AMENDMENT AND CONSENT

         AMENDMENT   AND   CONSENT,   dated  as  of  February   21,  2006  (this
"Amendment"),  by and among  TrueYou.com,  Inc.,  a  Delaware  corporation  (the
"Parent"),  Klinger Advanced  Aesthetics,  Inc., a Delaware corporation formerly
known as Advanced Aesthetics,  Inc. (the "Old Parent"),  and each of Anushka PBG
Acquisition  Sub, LLC, a Delaware  limited  liability  company  ("Anushka PBG"),
Anushka  Boca  Acquisition  Sub,  LLC,  a  Delaware  limited  liability  company
("Anushka  Boca"),  Wild Hare Acquisition Sub, LLC, a Delaware limited liability
company ("Wild Hare Acquisition"),  DiSchino Corporation,  a Florida corporation
("DiSchino"), and Klinger Advanced Aesthetics, LLC, a Delaware limited liability
company formerly known as Advanced K, LLC ("KAA, LLC"; each of KAA, LLC, Anushka
PBG,  Anushka Boca,  Wild Hare  Acquisition  and DiSchino  being herein called a
"Co-Borrower";  the  Co-Borrowers,  the Parent and the Old Parent  being  herein
collectively  called the  "Obligors"),  Technology  Investment  Capital Corp., a
Maryland  corporation,  as Collateral  Agent and Purchaser  (for the purposes of
this Amendment, the "Purchaser").

                                 R E C I T A L S

         A.  Reference is hereby made to that certain Note and Warrant  Purchase
Agreement,  dated as of March 31, 2004,  among the Old Parent,  the Co-Borrowers
and the Purchaser (the "Original Purchase Agreement").  Pursuant to the Original
Purchase   Agreement,   the  Purchaser  agreed  to  purchase,   subject  to  the
satisfaction of certain conditions,  senior secured promissory notes due 2009 of
the Co-Borrowers in a maximum aggregate principal amount of $10,000,000.

         B. Pursuant to amendments dated May 30, 2004, June 29, 2004,  September
30, 2004, March 15, 2005 and July 11, 2005, a Limited Waiver and Amendment dated
February 23, 2005, a Waiver and Amendment dated as of August 30, 2005, a Limited
Waiver and  Amendment  dated as of October 26,  2005,  an  Amendment to Note and
Warrant  Purchase  Agreement dated as of November 29, 2005, and a Limited Waiver
and  Amendment  dated as of December  20,  2005 (the  foregoing  amendments  and
waivers being herein collectively  called the "Amendments"),  certain amendments
were made to the Original  Purchase  Agreement,  certain  obligations  under the
Original  Purchase  Agreement were waived by the  Purchaser,  and the Parent was
joined as a party. The Original Purchase  Agreement as amended by the Amendments
is hereinafter  referred to as the "Existing  Purchase  Agreement".  Capitalized
terms used herein without definition shall have the respective meanings ascribed
to them in the Existing Purchase Agreement.

         C. The Obligors have requested,  and the Purchaser has agreed,  to make
certain  amendments to the Existing Purchase Agreement and to consent to certain
transactions.

         NOW,  THEREFORE,  in  consideration  of the foregoing  recitals and the
mutual  covenants  and  agreements  contained  herein,  and for  other  good and
valuable   consideration  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto agree as follows:

         1.  Amendment  to Section  7.1.  Section 7.1 of the  Existing  Purchase
Agreement is hereby deleted in its entirety and there is hereby inserted in lieu
thereof the following new Section 7.1:



                                     - 1 -
<PAGE>

                  7.1 MINIMUM  CONSOLIDATED  EBITDA. The Co-Borrowers shall not,
         at the end of any fiscal quarter,  permit  Consolidated  EBITDA for the
         four fiscal  quarters ended on such date to be less than the amount set
         forth below for such period:

        -------------------------------------------- ---------------------------
        FOUR FISCAL QUARTERS ENDED                   MINIMUM CONSOLIDATED EBITDA

        -------------------------------------------- ---------------------------
        June 30, 2007                                $2,000,000
        -------------------------------------------- ---------------------------
        September 30, 2007 and each fiscal quarter   $6,500,000
        thereafter
        -------------------------------------------- ---------------------------


         2.  Amendment  to Section  7.2.  Section 7.2 of the  Existing  Purchase
Agreement is hereby deleted in its entirety and there is hereby inserted in lieu
thereof the following new Section 7.2:

                  7.2 CONSOLIDATED  TOTAL DEBT TO CONSOLIDATED  EBITDA. For each
         fiscal quarter,  commencing June 30, 2006, the  Co-Borrowers  shall not
         permit the ratio of Consolidated  Total Debt to Consolidated  EBITDA as
         of the end of any fiscal quarter set forth below to be greater than the
         ratio set forth below:

        -------------------------------------------- ---------------------------
        FOUR FISCAL QUARTERS ENDED                   CONSOLIDATED TOTAL DEBT TO
                                                     CONSOLIDATED EBITDA RATIO

        -------------------------------------------- ---------------------------
        June 30, 2007                                5.00 to 1.00
        -------------------------------------------- ---------------------------
        September 30, 2007 and each fiscal quarter   2.00 to 1.00
        thereafter
        -------------------------------------------- ---------------------------

         3.  Amendment  to Section  7.3.  Section 7.3 of the  Existing  Purchase
Agreement is hereby deleted in its entirety and there is hereby inserted in lieu
thereof the following new Section 7.3:

                  7.3 CONSOLIDATED SENIOR DEBT RATIO. The Co-Borrowers shall not
         permit the  Consolidated  Senior Debt ratio as of the end of any fiscal
         quarter set forth below to be greater than the ratio set forth below:

        ------------------------------------------------ -----------------------
        FISCAL QUARTER ENDED                             MINIMUM CONSOLIDATED
                                                         SENIOR DEBT RATIO

        ------------------------------------------------ -----------------------
        March 31, 2007                                   15.00 to 1.00
        ------------------------------------------------ -----------------------
        June 30, 2007                                    8.50 to 1.00
        ------------------------------------------------ -----------------------
        September 30, 2007 and each fiscal quarter       2.00 to 1.00
        thereafter
        ------------------------------------------------ -----------------------



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<PAGE>

         4.  Amendment  to Section  7.4.  Section 7.4 of the  Existing  Purchase
Agreement is hereby deleted in its entirety and there is hereby inserted in lieu
thereof the following new Section 7.4:

                           7.4 MINIMUM UNIT EBITDAR. The Co-Borrowers shall not,
         at the end of any fiscal  quarter,  permit Unit  EBITDAR for any fiscal
         quarter  to be less than the  amount  set forth  below for such  fiscal
         quarter:

        ----------------------------------------------- -----------------------
        FISCAL QUARTER ENDED                            MINIMUM UNIT EBITDAR

        ----------------------------------------------- -----------------------
        December 31, 2005                               $1,600,000
        ----------------------------------------------- -----------------------
        March 31, 2006                                  $2,000,000
        ----------------------------------------------- -----------------------
        June 30, 2006                                   $2,250,000
        ----------------------------------------------- -----------------------
        September 30, 2006                              $2,250,000
        ----------------------------------------------- -----------------------
        December 31, 2006                               $2,250,000
        ----------------------------------------------- -----------------------
        March 31, 2007                                  $2,350,000
        ----------------------------------------------- -----------------------
        June 30, 2007                                   $2,350,000
        ----------------------------------------------- -----------------------
        September 30, 2007 and each fiscal quarter      $2,500,000
        thereafter
        ----------------------------------------------- -----------------------

         5.  Amendment  to Section  7.5.  Section 7.5 of the  Existing  Purchase
Agreement is hereby deleted in its entirety and there is hereby inserted in lieu
thereof the following new Section 7.5:

                           7.5 MINIMUM UNIT FIXED CHARGE RATIO. The Co-Borrowers
         shall not permit the Unit Fixed Charge Ratio for any fiscal  quarter to
         be less than the amount set forth below for such fiscal quarter:



                                     - 3 -
<PAGE>

        ------------------------------------------- --------------------------
        FISCAL QUARTER ENDED                        MINIMUM UNIT FIXED CHARGE
                                                    COVERAGE RATIO

        ------------------------------------------- --------------------------
        December 31, 2005                           1.10 to 1.00
        ------------------------------------------- --------------------------
        March 31, 2006                              1.20 to 1.00
        ------------------------------------------- --------------------------
        June 30, 2006                               1.40 to 1.00
        ------------------------------------------- --------------------------
        September 30, 2006                          1.40 to 1.00
        ------------------------------------------- --------------------------
        December 31, 2006                           1.40 to 1.00
        ------------------------------------------- --------------------------
        March 31, 2007                              1.50 to 1.00
        ------------------------------------------- --------------------------
        June 30, 2007                               1.50 to 1.00
        ------------------------------------------- --------------------------
        September 30, 2007 and each fiscal          2.50 to 1.00
        quarter thereafter
        ------------------------------------------- --------------------------

         6.  Amendment  to Section  7.6.  Section 7.6 of the  Existing  Purchase
Agreement is hereby deleted in its entirety and there is hereby inserted in lieu
thereof the following new Section 7.6:

                  7.6 MINIMUM  UNRESTRICTED  CASH BALANCE.  The Co-Borrowers (a)
         shall not permit the Unrestricted  Cash Balance on December 31, 2005 to
         be less than $9,500,000, and (b) shall not permit the Unrestricted Cash
         Balance at any time after December 31, 2005 and on or prior to June 30,
         2007 to be less than $2,500,000.  For the purposes of this Section 7.6,
         the term  "UNRESTRICTED CASH BALANCE" means, at any time, the aggregate
         amount of Cash and Cash  Equivalents of the Parent and its Subsidiaries
         at such time,  excluding any such Cash or Cash Equivalents that are (i)
         held in the Escrow Account, (ii) subject to any Lien (other than a Lien
         created  pursuant  to  the  Transactions   Documents),   or  (iii)  the
         disposition  or use of  which  by the  Parent  or its  Subsidiaries  is
         limited or  restricted  in any way pursuant to any escrow  agreement or
         other  agreement  or  instrument  (other  than  any of the  Transaction
         Documents other than the Escrow Account Control Agreement) to which the
         Parent or any of its Subsidiaries is a party.

         7. Amendment to Definition of Permitted Indebtedness.

         (a) Clause (d) of the definition of the term  "Permitted  Indebtedness"
appearing in Section 1 of the Existing  Purchase  Agreement is hereby amended by
deleting the term "$400,000" in the proviso to such clause and inserting in lieu
thereof the term "$2,000,000".

         (b) The  Obligors  hereby  further  agree that all amounts of Permitted
Indebtedness  of the type  described  in clause (d)  thereof  as hereby  amended
incurred by the Obligors  after the date of this  Amendment  shall be treated as
Capital Expenditures, as defined in Section 1 of the Existing Purchase Agreement
as hereby amended,  for all purposes  thereof,  including,  without  limitation,
Sections 6.3 and 6.4 thereof.



                                     - 4 -
<PAGE>

         8. Loans to Mark Potter and Atlantis Laboratories, Inc.

         (a) Subject to the  conditions  set forth in  subparagraph  (b) of this
paragraph 8, the Purchaser  hereby  consents to the following  transactions  and
agrees that such transactions  shall not be deemed to violate Section 6.7 or any
other provision of the Existing Purchase Agreement as amended by this Amendment:

                  (i)  the  extension  of a  construction  loan  in the  maximum
         principal  amount of  $650,000  by the Old  Parent to Mark  Potter  and
         Atlantis Laboratories, Inc., each having an address at 408 Hall Street,
         Conroe,  Texas  77301  (collectively,  the  "Borrowers"),  in  order to
         finance the  construction  by the Borrowers of certain  facilities (the
         "Facilities")  to be used to produce  certain  cosmetic  products to be
         manufactured  and sold in connection with the business of the Obligors,
         such  loan  to be  evidenced  by a  Construction  Loan  Agreement  (the
         "Construction  Loan  Agreement"),  a Construction  Loan Promissory Note
         (the  "Construction  Loan  Note"),  and a  Construction  Deed of Trust,
         Security Agreement,  Assignment of Leases and Rents, and Fixture Filing
         (the "Construction Deed of Trust"),  all substantially in the forms set
         forth in Exhibit A to this Amendment,  with such  additions,  deletions
         and  changes as shall be  approved  in writing by the  Purchaser  (such
         approval not to be unreasonably withheld or delayed); and

                  (ii) the extension of a loan in the maximum  principal  amount
         of $450,000 by the Old Parent to the  Borrowers in order to finance the
         purchase  by the  Borrowers  of  certain  real  property  on which  the
         Facilities  are  to  be  located  (the  "Property"),  such  loan  to be
         evidenced by a Loan  Agreement  (together  with the  Construction  Loan
         Agreement,  the "Loan Agreements"),  Promissory Note (together with the
         Construction  Loan  Note,  the  "Loan  Notes")  and a  Deed  of  Trust,
         Assignment  of  Rents  and  Security   Agreement   (together  with  the
         Construction Deed of Trust, the "Deeds of Trust"), all substantially in
         the  forms  set  forth  in  Exhibit  B to  this  Amendment,  with  such
         additions, deletions and changes as shall be approved in writing by the
         Purchaser (such approval not to be unreasonably withheld or delayed).

         (b) The effectiveness of the consent set forth in paragraph 8(a) hereof
shall be subject to the  satisfaction (or waiver by the Purchaser in writing) of
the following conditions:

                  (i) the definitive  versions of the loan documents referred to
         in  paragraph  8(a) shall be executed by all parties  thereto,  and the
         initial disbursements of loan funds by the Old Parent thereunder, shall
         occur not later than May 1, 2006;

                  (ii) at the time of the  execution of such loan  documents and
         disbursements  of loan funds  referred  to in the above  clause (i), no
         Default or Event of Default shall have occurred and be continuing;

                  (iii)   simultaneously   with  the   execution  of  such  loan
         documents, the Old Parent shall execute and deliver to the Purchaser an
         Assignment of Contracts and  Instruments  substantially  in the form of
         Exhibit C  hereto,  shall  pledge  and  deliver  to the  Purchaser  the
         originals of the Loan Notes,  accompanied by  appropriate  undated bond
         powers executed by the Old Parent in blank, and shall deliver originals
         or  copies  of  the  fully  executed



                                     - 5 -
<PAGE>

         Loan  Agreements  and all other  agreements  and documents  executed in
         connection  therewith;  the Old Parent shall promptly  thereafter  duly
         record  the  Deeds of Trust  and take all other  actions  necessary  or
         appropriate  to create and perfect a first priority  security  interest
         and lien in favor of the Old Parent in all real and  personal  property
         constituting  the Property and the Facilities;  shall thereupon  pledge
         and deliver the originals of the Deeds of Trust to the  Purchaser;  and
         all such Loan Notes,  Deeds of Trust and other agreements and documents
         shall be held by the Purchaser as  Collateral  Agent under the Security
         Agreement, subject to the terms thereof; and

                  (iv) all  advances of funds by the Old Parent  under such loan
         documents  shall be  treated  as  Capital  Expenditures,  as defined in
         Section 1 of the Existing Purchase Agreement as hereby amended, for all
         purposes thereof, including,  without limitation,  Sections 6.3 and 6.4
         thereof.

         9. Deposit of Additional  Escrow Amount. On the date of this Amendment,
the Co-Borrowers  shall deposit in the Escrow Account,  to be maintained therein
and  disposed  of in  accordance  with the terms of the Escrow  Account  Control
Agreement, an additional amount in cash equal to $1,000,000.

         10.  Representations  and  Warranties  of  the  Obligors.  Each  of the
Obligors represents and warrants to the Purchaser that:

         (a) After giving  effect to this  Amendment,  the  representations  and
warranties contained in Section 3 of the Existing Purchase Agreement are true in
all material respects on and as of the date hereof to the same extent as if made
on and as of the date hereof except to the extent that such  representations and
warranties  specifically  relate to an earlier date, in which case they are true
in all material respects as of such earlier date.

         (b) The execution,  delivery and performance by each of the Obligors of
this Amendment are within their  respective  corporate powers and have been duly
authorized  by all  necessary  corporate  action  on the  part of the  board  of
directors and stockholders of each respective  Obligor.  This Amendment has been
duly executed and delivered by each of the Obligors and is the legal,  valid and
binding  obligation  of each  Obligor,  enforceable  against  that  Obligor,  in
accordance  with its terms,  except to the extent that such  enforcement  may be
limited by applicable  bankruptcy,  insolvency  and other similar laws affecting
creditors' rights generally and by general principles of equity.

         (c) Neither the  execution and delivery by each of the Obligors of this
Amendment,  nor the  fulfillment of or compliance  with the terms and provisions
hereof,  will  conflict  with,  or result in a breach or violation of the terms,
conditions or provisions  of, or  constitute a default  under,  or result in the
creation of any Lien on any properties or assets of any Obligor pursuant to, the
Organizational Documents of such Obligor or any contract,  agreement,  mortgage,
indenture,  lease or  instrument to which such Obligor is a party or by which it
is bound or to which any of its assets are subject,  or any statute,  ordinance,
law, rule,  regulation,  order, writ, judgment,  injunction,  decree or award to
which such Obligor or any of its assets are subject.



                                     - 6 -
<PAGE>

         (d)  No  consent,   approval  or   authorization   of  or  declaration,
registration or filing with any  Governmental  Authority or any  nongovernmental
Person,  including,  without  limitation,  any  creditor or  stockholder  of any
Obligor,  is  required  in  connection  with the  execution  or delivery by such
Obligor of this Amendment or the  performance by such Obligor of its obligations
hereunder, or as a condition to the legality, validity or enforceability of this
Amendment or any provision hereof.

         11.  Effectiveness  of Amendment;  Payment of Expenses.  This Amendment
shall become  effective as of the date hereof upon the due  execution  hereof by
all parties hereto and  satisfaction of the  requirements of paragraph 9 hereof.
The Obligors  shall  promptly pay, or reimburse the Purchaser for, all costs and
expenses  of  the  Purchaser   incurred  in  connection  with  the  negotiation,
preparation and execution of this Amendment,  including  without  limitation the
fees and cash  disbursements of the Purchaser's  special counsel,  Nixon Peabody
LLP.

         12.  Effect  of  Amendment.   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  Existing  Purchase
Agreement or any of the other Transaction  Documents,  or the obligations of the
Obligors  thereunder,  and all terms,  conditions  and other  provisions  of the
Existing Purchase  Agreement and the Transaction  Documents shall remain in full
force and effect except to the extent specifically  amended,  modified or waived
pursuant to the provisions of this Amendment.

         13.  Counterparts.  This  Amendment  may be  executed  in any number of
counterparts,  each of which shall be deemed an original, and all of which taken
together shall be deemed to constitute one and the same instrument.  Delivery of
an executed  counterpart  of a signature  page of this  Amendment by telecopy or
other  electronic  means shall be effective  as delivery of a manually  executed
counterpart of this  Agreement.  Delivery of manually  executed  counterparts of
this Amendment shall immediately follow delivery by telecopy or other electronic
means, but the failure to so deliver a manually  executed  counterpart shall not
affect the validity, enforceability, or binding effect hereof.

         14.  Governing Law. THIS  AMENDMENT  SHALL BE GOVERNED BY AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         15.  Headings.  Section headings are included herein for convenience of
reference  only and shall not  constitute a part of this Amendment for any other
purposes.

              [THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]



                                     - 7 -
<PAGE>


         IN WITNESS WHEREOF,  the parties hereto have executed this Amendment as
of the day and year first written above.

                                     TRUEYOU.COM, INC.


                                     By:  /s/ Susan Riley
                                        ----------------------------------------
                                          Name:  Susan Riley
                                          Title: Chief Financial Officer


                                     KLINGER ADVANCED AESTHETICS, INC.

                                     By:  /s/ Susan Riley
                                        ----------------------------------------
                                          Name:  Susan Riley
                                          Title: Chief Financial Officer


                                     ANUSHKA PBG ACQUISITION SUB, LLC

                                     By:  /s/ Susan Riley
                                        ----------------------------------------
                                          Name:  Susan Riley
                                          Title: Chief Financial Officer


                                     ANUSHKA BOCA ACQUISITION SUB, LLC

                                     By:  /s/ Susan Riley
                                        ----------------------------------------
                                          Name:  Susan Riley
                                          Title: Chief Financial Officer


                                     WILD HARE ACQUISITION SUB, LLC

                                     By:  /s/ Susan Riley
                                        ----------------------------------------
                                          Name:  Susan Riley
                                          Title: Chief Financial Officer




                                     - 8 -
<PAGE>

                                     DISCHINO CORPORATION


                                     By:  /s/ Susan Riley
                                        ----------------------------------------
                                          Name:  Susan Riley
                                          Title: Chief Executive Officer


                                     KLINGER ADVANCED AESTHETICS, LLC

                                     By:  /s/ Susan Riley
                                        ----------------------------------------
                                          Name:  Susan Riley
                                          Title: Chief Executive Officer



                                     TECHNOLOGY INVESTMENT CAPITAL CORP.,
                                        as Collateral Agent and Purchaser


                                     By:  /s/ Saul B. Rosenthal
                                        ----------------------------------------
                                          Name:  Saul B. Rosenthal
                                          Title: President




                                     - 9 -