AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

                  This Amended and Restated  Registration  Rights  Agreement (as
amended,  modified,  restated  and/or  supplemented  from  time  to  time,  this
"Agreement")  is made and entered into as of December  22, 2006,  by and between
TrueYou.com Inc., a Delaware (the "Company"),  and Laurus Master Fund, Ltd. (the
"Purchaser").

                  This Agreement is made (i) pursuant to the Securities Purchase
Agreement, dated as of June 30, 2006, by and among the Purchaser and the Company
(as amended, modified, restated or supplemented from time to time, the "Purchase
Agreement"),  and pursuant to the Warrants referred to (and as defined) therein,
(ii) pursuant to the Securities  Purchase Agreement dated as of the date hereof,
by and among the  Purchaser and the Company (as amended,  modified,  restated or
supplemented from time to time, the "Second Purchase Agreement") and pursuant to
the Warrants  referred to (and as defined)  therein;  and (iii) pursuant to that
certain Letter  Agreement  dated December 22, 2006 (the "Letter  Agreement") and
pursuant to the Warrants referred to (and as defined) therein.

                  The Company and the Purchaser hereby agree as follows:

         1.       DEFINITIONS.  Capitalized terms used and not otherwise defined
         herein  that are  defined  in the  Purchase  Agreement  shall  have the
         meanings  given such terms in the Purchase  Agreement.  As used in this
         Agreement, the following terms shall have the following meanings:

                  "COMMISSION" means the Securities and Exchange Commission.

                  "COMMON STOCK" means shares of the Company's common stock, par
value $0.001 per share.

                  "EFFECTIVENESS   DATE"   means,   (i)  with   respect  to  the
Registration  Statement required to be filed in connection with the Common Stock
underlying  Warrants issued on the date hereof, a date no later than two hundred
seventy (270) days following such date, subject to the provisions of the Warrant
Side Letter,  and (ii) with respect to each  additional  Registration  Statement
required to be filed  hereunder  (if any), a date no later than thirty (30) days
following  the  applicable  Filing  Date  (provided  that if  such  registration
statement is reviewed by Commission, such period shall be extended to 270 days).

                  "EFFECTIVENESS  PERIOD"  has the  meaning set forth in Section
2(a).

                  "EXCHANGE ACT" means the  Securities  Exchange Act of 1934, as
amended, and any successor statute.

                  "FILING  DATE"  means,  with  respect to (1) the  Registration
Statement  required to be filed in  connection  with the shares of Common  Stock
issuable to the Holder upon due and timely exercise of a Warrant, the date which
is one hundred twenty (120) days after the issuance of such Warrant, and (2) the
Registration  Statement  required to be filed in  connection  with the

<PAGE>

shares of Common Stock  issuable to the Holder as a result of adjustments to the
Exercise  Price made pursuant to Section 4 of the Warrant or  otherwise,  thirty
(30) days after the  occurrence  of such event or the date of the  adjustment of
the Exercise Price.

                  "HOLDER"  or  "HOLDERS"  means  the  Purchaser  or  any of its
affiliates or transferees to the extent any of them hold Registrable Securities,
other then those purchasing Registrable Securities in a market transaction.

                  "INDEMNIFIED PARTY" has the meaning set forth in Section 5(c).

                  "INDEMNIFYING  PARTY"  has the  meaning  set forth in  Section
5(c).

                  "LETTER  AGREEMENT"  has the meaning set forth in the preamble
hereto.

                  "PROCEEDING" means an action,  claim,  suit,  investigation or
proceeding   (including,   without  limitation,   an  investigation  or  partial
proceeding, such as a deposition), whether commenced or threatened.

                  "PROSPECTUS"  means the prospectus  included in a Registration
Statement  (including,  without  limitation,  a  prospectus  that  includes  any
information  previously  omitted from a prospectus filed as part of an effective
registration  statement  in  reliance  upon  Rule  430A  promulgated  under  the
Securities Act), as amended or supplemented by any prospectus  supplement,  with
respect  to  the  terms  of  the  offering  of any  portion  of the  Registrable
Securities covered by such Registration Statement,  and all other amendments and
supplements to the  Prospectus,  including  post-effective  amendments,  and all
material  incorporated by reference or deemed to be incorporated by reference in
such Prospectus.

                  "PURCHASE AGREEMENT" has the meaning set forth in the preamble
hereto.

                  "REGISTRABLE  SECURITIES"  means the  shares  of Common  Stock
issuable upon the exercise of the  Warrants;  PROVIDED THAT upon the sale of any
such shares in the market such shares shall no longer be Registrable Securities.

                  "REGISTRATION  STATEMENT"  means each  registration  statement
required to be filed hereunder, including the Prospectus therein, amendments and
supplements to such  registration  statement or  Prospectus,  including pre- and
post-effective  amendments,  all exhibits thereto, and all material incorporated
by reference  or deemed to be  incorporated  by  reference in such  registration
statement.

                  "RULE  144"  means  Rule  144  promulgated  by the  Commission
pursuant to the  Securities  Act, as such Rule may be amended from time to time,
or any similar rule or regulation  hereafter  adopted by the  Commission  having
substantially the same effect as such Rule.

                  "RULE  415"  means  Rule  415  promulgated  by the  Commission
pursuant to the  Securities  Act, as such Rule may be amended from time to time,
or any similar rule or regulation  hereafter  adopted by the  Commission  having
substantially the same effect as such Rule.

                  "SECOND  PURCHASE  AGREEMENT" has the meaning set forth in the
preamble hereto.

                                       2
<PAGE>

                  "SECURITIES ACT" means the Securities Act of 1933, as amended,
and any successor statute.

                  "TRADING  MARKET"  means  any of the  NASD  Over  The  Counter
Bulletin Board,  NASDAQ Capital Market, the NASDAQ National Market, the American
Stock Exchange or the New York Stock Exchange

                  "WARRANTS" means (i) Warrant A, Warrant B and Warrant C issued
in  connection  with the  Purchase  Agreement,  as such terms are defined in the
Purchase  Agreement,  whether  on the  date  thereof  or  thereafter;  (ii)  the
"Warrants"  as such term is defined  in the  Purchase  Agreement;  and (iii) the
"Warrants" as such term is defined in the Letter Agreement.

         2.       REGISTRATION.

                  (a) On or prior to each Filing Date, the Company shall prepare
and file with the Commission a Registration  Statement  covering the Registrable
Securities for a selling  stockholder resale offering to be made on a continuous
basis  pursuant to Rule 415. Each  Registration  Statement  shall be on Form S-3
(except  if the  Company  is not  then  eligible  to  register  for  resale  the
Registrable  Securities on Form S-3, in which case such registration shall be on
another  appropriate form in accordance  herewith,  subject to the provisions of
Section 2(b))..  The Company shall cause each  Registration  Statement to become
effective  and remain  effective as provided  herein.  The Company shall use its
best efforts to cause each Registration Statement to be declared effective under
the Securities Act as promptly as possible after the filing thereof,  but in any
event no later than the Effectiveness Date. The Company shall use its reasonable
commercial efforts to keep each Registration  Statement  continuously  effective
under the  Securities  Act until the date which is the earlier  date of when (i)
all Registrable Securities covered by such Registration Statement have been sold
or (ii) all Registrable Securities covered by such Registration Statement may be
sold  immediately  without  registration  under the  Securities  Act and without
volume restrictions pursuant to Rule 144(k), as determined by the counsel to the
Company  pursuant to a written  opinion  letter to such  effect,  addressed  and
acceptable to the Company's  transfer agent and the affected  Holders (each,  an
"Effectiveness Period").

                  (b) In the  event  that  Form  S-3 is not  available  for  the
registration of the resale of the Registrable Securities hereunder,  the Company
shall  (i)  register  the  resale  of  the  Registrable  Securities  on  another
appropriate  form  reasonably  acceptable  to the  Purchaser  and  undertake  to
register  the  Registrable  Securities  on Form  S-3 as  soon  as  such  form is
available,  provided that the Company shall  maintain the  effectiveness  of the
Registration  Statement  then  in  effect  until  such  time  as a  Registration
Statement on Form S-3  covering the  Registrable  Securities  has been  declared
effective by the Commission.

                  (c)  Within  three  business  days of the  date on  which  the
Commission  declares  effective any  Registration  Statement,  the Company shall
cause its  counsel  to issue a blanket  opinion in the form  attached  hereto as
Exhibit A, to the transfer agent stating that the Registrable Securities subject
to  such  Registration  Statement  are  subject  to  an  effective  registration
statement and can be reissued free of  restrictive  legend upon notice of a sale
by the Purchaser and confirmation by the Purchaser that it has complied with the
prospectus delivery requirements,

                                       3
<PAGE>

provided  that the  Company  has not advised  the  transfer  agent  orally or in
writing  that the opinion  has been  withdrawn.  Copies of the  blanket  opinion
required by this Section 2(c) shall be  delivered  to the  Purchaser  within the
time frame set forth above.

         3.       REGISTRATION  PROCEDURES.  If  and  whenever  the  Company  is
required by the provisions  hereof to effect the registration of any Registrable
Securities  under the  Securities  Act, the Company  will, as  expeditiously  as
possible:

                  (a)  prepare  and file  with  the  Commission  a  Registration
Statement with respect to such  Registrable  Securities,  respond as promptly as
possible to any comments received from the Commission,  and use its best efforts
to cause such  Registration  Statement  to become and remain  effective  for the
Effectiveness Period with respect thereto, and promptly provide to the Purchaser
copies of all filings and Commission letters of comment relating thereto;

                  (b) prepare and file with the Commission  such  amendments and
supplements to such Registration Statement and the Prospectus used in connection
therewith as may be necessary to comply with the  provisions  of the  Securities
Act with respect to the  disposition of all  Registrable  Securities  covered by
such Registration  Statement and to keep such Registration  Statement  effective
until the expiration of the Effectiveness Period applicable to such Registration
Statement;

                  (c)  furnish  to the  Purchaser  such  number of copies of the
Registration  Statement and the  Prospectus  included  therein  (including  each
preliminary  Prospectus)  as the Purchaser  reasonably may request to facilitate
the public sale or disposition  of the  Registrable  Securities  covered by such
Registration Statement;

                  (d)  use  its  best   efforts  to   register  or  qualify  the
Purchaser's  Registrable Securities covered by such Registration Statement under
the securities or "blue sky" laws of such jurisdictions within the United States
as the Purchaser may reasonably  request,  provided,  however,  that the Company
shall not for any such  purpose be  required  to qualify  generally  to transact
business  as a  foreign  corporation  in  any  jurisdiction  where  it is not so
qualified or to consent to general service of process in any such jurisdiction;

                  (e)  list  the   Registrable   Securities   covered   by  such
Registration Statement with any securities exchange on which the Common Stock of
the Company is then listed;

                  (f)  immediately  notify  the  Purchaser  at any  time  when a
Prospectus  relating  thereto is required to be delivered  under the  Securities
Act,  of the  happening  of any event of which the Company  has  knowledge  as a
result of which the Prospectus contained in such Registration Statement, as then
in effect,  includes an untrue  statement of a material fact or omits to state a
material fact required to be stated  therein or necessary to make the statements
therein not misleading in light of the circumstances then existing; and

                  (g) make  available  for  inspection  by the Purchaser and any
attorney,  accountant  or other agent  retained by the  Purchaser,  all publicly
available,  non-confidential  financial and other records,  pertinent  corporate
documents  and  properties  of the Company,  and cause the  Company's  officers,
directors  and  employees  to supply all  publicly  available,  non-

                                       4
<PAGE>

confidential  information  reasonably  requested by the attorney,  accountant or
agent of the Purchaser.

         4.       REGISTRATION  EXPENSES. All expenses relating to the Company's
compliance  with Sections 2 and 3 hereof,  including,  without  limitation,  all
registration  and filing fees,  printing  expenses,  fees and  disbursements  of
counsel and independent  public  accountants for the Company,  fees and expenses
(including  reasonable  counsel fees) incurred in connection with complying with
state securities or "blue sky" laws, fees of the NASD,  transfer taxes,  fees of
transfer  agents and  registrars,  fees of, and  disbursements  incurred by, one
counsel  for  the  Holders  are  called  "Registration  Expenses".  All  selling
commissions applicable to the sale of Registrable Securities, including any fees
and disbursements of any special counsel to the Holders beyond those included in
Registration  Expenses, are called "Selling Expenses." The Company shall only be
responsible for all Registration Expenses.

         5.       INDEMNIFICATION.

                  (a)  In  the  event  of  a  registration  of  any  Registrable
Securities under the Securities Act pursuant to this Agreement, the Company will
indemnify and hold harmless  each Holder,  and its officers,  directors and each
other  person,  if any,  who  controls  such  Holder  within the  meaning of the
Securities  Act,  against  any  losses,  claims,  damages,  expenses  (including
reasonable legal fees) or liabilities, joint or several, to which such Holder or
such  persons  may  become   subject  under  the  Securities  Act  or  otherwise
(collectively,  "Holder  Losses"),  insofar as such Holder Losses (or actions in
respect  thereof) arise out of or are based upon any untrue statement or alleged
untrue  statement of any material fact contained in any  Registration  Statement
under which such Registrable Securities were registered under the Securities Act
pursuant to this  Agreement,  any  preliminary  Prospectus  or final  Prospectus
contained therein,  or any amendment or supplement  thereof,  or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required to be stated  therein or necessary to make the  statements  therein not
misleading,  and will  reimburse  such  Holder,  and each  such  person  for any
reasonable  legal  or  other  expenses  incurred  by  them  in  connection  with
investigating or defending any such loss,  claim,  damage,  liability or action;
PROVIDED,  HOWEVER,  that the Company will not be liable in any such case if and
to the  extent  that any  Holder  Losses  (a)  arises out of or is based upon an
untrue  statement or alleged untrue statement or omission or alleged omission so
made in conformity with  information  furnished by or on behalf of the Purchaser
or any such person in writing,  or (b) are  occasioned by the gross  negligence,
willful  misconduct  or bad  faith of any such  indemnified  person  as  finally
determined pursuant to applicable law.

                  (b)  In  the  event  of  a  registration  of  the  Registrable
Securities  under the Securities Act pursuant to this  Agreement,  the Purchaser
will  indemnify and hold harmless the Company,  and its officers,  directors and
each other  person,  if any, who controls the Company  within the meaning of the
Securities  Act,  against  all  losses,  claims,  damages,  expenses  (including
reasonable legal fees) or liabilities, joint or several, to which the Company or
such  persons  may  become   subject  under  the  Securities  Act  or  otherwise
(collectively,  "Company Losses"), insofar as such Company Losses (or actions in
respect  thereof) arise out of or are based upon any untrue statement or alleged
untrue  statement  of any  material  fact which was  furnished in writing by the
Purchaser to the Company expressly for use in (and such information is contained
in) the  Registration  Statement  under which such  Registrable  Securities were
registered under the

                                       5
<PAGE>

Securities Act pursuant to this Agreement,  any preliminary  Prospectus or final
Prospectus  contained therein,  or any amendment or supplement thereof, or arise
out of or are based upon the  omission or alleged  omission  to state  therein a
material fact required to be stated  therein or necessary to make the statements
therein not misleading,  and will reimburse the Company and each such person for
any  reasonable  legal or other  expenses  incurred by them in  connection  with
investigating or defending any such loss,  claim,  damage,  liability or action,
PROVIDED,  HOWEVER,  that the  Purchaser  will be liable in any such case if and
only to the extent  that any such  Company  Losses (a) arises out of or is based
upon an untrue  statement  or alleged  untrue  statement  or omission or alleged
omission so made in  conformity  with  information  furnished  in writing to the
Company  by or on  behalf  of the  Purchaser  specifically  for use in any  such
document or (b) are occasioned by the gross  negligence,  willful  misconduct or
bad faith of any such  indemnified  person as  finally  determined  pursuant  to
applicable law.  Notwithstanding the provisions of this paragraph, the Purchaser
shall not be required to indemnify  any person or entity in excess of the amount
of  the  aggregate  net  proceeds  received  by  the  Purchaser  in  respect  of
Registrable  Securities  in  connection  with any such  registration  under  the
Securities Act.

                  (c)  Promptly  after  receipt  by a party  entitled  to  claim
indemnification hereunder (an "Indemnified Party") of notice of the commencement
of any action,  such Indemnified Party shall, if a claim for  indemnification in
respect thereof is to be made against a party hereto obligated to indemnify such
Indemnified Party (an "Indemnifying  Party"),  notify the Indemnifying  Party in
writing thereof,  but the omission so to notify the Indemnifying Party shall not
relieve it from any liability which it may have to such Indemnified  Party other
than under this Section 5(c) and shall only relieve it from any liability  which
it may have to such  Indemnified  Party  under this  Section  5(c) if and to the
extent the Indemnifying  Party is prejudiced by such omission.  In case any such
action shall be brought  against any  Indemnified  Party and it shall notify the
Indemnifying Party of the commencement  thereof, the Indemnifying Party shall be
entitled  to  participate  in and,  to the extent it shall  wish,  to assume and
undertake  the defense  thereof with counsel  satisfactory  to such  Indemnified
Party,  and, after notice from the Indemnifying  Party to such Indemnified Party
of its election so to assume and undertake the defense thereof, the Indemnifying
Party shall not be liable to such Indemnified  Party under this Section 5(c) for
any legal expenses subsequently incurred by such Indemnified Party in connection
with the defense thereof; if the Indemnified Party retains its own counsel, then
the  Indemnified  Party shall pay all fees,  costs and expenses of such counsel,
PROVIDED,  HOWEVER,  that, if the defendants in any such action include both the
Indemnified  Party and the  Indemnifying  Party and the Indemnified  Party shall
have reasonably  concluded that there may be reasonable defenses available to it
which are different  from or additional to those  available to the  Indemnifying
Party or if the interests of the Indemnified  Party  reasonably may be deemed to
conflict with the interests of the  Indemnifying  Party,  the Indemnified  Party
shall have the right to select one  separate  counsel  and to assume  such legal
defenses and otherwise to  participate  in the defense of such action,  with the
reasonable expenses and fees of such separate counsel and other expenses related
to such participation to be reimbursed by the Indemnifying Party as incurred.

                  (d) In order to provide for just and equitable contribution in
the  event of joint  liability  under  the  Securities  Act in any case in which
either (i) the Purchaser, or any officer,  director or controlling person of the
Purchaser,  makes a claim for indemnification  pursuant to this Section 5 but it
is judicially  determined (by the entry of a final judgment or decree by a court
of competent  jurisdiction and the expiration of time to appeal or the denial of
the last right of

                                       6
<PAGE>

appeal)   that  such   indemnification   may  not  be   enforced  in  such  case
notwithstanding  the fact that this  Section 5 provides for  indemnification  in
such case, or (ii) contribution  under the Securities Act may be required on the
part of the Purchaser or such  officer,  director or  controlling  person of the
Purchaser in  circumstances  for which  indemnification  is provided  under this
Section 5; then,  and in each such case,  the  Company  and the  Purchaser  will
contribute to the aggregate losses, claims, damages or liabilities to which they
may be subject (after  contribution  from others) in such proportion so that the
Purchaser is responsible only for the portion represented by the percentage that
the  public  offering  price  of its  securities  offered  by  the  Registration
Statement bears to the public  offering price of all securities  offered by such
Registration  Statement,  PROVIDED,  HOWEVER,  that,  in any such case,  (A) the
Purchaser  will not be required to contribute any amount in excess of the public
offering  price  of  all  such  securities   offered  by  it  pursuant  to  such
Registration  Statement;  and (B) no  person  or  entity  guilty  of  fraudulent
misrepresentation  (within  the  meaning  of  Section  10(f) of the Act) will be
entitled  to  contribution  from any person or entity who was not guilty of such
fraudulent  misrepresentation.

         6.       REPRESENTATIONS AND WARRANTIES.  The Company hereby represents
and  warrants  to the  Purchaser  as  follows as of the date  hereof  (unless an
earlier date is indicated):

                  (a) The Common Stock is  registered  pursuant to Section 12(b)
or 12(g) of the Exchange Act and,  except with respect to certain  matters which
the Company has  disclosed  to the  Purchaser  on SCHEDULE  4.21 to the Purchase
Agreement or SCHEDULE  4.21 to the Second  Purchase  Agreement,  the Company has
timely filed all proxy statements,  reports,  schedules,  forms,  statements and
other  documents  required to be filed by it under the Exchange Act. The Company
has filed (i) its Annual  Report on Form 10-K for the fiscal year ended June 30,
2005 and (ii) its Quarterly  Report on Form 10-Q for the fiscal  quarters  ended
December 30, 2005,  (collectively,  the "SEC Reports").  Each SEC Report was, at
the time of its filing,  in substantial  compliance with the requirements of its
respective form and none of the SEC Reports,  nor the financial  statements (and
the notes thereto)  included in the SEC Reports,  as of their respective  filing
dates,  contained any untrue  statement of a material fact or omitted to state a
material fact required to be stated  therein or necessary to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading.  The financial statements of the Company included in the SEC Reports
comply  as  to  form  in  all  material  respects  with  applicable   accounting
requirements  and the published rules and regulations of the Commission or other
applicable rules and regulations with respect thereto. Such financial statements
have been prepared in accordance with generally accepted  accounting  principles
("GAAP")  applied on a consistent  basis during the periods involved (except (i)
as may be otherwise indicated in such financial  statements or the notes thereto
or (ii) in the case of unaudited interim statements,  to the extent they may not
include  footnotes  or may be  condensed)  and fairly  present  in all  material
respects the financial  condition,  the results of operations and the cash flows
of the Company and its  subsidiaries,  on a consolidated  basis, as of, and for,
the periods  presented  in each such SEC Report.  The Common  Stock is currently
quoted for trading on the Pink Sheets, but shall, pursuant to Section 6.2 of the
Purchase Agreement and Section 6.2 of the Second Purchase  Agreement,  be quoted
for trading on a Trading  Market  within  twelve (12) months of the date hereof.
After such date, the Company shall do all things  necessary for the continuation
of such listing.

                                       7
<PAGE>

                  (b) Neither the Company,  nor any of its  affiliates,  nor any
person acting on its or their behalf, has directly or indirectly made any offers
or sales of any security or solicited any offers to buy any security (other than
as set forth on SCHEDULE 6(B) hereto) under  circumstances  that would cause the
offering  of the  Securities  pursuant  to the  Purchase  Agreement,  the Second
Purchase Agreement or the Letter Agreement to be integrated with prior offerings
by the  Company  for  purposes of the  Securities  Act which  would  prevent the
Company from selling the Common Stock  pursuant to Rule 506 under the Securities
Act, or any applicable  exchange-related  stockholder approval  provisions,  nor
will the Company or any of its  affiliates  or  subsidiaries  take any action or
steps that would cause the  offering of the Common Stock to be  integrated  with
other offerings (other than such concurrent offering to the Purchaser).

                  (c) The  Warrants  and the  shares  of Common  Stock  that the
Purchaser  may acquire  pursuant to the Warrants are all  restricted  securities
under the Securities Act as of the date of this Agreement.  The Company will not
issue any stop transfer  order or other order  impeding the sale and delivery of
any of the Registrable Securities after such time as such Registrable Securities
are registered for public sale or an exemption from  registration  is available,
except as required by federal or state securities laws.

                  (d) The  Company  understands  the  nature of the  Registrable
Securities  issuable upon the exercise of each Warrant and  recognizes  that the
issuance of such  Registrable  Securities may have a potential  dilutive effect.
The  Company  specifically   acknowledges  that  its  obligation  to  issue  the
Registrable Securities is binding upon the Company and enforceable regardless of
the  dilution  such  issuance  may  have on the  ownership  interests  of  other
shareholders of the Company.

                  (e)  Except  for  agreements  made in the  ordinary  course of
business or as  disclosed  in the  schedules  to the  Purchase  Agreement or the
Second  Purchase  Agreement,  there is no agreement that has not been filed with
the Commission as an exhibit to a  registration  statement or to a form required
to be filed by the Company  under the  Exchange  Act,  the breach of which could
reasonably be expected to have a material and adverse  effect on the Company and
its subsidiaries,  or would prohibit or otherwise  interfere with the ability of
the  Company  to enter  into  and  perform  any of its  obligations  under  this
Agreement in any material respect.

                  (f) As of the nine-month  anniversary of the date hereof,  the
Company will at all times have  authorized  and reserved a sufficient  number of
shares of Common Stock for the full exercise of the Warrants.

         7.       MISCELLANEOUS.

                  (a) REMEDIES.  In the event of a breach by the Company or by a
Holder, of any of their respective obligations under this Agreement, each Holder
or the  Company,  as the case may be, in addition to being  entitled to exercise
all rights  granted  by law and under  this  Agreement,  including  recovery  of
damages,  will be  entitled  to specific  performance  of its rights  under this
Agreement.

                  (b) NO PIGGYBACK ON REGISTRATIONS. Except as and to the extent
set forth in on Schedule  7(b) hereto or in any  Securities  Filings filed as of
the date hereof, neither the

                                       8
<PAGE>

Company nor any of its security holders (other than the Holders in such capacity
pursuant  hereto) may  include  securities  of the  Company in any  Registration
Statement other than the Registrable Securities, and the Company shall not after
the date hereof enter into any agreement  providing any such right for inclusion
of shares in the Registration  Statement to any of its security holders.  Except
and as to the extent  specified  in Schedule  7(b)  hereto or in any  Securities
Filings filed as of the date hereof, the Company has not previously entered into
any  agreement  granting  any  registration  rights  with  respect to any of its
securities to any Person that have not been fully satisfied.

                  (c) COMPLIANCE.  Each Holder covenants and agrees that it will
comply  with the  prospectus  delivery  requirements  of the  Securities  Act as
applicable to it in connection with sales of Registrable  Securities pursuant to
any Registration Statement.

                  (d)  DISCONTINUED  DISPOSITION.  Each  Holder  agrees  by  its
acquisition of such  Registrable  Securities that, upon receipt of a notice from
the Company of the  occurrence of a  Discontinuation  Event (as defined  below),
such  Holder  will  forthwith   discontinue   disposition  of  such  Registrable
Securities  under the  applicable  Registration  Statement  until such  Holder's
receipt of the copies of the supplemented Prospectus and/or amended Registration
Statement or until it is advised in writing  (the  "Advice") by the Company that
the use of the applicable  Prospectus  may be resumed,  and, in either case, has
received copies of any additional or supplemental  filings that are incorporated
or deemed to be  incorporated  by reference in such  Prospectus or  Registration
Statement.  The  Company  may  provide  appropriate  stop  orders to enforce the
provisions of this paragraph. For purposes of this Agreement, a "Discontinuation
Event" shall mean (i) when the  Commission  notifies the Company  whether  there
will be a "review" of such  Registration  Statement and whenever the  Commission
comments in writing on such  Registration  Statement  (the Company shall provide
true and complete  copies thereof and all written  responses  thereto to each of
the Holders);  (ii) any request by the  Commission or any other Federal or state
governmental  authority  for  amendments  or  supplements  to such  Registration
Statement or Prospectus or for additional information; (iii) the issuance by the
Commission of any stop order suspending the  effectiveness of such  Registration
Statement covering any or all of the Registrable Securities or the initiation of
any  Proceedings  for that  purpose;  (iv) the  receipt  by the  Company  of any
notification  with respect to the suspension of the  qualification  or exemption
from  qualification  of  any of  the  Registrable  Securities  for  sale  in any
jurisdiction,  or the  initiation  or  threatening  of any  Proceeding  for such
purpose;  and/or (v) the  occurrence  of any event or passage of time that makes
the financial statements included in such Registration  Statement ineligible for
inclusion  therein  or any  statement  made in such  Registration  Statement  or
Prospectus or any document  incorporated or deemed to be incorporated therein by
reference  untrue in any material respect or that requires any revisions to such
Registration  Statement,  Prospectus or other  documents so that, in the case of
such  Registration  Statement  or  Prospectus,  as the case may be,  it will not
contain any untrue  statement  of a material  fact or omit to state any material
fact required to be stated therein or necessary to make the statements  therein,
in light of the circumstances under which they were made, not misleading.

                  (e)  PIGGY-BACK  REGISTRATIONS.  If at any time after the date
hereof  there is not an  effective  Registration  Statement  covering all of the
Registrable  Securities  required to be covered  hereunder and the Company shall
determine to prepare and file with the Commission a

                                       9
<PAGE>

registration  statement  relating  to an  offering  for its own  account  or the
account of others  under the  Securities  Act of any of its  equity  securities,
other  than on Form S-4 or Form S-8 (each as  promulgated  under the  Securities
Act) or their then equivalents relating to equity securities to be issued solely
in  connection  with  any  acquisition  of any  entity  or  business  or  equity
securities  issuable in connection  with stock option or other employee  benefit
plans,  then the  Company  shall  send to each  Holder  written  notice  of such
determination and, if within fifteen (15) days after receipt of such notice, any
such Holder  shall so request in  writing,  the  Company  shall  include in such
registration  statement  all or any  part of such  Registrable  Securities  such
Holder  requests to be  registered,  to the extent the Company may do so without
violating  registration  rights  of  others  which  exist as of the date of this
Agreement,  subject to customary  underwriter cutbacks applicable to all holders
of  registration  rights and subject to obtaining  any  required  consent of any
selling stockholder(s) to such inclusion under such registration statement.

                  (f) AMENDMENTS AND WAIVERS.  The provisions of this Agreement,
including  the  provisions  of this  sentence,  may not be amended,  modified or
supplemented,  and waivers or consents to departures from the provisions  hereof
may not be given,  unless the same shall be in writing and signed by the Company
and the Holders of the majority of the then outstanding  Registrable Securities.
Notwithstanding the foregoing, a waiver or consent to depart from the provisions
hereof  with  respect  to a matter  that  relates  exclusively  to the rights of
certain  Holders and that does not directly or  indirectly  affect the rights of
other Holders may be given by Holders of at least a majority of the  Registrable
Securities to which such waiver or consent relates; PROVIDED,  HOWEVER, that the
provisions of this sentence may not be amended, modified, or supplemented except
in accordance with the provisions of the immediately preceding sentence.

                  (g) NOTICES.  Any notice or request  hereunder may be given to
the Company or the Purchaser at the  respective  addresses set forth below or as
may  hereafter be specified in a notice  designated as a change of address under
this Section 7(g). Any notice or request  hereunder shall be given by registered
or certified  mail,  return receipt  requested,  hand delivery,  overnight mail,
Federal  Express or other  national  overnight  next day carrier  (collectively,
"Courier") or telecopy  (confirmed by mail).  Notices and requests  shall be, in
the case of those by hand delivery,  deemed to have been given when delivered to
any  party to whom it is  addressed,  in the case of those by mail or  overnight
mail,  deemed to have been  given  three (3)  business  days after the date when
deposited  in the  mail or with the  overnight  mail  carrier,  in the case of a
Courier, the next business day following timely delivery of the package with the
Courier,  and, in the case of a telecopy,  when confirmed.  The address for such
notices and communications shall be as follows:

                  IF TO THE COMPANY:         TrueYou.com, Inc.
                                             501 Merritt 7, 5th Floor
                                             Norwalk, Connecticut 06851
                                             Attention:  Chief Financial Officer
                                             Facsimile:  203-295-2102

                                             WITH A COPY TO:

                                       10
<PAGE>

                                             Troutman Sanders LLP
                                             405 Lexington Avenue
                                             New York, New York 10174
                                             Attention:  Edward R. Mandell
                                             Facsimile:  212-704-6160

                  IF TO A PURCHASER:         To the address set forth under such
                                             Purchaser name on the signature
                                             pages hereto.

                  IF TO ANY OTHER PERSON
                  WHO IS THEN THE REGISTERED
                  HOLDER:                    To the address of such Holder as it
                                             appears in the stock transfer books
                                             of the Company

or such other address as may be  designated  in writing  hereafter in accordance
with this Section 7(g) by such Person.

                  (h) SUCCESSORS AND ASSIGNS.  This Agreement shall inure to the
benefit of and be binding upon the successors  and permitted  assigns of each of
the parties and shall inure to the benefit of each  Holder.  The Company may not
assign its rights or obligations  hereunder without the prior written consent of
each Holder.  Each Holder may assign their  respective  rights  hereunder in the
manner and to the Persons as  permitted  under the  Purchase  Agreement  and the
Second Purchase Agreement.

                  (i) EXECUTION AND COUNTERPARTS. This Agreement may be executed
in any number of counterparts, each of which when so executed shall be deemed to
be an original and, all of which taken  together  shall  constitute  one and the
same  agreement.  In the event that any  signature  is  delivered  by  facsimile
transmission,  such  signature  shall create a valid  binding  obligation of the
party  executing  (or on whose behalf such  signature is executed) the same with
the same  force and  effect as if such  facsimile  signature  were the  original
thereof.

                  (j) GOVERNING LAW, JURISDICTION AND WAIVER OF JURY TRIAL. THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH
STATE,  WITHOUT  REGARD TO  PRINCIPLES  OF CONFLICTS OF LAW. The Company  hereby
consents  and agrees that the state or federal  courts  located in the County of
New York,  State of New York shall have  non-exclusion  jurisdiction to hear and
determine  any  Proceeding  between  the  Company,  on the  one  hand,  and  the
Purchaser,  on the other hand,  pertaining  to this  Agreement  or to any matter
arising out of or related to this  Agreement;  PROVIDED,  that the Purchaser and
the Company  acknowledge that any appeals from those courts may have to be heard
by a court  located  outside of the County of New York,  State of New York,  and
FURTHER  PROVIDED,  that nothing in this Agreement shall be deemed or operate to
preclude the Purchaser from bringing a Proceeding in any other  jurisdiction  to
collect the obligations,  to realize on the Collateral or any other security for
the  obligations,  or to enforce a judgment or other court order in favor of the
Purchaser.  The  Company  expressly  submits  and  consents  in  advance to such
jurisdiction  in any  Proceeding  commenced  in any such court,  and the Company
hereby  waives  any  objection  which it may have  based  upon lack of  personal
jurisdiction,  improper venue or FORUM NON CONVENIENS. The Company hereby waives
personal service of the summons,  complaint and other process issued in any such
Proceeding and

                                       11
<PAGE>

agrees that service of such summons, complaint and other process may be made via
Federal  Express or by registered or certified  mail addressed to the Company at
the address set forth in Section  7(g) and that  service so made shall be deemed
completed upon the earlier of the Company's  actual receipt  thereof or four (4)
days after deposit in the U.S. mails,  proper postage prepaid in accordance with
the Purchase  Agreement and the Second  Purchase  Agreement.  The parties hereto
desire that their disputes be resolved by a judge applying such applicable laws.
Therefore,  to achieve the best  combination  of the  benefits  of the  judicial
system and of arbitration,  the parties hereto waive all rights to trial by jury
in any Proceeding  brought to resolve any dispute,  whether arising in contract,
tort,  or otherwise  between the  Purchaser  and/or the Company  arising out of,
connected with,  related or incidental to the relationship  established  between
then in connection with this Agreement.  If either party hereto shall commence a
Proceeding to enforce any provisions of this Agreement,  the Purchase Agreement,
the Second Purchase  Agreement or any Related Agreement (as such term is defined
in the Purchase Agreement or the Second Purchase Agreement), then the prevailing
party  in such  Proceeding  shall  be  reimbursed  by the  other  party  for its
reasonable  attorneys'  fees and other  costs  and  expenses  incurred  with the
investigation, preparation and prosecution of such Proceeding.

                  (k)  CUMULATIVE  REMEDIES.  The remedies  provided  herein are
cumulative and not exclusive of any remedies  provided by law.

                  (l)  SEVERABILITY.   If  any  term,  provision,   covenant  or
restriction  of this  Agreement  is finally  determined  by a court of competent
jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the
terms,  provisions,  covenants and restrictions set forth herein shall remain in
full force and effect and shall in no way be affected,  impaired or invalidated,
and the parties hereto shall use their reasonable  efforts to find and employ an
alternative  means to achieve the same or substantially  the same result as that
contemplated  by such term,  provision,  covenant or  restriction.  It is hereby
stipulated  and declared to be the intention of the parties that they would have
executed the remaining terms,  provisions,  covenants and  restrictions  without
including any of such that may be hereafter declared invalid,  illegal,  void or
unenforceable.

                  (m)  HEADINGS.   The  headings  in  this   Agreement  are  for
convenience  of  reference  only and  shall not limit or  otherwise  affect  the
meaning  hereof.

                  (n) ENTIRE  AGREEMENT.  This  Agreement,  and the exhibits and
schedules  hereto  constitute  the full and entire  understanding  and agreement
between  the  parties  with  regard to the  subjects  hereof  and  thereof,  and
supersede  and  completely  replace any and all (and no party shall be liable or
bound  to any  other in any  manner  by any)  prior  or  other  representations,
warranties,   covenants,   promises,   assurances   or   other   agreements   or
understandings (whether written, oral, express,  implied or otherwise) except as
specifically set forth herein and therein.

       [Balance of page intentionally left blank; signature page follows]


                                       12
<PAGE>

                                    EXHIBIT A

                              ____________, 200___

[Transfer Agent]
Two Broadway
New York, New York  10004
Attn:  William Seegraber]

                  Re:   TRUEYOU.COM, INC. REGISTRATION STATEMENT ON FORM [S-3]

Ladies and Gentlemen:

         As counsel to TrueYou.com, Inc. , a _____________ (the "Company"), we
have been requested to render our opinion to you in connection with the resale
by the individuals or entitles listed on SCHEDULE A attached hereto (the
"Selling Stockholders"), of an aggregate of __________ shares (the "Shares") of
the Company's Common Stock.

         A Registration Statement on Form [S-3] under the Securities Act of
1933, as amended (the "Act"), with respect to the resale of the Shares was
declared effective by the Securities and Exchange Commission on [date]. Enclosed
is the Prospectus dated [date]. We understand that the Shares are to be offered
and sold in the manner described in the Prospectus.

         Based upon the foregoing, upon request by the Selling Stockholders at
any time while the registration statement remains effective, it is our opinion
that the Shares have been registered for resale under the Act and new
certificates evidencing the Shares upon their transfer or re-registration by the
Selling Stockholders may be issued without restrictive legend. We will advise
you if the registration statement is not available or effective at any point in
the future.

                                          Very truly yours,

                                          [Company counsel]

<PAGE>

                             SCHEDULE A TO EXHIBIT A

                                                                   Shares
          Selling Stockholder                R/N/O              Being Offered
          -------------------                -----              -------------






<PAGE>

                  IN WITNESS WHEREOF, the parties have executed this Amended and
Restated Registration Rights Agreement as of the date first written above.

                                         TRUEYOU.COM


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


                                         LAURUS MASTER FUND, LTD.


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

                                         Address for Notices:

                                         825 Third Avenue, 14th Floor
                                         New York, New York 10022
                                         Attention:  Eugene Grin
                                         Facsimile:  212-541-4434