SUBSIDIARY
      GUARANTY

     

    THIS
      SUBSIDIARY GUARANTY
      (this
“Subsidiary
      Guaranty”),
      dated
      as of July 15, 2008, among Igia, Inc., a Delaware corporation (the “Company”),
      Tactica International, Inc., a Nevada corporation; Kleenfast, Inc., a Delaware
      corporation and Shopflash, Inc., a Delaware corporation (individually a
“Subsidiary
      Guarantor”
and
      collectively, the “Subsidiary
      Guarantors”),
      for
      the benefit of the secured parties signatory hereto and their respective
      endorsees, transferees and assigns (individually a “Secured
      Party”
and
      collectively, the “Secured
      Parties”).

     

    W
      I T
      N E S S E T H:

     

    WHEREAS,
      pursuant to a Securities Purchase Agreement, dated the date hereof, between
      Company and the Secured Parties (the “Purchase
      Agreement”),
      Company has agreed to issue to the Secured Parties and the Secured Parties
      have
      agreed to purchase from Company certain of Company’s 15% Callable Secured
      Convertible Notes, due three years from the date of issue (the “Notes”),
      which
      are convertible into shares of Company’s Common Stock, par value $.001 per share
      (the “Common
      Stock”).
      In
      connection therewith, Company shall issue the Secured Parties certain Common
      Stock purchase warrants (the “Warrants”);
      and

     

    WHEREAS,
      the Company and the Subsidiary Guarantors have been, and are now, engaged in
      direct marketing and distribution of proprietary and branded personal care
      and
      home care products; and

     

    WHEREAS,
      the Subsidiary Guarantors constitute all of the subsidiaries of the Company
      and
      it is in the best interest of the Subsidiary Guarantors as subsidiaries of
      the
      Company and the indirect beneficiaries of the Purchase Agreement and Notes,
      that
      the Secured Parties enter into the Purchase Agreement and purchase the Notes
      to
      the Company; and

     

    WHEREAS,
      as a material inducement to the Secured Parties to enter into the Purchase
      Agreement and Notes, the Secured Parties have required and the Subsidiary
      Guarantors have agreed to unconditionally guarantee the timely and full
      satisfaction of all obligations of the Company, whether matured or unmatured,
      now or hereafter existing or created and becoming due and payable (the
“Obligations”)
      to the
      Secured Parties, their successors, endorsees, transferees or assigns under
      the
      Transaction Documents (as defined in the Purchase Agreement); and 

     

    WHEREAS,
      in light of the foregoing, each Subsidiary Guarantor expects to derive
      substantial benefit from the Purchase Agreement and sale of the Notes and the
      transactions contemplated thereby and, in furtherance thereof, has agreed to
      execute and deliver this Subsidiary Guaranty.

     

    NOW,
      THEREFORE, in consideration of the foregoing recitals, and the mutual covenants
      contained herein, the parties hereby agree as follows:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    1. Guaranty.
      The
      Subsidiary Guarantors, jointly and severally, hereby absolutely, unconditionally
      and irrevocably guarantee to the Secured Parties, their successors, endorsees,
      transferees and assigns the due and punctual performance and payment of the
      Obligations owing to the Secured Parties, their successors, endorsees,
      transferees or assigns when due, all at the time and place and in the amount
      and
      manner prescribed in, and otherwise in accordance with, the Transaction
      Documents, regardless of any defense or set-off counterclaim which the Company
      or any other person may have or assert, and regardless of whether or not the
      Secured Parties or anyone on behalf of the Secured Parties shall have instituted
      any suit, action or proceeding or exhausted its remedies or taken any steps
      to
      enforce any rights against the Company or any other person to compel any such
      performance or observance or to collect all or part of any such amount, either
      pursuant to the provisions of the Transaction Documents or at law or in equity,
      and regardless of any other condition or contingency. 

     

    2. Waiver
      of Demand.
      The
      Subsidiary Guarantors hereby unconditionally: (i) waives any requirement that
      the Secured Parties, in the event of a breach in any material respect by the
      Company of any of its representations or warranties in the Transaction
      Documents, first make demand upon, or seek to enforce remedies against, the
      Company or any other person before demanding payment of enforcement hereunder;
      (ii) covenants that this Subsidiary Guaranty will not be discharged except
      by
      complete performance of all the Obligations; (iii) agrees that this Subsidiary
      Guaranty shall remain in full force and effect without regard to, and shall
      not
      be affected or impaired, without limitation, by, any invalidity, irregularity
      or
      unenforceability in whole or in part of the Transaction Documents or any
      limitation on the liability of the Company thereunder, or any limitation on
      the
      method or terms of payment thereunder which may now or hereafter be caused
      or
      imposed in any manner whatsoever; and (iv) waives diligence, presentment and
      protest with respect to, and notice of default in the performance or payment
      of
      any Obligation by the Company under or in connection with the Transaction
      Documents.

     

    3. Absolute
      Obligation.
      Each
      Subsidiary Guarantor acknowledges and agrees that (i) no Secured Party has
      made
      any representation or warranty to such Subsidiary Guarantor with respect to
      the
      Company, any of its subsidiaries, any Transaction Documents or any agreement,
      instrument or document executed or delivered in connection therewith, or any
      other matter whatsoever, and (ii) such Subsidiary Guarantor shall be liable
      hereunder, and such liability shall not be affected or impaired, irrespective
      of
      (A) the validity or enforceability of any Transaction Documents, or any
      agreement, instrument or document executed or delivered in connection therewith,
      or the collectability of any of the Obligations, (B) the preference or priority
      ranking with respect to any of the Obligations, (C) the existence, validity,
      enforceability or perfection of any security interest or collateral security
      under any Transaction Documents, or the release, exchange, substitution or
      loss
      or impairment of any such security interest or collateral security, (D) any
      failure, delay, neglect or omission by any Secured Party to realize upon or
      protect any direct or indirect collateral security, indebtedness, liability
      or
      obligation, any Transaction Documents, or any agreement, instrument or document
      executed or delivered in connection therewith, or any of the Obligations, (E)
      the existence or exercise of any right of set-off by any Secured Party, (F)
      the
      existence, validity or enforceability of any other guaranty with respect to
      any
      of the Obligations, the liability of any other person in respect of any of
      the
      Obligations, or the release of any such person or any other guarantor of any
      of
      the Obligations, (G) any act or omission of any Secured Party in connection
      with
      the administration of any Transaction Documents or any of the Obligations,
      (H)
      the bankruptcy, insolvency, reorganization or receivership of, or any other
      proceeding for the relief of debtors commenced by or against, any person, (I)
      the disaffirmance or rejection, or the purported disaffirmance or purported
      rejection, of any of the Obligations, any Transaction Documents, or any
      agreement, instrument or document executed or delivered in connection therewith,
      in any bankruptcy, insolvency, reorganization or receivership, or any other
      proceeding for the relief of debtor, relating to any person, (J) any law,
      regulation or decree now or hereafter in effect which might in any manner affect
      any of the terms or provisions of any Transaction Documents, or any agreement,
      instrument or document executed or delivered in connection therewith or any
      of
      the Obligations, or which might cause or permit to be invoked any alteration
      in
      the time, amount, manner or payment or performance of any of the Company's
      obligations and liabilities (including the Obligations), (K) the merger or
      consolidation of the Company into or with any person, (L) the sale by the
      Company of all or any part of its assets, (M) the fact that at any time and
      from
      time to time none of the Obligations may be outstanding or owing to any Secured
      Party, (N) any amendment or modification of, or supplement to, any Transaction
      Documents, or (O) any other reason or circumstance which might otherwise
      constitute a defense available to or a discharge of the Company in respect
      of
      its obligations or liabilities (including the Obligations) or of such Subsidiary
      Guarantor in respect of any of the Obligations (other than by the performance
      in
      full thereof).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4. Release.
      The
      obligations, covenants, agreements and duties of the Subsidiary Guarantors
      hereunder shall not be released, affected or impaired by any assignment or
      transfer, in whole or in part, of the Transaction Documents or any Obligation,
      although made without notice to or the consent of the Subsidiary Guarantors,
      or
      any waiver by the Secured Parties, or by any other person, of the performance
      or
      observance by the Company or the Subsidiary Guarantors of any of the agreements,
      covenants, terms or conditions contained in the Transaction Documents, or any
      indulgence in or the extension of the time or renewal thereof, or the
      modification or amendment (whether material or otherwise), or the voluntary
      or
      involuntary liquidation, sale or other disposition of all or any portion of
      the
      stock or assets of the Company or the Subsidiary Guarantors, or any
      receivership, insolvency, bankruptcy, reorganization, or other similar
      proceedings, affecting the Company or the Subsidiary Guarantors or any assets
      of
      the Company or the Subsidiary Guarantors, or the release of any proper from
      any
      security for any Obligation, or the impairment of any such property or security,
      or the release or discharge of the Company or the Subsidiary Guarantors from
      the
      performance or observance of any agreement, covenant, term or condition
      contained in or arising out of the Transaction Documents by operation of law,
      or
      the merger or consolidation of the Company, or any other cause, whether similar
      or dissimilar to the foregoing.

     

    5. Subrogation.

     

    (a) Unless
      and until complete performance of all the Obligations, the Subsidiary Guarantors
      shall not be entitled to exercise any right of subrogation to any of the rights
      of the Secured Parties against the Company or any collateral security or
      guaranty held by the Secured Parties for the payment or performance of the
      Obligations, nor shall the Subsidiary Guarantors seek any reimbursement from
      the
      Company in respect of payments made by the Subsidiary Guarantors
      hereunder.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b) In
      the
      extent that the Subsidiary Guarantors shall become obligated to perform or
      pay
      any sums hereunder, or in the event that for any reason the Company is now
      or
      shall hereafter become indebted to the Subsidiary Guarantors, the amount of
      such
      sum shall at all times be subordinate as to lien, time of payment and in all
      other respects, to the amounts owing to the Secured Parties under the
      Transaction Documents and the Subsidiary Guarantors shall not enforce or receive
      payment thereof until all Obligations due to the Secured Parties under the
      Transaction have been performed or paid. Nothing herein contained is intended
      or
      shall be construed to give to the Subsidiary Guarantors any right of subrogation
      in or under the Transaction Documents, or any right to participate in any way
      therein, or in any right, title or interest in the assets of the Secured
      Parties.

     

    6. Application
      of Proceeds; Release.
      The
      proceeds of any sale or enforcement of or against all or any part of the cash
      or
      collateral at the time held by the Secured Parties hereunder, shall be applied
      by the Secured Parties first to the payment of the reasonable costs of any
      such
      sale or enforcement, then to the payment of the principal amount or stated
      valued (as applicable) of, and interest or dividends (as applicable) and any
      other payments due in respect of, the Obligations. The remainder, if any, shall
      be paid to the Subsidiary Guarantors. As used in this Subsidiary Guaranty,
      “proceeds”
shall
      mean cash, securities and other property realized in respect of.

     

    7. Representations
      and Warranties.

     

    (a) The
      Subsidiary Guarantors hereby represent and warrant to the Secured Parties
      that:

     

    (i) this
      Subsidiary Guaranty constitutes a legal, valid and binding obligation of the
      Subsidiary Guarantors, enforceable in accordance with its terms, except as
      such
      enforcement may be limited by bankruptcy, insolvency, acts of government,
      governmental or regulatory agency, moratorium or other laws which may affect
      creditors' rights and remedies generally and by general principles of
      equity..

     

    (ii) Except
      as
      set forth on Schedule
      7(a),
      the
      execution, delivery and performance of this Subsidiary Guaranty and other
      instruments contemplated herein will not violate any provision of any order
      or
      decree of any court or governmental instrumentality or of any mortgage,
      indenture, contract or other agreement to which the Subsidiary Guarantors are
      a
      party or by which the Subsidiary Guarantors may be bound, and will not result
      in
      the creation or imposition of any lien, charge or encumbrance on, or security
      interest in, any of the Subsidiary Guarantors’ properties pursuant to the
      provisions of such mortgage, indenture, contract or other
      agreement.

     

    (iii) all
      representations and warranties relating to it contained in the Purchase
      Agreement are true and correct.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b) The
      Company represents and warrants to the Secured Parties that it has no knowledge
      that any of the representations or warranties of the Subsidiary Guarantors
      herein are incorrect or false in any material respect.

     

    8. No
      Waiver; No Election of Remedies.
      No
      failure on the part of the Secured Parties to exercise, and no delay in
      exercising, any right, power or remedy hereunder shall operate as a waiver
      thereof; nor shall any single or partial exercise by the Secured Parties of
      any
      right, power or remedy preclude any other or further exercise thereof or the
      exercise of any other right, power or remedy. The remedies herein provided
      are
      cumulative and are not exclusive of any remedies provided by law. In addition,
      the exercise of any right or remedy of the Secured Parties at law or equity
      or
      under this Subsidiary Guaranty or any of the documents shall not be deemed
      to be
      an election of Pledgee’s rights or remedies under such documents or at law or
      equity.

     

    9. Termination.
      This
      Subsidiary Guaranty shall terminate on the date on which all Obligations have
      been performed, satisfied, paid or discharged in full.

     

    10. Further
      Assurances.
      The
      parties hereto agree that, from time to time upon the written request of any
      party hereto, they will execute and deliver such further documents and do such
      other acts and things as such party may reasonably request in order fully to
      effect the purposes of this Subsidiary Guaranty. 

     

    11. Miscellaneous.

     

    (a) Payment
      of Fees.
      The
      Subsidiary Guarantors and the Company jointly and severally agree to pay all
      costs including all reasonable attorneys’ fees and disbursements incurred by the
      Secured Parties in enforcing this Subsidiary Guaranty in accordance with its
      terms.

     

    (b) Modification.
      This
      Subsidiary Guaranty contains the entire understanding between the parties with
      respect to the subject matter hereof and specifically incorporates all prior
      oral and written agreements relating to the subject matter hereof. No portion
      or
      provision of this Subsidiary Guaranty may be changed, modified, amended, waived,
      supplemented, discharged, canceled or terminated orally or by any course of
      dealing, or in any manner other than by an agreement in writing, signed by
      the
      party to be charged.

     

    (c) Notice.
      Any and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be in writing and shall be deemed given and effective
      on the earliest of (i) the date of transmission, if such notice or communication
      is delivered via facsimile at the facsimile telephone number specified in this
      Section prior to 6:30 p.m. (New York City time) on a Business Day (as defined
      in
      the Purchase Agreement), (ii) the Business Day after the date of transmission,
      if such notice or communication is delivered via facsimile at the facsimile
      telephone number specified in this Subsidiary Guaranty later than 6:30 p.m.
      (New
      York City time) on any date and earlier than 11:59 p.m. (New York City time)
      on
      such date, (iii) the Business Day following the date of mailing, if sent by
      nationally recognized overnight courier services, or (iv) upon actual receipt
      by
      the party to whom such notice is required to be given. The address for such
      notices and communications shall be as follows:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    

      
        	
                If
                  to the Company:

              	
                Igia,
                  Inc.

              
	 	
                Suite
                  288

              
	 	
                1173-A
                  2nd
                  Avenue

              
	 	
                New
                  York, NY 10021

              
	 	
                Attention:
                  President

              
	 	
                Telephone:     
                  (646) 734-4440

              
	 	
                Facsimile:       
                  _____________

              
	 	 
	
                With
                  copies to:

              	
                Paykin
                  Mahon Rooney & Krieg, LLP

              
	 	
                185
                  Madison Avenue

              
	 	
                New
                  York, NY 10016

              
	 	
                Attention:
                  Diane L. Bodenstein

              
	 	
                Telephone:     
                  (212) 725-4423

              
	 	
                Facsimile:     
                  (212) 684-9022

              
	 	 
	
                If
                  to the Subsidiary Guarantors:

              	
                Tactica
                  International, Inc.

              
	 	
                Suite
                  288

              
	 	
                1173-A
                  2nd
                  Avenue

              
	 	
                New
                  York, NY 10021

              
	 	
                Attention:
                  President

              
	 	
                Telephone:
                  (646) 734-4440

              
	 	
                Facsimile:
                  ____________

              
	 	 
	 	
                Kleenfast,
                  Inc.

              
	
                Suite
                  288

              	 
	 	
                1173-A
                  2nd
                  Avenue

              
	 	
                New
                  York, NY 10021

              
	 	
                Attention:
                  President

              
	 	
                Telephone:
                  (646) 734-4440

              
	 	
                Facsimile:
                  ____________

              
	 	 
	 	
                Shopflash,
                  Inc.

              
	
                Suite
                  288

              	 
	 	
                1173-A
                  2nd
                  Avenue

              
	 	
                New
                  York, NY 10021

              
	 	
                Attention:
                  President

              
	 	
                Telephone:
                  (646) 734-4440

              
	 	
                Facsimile:
                  ____________

              
	 	 
	
                If
                  to the Secured Parties:

              	
                AJW
                  Partners, LLC

              
	 	
                New
                  Millennium Capital Partners II, LLC

              
	 	
                AJW
                  Master Fund, Ltd.

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	 	
                1044
                  Northern Boulevard

              
	 	
                Suite
                  302

              
	 	
                Roslyn,
                  New York 11576

              
	 	
                Attention:
                   Corey Ribotsky

              
	 	
                Facsimile:  
                  516-739-7115

              
	 	 
	
                With
                  copies to:

              	
                Ballard
                  Spahr Andrews & Ingersoll, LLP

              
	 	
                1735
                  Market Street

              
	 	
                51st
                  Floor

              
	 	
                Philadelphia,
                  Pennsylvania 19103

              
	 	
                Attention: 
                  Gerald J. Guarcini, Esq.

              
	 	
                Telephone: 
                   215-864-8625

              
	 	
                Facsimile:   215-864-8999

              


      

    

     

    (d) Invalidity.
      If any
      part of this Subsidiary Guaranty is contrary to, prohibited by, or deemed
      invalid under applicable laws or regulations, such provision shall be
      inapplicable and deemed omitted to the extent so contrary, prohibited or
      invalid, but the remainder hereof shall not be invalidated thereby and shall
      be
      given effect so far as possible.

     

    (e) Benefit
      of Agreement.
      This
      Subsidiary Guaranty shall be binding upon and inure to the parties hereto and
      their respective successors and assigns.

     

    (f) Mutual
      Agreement.
      This
      Subsidiary Guaranty embodies the arm’s length negotiation and mutual agreement
      between the parties hereto and shall not be construed against either party
      as
      having been drafted by it.

     

    (g) New
      York Law to Govern.
      This
      Subsidiary Guaranty shall be governed by and construed and enforced in
      accordance with the internal laws of the State of New York without regard to
      the
      principals of conflicts of law thereof. Each party hereby irrevocably submits
      to
      the exclusive jurisdiction of the state and Federal courts sitting in the city
      of New York, borough of Manhattan, for the adjudication of any dispute hereunder
      or in connection herewith or with any transaction contemplated hereby or
      discussed herein, and hereby irrevocably waives, and agrees not to assert in
      any
      suit, action or proceeding, any claim that it is not personally subject to
      the
      jurisdiction of any such court or that such suit, action or proceeding is
      improper. Each party hereby irrevocably waives personal service of process
      and
      consents to process being served in any such suit, action or proceeding by
      mailing a copy thereof to such party at the address in effect for notices to
      it
      under this agreement and agrees that such service shall constitute good and
      sufficient service of process and notice thereof. Nothing contained herein
      shall
      be deemed to limit in any way any right to serve process in any manner permitted
      by law.

     

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    IN
      WITNESS WHEREOF, the parties hereto have caused this Guaranty and Pledge
      Agreement to be duly executed by their respective authorized persons as of
      the
      date first indicated above.

    
      	 	 	 
	 	
              COMPANY

              


              IGIA,
                INC.

            
	 
 	 
 	 
 
	 	By:  	
              /s/ Prem
                Ramchandani

            
	 	
              

            
	 	
              Prem
                Ramchandani

              President
                and Treasurer

            


    

    
      	
            	 	 
	 	
              
                 

                SUBSIDIARY
                  GUARANTORS:

                


                


                TACTICA
                  INTERNATIONAL,
                  INC.

              

            
	 
 	 
 	 
 
	 	By:  	
              /s/ Prem
                Ramchandani

            
	 	
              

            
	 	
              
                Prem
                  Ramchandani

                President
                  and Treasurer

              

            


      	
            	 	 
	 	
              
                 

                KLEENFAST,
                  INC.

              

            
	 
 	 
 	 
 
	 	By:  	
              /s/ Prem
                Ramchandani

            
	 	
              

            
	 	
              
                Prem
                  Ramchandani

                President
                  and Treasurer

              

            


      	
            	 	 
	 	
              
                 

                SHOPFLASH,
                  INC.

              

            
	 
 	 
 	 
 
	 	By:  	
              /s/ Prem
                Ramchandani

            
	 	
              

            
	 	
              
                Prem
                  Ramchandani

                President
                  and
                  Treasurer

              

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
            	 	 
	 	
              
                SECURED
                  PARTIES:

                
                  


                  


                  AJW
                    PARTNERS, LLC

                  By:
                    SMS Group, LLC

                

              

            
	 
 	 
 	 
 
	 	By:  	
              /s/ Corey
                S. Ribotsky

            
	 	
              

            
	 	
              
                
                  Corey
                    S. Ribotsky

                  Manager

                

              

            


    

    
      	
            	 	 
	 	
              
                 

                
                  
                    AJW
                      MASTER FUND, LTD.
By:
                    First Street Manager II,
                    LLC

                

              

            
	 
 	 
 	 
 
	 	By:  	
              /s/ Corey
                S. Ribotsky

            
	 	
              

            
	 	
              
                
                  Corey
                    S. Ribotsky

                  Manager

                

              

            


      	
            	 	 
	 	
              
                 

                
                  
                    NEW
                      MILLENNIUM CAPITAL PARTNERS II, LLC

                    
                      
                        
                          By:
                            First Street Manager II,
                            LLC

                        

                      

                    

                  

                

              

            
	 
 	 
 	 
 
	 	By:  	
              /s/ Corey
                S. Ribotsky

            
	 	
              

            
	 	
              
                
                  Corey
                    S. Ribotsky

                  Manager