenced by certain Senior  Subordinated  Promissory Notes of
even date herewith from the Borrower in favor of the Senior Subordinated Lenders
(each a "Note" and collectively the "Notes").

         B. The holders of the Borrower's $10,038,710 aggregate principal amount
of Subordinated Debt issued pursuant to (i) an Amended  Subordinated  Promissory
Note in the sum of $4,838,710  and (ii) a  Subordinated  Promissory  Note in the
principal sum of $5,200,000,  each dated July 11, 2006  ("Existing  Subordinated
Lenders")  have agreed that the Loan shall be senior to the  obligations  of the
Borrower to the Existing  Subordinated Lenders under the aforesaid  subordinated
promissory notes ("Existing Subordinated Debt").

         C. The Senior Subordinated  Lenders are willing to make the Loan to the
Borrower upon the terms and subject to the conditions hereinafter set forth.

                                   AGREEMENTS

         NOW, THEREFORE, in consideration of the premises, the mutual agreements
herein  contained,  and other good and valuable  consideration,  the receipt and
sufficiency  of which are  hereby  acknowledged,  the  Borrower  and the  Senior
Subordinated Lenders hereby agree as follows:

I.       BORROWING; ISSUANCE OF WARRANTS

         Section 1.1 THE LOAN. The Senior Subordinated  Lenders agree to lend to
the  Borrower  and the  Borrower  agrees to borrow from the Senior  Subordinated
Lenders, the principal sum of Three Million Dollars ($3,000,000) allocated among
the Senior  Subordinated  Lenders as set forth in EXHIBIT A. The Loan shall bear
interest  and shall be repaid by the Borrower in the manner and at the times set
in the Notes.

<PAGE>

         Section 1.2 USE OF PROCEEDS.  The proceeds of the Loan shall be used by
the Borrower for the  purposes set forth in Recital A above,  and,  unless prior
written consent of the Senior  Subordinated  Lenders holding at least a majority
in outstanding  principal amount of the Senior Subordinated Loans (the "Majority
Lenders") is obtained, for no other purpose.

         Section 1.3 VOLUNTARY PREPAYMENT.  Subject to the terms of that certain
Subordination  Agreement  dated as of the  date  hereof  (as  from  time to time
amended in accordance with its terms, the "Subordination Agreement"),  among the
Borrower,  the  guarantors  named  therein,  Laurus Master Fund,  Ltd.  ("Senior
Lender"), the Existing Subordinated Lenders and the Senior Subordinated Lenders,
the Loan may be prepaid  at any time,  in whole or in part,  without  penalty or
premium, on three (3) days prior written notice.

         Section 1.4 MANDATORY PREPAYMENTS.

                  (a) Subject to the terms of the Subordination Agreement,  upon
the  occurrence  of a Change of Control  (as  hereinafter  defined),  the Senior
Subordinated Lenders shall have the right to require Borrower to prepay the Loan
including,  without limitation,  (i) the outstanding principal balance, (ii) all
accrued and unpaid interest (if any), and (iii) all other amounts then due under
the Note. For purposes of this  Agreement,  "Change of Control"  means:  (i) any
"person"  (including  any group of  persons),  as such term is used in  Sections
13(d)  and  14(d) of the  Securities  Exchange  Act of  1934,  as  amended  (the
"Exchange  Act") (other than any trustee or other fiduciary  holding  securities
under an employee  benefit plan of the Borrower),  is or becomes the "beneficial
owner"  (as  defined  in  Rule  13d-3  under  the  Exchange  Act),  directly  or
indirectly,  after the date hereof,  of securities of the Borrower  representing
more than fifty  percent  (50%) of the combined  voting power of the  Borrower's
then outstanding securities; (ii) individuals who at the Closing Date constitute
the Board,  and any new  director  (other than a director  (x)  designated  by a
person  who has  entered  into an  agreement  with  the  Borrower  to  effect  a
transaction described in clause (i), (iii) or (iv) of this subparagraph,  or (y)
whose initial assumption of office occurs as a result of an actual or threatened
election  contest  with respect to the election or removal of directors or other
actual or  threatened  solicitation  of proxies or consents by or on behalf of a
"person" (as  hereinabove  defined)  other than the Board) whose election by the
Board or nomination for election by the Borrower's  shareholders was approved by
a vote of at least  two-thirds of the directors  then still in office who either
were  directors at the  beginning of the period or whose  election or nomination
for election was  previously so approved,  cease for any reason to constitute at
least a majority  thereof;  (iii) the  shareholders  of the  Borrower  approve a
merger,  reorganization  or consolidation of the Borrower,  other than a merger,
reorganization or consolidation  which would result in (A) the beneficial owners
(as hereinabove  defined) of the voting  securities of the Borrower  outstanding
immediately prior thereto  continuing to beneficially own voting securities that
represent  (either by remaining  outstanding  or by being  converted into voting
securities of the surviving  entity) more than 50% of the combined  voting power
of the voting  securities of the Borrower or such surviving  entity  outstanding
immediately after such merger,  reorganization  on or consolidation,  and (B) no
"person" (as hereinabove defined) acquiring more than fifty percent (50%) of the
combined voting power of the Borrower's then  outstanding  securities;  (iv) the
shareholders of the Borrower approve an agreement for the sale or disposition by
the Borrower of all or substantially all of the Borrower's assets or business to
an unaffiliated  third party; or (v) the  shareholders of the Borrower approve a
liquidation or dissolution of the Borrower.

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<PAGE>

                  (b) If the  Borrower  should  consummate  one or  more  equity
financings after the date hereof with gross proceeds of no less than $15,000,000
(the "Threshold"),  then subject to the terms of the Subordination Agreement and
the rights of the Senior Subordinated Lenders under (c) below, all principal and
accrued  interest  on the Loan shall be due and  payable at the  closing of such
financing (a "Threshold financing").

                  (c) Upon the occurrence of a Threshold financing,  each Senior
Subordinated Lender shall have the right, but not the obligation, to convert all
of the then  principal  and accrued  interest  due to such  Senior  Subordinated
Lender into shares of the equity securities sold in the Threshold transaction at
the lowest price per share paid in such  financing and  otherwise  upon the same
terms and conditions as the Threshold  financing.  The Borrower  agrees to fully
inform the Senior  Subordinated  Lenders with respect to any proposed  Threshold
transaction  and to take all  appropriate  and  necessary  action to enable  the
Senior Subordinated Lenders to convert the Loan as herein provided.

         Section 1.5 ISSUANCE OF WARRANTS.

                  (a) Subject to the terms and conditions of this Agreement, the
Borrower hereby agrees to issue to each Senior  Subordinated  Lender, as part of
its  inducement  to make the Loan,  a  warrant  in the form  attached  hereto as
EXHIBIT B entitling such Senior  Subordinated  Lender to purchase such number of
shares  of  the  Borrower's   Common  Stock   specified   opposite  such  Senior
Subordinated  Lender's  name on  EXHIBIT A at an  exercise  price of $0.001  per
Common Share (collectively, the "Warrants").

                  (b) Each Lender shall be granted piggyback registration rights
with  respect  to the  shares of Common  Stock  issuable  upon  exercise  of the
Warrants, in accordance with the terms of the Registration Rights Agreement, the
form of which is attached hereto as EXHIBIT C.

II.      THE FINANCING DOCUMENTS; OBLIGATIONS

         This Agreement,  the Note, the Guaranty (as hereinafter  defined),  and
any other  instrument,  agreement  or  document  previously,  simultaneously  or
hereafter  executed  and  delivered  by the  Borrower  and/or any other  person,
singularly or jointly with any other Person, evidencing,  securing in connection
with the Obligations (as hereinafter defined), this Agreement,  the Note and the
Guaranty  are  sometimes  referred  to  herein  collectively  as the  "Financing
Documents". "Obligations" as used in this Agreement means all of the obligations
for payment  evidenced by the Financing  Documents and all of the obligations to
perform and comply with all of the turns, covenant, conditions, stipulations and
agreements contained in the Financing Documents and all other obligations of the
Borrower to the Senior Subordinated  Lenders,  whether now existing or hereafter
created, whether direct or contingent.

III.     UNCONDITIONAL OBLIGATIONS

         The payment and performance by the Borrower of the Obligations shall be
absolute  and  unconditional,  irrespective  of any  defense  or any  rights  of
set-off,  recoupment or  counterclaim it might otherwise have against the Senior
Subordinated  Lenders  and the  Borrower  shall  pay  absolutely  net all of the
Obligations, free of any deductions and without abatement, diminution or set-of;
and until payment in full of all of the Obligations,  the Borrower: (a) will not
suspend

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<PAGE>

or  discontinue  any payments  provided for in the Note and (b) will perform and
observe  all of its other  agreements  contained  in this  Agreement,  including
(without limitation) all payments required to be made to the Senior Subordinated
Lenders.

IV.      REPRESENTATIONS AND WARRANTIES

         To induce  the Lender to make the Loan,  the  Borrower  represents  and
warrants to the Senior Subordinated Lenders that:

         Section 4.1 SUBSIDIARIES. The Borrower has only the Subsidiaries listed
on Exhibit D attached hereto.

         Section 4.2 GOOD STANDING.  Borrower is a  corporation,  duly organized
and existing  under the laws of the State of Delaware and is duly  authorized to
do business and in good  standing  wherever the ownership of its property or the
conduct of its business requires such authorization.

         Section 4.3 DUE AUTHORITY, COMPLIANCE WITH LAWS. Borrower has the right
and power and is duly  authorized  and empowered to enter into execute,  deliver
and perform this Agreement,  the Note and the other Financing Documents and this
Agreement  and the other  Financing  Documents  are valid and  binding  upon and
enforceable against Borrower in accordance with their respective terms. Borrower
has  taken  all  action  required  to  authorize  the  execution,  delivery  and
performance  of  this  Agreement  and  the  other  Financing  Documents  and the
transactions  contemplated  hereby and  thereby.  The  execution,  delivery  and
performance of this  Agreement and the other  Financing  Documents  executed and
delivered by Borrower and the consummation of the  transactions  contemplated by
this Agreement  will not conflict with,  violate or be prevented by any existing
mortgage  indenture,  contract or agreement binding on Borrower or affecting its
property or any laws.

         Section  4.4 NO DEFAULT.  There is no Event of Default (as  hereinafter
defined) and no event has occurred and no condition exists which with the giving
of notice or the  passage  of time would  constitute  an Event of  Default.  The
Borrower is not in default in any material  respect under the terms of any other
agreement  or  instrument  to which  it  maybe a party  or by  which  any of its
properties may be bound or subject.

         Section  4.5  CAPITALIZATION.  The  authorized  capital  stock  of  the
Borrower  consists of (i)  20,000,000  shares of Common  Stock,  (ii)  1,000,000
shares of Preferred Stock, par value $0.001 per share, of which 5,000 shares are
designated as Series A Preferred Stock,  100,000 shares are designated as shares
of Series B Preferred Stock,  50,000 shares are designated as shares of Series C
Preferred Stock, and 1,530 shares are designated as shares of Series B Preferred
Stock.  As of the date hereof  14,995,513  shares of Common Stock,  no shares of
Series  A  Preferred  Stock,  27,858.9673  shares  of Sales B  Preferred  Stock,
8,452.0222  shares of Series C  Preferred  Stock,  and 1,530  shares of Series D
Preferred Stock are issued and outstanding.  All shares of the Borrower's issued
and outstanding capital stock have been duly authorized,  are validly issued and
outstanding, and are fully paid and nonassessable.

         Section 4.6 TITLE TO PROPERTIES. Borrower has good and marketable title
to all of its properties.

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<PAGE>

         Section 4.7 FINANCIAL STATEMENTS. The consolidated financial statements
of  Borrower  included  in its  Current  Report on Form  8-K/A as filed with the
Securities and Exchange Commission on February 21, 2006 are complete and correct
and fairly  present the  financial  position of Borrower  and the results of its
operations as of the dates and for the periods referred to therein and have been
prepared in accordance with generally accepted accounting  principles applied on
a consistent basis during the periods involved. Such financial statements comply
in all material respects with applicable  accounting  requirements and the rules
and  regulations of the Commission with respect thereto as in effect at the time
of filing.

         Section  4.8  DISCLOSURE.   All  disclosure   provided  to  the  Senior
Subordinated  Lenders  regarding the Borrower and its  subsidiaries  is true and
correct and does not contain, any untrue statement of material fact or state any
material fact necessary in order to make the statements made therein in light of
the circumstances under which they are made, not misleading.

         Section 4.9 INCORPORATION OF  REPRESENTATIONS  AND WARRANTIES.  Each of
the  representations  and  warranties  set forth in  Section  4 of that  certain
Subordinated  Securities  Purchase  Agreement  between  Senior  Lender  and  the
Borrower  dated  December  22, 2006 (as amended  from time to time,  the "Laurus
Subordinated  Securities  Purchase  Agreement") are hereby  incorporated in this
Agreement by reference and shall be deemed to be representations  and warranties
made by the  Borrower  to the  Senior  Subordinated  Lenders  as if set forth at
length herein.

         Section 4.10 SEC REPORTS.  The Borrower has filed all reports (the "SEC
Reports") required to be filed by it with the Securities and Exchange Commission
(the  "Commission")  under the Securities Act of 1933 (the "Securities Act") and
the Exchange Act,  including  pursuant to Section 13(a) or 15(d)  thereof,  on a
timely  basis or has timely  filed a valid  extension of such time of filing and
has filed any such SEC Reports  prior to the  expiration  of any such  extension
except that  Borrower  has not yet filed its Annual  Report on Form 10-K for the
fiscal  year  ended July 1, 2006 and its  Quarterly  Report on Form 10-Q for the
fiscal  quarter  ended  November  1,  2006.  The SEC  Reports,  along  with  the
Borrower's  registration  statement  filed with the Commission on Form S-1 (File
No.333-131254),  and  subsequently  withdrawn by the Borrower and the  Company's
Revised Preliminary Information Statement on Schedule 14C and filed with the SEC
on October  4, 2006 are herein  referred  to as the "SEC  Filings."  As of their
respective  dates, the SEC filings complied as to form in all material  respects
with (i) the  requirements  of the  Securities  Act and the Exchange Act and the
rules and regulations of the Commission  promulgated thereunder and (ii) any SEC
comments  received or  otherwise  conveyed to the  Company  with  respect to any
previously  filed SEC Filing  except that the Borrower has not yet  responded to
(x) the letter  received from the SEC on May 2, 2006  commenting on the Form S-1
filed with the SEC and (g) the letter  received from the SEC on November 1, 2006
relating to the Company's filing of its Revised Schedule 14C. In addition,  none
of the SEC Filings, as of their respective dates, contained any untrue statement
of a material  fact or omitted to state a material  fact  required  to be stated
therein or necessary in order to make the  statements  therein,  in light of the
circumstances under which they were mad; not misleading.

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<PAGE>

V.       CONDITIONS OF LENDING

         The  obligation  of the  Senior  Subordinated  Lenders to make the Loan
hereunder is subject to the following conditions precedent:

         Section 5.1  APPROVAL OF COUNSEL FOR THE SENIOR  SUBORDINATED  LENDERS.
All  legal  matters  incident  to the Loan and all  documents  necessary  in the
opinion  of  the  Senior  Subordinated   Lenders  to  make  the  Loan  shall  be
satisfactory  in all  material  respects  to  respective  counsel for the Senior
Subordinated Lenders.

         Section 5.2 SUPPORTING DOCUMENTS. The Senior Subordinated Lenders shall
receive on the date hereof:  (a) a certificate of the Secretary of the Borrower,
certifying  that  attached  thereto  is a true,  complete  and  correct  copy of
resolutions  adopted by the Board of Directors of the Borrower  authorizing  the
execution  and  delivery  of this  Agreement,  the Note and the other  Financing
Documents,  and the  Obligations  and (b) such  other  documents  as the  Senior
Subordinated Lenders may reasonably require the Borrower to execute; in form and
substance acceptable to the Senior Subordinated Lenders.

         Section  5.3  FINANCING  DOCUMENTS.  All  of  the  Financing  Documents
required by the Senior Subordinated Lenders shall be executed,  delivered at the
sole expense of the Borrower.  Borrower shall pay all reasonable expenses of the
Senior Subordinated Lenders including but not limited to, legal counsel fees and
costs, travel expenses, accounting and other due diligence costs.

         Section 5.4 SUBORDINATION  AGREEMENT.  The Senior Subordinated  Lenders
and  Existing  Subordinated  Lenders  shall have  entered  into a  subordination
agreement in form and substance satisfactory to the Senior Subordinated Lenders.

         Section  5.5  GUARANTY.  The  Senior  Subordinated  Lenders  shall have
received an  unconditional  guaranty in form and substance  satisfactory  to the
Senior  Subordinated  Lenders  (the  "Guaranty")  from each of the  Subsidiaries
listed on EXHIBIT D.

         Section  5.6  WARRANTS.  Each Lender  shall have  received a Warrant in
accordance  with the  terms  of  Section  1.5(a),  and the  Registration  Rights
Agreement  shall have been  executed and delivered by the Borrower in accordance
with the terms of Section 1.5(b).

VI.      COVENANTS OF BORROWER

         Until  payment in full and the  performance  of all of the  Obligations
hereunder:

         Section 6.1  INCORPORATION  OF  COVENANTS.  The  covenants set forth in
Section 6 (other than Section 6.5,  Section 6.8 and Section  6.14) of the Laurus
Subordinated  Securities  Purchase  Agreement  are hereby  incorporated  in this
Agreement by reference  and shall be deemed to be covenants  made by Borrower to
the Senior Subordinated Lenders as if set forth at length herein.

         Section 6.2 BOOKS AND  RECORDS.  The  Borrower  shall permit the Senior
Subordinated  Lenders,  or any  Person  authorized  by the  Senior  Subordinated
Lenders,  to inspect and examine  Borrower's  records and books  (regardless  of
where  maintained) and. all supporting  vouchers and

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<PAGE>

data and to make copies and extracts  therefrom at all  reasonable  times and as
often as may be requested by the Senior Subordinated  Lenders. In addition,  the
Borrower  will  furnish  or cause to be  furnished  to the  Senior  Subordinated
Lenders internally prepared financial statements of the Borrower as of the close
of each fiscal quarter and fiscal year, in a form  reasonably  acceptable to the
Senior Subordinated Lenders.

         Section 6.3 PRESERVATION OF CORPORATE EXISTENCE. Borrower will preserve
and maintain its cot existence and good standing in each state where it conducts
business.  Borrower shall not merge or consolidate with or into any other person
or entity (a  "Person") or liquidate or wind down its business or enter into any
agreement with respect thereto.

         Section  6.4 PAYMENT OF TAXES AND  CLAIMS.  Borrower  will duly pay and
discharge when due and payable,  all taxes,  assessments  and  governmental  and
other charges, levies or claims levied or imposed, which are, or which if unpaid
might become, a lien or charge upon the properties, assets, franchises, earnings
or  business  Borrower;  PROVIDED,  HOWEVER,  that  nothing  contained  in  this
paragraph shall require  Borrower to pay and discharge,  or cause to be paid and
discharged, any such tax, assessment,  charge, levy or claim so long as Borrower
in good faith shall contest the validity thereof by appropriate  proceedings and
shall  set  aside  on its  books  adequate  reserves  with  respect  thereto  in
accordance  with such  accounting  practices and otherwise  satisfactory  to the
Senior Subordinated Lenders.

         Section 6.5 CONDUCT OF BUSINESS. Borrower shall conduct and operate its
business in all material  respects in accordance  with all  applicable  material
local, state and federal ordinances, resolutions and laws.

         Section 6.6 INSURANCE.  Borrower shall maintain insurance in an amount,
nature  and  with  carriers  covering  property  damage  to  any  of  Borrower's
properties business interruption insurance, public liability insurance including
coverage for contractual liability, product liability and workers' compensation,
and any other insurance which is usual for Borrower's business.

         Section 6.7 ADDITIONAL  SUBSIDIARIES.  If any additional  Subsidiary of
the Borrower is formed or acquired after the Closing Date as permitted  pursuant
to the terms hereof;  the Borrower  will,  within three business days after such
formation  or  acquisition  cause such  Borrower  to execute  and deliver to the
Senior  Subordinated  Lenders  an  additional  Guaranty  in form  and  substance
reasonably acceptable to the Senior Subordinated Lenders.

VII.     EVENTS OF DEFAULT

         The occurrence of one or more of the following  events shall be "Events
of Default" under this Agreement,  and the terms "Event of Default" or "default"
shall mean,  whenever they are used in this Agreement,  the events  specified in
the definition of "Event of Default" specified in the Note or any one or more of
the  following  events,  provided  that the  rights of the  Senior  Subordinated
Lenders upon the occurrence of an Event of Default shall be limited as set forth
in Section 7 of the Subordination Agreement.

         Section  7.1 BREACH OF  REPRESENTATION  AND  WARRANTIES.  Any  material
representation  or warranty made herein or in any report,  certificate,  opinion
(including  any opinion of counsel for the  Borrower),  financial  statement  or
other  instrument  furnished  in  connection  with the

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<PAGE>

Obligations  or  with  the  execution  and  delivery  of any  of  the  Financing
Documents,  shall  prove to have  been  false  or  misleading  when  made in any
material respect.

         Section 7.2 OTHER  DEFAULTS.  Default  shall be made by the Borrower in
the due  observance  or  performance  of any other term,  covenant or  agreement
herein contained,  which default shall remain unremedied for ten (10) days after
written  notice  thereof to the  Borrower  by the Senior  Subordinated  Lenders;
unless the nature of the failure is such that (a) it cannot be cured  within the
ten (10) day period,  (b) the Borrower  institutes  corrective action within the
ten (10) day period,  and (c) the Borrower completes the cure within a period of
an additional thirty (30) days.

         Section  7.3  DEFAULT  UNDER  OTHER  FINANCING  DOCUMENTS.  An Event of
Default shall occur under any of the other Financing Documents and such Event of
Default is not cured within any applicable grace period provided therein.

         Section 7.4 BANKRUPTCY. The Borrower or any Guarantor shall voluntarily
commence any proceeding under any  reorganization,  bankruptcy or similar law or
consent  to or fail to  contest  or  have  dismissed  within  60 days  any  such
proceeding or apply for a receiver or similar  official or make an assignment to
the benefit of creditors or otherwise take any similar action.

VIII.    RIGHTS AND REMEDIES UPON DEFAULT

         Section  8.1  GENERALLY.  Upon the  occurrence  of an Event of  Default
subject to the terms of the  Subordination  Agreement  the  Senior  Subordinated
Lenders shall have the rights and remedies set forth in the Note.

IX.      MISCELLANEOUS

         Section 9.1  NOTICES.  All notices  requests and demands to or upon the
parties to this  Agreement  shall be in writing and shall be deemed to have been
given or made when  delivered  by hand on a business  day, or two (2) days after
the date when deposited in the mail,  postage prepaid by registered or certified
mail,  return  receipt  requested,  or when  sent by  overnight  courier  on the
business  day next  following  the day on which the notice is  delivered to such
overnight courier addressed as follows:

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

         Lenders:          Vicis Capital Master Fund LLC
                           570 Lexington Avenue
                           New York, New York 10022
                           Telephone No.: 212-980-9400

                           Klinger Investments LLC
                           10 Glenville Street
                           Greenwich, Connecticut  06831
                           Telephone No.: 203-661-0070

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<PAGE>

                           Andrew D. Lipman
                           c/o Kidd & Company, LLC
                           10 Glenville Street
                           Greenwich, Connecticut  06831
                           Telephone No.: 203-661-0070

                           Richard Rakowski
                           c/o Kidd & Company, LLC
                           10 Glenville Street
                           Greenwich, Connecticut  06831
                           Telephone No.: 203-661-0070

                           Gerard DeBiasi
                           c/o Kidd & Company, LLC
                           10 Glenville Street
                           Greenwich, Connecticut  06831
                           Telephone No.: 203-661-0070

                           James Benedict
                           c/o Kidd & Company, LLC
                           10 Glenville Street
                           Greenwich, Connecticut  06831
                           Telephone No.: 203-661-0070

                           Dan Richardson
                           c/o Kidd & Company, LLC
                           10 Glenville Street
                           Greenwich, Connecticut  06831
                           Telephone No.: 203-661-0070

                           Amal Devani
                           c/o Kidd & Company, LLC
                           10 Glenville Street
                           Greenwich, Connecticut  06831
                           Telephone No.: 203-661-0070

                           CSFN I LLC

                           c/o North Sound Capital
                           20 Horseneck Lane
                           Greenwich, Connecticut 06830

                           John Brugmann
                           PO Box 1561
                           Pearl River, NY 10965
                           Telephone No. 845-735-8200

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<PAGE>

         By written  notice each party to this  Agreement may change the address
to which notice is given to that party.

         Section 9.2 ENTIRE AGREEMENT.  The Financing Documents shall completely
and fully  supersede all other  agreements,  both written and oral,  between the
Senior  Subordinated  Lenders  and the  Borrower  relating  to the  Obligations.
Neither the Senior  Subordinated  Lenders nor the Borrower shall  hereafter have
any rights under such prior  agreements  but shall look solely to the  Financing
Documents for definition and  determination of all of their  respective  rights,
liabilities and responsibilities relating to the Obligations.

         Section  9.3  SURVIVAL  OF  AGREEMENT;   SUCCESSORS  AND  ASSIGNS.  All
covenants,  agreements,  representations  and  warranties  made by the  Borrower
herein  and in any  certificate  in the  Financing  Documents  and in any  other
instruments or documents  delivered  pursuant hereto shall survive the making by
the Senior  Subordinated  Lenders of the Loan and the  execution and delivery of
the Note and are made irrespective of any due diligence  conducted by the Senior
Subordinated Lenders, and shall continue in full force and effect so long as any
of the Obligations are outstanding and unpaid. Whenever in this Agreement any of
the parties hereto is referred to, such reference shall be deemed to include the
successors of such party;  and all  covenants,  promises and agreements by or on
behalf of the Borrower which are contained in this Agreement  shall inure to the
benefit of the successors of the Senior Subordinated Lenders, and all covenants,
promises and agreed by or on behalf of the Senior Subordinated Lenders which are
contained  in  this  Agreement  shall  inure  to the  benefit  of the  permitted
successors of the Borrower. This Agreement may not be assigned by the Borrower.

         Section 9.4 COUNTERPARTS.  This Agreement may be executed in any number
of counterparts all of which together shall constitute a single instrument.

Section 9.5  MODIFICATIONS.  No  modification or waiver of any provision of this
         Agreement  or of any other  Financing  Documents,  nor  consent  to any
departure by
the Borrower therefrom, shall in any event be effective unless the same shell be
in writing signed by the Majority Lenders; and then such waiver or consent shall
be effective only in the specific  instance and for the purpose for which given.
No notice to or demand on the Borrower in any case shall entitle the Borrower to
any other or further notice or demand in the same similar or other circumstance.

         Section  9.6  HEADINGS.   The  headings  in  this   Agreement  are  for
convenience  only and  shall  not  limit or  otherwise  affect  any of the terms
hereof.

         Section 9.7 GOVERNING LAW. THIS AGREEMENT  SHALL BE DEEMED TO HAVE BEEN
DELIVERED AT AND SHALL BE  INTERPRETED,  AND THE RIGHTS AND  LIABILITIES  OF THE
PARTIES HERETO DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         Section 9.8 VENUE.  BORROWER IRREVOCABLY CONSENTS THAT ANY LEGAL ACTION
OR PROCEEDING AGAINST IT UNDER, ARISING OUT OF OR IN ANY MANNER RELATING TO THIS
AGREEMENT,  THE NOTE OR THE OTHER  FINANCING

                                       10
<PAGE>

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.  BORROWER,  BY THE  EXECUTION  AND  DELIVERY  OF  THIS  AGREEMENT,
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 AGREEMENT. BORROWER 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  BASIS.  BORROWER  SHALL NOT BE ENTITLED IN ANY SUCH
ACTION OR PROCEEDING TO ASSERT ANY DEFENSE GWEN 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  AGREEMENT  SHALL
AFFECT  OR  IMPAIR  IN ANY  MANNER  OR TO ANY  EXTENT  THE  RIGHT OF THE  SENIOR
SUBORDINATED  LENDERS TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST
BORROWER IN ANY JURISDICTION OR TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.

         Section 9.9 WAIVER OF JURY TRIAL.  BORROWER  HEREBY WAIVES ANY RIGHT TO
TRIAL  BY JURY  WITH  RESPECT  TO ANY  ACTION  OR  PROCEEDING  RELATING  TO THIS
AGREEMENT OR ANY  AGREEMENT,  INSTRUMENT  OR DOCUMENT  EXECUTED AND DELIVERED IN
CONNECTION HEREWITH OR THEREWITH, INCLUDING THE FINANCING DOCUMENTS.

         Section 9.10  INDEMNIFICATION.  Borrower  agrees to indemnify  and hold
harmless,  the Senior Subordinated  Lenders,  the Senior  Subordinated  Lenders'
officers,  directors,  employees  and agents (each an  "Indemnified  Party," and
collectively,  the  "Indemnified  Parties"  from and against any and all claims,
liabilities,   losses,   damages,  costs  and  expenses  (whether  or  not  such
Indemnified Party is a party to any litigation),  including without  limitation,
reasonable  attorney  fees  and  costs  and  costs  of  investigation,  document
production,  attendance  at  depositions  or other  discovery,  incurred  by any
Indemnified  Party with respect to,  arising out of or as a  consequence  of (a)
this  Agreement  or any of  the  other  Financing  Documents  including  without
limitation,   any  failure  of  Borrower  to  pay  when  due  (at  maturity,  by
acceleration  or otherwise) any principal,  interest fee or any other amount due
under this  Agreement or the other  Financing  Documents,  or any other Event of
Default,  or any  breach or alleged  bitch of any  representation,  warranty  or
covenant contained in this Agreement or any other Financing Document (b) the use
by Borrower of any proceeds advanced hereunder (c) the transactions contemplated
hereunder or (d) any claim,  demand,  action or cause of action  being  asserted
against  (i)  Borrower by any other  Person,  or (ii) any  indemnified  Party by
Borrower  in   connection   with  the   transactions   contemplated   hereunder.
Notwithstanding anything herein or elsewhere to the contrary; Borrower shall not
be  obligated  to indemnify  or hold  harmless  any  Indemnified  Party from any
liability loss or damage resulting from the gross negligence, willful misconduct
or unlawful actions of such Indemnified Party.

                                       11
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of
the day and year first above written.

                                           Borrower:

                                           TRUEYOU.COM, INC.

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

                                           Lenders:

                                           KLINGER INVESTMENTS LLC

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


                                           VICIS CAPITAL MASTER FUND LLC

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


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


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


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


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


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


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


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


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

                                       12
<PAGE>

                                    EXHIBIT A

<TABLE>
<CAPTION>
--------------------------------- ------------------------- -----------------------------
LENDER                            ALLOCATION OF LOAN        NUMBER OF SHARES OF
                                                            COMMON STOCK ISSUABLE
                                                            UPON EXERCISE OF WARRANT

--------------------------------- ------------------------- -----------------------------
<S>                                               <C>                          <C>
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
--------------------------------- ------------------------- -----------------------------
</TABLE>

<PAGE>

                                    EXHIBIT B

                                 Form of Warrant
                                 (See Attached)






<PAGE>

                                    EXHIBIT C

                      Form of Registration Rights Agreement
                                 (See Attached)










<PAGE>

                                    EXHIBIT D

                                  SUBSIDIARIES

KLINGER ADVANCED AESTHETICS, INC.
ADVANCED AESTHETICS SUB, INC.
ADVANCED AESTHETICS, LLC
KLINGER ADVANCED AESTHETICS, LLC
ANUSHKA PBG, LLC
ANUSHKA BOCA, LLC
WILD HARE, LLC
DISCHINO CORPORATION
ANUSHKA PBG ACQUISITION SUB, LLC
ANUSHKA BOCA ACQUISITION SUB, LLC
WILD HARE ACQUISITION SUB, LLC