THIS WARRANT AND THE SHARES OF COMMON STOCK  ISSUABLE  UPON EXERCISE OF
     THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
     AS AMENDED,  OR ANY STATE  SECURITIES LAWS. THIS WARRANT AND THE COMMON
     STOCK  ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,  OFFERED
     FOR SALE,  PLEDGED  OR  HYPOTHECATED  IN THE  ABSENCE  OF AN  EFFECTIVE
     REGISTRATION  STATEMENT  AS TO  THIS  WARRANT  UNDER  SAID  ACT AND ANY
     APPLICABLE  STATE  SECURITIES LAWS OR AN OPINION OF COUNSEL  REASONABLY
     SATISFACTORY  TO  TRUEYOU.COM,  INC.  THAT  SUCH  REGISTRATION  IS  NOT
     REQUIRED.

          Right to Purchase up to 10,000,000 Shares of Common Stock of
                                TrueYou.com, Inc.
                   (subject to adjustment as provided herein)

                          COMMON STOCK PURCHASE WARRANT

No. W-74                                          Issue Date:  December 22, 2006

         TrueYou.com,  Inc., a corporation organized under the laws of the State
of Delaware (the "Company"),  hereby certifies that, for value received,  LAURUS
MASTER FUND, LTD. (the  "Purchaser"),  or permitted  assigns  (together with the
Purchaser, the "Holder"), is entitled,  subject to the terms set forth below and
the provisions of the Purchase  Agreement and Warrant Side Letter (as such terms
are defined  below)),  to purchase from the Company (as defined herein) from and
after the Issue Date of this Warrant and at any time or from time to time before
5:00 p.m., New York time,  through the close of business  December 22, 2013 (the
"Expiration  Date"),  up to 10,000,000  fully paid and  nonassessable  shares of
Common  Stock (as  hereinafter  defined),  $0.001  par value per  share,  at the
applicable Exercise Price per share (as defined below). The number and character
of such shares of Common Stock and the  applicable  Exercise Price per share are
subject to  adjustment  as  provided  in this  warrant  (as  amended,  modified,
restated and/or supplemented from time to time, this "Warrant").

         As used  herein  the  following  terms,  unless the  context  otherwise
requires,  have the following respective meanings:

                  (a) The term "Company" shall include TrueYou.com, Inc. and any
         person or entity which shall  succeed,  or assume the  obligations  of,
         TrueYou.com, Inc. hereunder.

                  (b) The term "Common Stock" includes (i) the Company's  Common
         Stock,  par value $0.001 per share;  and (ii) any other securities into
         which or for which any of the  securities  described  in the  preceding
         clause  (i)  may be  converted  or  exchanged  pursuant  to a  plan  of
         recapitalization, reorganization, merger, sale of assets or otherwise.

                  (c) The term  "Other  Securities"  refers to any stock  (other
         than  Common  Stock) and other  securities  of the Company or any other
         person  (corporate or otherwise)

<PAGE>

         which the  holder  of the  Warrant  at any time  shall be  entitled  to
         receive,  or shall have  received,  on the exercise of the Warrant,  in
         lieu of or in addition to Common  Stock,  or which at any time shall be
         issuable or shall have been issued in exchange for or in replacement of
         Common Stock or Other Securities pursuant to Section 4 or otherwise.

                  (d) The "Exercise  Price"  applicable under this Warrant shall
         be $0.01 per share.

                  (e)  Capitalized  terms used herein without  definition  shall
         have the meanings  ascribed to such terms in that certain  Subordinated
         Securities  Purchase  Agreement  dated as of  December  22, 2006 by and
         between the Company and the Purchaser (as amended,  modified,  restated
         and/or supplemented from time to time, the "PURCHASE  AGREEMENT") or in
         any Related Agreement (as defined in the Purchase Agreement).

         1. EXERCISE OF WARRANT.

                  1.1 NUMBER OF SHARES  ISSUABLE UPON  EXERCISE.  From and after
the date hereof through and including the  Expiration  Date, the Holder shall be
entitled  to receive,  upon  exercise  of this  Warrant in whole or in part,  by
delivery of an original or fax copy of an exercise  notice in the form  attached
hereto  as  Exhibit A (the  "Exercise  Notice"),  shares of Common  Stock of the
Company, subject to adjustment pursuant to Section 4.

                  1.2 FAIR MARKET VALUE. For purposes  hereof,  the "Fair Market
Value" of a share of Common  Stock as of a particular  date (the  "Determination
Date") shall mean:

                  (a) If the  Company's  Common  Stock is traded on the American
         Stock  Exchange  or  another  national  exchange  or is  quoted  on the
         National or Capital Market of The Nasdaq Stock Market, Inc. ("Nasdaq"),
         then the closing or last sale  price,  respectively,  reported  for the
         last business day immediately preceding the Determination Date.

                  (b)  If the  Company's  Common  Stock  is  not  traded  on the
         American Stock Exchange or another  national  exchange or on the Nasdaq
         but is traded on the NASD Over The  Counter  Bulletin  Board,  then the
         mean of the average of the closing bid and asked  prices  reported  for
         the last business day immediately preceding the Determination Date.

                  (c) Except as provided in clause (d) below,  if the  Company's
         Common Stock is not publicly traded, then as the Holder and the Company
         agree or in the absence of agreement by arbitration in accordance  with
         the  rules  then in  effect of the  American  Arbitration  Association,
         before  a  single  arbitrator  to be  chosen  from a panel  of  persons
         qualified  by  education  and  training  to  pass on the  matter  to be
         decided.

                  (d) If the  Determination  Date is the date of a  liquidation,
         dissolution  or winding  up, or any event  deemed to be a  liquidation,
         dissolution or winding up pursuant to the Company's  charter,  then all
         amounts to be payable per share to holders of the Common

                                       2
<PAGE>

         Stock  pursuant  to the  charter  in the  event  of  such  liquidation,
         dissolution  or winding  up,  plus all other  amounts to be payable per
         share in respect of the Common Stock in liquidation  under the charter,
         assuming  for the purposes of this clause (d) that all of the shares of
         Common Stock then issuable upon exercise of the Warrant are outstanding
         at the Determination Date.

                  1.3 COMPANY  ACKNOWLEDGMENT.  The Company will, at the time of
the exercise of this Warrant,  upon the request of the holder hereof acknowledge
in writing  its  continuing  obligation  to afford to such  holder any rights to
which  such  holder  shall  continue  to be  entitled  after  such  exercise  in
accordance with the provisions of this Warrant. If the holder shall fail to make
any such request, such failure shall not affect the continuing obligation of the
Company to afford to such holder any such rights.

                  1.4 TRUSTEE FOR WARRANT  HOLDERS.  In the event that a bank or
trust  company  shall have been  appointed  as trustee  for the  holders of this
Warrant  pursuant to  Subsection  3.2, such bank or trust company shall have all
the powers and duties of a warrant agent (as  hereinafter  described)  and shall
accept,  in its own name for the account of the Company or such successor person
as may be entitled thereto, all amounts otherwise payable to the Company or such
successor,  as the case may be, on  exercise  of this  Warrant  pursuant to this
Section 1.

         2. PROCEDURE FOR EXERCISE.

                  2.1 DELIVERY OF STOCK  CERTIFICATES,  ETC.,  ON EXERCISE.  The
Company  agrees that the shares of Common Stock  purchased upon exercise of this
Warrant  shall be deemed to be issued to the Holder as the record  owner of such
shares as of the close of business on the date on which this Warrant  shall have
been  surrendered  and payment made for such shares in accordance  herewith.  As
soon as  practicable  after the exercise of this Warrant in full or in part, and
in any event  within  three (3)  business  days  thereafter,  the Company at its
expense  (including the payment by it of any applicable  issue taxes) will cause
to be issued in the name of and delivered to the Holder, or as such Holder (upon
payment  by  such  Holder  of any  applicable  transfer  taxes)  may  direct  in
compliance with applicable  securities  laws, a certificate or certificates  for
the number of duly and validly issued,  fully paid and  nonassessable  shares of
Common  Stock (or Other  Securities)  to which such Holder  shall be entitled on
such exercise,  plus, in lieu of any fractional share to which such holder would
otherwise be entitled,  cash equal to such fraction  multiplied by the then Fair
Market  Value  of one  full  share,  together  with  any  other  stock  or other
securities and property  (including cash, where applicable) to which such Holder
is entitled upon such exercise pursuant to Section 1 or otherwise.

                  2.2 EXERCISE.

                  (a)  Payment  may be made  either  (i) in cash of  immediately
         available  funds or by certified or official  bank check payable to the
         order of the Company equal to the applicable  aggregate Exercise Price,
         (ii) by  delivery of this  Warrant,  or shares of Common  Stock  and/or
         Common Stock  receivable  upon  exercise of this Warrant in  accordance
         with the  formula  set forth in  subsection  (b)  below,  or (iii) by a
         combination of any of the foregoing  methods,  for the number of Common
         Shares specified in such Exercise Notice (as such exercise number shall
         be adjusted to reflect any  adjustment in the total number of shares of
         Common Stock  issuable to the Holder per the terms of this

                                       3
<PAGE>

         Warrant)  and the Holder  shall  thereupon  be  entitled to receive the
         number   of   duly   authorized,   validly   issued,   fully-paid   and
         non-assessable shares of Common Stock (or Other Securities)  determined
         as provided herein.

                  (b) Notwithstanding any provisions herein to the contrary,  if
         the Fair Market  Value of one share of Common Stock is greater than the
         Exercise Price (at the date of calculation as set forth below), in lieu
         of  exercising  this Warrant for cash,  the Holder may elect to receive
         shares equal to the value (as determined below) of this Warrant (or the
         portion  thereof  being  exercised) by surrender of this Warrant at the
         principal  office of the Company  together  with the properly  endorsed
         Exercise  Notice in which event the Company shall issue to the Holder a
         number of shares of Common Stock computed using the following formula:

         X=             Y(A-B)
                       -------
                           A

         Where X =     the number of shares of Common Stock to be issued to the
                       Holder

         Y =           the  number of shares of Common Stock purchasable under
                       this Warrant or, if only a portion of this Warrant is
                       being exercised, the portion of this Warrant being
                       exercised (at the date of such calculation)

         A =           the Fair Market  Value of one share of the  Company's
                       Common Stock (at the date of such calculation)

         B =           the Exercise Price per share (as adjusted to the date of
                       such calculation)

         3. EFFECT OF REORGANIZATION, ETC.; ADJUSTMENT OF EXERCISE PRICE.

                  3.1 REORGANIZATION, CONSOLIDATION, MERGER, ETC. In case at any
time or from time to time,  the Company shall (a) effect a  reorganization,  (b)
consolidate  with or  merge  into  any  other  person,  or (c)  transfer  all or
substantially all of its properties or assets to any other person under any plan
or arrangement  contemplating the dissolution of the Company, then, in each such
case,  as a condition  to the  consummation  of such a  transaction,  proper and
adequate  provision  shall be made by the Company  whereby  the  Holder,  on the
exercise  hereof as provided in Section 1 at any time after the  consummation of
such  reorganization,  consolidation  or  merger or the  effective  date of such
dissolution,  as the case may be, shall receive, in lieu of the Common Stock (or
Other  Securities)  issuable on such exercise prior to such consummation or such
effective date, the stock and other securities and property  (including cash) to
which  such  Holder  would  have  been  entitled  upon such  consummation  or in
connection  with such  dissolution,  as the case may be, if such  Holder  had so
exercised  this  Warrant,  immediately  prior  thereto,  all  subject to further
adjustment thereafter as provided in Section 4.

                  3.2  DISSOLUTION.  In  the  event  of any  dissolution  of the
Company  following the transfer of all or substantially all of its properties or
assets, the Company,  concurrently with any distributions made to holders of its
Common  Stock,  shall at its  expense  deliver or cause to be  delivered  to the
Holder  the stock and other  securities  and  property  (including  cash,  where

                                       4
<PAGE>

applicable)  receivable by the Holder pursuant to Section 3.1, or, if the Holder
shall so instruct  the  Company,  to a bank or trust  company  specified  by the
Holder and  having  its  principal  office in New York,  NY as  trustee  for the
Holder.

                  3.3   CONTINUATION   OF   TERMS.   Upon  any   reorganization,
consolidation,  merger or transfer (and any dissolution  following any transfer)
referred to in this  Section 3, this  Warrant  shall  continue in full force and
effect and the terms hereof shall be applicable to the shares of stock and other
securities  and property  receivable  on the exercise of this Warrant  after the
consummation of such  reorganization,  consolidation  or merger or the effective
date of dissolution  following any such transfer,  as the case may be, and shall
be binding upon the issuer of any such stock or other securities,  including, in
the case of any such transfer,  the person acquiring all or substantially all of
the  properties or assets of the Company,  whether or not such person shall have
expressly  assumed  the terms of this  Warrant as  provided in Section 4. In the
event  this  Warrant  does not  continue  in full  force  and  effect  after the
consummation of the transactions described in this Section 3, then the Company's
securities and property  (including  cash, where  applicable)  receivable by the
Holder will be delivered to the Holder or the Trustee as contemplated by Section
3.2.

         4.  EXTRAORDINARY  EVENTS REGARDING COMMON STOCK. In the event that the
Company shall (a) issue  additional  shares of the Common Stock as a dividend or
other  distribution on outstanding Common Stock or any preferred stock issued by
the Company,  (b) subdivide its outstanding  shares of Common Stock, (c) combine
its  outstanding  shares of the Common Stock into a smaller  number of shares of
the  Common  Stock,  then,  in  each  such  event,  the  Exercise  Price  shall,
simultaneously  with the happening of such event, be adjusted by multiplying the
then Exercise Price by a fraction, the numerator of which shall be the number of
shares of  Common  Stock  outstanding  immediately  prior to such  event and the
denominator  of which shall be the number of shares of Common Stock  outstanding
immediately  after such event,  and the product so obtained shall  thereafter be
the Exercise Price then in effect. The Exercise Price, as so adjusted,  shall be
readjusted  in the same manner upon the  happening  of any  successive  event or
events  described herein in this Section 4. The number of shares of Common Stock
that the holder shall thereafter,  on the exercise hereof as provided in Section
1,  be  entitled  to  receive  shall  be  adjusted  to a  number  determined  by
multiplying  the number of shares of Common Stock that would  otherwise (but for
the  provisions of this Section 4) be issuable on such exercise by a fraction of
which (a) the numerator is the Exercise Price that would  otherwise (but for the
provisions  of this  Section 4) be in  effect,  and (b) the  denominator  is the
Exercise  Price in effect on the date of such exercise  (taking into account the
provisions of this Section 4). Notwithstanding the foregoing,  in no event shall
the Exercise Price be less than the par value of the Common Stock.

         5.  CERTIFICATE  AS TO  ADJUSTMENTS.  In each case of any adjustment or
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise of this  Warrant,  the Company at its expense will  promptly  cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or  readjustment  in  accordance  with the terms of this  Warrant  and prepare a
certificate  setting forth such adjustment or readjustment and showing in detail
the facts upon which such  adjustment  or  readjustment  is based,  including  a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common

                                       5
<PAGE>

Stock (or  Other  Securities)  issued  or sold or deemed to have been  issued or
sold, (b) the number of shares of Common Stock (or Other Securities) outstanding
or deemed to be outstanding, and (c) the Exercise Price and the number of shares
of  Common  Stock to be  received  upon  exercise  of this  Warrant,  in  effect
immediately  prior  to  such  adjustment  or  readjustment  and as  adjusted  or
readjusted as provided in this Warrant.  The Company will  forthwith mail a copy
of each such  certificate  to the holder and any  warrant  agent of the  Company
(appointed pursuant to Section 11 hereof).

         6. RESERVATION OF STOCK,  ETC.,  ISSUABLE ON EXERCISE OF WARRANT.  From
and after the date that the  Certificate  of  Incorporation  for the  Company is
amended to increase the authorized Common Stock of the Company, the Company will
at all times reserve and keep available, solely for issuance and delivery on the
exercise of this Warrant, shares of Common Stock (or Other Securities) from time
to time issuable on the exercise of this Warrant.

         7.  ASSIGNMENT;   EXCHANGE  OF  WARRANT.  Subject  to  compliance  with
applicable  securities laws, this Warrant,  and the rights evidenced hereby, may
be transferred by any registered  holder hereof (a  "Transferor") in whole or in
part.  On the  surrender  for exchange of this  Warrant,  with the  Transferor's
endorsement  in  the  form  of  Exhibit  B  attached  hereto  (the   "Transferor
Endorsement  Form") and together with evidence  reasonably  satisfactory  to the
Company  demonstrating  compliance with applicable  securities laws, which shall
include,  without limitation,  a legal opinion from the Transferor's counsel (at
the  Company's  expense)  that such  transfer  is exempt  from the  registration
requirements of applicable securities laws, the Company at its expense (but with
payment by the  Transferor  of any  applicable  transfer  taxes)  will issue and
deliver  to or on the  order of the  Transferor  thereof a new  Warrant  of like
tenor, in the name of the Transferor and/or the transferee(s)  specified in such
Transferor  Endorsement Form (each a "Transferee"),  calling in the aggregate on
the face or faces thereof for the number of shares of Common Stock called for on
the  face  or  faces  of  the  Warrant  so  surrendered  by the  Transferor.

         8.   REPLACEMENT  OF  WARRANT.   On  receipt  of  evidence   reasonably
satisfactory  to the Company of the loss,  theft,  destruction  or mutilation of
this Warrant  and, in the case of any such loss,  theft or  destruction  of this
Warrant,   on  delivery  of  an  indemnity   agreement  or  security  reasonably
satisfactory  in form and  amount  to the  Company  or,  in the case of any such
mutilation,  on surrender and  cancellation of this Warrant,  the Company at its
expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.

         9.   REGISTRATION   RIGHTS.   The  Holder  has  been  granted   certain
registration rights by the Company. These registration rights are set forth in a
Registration Rights Agreement entered into by the Company and Holder dated as of
the date hereof, as the same may be amended,  modified and/or  supplemented from
time to time.

         10. MAXIMUM EXERCISE.  Notwithstanding anything herein to the contrary,
in no event shall the Holder be entitled to exercise any portion of this Warrant
in excess of that portion of this Warrant upon  exercise of which the sum of (1)
the number of shares of Common  Stock  beneficially  owned by the Holder and its
Affiliates  (other than shares of Common Stock which may be deemed  beneficially
owned  through the  ownership of the  unexercised  portion of the

                                       6
<PAGE>

Warrant or the  unexercised or unconverted  portion of any other security of the
Holder  subject to a  limitation  on  conversion  analogous  to the  limitations
contained herein) and (2) the number of shares of Common Stock issuable upon the
exercise of the portion of this Warrant with respect to which the  determination
of this  proviso is being made,  would  result in  beneficial  ownership  by the
Holder  and  its  Affiliates  of any  amount  greater  than  9.99%  of the  then
outstanding  shares  of  Common  Stock  (whether  or  not,  at the  time of such
exercise, the Holder and its Affiliates  beneficially own more than 9.99% of the
then outstanding  shares of Common Stock). As used herein,  the term "Affiliate"
means any person or entity  that,  directly  or  indirectly  through one or more
intermediaries,  controls or is controlled by or is under common  control with a
person or entity,  as such terms are used in and construed  under Rule 144 under
the  Securities  Act.  For  purposes  of the  proviso  to the  second  preceding
sentence,  beneficial  ownership  shall be determined in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended,  and Regulations 13D-G
thereunder,  except as  otherwise  provided in clause (1) of such  proviso.  The
limitations  set forth herein (x) may be waived by the Holder upon  provision of
no less than  sixty-one  (61) days  prior  notice to the  Company  and (y) shall
automatically  become null and void  following  notice to the  Company  upon the
occurrence and during the  continuance of an Event of Default (as defined in the
Purchase Agreement).

         11.  WARRANT  AGENT.  The Company  may,  by written  notice to the each
Holder of the Warrant,  appoint an agent for the purpose of issuing Common Stock
(or Other  Securities)  on the exercise of this  Warrant  pursuant to Section 1,
exchanging  this  Warrant  pursuant  to Section 7, and  replacing  this  Warrant
pursuant  to  Section  8,  or any of the  foregoing,  and  thereafter  any  such
issuance,  exchange or  replacement,  as the case may be,  shall be made at such
office by such agent.

         12. TRANSFER ON THE COMPANY'S BOOKS.  Until this Warrant is transferred
on the books of the Company,  the Company may treat the registered holder hereof
as the absolute owner hereof for all purposes, notwithstanding any notice to the
contrary.

         13. NOTICES, ETC. All notices and other communications from the Company
to the Holder  shall be mailed by first  class  registered  or  certified  mail,
postage  prepaid,  at such address as may have been  furnished to the Company in
writing by such  Holder or,  until any such Holder  furnishes  to the Company an
address, then to, and at the address of, the last Holder who has so furnished an
address to the Company.

         14.  MISCELLANEOUS.  This  Warrant  and any term hereof may be changed,
waived,  discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought.  THIS WARRANT SHALL BE GOVERNED BY AND  CONSTRUED IN ACCORDANCE  WITH
THE LAWS OF THE STATE OF NEW YORK WITHOUT  REGARD TO  PRINCIPLES OF CONFLICTS OF
LAWS.  ANY ACTION  BROUGHT  CONCERNING  THE  TRANSACTIONS  CONTEMPLATED  BY THIS
WARRANT  SHALL BE  BROUGHT  ONLY IN STATE  COURTS OF NEW YORK OR IN THE  FEDERAL
COURTS LOCATED IN THE STATE OF NEW YORK; PROVIDED,  HOWEVER, THAT THE HOLDER MAY
CHOOSE TO WAIVE  THIS  PROVISION  AND BRING AN ACTION  OUTSIDE  THE STATE OF NEW
YORK. The  individuals  executing this Warrant on behalf of the Company agree to
submit  to the  jurisdiction

                                       7
<PAGE>

of such courts and waive trial by jury. The  prevailing  party shall be entitled
to recover from the other party its reasonable attorneys' fees and costs. In the
event that any provision of this Warrant is invalid or  unenforceable  under any
applicable  statute  or  rule  of law,  then  such  provision  shall  be  deemed
inoperative  to the extent that it may  conflict  therewith  and shall be deemed
modified to conform with such statute or rule of law. Any such  provision  which
may prove invalid or  unenforceable  under any law shall not affect the validity
or enforceability  of any other provision of this Warrant.  The headings in this
Warrant are for  purposes of  reference  only,  and shall not limit or otherwise
affect  any of the terms  hereof.  The  invalidity  or  unenforceability  of any
provision  hereof shall in no way affect the validity or  enforceability  of any
other provision hereof. The Company acknowledges that legal counsel participated
in the preparation of this Warrant and,  therefore,  stipulates that the rule of
construction  that  ambiguities  are to be resolved  against the drafting  party
shall not be applied in the  interpretation  of this  Warrant to favor any party
against the other party.


                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK;
                             SIGNATURE PAGE FOLLOWS]




                                       8
<PAGE>

         IN WITNESS  WHEREOF,  the Company has  executed  this Warrant as of the
date first written above.

                                           TRUEYOU.COM, INC.

WITNESS:

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




                                       9
<PAGE>

                                    EXHIBIT A

                              FORM OF SUBSCRIPTION
                   (To Be Signed Only On Exercise Of Warrant)

TO:      TrueYou.com, Inc.

         -----------------------

         -----------------------

         Attention:   Chief Financial Officer

         The  undersigned,  pursuant to the provisions set forth in the attached
Warrant (No.____), hereby irrevocably elects to purchase (check applicable box):

________    ________ shares of the common stock covered by such warrant; or

________    the maximum number of shares of common stock covered by such warrant
            pursuant to the cashless exercise procedure set forth in Section 2.

         The  undersigned  herewith makes payment of the full Exercise Price for
such  shares  at the  price per share  provided  for in such  Warrant,  which is
$___________. Such payment takes the form of (check applicable box or boxes):

________    $__________ in lawful money of the United States; and/or

________    the  cancellation  of such  portion  of the  attached  Warrant as is
            exercisable  for a total of _______  shares of Common Stock (using a
            Fair  Market  Value of  $_______  per  share  for  purposes  of this
            calculation); and/or

________    the  cancellation  of such  number of  shares of Common  Stock as is
            necessary,  in accordance with the formula set forth in Section 2.2,
            to exercise  this  Warrant  with  respect to the  maximum  number of
            shares of Common Stock purchasable pursuant to the cashless exercise
            procedure set forth in Section 2.

         The  undersigned  requests  that the  certificates  for such  shares be
issued in the name of, and  delivered  to  _____________________________________
whose address is ____________________________________________________________.

         The  undersigned  represents  and warrants that all offers and sales by
the  undersigned of the securities  issuable upon exercise of the within Warrant
shall be made pursuant to  registration of the Common Stock under the Securities
Act of 1933, as amended (the "Securities  Act") or pursuant to an exemption from
registration under the Securities Act.

Dated:
      --------------------------        ----------------------------------------
                                        (Signature  must conform to name of
                                        holder as specified on the face of the
                                        Warrant)
                                        Address:
                                                --------------------------------

                                                --------------------------------

                                       10
<PAGE>

                                    EXHIBIT B

                         FORM OF TRANSFEROR ENDORSEMENT
                   (To Be Signed Only On Transfer Of Warrant)

         For  value  received,   the  undersigned  hereby  sells,  assigns,  and
transfers  unto the person(s)  named below under the heading  "Transferees"  the
right represented by the within Warrant to purchase the percentage and number of
shares of Common  Stock of  TrueYou.com,  Inc.  into  which the  within  Warrant
relates  specified  under the  headings  "Percentage  Transferred"  and  "Number
Transferred," respectively,  opposite the name(s) of such person(s) and appoints
each such  person  Attorney  to transfer  its  respective  right on the books of
TrueYou.com, Inc. with full power of substitution in the premises.

                                          Percentage               Number
Transferees          Address              Transferred            Transferred
-----------          -------              -----------            -----------





Dated:
      --------------------------        ----------------------------------------
                                        (Signature  must conform to name of
                                        holder as specified on the face of the
                                        Warrant)
                                        Address:
                                                --------------------------------

                                                --------------------------------

                                        SIGNED IN THE PRESENCE OF:

                                        ----------------------------------------
                                                        (Name)

ACCEPTED AND AGREED:
[TRANSFEREE]


----------------------------------
              (Name)


                                       11
<PAGE>

                                IRREVOCABLE PROXY

                  For  good  and  valuable  consideration,  receipt  of which is
hereby  acknowledged,  Laurus  Master Fund,  Ltd.  ("Laurus"),  hereby  appoints
___________________  (the  "Proxy  Holder"  or the  "Company"),  with a  mailing
address  at  ___________________________,  with full power of  substitution,  as
proxy,  to vote all shares of Common Stock of the Company,  now or in the future
owned by Laurus to the extent such shares are issued to Laurus upon its exercise
of (a) the Common Stock Purchase Warrant (the "Warrant"),  issued by the Company
to Laurus as of the date hereof and (b) all other warrants and/or options issued
by the Company in favor of Laurus  with an exercise  price equal to or less than
the greater of $0.01 and the par value of the Company's common stock (the "Other
Options and Warrants") (collectively, the "Shares").

                  This proxy is irrevocable  and coupled with an interest.  Upon
the sale or other transfer of the Shares, in whole or in part, or the assignment
of the  Warrant or any of the Other  Options  and  Warrants,  this  proxy  shall
automatically  terminate (x) with respect to such sold or transferred  Shares at
the time of such sale and/or  transfer,  and (y) in the case of an assignment of
the Warrant and/or Other Options and Warrants, at the time of such assignment in
respect of the Shares  issuable upon exercise of such  assigned  Warrant  and/or
Other Options and Warrants, in each case, without any further action required by
any person.

                  Laurus  shall use its best  efforts to forward to Proxy Holder
within two (2) business days following  Laurus' receipt thereof,  at the address
for Proxy Holder set forth  above,  copies of all  materials  received by Laurus
relating,  in each case, to the  solicitation of the vote of shareholders of the
Company.

                  This proxy shall  remain in effect with  respect to the Shares
of the Company  during the period  commencing on the date hereof and  continuing
until  the  payment  in full of all  obligations  and  liabilities  owing by the
Company to Laurus (as the same may be  amended,  restated,  extended or modified
from time to time).

                  IN  WITNESS   WHEREOF,   the  undersigned  has  executed  this
irrevocable proxy as of the __ day of _________ 200_.


                                           LAURUS MASTER FUND, LTD.


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


                                       12