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,
HYPOTHECATED,   ASSIGNED  OR   TRANSFERRED   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 Shares of Common Stock of
T                                    TRUEYOU.COM INC.


                          COMMON STOCK PURCHASE WARRANT


No. W-84                                           Issue Date: December 22, 2006



                  TRUEYOU.COM  INC., a Delaware  corporation,  hereby  certifies
that, for value received,                      ,  or his permitted  assigns (the
"Holder"),  is entitled,  subject to the terms set forth below, to purchase from
the Company (as defined  herein) from and after the date hereof and, at any time
or from time to time  before  5:00  p.m.,  New York time,  through  the close of
business  (New York time) on December 31, 2013 (the  "Expiration  Date"),  up to
            fully paid and nonassessable  shares of Common Stock of the Company,
par value $0.001 per share  ("Common  Stock") at an exercise price of $0.001 per
share,  subject to adjustment  hereunder  (such exercise price, as adjusted from
time to time, the "Exercise Price").

                  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
corporation which shall succeed,  or assume the obligations of, TRUEYOU.COM INC.
hereunder.

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

         (c)      The term  "Warrant  Price" means an amount equal to the number
of shares  of  Common  Stock  being  purchased  upon  exercise  of this  Warrant
multiplied by Exercise Price.

         1.       EXERCISE  OF WARRANT.  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


<PAGE>

Exhibit A (the "Exercise Notice"), up to 1,000,000 shares of Common Stock of the
Company,  subject to adjustment  pursuant to Section 4 (such number of shares of
Common Stock, as adjusted from time to time, the "Warrant Shares Number").

         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  (upon  payment by such
Holder of any applicable  transfer taxes), a certificate or certificates for the
number of duly and validly issued, fully paid and nonassessable shares of Common
Stock to which such Holder shall be entitled on such exercise.

                  2.2      EXERCISE. Payment of the Warrant Price may be made at
the option of the Holder by: (i) certified or official bank check payable to the
order of the Company,  (ii) wire transfer of immediately  available funds to the
account of the Company or (iii) the surrender and  cancellation  of a portion of
shares Common Stock issuable upon such exercise of this Warrant,  which shall be
valued and  credited  toward the total  Warrant  Price due the  Company  for the
exercise of the Warrant based upon the Fair Market Value thereof.  All shares of
Common Stock  issuable  upon the exercise of this Warrant  pursuant to the terms
hereof shall be validly issued and, upon payment of the Warrant Price,  shall be
fully paid and  nonassessable  shares of Common  Stock  determined  as  provided
herein.  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  Global  Select,  Global or Capital  Market of The Nasdaq  Stock
         Market, Inc.  ("Nasdaq"),  then the average closing or last sale price,
         respectively,  reported  for the  last  20  business  days  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 or the
         Pink  Sheets(R),  then the average of the closing bid and asked  prices
         reported  for the  last 20  business  days  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.


                                      -2-
<PAGE>

                           (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 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.

         The Company shall not be required to issue a fractional share of Common
Stock upon  exercise  of any  Warrant.  As to any  fraction of a share which the
Holder of one or more Warrants, the rights under which are exercised in the same
transaction,  would  otherwise be entitled to purchase upon such  exercise,  the
Company  shall pay an amount in cash equal to the Fair Market Value per share of
Common Stock on the date of exercise multiplied by such fraction.

                  2.3      RESTRICTIONS  ON EXERCISE  AMOUNT.  Unless the Holder
delivers to the Company irrevocable written notice prior to the date of issuance
hereof or sixty-one  (61) days prior to the  effective  date of such notice that
this  Section  2.3 shall not apply to the  Holder,  the Holder may not acquire a
number of shares of Common Stock to the extent  that,  upon such  exercise,  the
number of shares of Common Stock then  beneficially  owned by the Holder and his
affiliates  and any other  persons or entities  whose  beneficial  ownership  of
Common Stock would be aggregated with the Holder's for purposes of Section 13(d)
of the  Securities  Exchange  Act of  1934,  as  amended  (the  "Exchange  Act")
(including  shares  held by any  "group"  of which the  holder is a member,  but
excluding shares  beneficially owned by virtue of the ownership of securities or
rights to acquire  securities  that have  limitations  on the right to  convert,
exercise or purchase  similar to the limitation set forth herein)  exceeds 4.99%
of the total  number of shares of Common  Stock of the  Company  then issued and
outstanding.  For purposes hereof,  "group" has the meaning set forth in Section
13(d) of the Exchange  Act and  applicable  regulations  of the  Securities  and
Exchange  Commission (the  "Commission"),  and the percentage held by the Holder
shall be determined in a manner  consistent with the provisions of Section 13(d)
of the  Exchange  Act.  Each  delivery  of a notice of exercise by a Holder will
constitute a representation  by such Holder that it has evaluated the limitation
set forth in this  paragraph  and  determined,  based on the most recent  public
filings by the Company with the Commission, that the issuance of the full number
of shares of Common  Stock  requested  in such notice of  exercise is  permitted
under this paragraph.

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

                  3.1      REORGANIZATION,  CONSOLIDATION,  MERGER, ETC. In case
that at any time or from time to time,  the  Company  shall (a) effect a capital
reorganization,  recapitalization,  subdivision  or  reclassification  of Common
Stock (other than a subdivision or combination of the outstanding  Common Stock,
or a change in par value, or from par value to no par value or from no par value
to par value),  (b) effect an exchange or  conversion of the Common Stock for or
into  securities  of  another   corporation  or  other  entity,   (c)  effect  a
consolidation or merger of the Company with or into any other person (other than
a merger that does not result in any reclassification,  conversion,  exchange or
cancellation of outstanding shares of Common Stock),


                                      -3-
<PAGE>

or (d) effect a sale, lease or other  conveyance of all or substantially  all of
the assets of the Company,  in any such case in a way that upon such transaction
holders of Common  Stock would be entitled to receive  stock,  securities,  cash
and/or other  property with respect to or in exchange for their shares of Common
Stock, then, in each such case: (x) as a condition to the consummation of such a
transaction,  provision  shall be made by the Company whereby the Holder of this
Warrant,  on the exercise  hereof as provided in Section 1 at any time after the
consummation  of such  transaction,  shall receive,  in lieu of the Common Stock
issuable  hereunder,  the stock and/or other securities and property  (including
cash) to which  such  Holder  would  have been  entitled  upon such  transaction
("Transaction  Consideration"),  if such Holder had so exercised  this  Warrant,
immediately  prior  thereto,  all subject to further  adjustment  thereafter  as
provided  in  Sections  4 and 5 and (y)  from  and  after  the  closing  of such
transaction, the holder of this Warrant shall only have the right to receive the
Transaction  Consideration  upon exercise of this Warrant in accordance with its
terms.

                  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
applicable) receivable by the Holder of the Warrant pursuant to Section 3.1.

                  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.  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 Holder of the Warrant will be
delivered to Holder.

         4.       EXTRAORDINARY  EVENTS  REGARDING  COMMON STOCK. If the Company
shall,  while this Warrant is outstanding,  (a) issue  additional  shares of the
Common Stock as a dividend or other  distribution  on outstanding  Common Stock,
(b)  subdivide  its  outstanding  shares of Common  Stock,  or (c)  combine  its
outstanding  shares of the Common  Stock into a smaller  number of shares of the
Common Stock,  then in each such case, the Exercise Price shall,  simultaneously
with the happening of such event,  be adjusted by multiplying the then effective
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. In the event that the Exercise Price
is adjusted  pursuant  to this  Section 4, the Warrant  Shares  Number  shall be
increased or  decreased  to a number  determined  by  multiplying  the number of
shares of Common  Stock that would  otherwise  (but for


                                      -4-
<PAGE>

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 as so adjusted pursuant to this Section 4.

         5.       CERTIFICATE AS TO ADJUSTMENTS.  In each case of any adjustment
or  readjustment  in the shares of Common Stock  issuable on the exercise of the
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 the 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. The Company will forthwith mail a copy
of each such  certificate  to the Holder of the Warrant and any Warrant agent of
the Company (appointed pursuant to Section 9 hereof).

         6.       RESERVATION  OF STOCK,  ETC.  ISSUABLE ON EXERCISE OF WARRANT.
The Company will at all times  reserve and keep  available,  solely for issuance
and delivery on the exercise of the Warrant, shares of Common Stock from time to
time issuable on the exercise of the 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,  the  provision  of  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,  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.       WARRANT  AGENT.  The  Company  may,  by written  notice to the
Holder of the Warrant,  appoint an agent for the purpose of issuing Common Stock
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.


                                      -5-
<PAGE>

         10.      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.

         11.      REGISTRATION  RIGHTS. The resale of any Common Stock issued or
issuable upon  exercise of this Warrant  shall be registered in accordance  with
the terms and conditions contained in that certain Registration Rights Agreement
dated of even date hereof,  among the Holder,  the Company and the other parties
named therein (the "Registration Rights Agreement"). The Company agrees that any
permitted transferee of this Warrant and the rights evidenced hereby pursuant to
Section 7 will be entitled to the rights of an "Investor" under the Registration
Rights Agreement on the terms and conditions set forth therein.

         12.      NOTICES,  ETC. All notices and other  communications  from the
Company to the Holder of this Warrant 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 of this
Warrant who has so furnished an address to the Company.

         13.      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 State of New York without  regard to  principles of
conflicts of laws. 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.

                           [Signature page to follow]


                                      -6-
<PAGE>

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

The Company:                            TRUEYOU.COM INC.


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


The Holder:



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


                                      -7-
<PAGE>

                                                                       EXHIBIT A

                              FORM OF SUBSCRIPTION

                   (To be signed only on exercise of Warrant)

TO:      TRUEYOU.COM INC.

         Attention:  ____________________

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  (subject to
reduction,  if  necessary  and  applicable,  to utilize  the  cashless  exercise
procedure set forth in the Warrant).

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):

___ $__________ in lawful money of the United States; or

___ the cancellation of such number of shares of Common Stock as is necessary to
exercise this Warrant pursuant to the cashless  exercise  procedure set forth in
the Warrant.

         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)

<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.  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.

<TABLE>
<CAPTION>
---------------------------- ---------------------------- ---------------------------- ----------------------------
Transferees                  Address                      Percentage Transferred       Number Transferred
---------------------------- ---------------------------- ---------------------------- ----------------------------
<S>                          <C>                          <C>                          <C>

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

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

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

---------------------------- ---------------------------- ---------------------------- ----------------------------
</TABLE>


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

Signed in the presence of:

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

ACCEPTED AND AGREED:
                                          --------------------------------------
[TRANSFEREE]                                             (address)

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