SUBORDINATED SECURED TERM NOTE NO. 2

"THIS  SECURED TERM NOTE HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF
1933, AS AMENDED,  OR ANY APPLICABLE  STATE  SECURITIES  LAWS. THIS SECURED TERM
NOTE MAY NOT BE SOLD,  OFFERED FOR SALE,  PLEDGED OR HYPOTHECATED IN THE ABSENCE
OF AN EFFECTIVE  REGISTRATION  STATEMENT AS TO THIS SECURED TERM NOTE UNDER SAID
ACT AND APPLICABLE  STATE  SECURITIES  LAWS OR AN OPINION OF COUNSEL  REASONABLY
SATISFACTORY TO TRUEYOU.COM INC. THAT SUCH REGISTRATION IS NOT REQUIRED."

                                                              New York, New York
$1,000,000.00                                          (as of) December 22, 2006

                         SUBORDINATED SECURED TERM NOTE
                         ------------------------------

                  FOR VALUE RECEIVED,  TRUEYOU.COM INC., a Delaware  corporation
the "COMPANY"),  promises to pay to LAURUS MASTER FUND,  LTD., c/o M&C Corporate
Services  Limited,  P.O. Box 309 GT, Ugland House,  South Church Street,  George
Town, Grand Cayman,  Cayman Islands,  Fax: 345-949-8080 (the "Purchaser") or its
registered  permitted  assigns or  successors  in  interest  (together  with the
Purchaser, the "Holder"), the sum of One Million Dollars ($1,000,000),  together
with any accrued and unpaid interest hereon,  on the "Maturity Date" (as defined
herein) if not sooner paid.

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

                  The following  terms shall apply to this Secured Term Note (as
amended, modified, restated and/or supplemented from time to time, this "NOTE"):

                                   ARTICLE I
                         CONTRACT RATE AND AMORTIZATION

                  1.1      CONTRACT  RATE.  Subject to Sections 3.2 and 4.10 and
in all cases of this  Article I subject to the  Subordination  Agreement  of the
parties and others  dated as of December 22, 2006  ("Subordination  Agreement"),
interest  payable  on  the  outstanding  principal  amount  of  this  Note  (the
"PRINCIPAL  AMOUNT")  shall  accrue at a rate per annum equal to twelve  percent
(12.0%)  per annum  (such sum being  referred  to as the  "CONTRACT  RATE"),  as
follows:

                  (a)      Interest in the amount of six percent (6 %) per annum
(the "First Interest  Tranche") shall accrue during the period commencing on the
date hereof and shall be payable monthly, in arrears,  commencing on February 1,
2007 and on the first day of each consecutive calendar month thereafter (each, a
"PAYMENT  DATE") and on the Maturity Date,  whether by acceleration or otherwise
or,  in the  event of the  redemption  of all or any  portion  of the  Principal
Amount,  accrued interest on the amount so redeemed shall be paid on the date of
redemption.

<PAGE>

                  (b)      Interest  in the amount of six percent per annum (the
"Second  Interest  Tranche")  shall accrue but not be payable  during the period
commencing  on the date  hereof  and  ending on the  Maturity  Date.  The Second
Interest Tranche shall be payable monthly, in arrears, commencing on February 1,
2007 and on each Payment Date and on the Maturity Date,  whether by acceleration
or  otherwise  or, in the event of the  redemption  of all or any portion of the
Principal  Amount,  accrued  interest on the amount so redeemed shall be paid on
the date of redemption.  Notwithstanding the foregoing,  the Borrower may elect,
in lieu of paying the Second  Interest  Tranche on a given  Payment Date, to add
the amount of the Second  Interest  Tranche  that is due on such Payment Date to
the Principal Amount (such added amount, the "Second Interest  Amount").  If the
Borrower  elects  to add the  Second  Interest  Amount to the  Principal  Amount
outstanding on a given Payment Date, then the Borrower shall give written notice
to the Holder of such election,  which notice shall be received by the Holder no
later than three (3) business days prior to such Payment Date.

                  (c)      Interest  shall be (i)  calculated  on the basis of a
360 day year on the unpaid Principal Amount outstanding from time to time during
the applicable period.

                  1.2      MATURITY DATE. "MATURITY DATE" shall mean the earlier
to occur of (i) December 22, 2009; (ii) the consummation of a private  placement
of equity  securities of the Company resulting in net proceeds to the Company of
at least  $15,000,000;  or (iii) A Change of Control  (as defined  below)  shall
occur with respect to the Company,  unless Holder shall have expressly consented
to such Change of Control in writing. A "CHANGE OF CONTROL" shall mean any event
or  circumstance as a result of which (i) any "Person" or "group" (as such terms
are defined in Sections 13(d) and 14(d) of the Exchange Act, as in effect on the
date hereof),  other than the Holder,  is or becomes the "beneficial  owner" (as
defined in Rules  13(d)-3  and  13(d)-5  under the  Exchange  Act),  directly or
indirectly,  of 50% or more on a fully  diluted  basis of the  then  outstanding
voting  equity  interest  of the  Company,  (ii) the Board of  Directors  of the
Company shall cease to consist of a majority of the Company's board of directors
on the date  hereof  (or  directors  appointed  by a  majority  of the  board of
directors in effect  immediately  prior to such appointment) or (iii) except for
mergers,  consolidations  and sales permitted  under the Purchase  Agreement and
other  Related  Agreements,  the  Company or any of its  Subsidiaries  merges or
consolidates with, or sells all or substantially all of its assets to, any other
person or entity.

                  1.3      PRINCIPAL PAYMENTS. Any outstanding Principal Amount,
together  with any  accrued  and unpaid  interest  and any and all other  unpaid
amounts  which are then owing by the Company to the Holder under this Note,  the
Purchase Agreement and/or any other Related Agreement,  shall be due and payable
on the Maturity Date.

                                   ARTICLE II
                                   REDEMPTION

                  2.1      OPTIONAL   REDEMPTION   IN  CASH.   Subject   to  the
provisions  of the  Subordination  Agreement,  the  Company may prepay this Note
("Optional Redemption") by paying to the Holder a sum of money equal to: (i) one
hundred percent (100%) of the Principal Amount outstanding at such time together
with accrued but unpaid interest thereon and any and all other sums due, accrued
or payable to the Holder arising under this Note, the Purchase


                                       2
<PAGE>

Agreement  or any other  Related  Agreement.  The Company  shall  deliver to the
Holder a written notice of redemption  (the "Notice of  Redemption")  specifying
the date for such Optional  Redemption (the  "Redemption  Payment Date"),  which
date shall be seven (7) business days after the date of the Notice of Redemption
(the  "Redemption   Period").  On  the  Redemption  Payment  Date,  the  Initial
Redemption Amount or the Redemption  Amount, as applicable,  must be paid to the
Holder in good funds (i.e. wire transfer in immediately  available  funds,  bank
cashier's  check, or United States Federal Reserve check) to the Holder.  In the
event the Company fails to pay the Initial  Redemption  Amount or the Redemption
Amount on the Redemption Payment Date as set forth herein,  then such Redemption
Notice will be null and void and of no further force and effect and such failure
to pay shall not constitute an Event of Default hereunder.

                                  ARTICLE III
                                EVENTS OF DEFAULT

                  3.1      EVENTS  OF  DEFAULT.  The  occurrence  of  any of the
following  events set forth in this  Section  3.1 shall  constitute  an event of
default ("EVENT OF DEFAULT") hereunder:

                  (a)      FAILURE TO PAY. The Company fails to pay when due any
installment of principal,  interest or other fees hereon in accordance herewith,
or the Company fails to pay any of the other  Obligations  (under and as defined
in the Master Security  Agreement) when due, and, in any such case, such failure
shall  continue for a period of three (3) business days  following the date upon
which any such  payment  was due (it being  understood  that no Event of Default
shall occur for  non-payment if required by the provisions of the  Subordination
Agreement).

                  (b)      BREACH  OF  COVENANT.  The  Company  or  any  of  its
Subsidiaries  breaches  any covenant or any other term or condition of this Note
in any material  respect and such breach,  if subject to cure,  continues  for a
period of fifteen (15) business days after the occurrence thereof; provided that
prior to the  expiration of such fifteen (15)  business day period,  the Company
may send a notice to the Holder notifying the Holder of such default,  outlining
its plan to take sufficient actions reasonably likely to cure it, and requesting
that the Holder forbear from taking action on such default for a period of sixty
(60) days (a "Default  Request  Notice").  Upon  receipt of the Default  Request
Notice, the Holder may, in its sole discretion,  deny such request;  however, in
the event that the Holder either (i)  expressly  grants such request or (ii) has
not  responded to such request  within three (3) business days of receipt of the
Default  Request  Notice,  the Holder shall  forbear from  declaring an Event of
Default for such sixty-day period; PROVIDED, HOWEVER, that during such sixty-day
period,  the Company shall  commence to cure such default  within such period in
accordance with such plan and shall proceed  continuously in good faith and with
due diligence to cure such default in accordance with such plan.

                  (c)      BREACH  OF   REPRESENTATIONS   AND  WARRANTIES.   Any
representation,  warranty or similar factual  statement made or furnished by the
Company or any of its  Subsidiaries in this Note, the Purchase  Agreement or any
other  Related  Agreement  shall have been false or  misleading  in any material
respect on the date as of which made or deemed made.


                                       3
<PAGE>

                  (d)      DEFAULT UNDER OTHER AGREEMENTS. The occurrence of any
default  (or  similar  term)  in the  observance  or  performance  of any  other
agreement or condition  (i) relating to any  indebtedness  in excess of $500,000
owed, or any  guarantees or other credit  support of  indebtedness  in excess of
$500,000 provided, by the Company or any of its Subsidiaries (including, without
limitation, the Permitted Indebtedness junior to this Note), or (ii) relating to
any  contingent  obligation  in excess of  $500,000  owed or  guaranteed  by the
Company or any of its  Subsidiaries,  in each case which shall continue  without
waiver beyond all applicable  grace periods,  and the effect of which default is
to cause,  or reasonably  permit the holder or holders of such  indebtedness  or
beneficiary  or  beneficiaries  of such  contingent  obligation  to cause,  such
indebtedness  to become  due prior to its  stated  maturity  or such  contingent
obligation to become payable;

                  (e)      MATERIAL ADVERSE EFFECT. Any change or the occurrence
of any event which  could  reasonably  be  expected  to have a Material  Adverse
Effect;

                  (f)      BANKRUPTCY.  The  Company or any of its  Subsidiaries
shall (i) apply for,  consent to or suffer to exist the  appointment  of, or the
taking of possession by, a receiver,  custodian, trustee or liquidator of itself
or of all or a substantial part of its property,  (ii) make a general assignment
for the benefit of creditors,  (iii) commence a voluntary case under the federal
bankruptcy laws (as now or hereafter in effect),  (iv) be adjudicated a bankrupt
or  insolvent,  (v) file a petition  seeking to take  advantage of any other law
providing for the relief of debtors, (vi) acquiesce to, without challenge within
ten (10)  business  days of  receipt of the  notice of the  filing  thereof,  or
failure to have  dismissed  or  effectively  stayed to the  satisfaction  of the
Holder in its sole  discretion,  within  sixty (60)  days,  any  petition  filed
against it in any involuntary case under such bankruptcy laws, or (vii) take any
action for the purpose of effecting any of the foregoing;

                  (g)      JUDGMENTS.   Attachments   or  levies  in  excess  of
$500,000 in the aggregate  are made upon the Company or any of its  Subsidiary's
assets or a judgment is  rendered  against the  Company's  property  involving a
liability of more than $500,000  which shall not have been vacated,  discharged,
stayed or bonded within thirty (30) business days from the entry thereof;

                  (h)      INSOLVENCY.  The  Company or any of its  Subsidiaries
shall admit in writing its inability,  or be generally  unable, to pay its debts
as they become due or to continue operations of its present business;

                  (i)      CHANGE OF  CONTROL.  A Change of Control  (as defined
below)  shall  occur  with  respect to the  Company,  unless  Holder  shall have
expressly  consented to such Change of Control in writing. A "Change of Control"
shall mean any event or  circumstance  as a result of which (i) any  "Person" or
"group" (as such terms are defined in Sections  13(d) and 14(d) of the  Exchange
Act, as in effect on the date hereof),  other than the Holder, is or becomes the
"beneficial  owner" (as defined in Rules  13(d)-3 and 13(d)-5 under the Exchange
Act),  directly or  indirectly,  of 50% or more on a fully  diluted basis of the
then  outstanding  voting  equity  interest  of the  Company,  (ii) the Board of
Directors of the Company  shall cease to consist of a majority of the  Company's
board of directors on the date hereof (or  directors  appointed by a majority of
the board of directors in effect immediately prior to such appointment) or (iii)
except for


                                       4
<PAGE>

mergers,  consolidations  and sales permitted  under the Purchase  Agreement and
other  Related  Agreements,  the  Company or any of its  Subsidiaries  merges or
consolidates with, or sells all or substantially all of its assets to, any other
person or entity;

                  (j)      INDICTMENT PROCEEDINGS. The indictment of the Company
or any of its Subsidiaries or any executive officer of the Company or any of its
Subsidiaries under any criminal statute, or commencement of criminal proceedings
against the Company or any of its  Subsidiaries or any executive  officer of the
Company or any of its  Subsidiaries,  pursuant  to which  statute or  proceeding
penalties  or remedies  sought or  available  include  forfeiture  of any of the
property of the Company or any of its Subsidiaries;

                  (k)      THE PURCHASE AGREEMENT AND RELATED AGREEMENTS.

                           (A)      An Event of Default shall occur under and as
and if defined in the Purchase Agreement or any other Related Agreement.

                           (B)      The Company or any of its Subsidiaries shall
breach any term or  provision of the  Purchase  Agreement  or any other  Related
Agreement in any material respect and such breach, if capable of cure, continues
unremedied  for a period of fifteen (15) business  days;  provided that prior to
the expiration of such fifteen (15) business day period,  the Company may send a
Default Request Notice.  Upon receipt of the Default Request Notice,  the Holder
may, in its sole discretion,  deny such request;  however, in the event that the
Holder either (i) expressly  grants such request or (ii) has not respond to such
request within three (3) business days of receipt of the Default Request Notice,
the Holder shall forbear from  declaring an Event of Default for such  sixty-day
period; PROVIDED,  HOWEVER, that during such sixty-day period, the Company shall
commence to cure such default  within such period in  accordance  with such plan
and shall proceed continuously in good faith and with due diligence to cure such
default in accordance with such plan.

                           (C)      The  Company  or  any  of  its  Subsidiaries
attempts to terminate,  challenges the validity of, or its liability  under, the
Purchase Agreement or any Related Agreement.

                           (D)      Any  proceeding  shall  be  brought  by  the
Company or any of its Subsidiaries to challenge the validity,  binding effect of
the Purchase Agreement or any Related Agreement.

                           (E)      The   Purchase   Agreement  or  any  Related
Agreement  ceases  to be a valid,  binding  and  enforceable  obligation  of the
Company or any of its Subsidiaries (to the extent such persons or entities are a
party thereto).

                  (l)      STOP TRADE.  If at any time  following  the increased
authorization  of Common  Stock  contemplated  by Section  6.3 of the  Purchaser
Agreement,  any SEC stop trade order or, once the Company has become listed on a
Principal  Market,  a Principal  Market trading  suspension of the Common Stock,
shall be in effect for five (5)  consecutive  business days or five (5) business
days during a period of ten (10)  consecutive  business  days,  excluding in all
cases a  suspension  of all trading on a  Principal  Market,  provided  that the
Company shall not have been able to cure such trading  suspension  within thirty
(30)  business  days of the notice  thereof or list


                                       5
<PAGE>

the Common Stock on another  Principal Market within sixty (60) business days of
such notice; or

                           (m)      FAILURE  TO  DELIVER   COMMON   STOCK.   The
Company's  failure to deliver the  instructions  to the transfer  agent within 1
business day and to use its best efforts to cause the transfer  agent to deliver
Common Stock to the Holder  within three  business  days  pursuant to and in the
form required by the Warrant as required  under  Section  9.1(b) of the Purchase
Agreement.

                  3.2      DEFAULT INTEREST. Following the occurrence and during
the  continuance  of an Event of Default  but subject to the  provisions  of the
Subordination  Agreement, the Company shall pay additional interest on this Note
(i.e.,  in  addition  to the  Contract  Rate) in an amount  equal to two percent
(2.0%) per month, and all outstanding  obligations under this Note, the Purchase
Agreement and each other Related  Agreement,  including unpaid  interest,  shall
continue to accrue interest at the Contract Rate plus such  additional  interest
rate from the date of such Event of Default until the date such Event of Default
is cured or waived.

                  3.3      DEFAULT PAYMENT.  Following the occurrence and during
the  continuance  of an Event of Default  but subject to the  provisions  of the
Subordination Agreement, the Holder, at its option, may demand repayment in full
of all  obligations  and  liabilities  owing by Company to the Holder under this
Note,  the Purchase  Agreement  and/or any other Related  Agreement,  including,
without limitation, all outstanding principal,  accrued but unpaid interest, all
other fees then  remaining  unpaid and all other amounts  payable  hereunder and
under the Purchase Agreement and the other Related Agreements, and/or may elect,
in  addition  to all  rights  and  remedies  of the  Holder  under the  Purchase
Agreement and the other Related  Agreements and all  obligations and liabilities
of the Company under the Purchase Agreement and the other Related Agreements, to
accelerate  the  obligations  and  require  the  Company  to make a Default  and
Acceleration Payment ("ACCELERATION PAYMENT"). The Acceleration Payment shall be
equal to 15% of the outstanding  principal  amount of the Note. The Acceleration
Payment  shall  be  applied  first to any fees  due and  payable  to the  Holder
pursuant  to  this  Note,  the  Purchase  Agreement  and/or  the  other  Related
Agreements, then to accrued and unpaid interest due on this Note and then to the
outstanding  principal  balance of this Note. The Acceleration  Payment shall be
due and payable immediately on the date that the Holder has exercised its rights
pursuant to this Section 3.3.

                                   ARTICLE IV
                                  MISCELLANEOUS

                  4.1      CUMULATIVE  REMEDIES.  The  remedies  under this Note
shall be cumulative.

                  4.2      FAILURE OR INDULGENCE NOT WAIVER. No failure or delay
on the  part of the  Holder  hereof  in the  exercise  of any  power,  right  or
privilege  hereunder shall operate as a waiver thereof,  nor shall any single or
partial exercise of any such power, right or privilege preclude other or further
exercise  thereof  or of any other  right,  power or  privilege.  All rights and
remedies existing  hereunder are cumulative to, and not exclusive of, any rights
or remedies otherwise available.


                                       6
<PAGE>

                  4.3      NOTICES.  Any notice herein  required or permitted to
be given shall be in writing  and shall be deemed  effectively  given:  (a) upon
personal  delivery to the party  notified,  (b) when sent by confirmed  telex or
facsimile if sent during normal  business  hours of the  recipient,  and if not,
then on the next business day, (c) four (4) business days after having been sent
by registered or certified mail, return receipt requested,  postage prepaid,  or
(d) one business day after deposit on a business day in time for that  evening's
pickup with a nationally recognized overnight courier, with the cost of delivery
prepaid or for the account of the sender,  specifying  next day  delivery,  with
written verification of receipt. All communications shall be sent to the Company
at the  address  provided  in the  Purchase  Agreement  executed  in  connection
herewith,  and to the Holder at the address  provided in the Purchase  Agreement
for such Holder,  with a copy to John E. Tucker,  Esq.,  825 Third Avenue,  14th
Floor,  New York, New York 10022,  facsimile  number (212) 541-4434,  or at such
other address as the Company or the Holder may designate by ten (10 days advance
written notice to the other parties hereto.

                  4.4      AMENDMENT   PROVISION.   The  term   "Note"  and  all
references  thereto,  as  used  throughout  this  instrument,  shall  mean  this
instrument as  originally  executed,  or if later  amended,  modified,  restated
and/or  supplemented from time to time, then as so amended,  modified,  restated
and/or  supplemented,  and any successor instrument as such successor instrument
may be amended,  modified,  restated and/or  supplemented.  This Note may not be
supplemented,  modified,  amended,  restated,  waived,  extended,  discharged or
terminated orally. This Note may only be (i) supplemented,  modified, amended or
restated in a writing signed by the Company and the Purchaser (or in the case of
a restated  or  replacement  note,  consented  to in a  separate  writing by the
Purchaser  if the  Purchaser  elects  not to sign such  note)  and (ii)  waived,
extended,  discharged or  terminated in a writing  signed by the Company and the
Purchaser.

                  4.5      ASSIGNABILITY.  This Note shall be  binding  upon the
Company and its  successors  and assigns,  and shall inure to the benefit of the
Holder and its  successors and assigns,  and may be assigned by the Holder,  all
solely in accordance with the Purchase Agreement. The Company may not assign any
of its  obligations  under this Note  without the prior  written  consent of the
Holder, any such purported assignment without such consent being null and void.

                  4.6      COST OF  COLLECTION.  In case of any Event of Default
under  this  Note,  the  Company  shall  pay  the  Holder  reasonable  costs  of
collection, including reasonable attorneys' fees.

                  4.7      GOVERNING LAW, JURISDICTION AND WAIVER OF JURY TRIAL.

                           (a)      THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED
AND ENFORCED IN ACCORDANCE  WITH THE  APPLICABLE  LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

                           (b)      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 EXCLUSIVE  JURISDICTION  TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES
BETWEEN  THE  COMPANY,  ON THE ONE HAND,  AND THE  HOLDER,  ON THE  OTHER  HAND,
PERTAINING TO THIS NOTE OR ANY OF THE OTHER RELATED  AGREEMENTS OR TO ANY MATTER
ARISING  OUT


                                       7
<PAGE>

OF OR RELATED TO THIS NOTE OR ANY OF THE RELATED AGREEMENTS;  PROVIDED, THAT THE
COMPANY  ACKNOWLEDGES 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 NOTE  SHALL BE DEEMED OR  OPERATE  TO
PRECLUDE THE HOLDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION 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 HOLDER.  THE  COMPANY  EXPRESSLY  SUBMITS AND  CONSENTS IN
ADVANCE TO SUCH  JURISDICTION IN ANY ACTION OR SUIT 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  ACTION OR SUIT AND  AGREES  THAT  SERVICE  OF SUCH  SUMMONS,
COMPLAINT  AND OTHER  PROCESS MAY BE MADE BY FEDERAL  EXPRESS OR  REGISTERED  OR
CERTIFIED MAIL ADDRESSED TO THE COMPANY AT THE ADDRESS SET FORTH IN THE PURCHASE
AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF
THE COMPANY'S  ACTUAL RECEIPT THEREOF OR FOUR (4) BUSINESS DAYS AFTER DEPOSIT IN
THE U.S. MAILS FOR DELIVERY BY SUCH MAIL AND PROPER POSTAGE PREPAID.

                           (c)      THE  COMPANY  DESIRES  THAT ITS  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
COMPANY  HERETO  WAIVES  ALL  RIGHTS TO TRIAL BY JURY IN ANY  ACTION,  SUIT,  OR
PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR
OTHERWISE  BETWEEN THE HOLDER AND THE COMPANY  ARISING OUT OF,  CONNECTED  WITH,
RELATED OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION
WITH THIS NOTE, ANY OTHER RELATED  AGREEMENT OR THE TRANSACTIONS  RELATED HERETO
OR THERETO.

                  4.8      SEVERABILITY. In the event that any provision of this
Note is finally  determined to be 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 Note.

                  4.9      MAXIMUM  PAYMENTS.  Nothing contained herein shall be
deemed to  establish  or  require  the  payment of a rate of  interest  or other
charges in excess of the maximum  permitted by applicable law. In the event that
the rate of interest  required to be paid or other charges  hereunder exceed the
maximum rate  permitted by such law, any payments in excess of such maximum rate
shall be  credited  against  amounts  owed by the Company to the Holder and thus
refunded to the Company.


                                       8
<PAGE>

                  4.10     SECURITY  INTEREST  AND  GUARANTEE.  Subject  to  the
provisions  of the  Subordination  Agreement,  the  Purchaser has been granted a
security  interest (i) in certain assets of the Company and its  Subsidiaries as
more fully described in the Master Security Agreement dated as of June 30, 2006,
(ii) in the equity  interests  of the  Companies'  Subsidiaries  pursuant to the
Stock  Pledge  Agreement  dated  as of June  30,  2006;  and  (iii)  in  certain
intellectual  property  of the  Company  and  its  Subsidiaries  as  more  fully
described in the Intellectual  Property Security  Agreement dated as of June 30,
2006 as  supplemented  by that certain  Reaffirmation  Agreement  dated December
,2006.  The  obligations  of the Company  under this Note are  guaranteed to the
Purchaser  by certain  Subsidiaries  of the Company  pursuant to the  Subsidiary
Guaranty dated as of the date hereof, subject, however, to the provisions of the
Subordination Agreement.

                  4.11     CONSTRUCTION.  Each party acknowledges that its legal
counsel participated in the preparation of this Note 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 Note to favor
any party against the other.

                  4.12     REGISTERED OBLIGATION.  This Note is intended to be a
registered   obligation  within  the  meaning  of  Treasury  Regulation  Section
1.871-14(c)(1)(i)  and the Company (or its agent) shall  register this Note (and
thereafter shall maintain such registration) as to both principal and any stated
interest. Notwithstanding any document, instrument or agreement relating to this
Note to the  contrary,  transfer  of this Note (or the right to any  payments of
principal or stated  interest  thereunder) may only be effected by (i) surrender
of this Note and either the  reissuance  by the  Company of this Note to the new
holder or the issuance by the Company of a new instrument to the new holder,  or
(ii)  transfer  through a book entry  system  maintained  by the Company (or its
agent), within the meaning of Treasury Regulation Section 1.871-14(c)(1)(i)(B).

                  4.13     PROVISIONS  OF THE PURCHASE  AGREEMENT.  This Note is
the Note referred to in the Purchase Agreement and other Related Agreements.

                  4.14     ENTIRE AGREEMENT.  This Note constitutes the full and
entire  understanding  and  agreement  between  the  parties  with regard to the
subjects  hereof,  and supersedes  and  completely  replaces 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) with
regard to the subjects hereof except as specifically set forth herein.

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


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<PAGE>

                  IN WITNESS  WHEREOF,  the Company has caused this Secured Term
Note to be signed in its name effective as of this 30th day of June, 2006.


                                           TRUEYOU.COM INC.


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

SIGNATURE WITNESS:
(NOT AN ENDORSEMENT, ACCOMMODATION
OR SIGNATURE GUARANTY)





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