December 20, 2006



TrueYou.Com Inc.
501 Merritt 7, 5th Floor
Norwalk, CT 06851

                Re:   AMENDMENT OF REGISTRATION RIGHTS AGREEMENT

Gentlemen:

                  Reference  is  made  to  that  certain   Registration   Rights
Agreement, dated September 1, 2005 (the "Registration Rights Agreement"),  among
Klinger  Advanced  Aesthetics,  Inc.  and  the  investors  listed  therein  (the
"Stockholders")  which  agreement  has been  assumed by  TrueYou.Com  Inc.  (the
"Company").  Unless otherwise defined herein, capitalized terms used herein have
the respective meanings assigned to them in the Registration Rights Agreement.

                  The  Company and the  undersigned  investors,  constituting  a
majority of the  Stockholders,  hereby amend the Registration  Rights Agreement,
pursuant to Section 4.6  thereto,  by deleting  Section 1.2 of the  Registration
Rights Agreement in its entirety and replacing it with the following:

                  "1.2  LIQUIDATED  DAMAGES.  If: (i) the  Registration
         Statement  is not filed on or prior to the Filing  Date,  (ii)
         the  Registration  Statement  filed  or  required  to be filed
         hereunder is not declared  effective by the  Commission by the
         Effectiveness Date, or (iii) during the Effectiveness  Period,
         the  Registration  Statement  ceases  for any reason to remain
         continuously  effective as to all  Registrable  Securities for
         which it is  required  to be  effective  (any such  failure or
         breach,  an  "EVENT"  and the date of the  occurrence  of such
         Event,   the  "EVENT  DATE"),   then  the  Company  shall  pay
         liquidated  damages and not as damages for such  failure in an
         amount  equal to 1% of the  aggregate  purchase  price paid by
         such Holder for any  Registrable  Securities then held by such
         Stockholder  for  each  30-day  period,  or pro  rata  for any
         portion thereof, following such Event Date that the applicable
         Event shall remain  uncured.  The liquidated  damages  payable
         hereunder  shall be paid to the  Holders  by the  issuance  of
         warrants to purchase  shares of Common  Stock,  at an exercise
         price of  $0.001  per share  ("COMMON  STOCK  WARRANTS").  The
         number of shares of Common Stock  underlying  the Common Stock
         Warrants to be issued for each period shall be  calculated  by
         dividing the  liquidated  damages due to the  Holders,  by the
         higher of (A) the average  closing trading price of the Common
         Stock during the 30-day period immediately before the last day
         of any relevant period and (B) $0.211254.  Notwithstanding the
         foregoing,  with  respect to any  liquidated  damages  payable
         hereunder  accruing for periods  after  September  30, 2006, a
         Holder may elect to

<PAGE>

         receive  such  Holder's  Periodic  Amount  in  cash in lieu of
         Common  Stock  Warrants;  PROVIDED,  that  such  Holder  shall
         provide  the  Company  with  written  notice of such  election
         within  10  days  following  the  end  of  each  period.   Any
         liquidated  damages  payable under this Section 1.2,  shall be
         paid monthly, on the last day of the calendar month subsequent
         to the month  during  which such  liquidated  damages  accrued
         (commencing  on January  31,  2007) and is in  addition to any
         remedies  available to the Stockholders at law or in equity by
         reason of any breach of this Agreement by the Company."

                  It is hereby  agreed  that,  except as  specifically  provided
herein,  this  Amendment  does  not in any  way  affect  or  impair  the  terms,
conditions and other  provisions of the  Registration  Rights  Agreement and all
terms,  conditions and other  provisions of the  Registration  Rights  Agreement
shall remain in full force and effect except to the extent specifically amended,
modified or waived pursuant to the provisions of this Amendment.


                                   2
<PAGE>

                  This  Amendment  may be executed in two or more  counterparts,
each of which  shall be  deemed an  original,  but all of which  together  shall
constitute one and the same document.

                                       Very truly yours,

                                       PEQUOT MARINER MASTER FUND, L.P.

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


                                       PREMIUM SERIES PPC LIMITED-CELL 32

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


                                       PEQUOT HEALTHCARE FUND, L.P.

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


                                       PEQUOT HEALTHCARE OFFSHORE FUND, INC.

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


                                       PEQUOT SCOUT FUND, L.P.

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


                                   3
<PAGE>

                                      PEQUOT NAVIGATOR OFFSHORE FUND, INC.

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


                                      PEQUOT DIVERSIFIED MASTER FUND, LTD.

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


                                      PEQUOT HEALTHCARE INSTITUTIONAL FUND, L.P.

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


                                      PREMIUM SERIES PCC LIMITED-CELL 33

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


                                      GRUBER AND MCBAINE INTERNATIONAL

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




                                      ------------------------------------------
                                      J. PATTERSON MCBAINE


                                   4
<PAGE>

                                       LAGUNITAS PARTNERS, L.P.

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


                                       FIREFLY PARTNERS

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


                                       JON D. AND LINDA W. GRUBER TRUST

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


                                       VFT SPECIAL VENTURES, LTD.

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


                                       BALLYSHANNON FAMILY PARTNERSHIP, L.P.

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


                                       BALLYSHANNON PARTNERS, L.P.

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


                                   5
<PAGE>

                                       CABERNET PARTNERS, L.P.

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


                                       NORTHWOOD CAPITAL PARTNERS, L.P.

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



                                       -----------------------------------------
                                       REGINA PITARO



                                       -----------------------------------------
                                       JAY SEID


                                       GGCP, INC.

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



Agreed:

TRUEYOU.COM INC.

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


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