Exhibit 10.9 

**INTERCREDITORAND COLLATERAL AGENCY AGREEMENT**

                    INTERCREDITORAND COLLATERAL AGENCY AGREEMENT (this “Agreement”) dated as of March 16, 2007by and among Laurus Master Fund, Ltd., a Cayman Islands corporation (“Laurus”),North Sound Legacy International Ltd. (“NS International”), North Sound LegacyInstitutional Fund LLC (“NS Institutional and, together with NS International,“North Sound”), Andrew D. Lipman (“Lipman), and Seapine Investments LLC(“Seapine”, together with North Sound and Lipman, the “Investors” and togetherwith Laurus in its individual capacity, the “Secured Parties”) and Laurus, ascollateral agent (in such capacity, the “Collateral Agent”).

**PRELIMINARYSTATEMENTS**

                    Laurushas purchased a Secured Term Note in the original principal amount of$25,000,000 (as amended, modified or supplemented, the “June 2006 Note”) madeby TrueYou.Com Inc., a Delaware corporation (“Issuer”) pursuant to the terms ofthe Securities Purchase Agreement, dated as of June 30, 2006 by and between theIssuer and Laurus (as amended, modified or supplemented from time to time, the“June SPA” and, together with the Related Agreements referred to therein, eachas amended, modified or supplemented from time to time, the “June Laurus Documents”.

                    TheInvestors have purchased Secured Demand Notes in the aggregate originalprincipal amount of $2,000,000 (as amended, modified or supplemented, each a“March Investor Note” and, collectively, the “March Investor Notes” and, togetherwith the June Laurus Documents, the “Documents”) made by Issuer.

                    Tosecure the complete and prompt payment of all Obligations (as hereafterdefined), (1) Issuer and its Subsidiaries (as defined in the June LaurusDocuments; each Subsidiary shall hereinafter be referred to as an “Other Party”and, collectively, the “Other Parties”) has executed Security Documents (asdefined in the June Laurus Documents) in favor of Laurus granting to Laurus asecurity interest in all assets of the Issuer and each Other Party and (2)Issuer has executed the March Investor Notes in favor of the Investors grantingto such Investors a security interest in all assets of the Issuer and eachOther Party (the collateral referred to in the foregoing clauses (1) and (2)are hereinafter collectively referred to as the “Collateral”).

                    TheSecured Parties desire to appoint Collateral Agent to act as agent for theSecured Parties and their successors and assigns with respect to the Collateraland Collateral Agent desires to accept such appointment.

                    TheInvestors presently contemplate the purchase of further debt of the Issuerprior to March 31, 2007, on terms substantially in accordance with the termsheet attached hereto as Exhibit A, as the same may be revised by mutualagreement of all Investors (the “March Term Sheet”). Each Secured Party, theIssuer and each of the Other Parties contemplates that if, as and whendefinitive agreements are executed with respect to any additional loans and solong as the Secured Parties are party to such definitive agreements (it notbeing intended by this Agreement to create any obligation to lend by anySecured Party) then (i) this Agreement shall be superseded in all respects bythe definitive agreements executed in connection with such 

Intercreditor and Collateral Agency Agreement
transaction(s); (ii)that all Obligations outstanding pursuant to the March Investor Notes shallbecome Obligations identical to the debt issued in such transaction(s); and(iii) that definitive documents in respect of such transaction(s) shall reflect the rights andobligations of each such party as set forth in the March Term Sheet as the samemay be amended as set forth above. 

                    NOW,THEREFORE, for good and valuable consideration, the receipt and sufficiency ofwhich are hereby acknowledged, the Collateral Agent and the Secured Partiesagree as follows:

          SECTION1. Definitions. 

                    “DebtorParty” shall have the meaning ascribed thereto in Section 3 of thisAgreement.

                    “Obligations”shall mean all obligations and liabilities of the Issuer and its respectivesuccessor and assign under the June Laurus Documents and the March InvestorNotes.

                    “Person”means an individual, partnership, corporation (including a business trust),joint stock company, trust, unincorporated association, joint venture, limitedliability company or other entity, or a government or any political subdivisionor agency thereof.

                    “ProRata Share” means, when calculating a Secured Party’s portion of anydistribution or amount, on a dollar for dollar basis in respect of anyObligations at any time, an amount equal to a fraction, the numerator of whichis the then unpaid principal amount of such Obligations owing to or held bysuch Secured Party and the denominator of which is the aggregate principalamount of all Obligations owing by Issuer to all the Secured Parties entitledto receive that particular distribution and amount in accordance with Section8(a) at such time.

                    “SecurityInterests” means all security interests, liens, rights and interestsgranted by the Issuer and/or any Other Party for the benefit of any person inthe assets of the Issuer and/or any Other Party.

                    “ThirdParty Priority Security Interests” means any Security Interests granted forthe benefit of any person (other than Laurus) that has lien priority over theSecurity Interests granted for the benefit of the Investors; provided that“Third Party Priority Security Interests” shall not include any SecurityInterests that have lien priority over those granted for the benefit of Laurusas senior lender under the June Laurus Documents.

                    “UCC” means the Uniform Commercial Code as in effect from time to time.

          SECTION2. Authorization and Action. (a) The Secured Parties hereby (i) appointLaurus as the Collateral Agent for purposes of holding, maintaining andenforcing any and all rights and remedies of the Secured Parties in theCollateral (including, without limitation (1) the naming of the CollateralAgent, as agent for Secured Parties, as secured party in all UCC financingstatements filed or to be filed against Issuer and/or any Other Party (“FinancingStatements”) and (2) the execution of any and all Financing Statements bythe Collateral Agent on behalf and for the ratable benefit of the SecuredParties) from time to time granted by Issuer and/or any Other Party to securethe Obligations and (ii) authorize the Collateral Agent to take 

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such action as agent on their behalf and to exercisesuch powers and discretion under this Agreement and the other Documents as aredelegated to Collateral Agent and/or any Secured Party by the terms hereof andthereof, together with such other powers and discretion as are incidentalthereto, including, without limitation, acquiring, holding, and enforcing anyand all security interests and liens on the Collateral granted by the Issuer,any Other Party or any other Person to secure any Obligations. To secure thepayment and performance of the Obligations, Issuer, Other Parties and SecuredParties hereby acknowledge, confirm and agree that Collateral Agent has andshall continue to have for the benefit of the Secured Parties a continuingsecurity interest in all Collateral heretofore granted to the Collateral Agent,for the benefit of the Secured Parties pursuant to the applicable Documents,and, to the extent not otherwise granted to Collateral Agent, Issuer and OtherParties hereby assign, pledge and grant to Collateral Agent, for the ratablebenefit of Secured Parties, a continuing security interest in and to theCollateral.

          (b)The Collateral Agent may from time to time and at its sole discretion appointany other Person to act as the Collateral Agent’s sub-agent for purposes ofholding any lien or security interest granted under the Documents or exercisingrights and remedies thereunder at the direction of the Collateral Agent,subject to the terms of this Agreement. In this connection, such sub-agentsshall be entitled to the benefits of provisions of this Agreement as thoughsuch sub-agents were the “Collateral Agent” under this Agreement.

          (c)Notwithstanding any provision to the contrary in the Documents, the CollateralAgent shall have, with respect to the Issuer and the Other Parties, the dutiesand responsibilities expressly set forth in this Agreement and the otherDocuments, and no others, and the Collateral Agent shall not by reason of thisAgreement or any other Document be a trustee for, or have any fiduciaryobligations to, the Issuer or any Other Party, and no implied covenant,functions or responsibilities shall be read into this Agreement or the otherDocuments or otherwise exist against the Collateral Agent.

          (d)Except as set forth herein, Collateral Agent shall not be required to exerciseany discretion or take any action under any Document. Following the occurrenceand during the continuance of an Event of Default under and as defined in anyapplicable Document, Collateral Agent shall have the exclusive right to declarean Event of Default under and as defined in the applicable Document followingreceipt by Collateral Agent from any Secured Party of a Notice of Default (ashereinafter defined) and may commence exercising its rights and remedies underthe applicable Documents or under applicable law or otherwise authorize therequesting Secured Party to take such action on behalf of Collateral Agent.Notwithstanding anything contained herein to the contrary, Collateral Agentshall not be required to take any action which exposes it to personal liabilityor that is contrary to any Document or applicable law. For purposes hereof, theterm “Notice of Default” means a notice delivered by a Secured Party toCollateral Agent stating that an Event of Default under and as defined in aDocument has occurred and is continuing beyond any applicable cure or graceperiod.

          (e)In performing its functions and duties under this Agreement and the otherDocuments, Collateral Agent shall act solely as an agent of the Secured Partiesand does not assume and shall not be deemed to have assumed any obligation towardor relationship of agency or trust with or for Issuer, any Other Party or anyother Person. Collateral Agent shall have no duties or responsibilities exceptfor those expressly set forth in this Agreement. The duties of 

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Collateral Agent shall be mechanical andadministrative in nature and Collateral Agent shall not have, nor be deemed tohave, by reason of this Agreement, any other Document or otherwise, a fiduciaryrelationship in respect of any Secured Party. Except as expressly set forth inthis Agreement, Collateral Agent shall not have any duty to disclose, and shallnot be liable for failure to disclose, any information relating to Issuer orany Other Party that is communicated to or obtained by Collateral Agent or anyof its affiliates in any capacity.

          (f)If Collateral Agent shall request instructions from any Secured Party withrespect to any act or action (including failure to act) in connection with thisAgreement or any other Document, Collateral Agent shall be entitled to refrainfrom such act or taking such action unless and until Collateral Agent shallhave received instructions from such Secured Party and Collateral Agent shallnot incur liability to any Person by reason of so refraining. Collateral Agentshall be fully justified in failing or refusing to take any action hereunder orunder any other Document (i) if such action would, in the opinion of CollateralAgent, be contrary to law or the terms of this Agreement or any other Documentor (ii) if Collateral Agent shall not first be indemnified to its reasonablesatisfaction against any and all liability and expense which may be incurred byit by reason of taking or continuing to take any such action. Without limitingthe foregoing, no Secured Party shall have any right of action whatsoeveragainst Collateral Agent as a result of Collateral Agent’s acting or refrainingfrom acting hereunder or under any other Document in accordance with theinstructions of the Secured Parties.

          (g)Anything in this Agreement or any other Document to the contrarynotwithstanding, each Secured Party hereby agrees with each other Secured Partythat no Secured Party shall take any action to protect or enforce its rightsarising out of the Documents (including exercising any rights of setoff)without first obtaining the prior written consent of Collateral Agent, it beingthe intent of Secured Parties that any such action to protect or enforce rightsunder the Documents shall be taken in concert and at the direction or with theconsent of Collateral Agent.

          (h)The powers conferred on the Collateral Agent hereunder are solely to protectthe interest of the Secured Parties (including, without limitation, theCollateral Agent in its individual Secured Party capacity) in the Collateraland, except as expressly set forth in the preceding clause (d), shall notimpose any duty upon the Collateral Agent to exercise any such powers. Exceptfor the safe custody of any Collateral in its possession and the accounting formoneys actually received by it hereunder, the Collateral Agent shall have noduty as to any Collateral, whether or not the Collateral Agent or any SecuredParty has or is deemed to have knowledge of such matters, or as to the takingof any necessary steps to preserve the rights against any parties or any otherrights pertaining to any Collateral. 

          (i)The Issuer and each Other Party hereby consent and agree, upon request by theCollateral Agent, to execute and deliver such agreements, instruments anddocuments as the Collateral Agent may reasonably deem desirable to create,preserve and/or release the liens and security interests in the Collateral,including any release in connection with any sale, transfer or other dispositionof the Collateral or any part thereof in accordance with any Document, or forapplication thereof pursuant to the terms of the Documents.

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          SECTION3. Collateral Agent’s Reliance. Etc. Neither the Collateral Agent norany of its directors, officers, partners, managers, members, agents oremployees shall be liable for any action taken or omitted to be taken by it orthem under or in connection with this Agreement or any other Document, exceptfor its or their own gross negligence or willful misconduct (as determined by acourt of competent jurisdiction in a final and non-appealable decision).Without limiting the generality of the foregoing, the Collateral Agent: (a) mayconsult with its counsel, independent public accountants and other expertsselected by it and shall not be liable for any action taken or omitted to betaken in good faith by it in accordance with the advice of such counsel,accountants or experts; (b) makes no warranty or representation to any SecuredParty, the Issuer or any Other Party (hereinafter, the “Debtor Party”)and shall not be responsible to any Debtor Party for any statements, warrantiesor representations made in, or in connection with this Agreement by any thirdparty; (c) shall not have any duty to ascertain or to inquire as to theperformance or observance of any of the terms, covenants or conditions of anyDocument, including, the Financing Statements, on the part of any Debtor Partyor to inspect the property (including the books and records) of any DebtorParty; (d) shall not be responsible to any Debtor Party for the due execution,legality, validity, enforceability, genuineness, sufficiency or value of anyDocument, any of the Collateral or any other instrument or document furnishedpursuant hereto or thereto or the perfection or collectibility of anyCollateral; and (e) shall incur no liability under or in respect of anyDocument by acting upon any notice, consent, certificate or other instrument orwriting (which may be by electronic mail, telecopy, or otherwise) believed bythe Collateral Agent to be genuine and signed or sent by the proper party orparties.

          SECTION4. The Collateral Agent in Its Individual Capacity. With respect to theObligations owing to it under the Documents, the Collateral Agent in itsindividual capacity as a Secured Party shall have the same rights and powersunder the Documents as any other Secured Party and may exercise the same asthough it were not the Collateral Agent; and the term Secured Party shall,unless otherwise expressly indicated, include Laurus, in its individualcapacity or such other Person, or any other Person who is a Secured Partyserving as the Collateral Agent in its individual capacity. Any Person serving asthe Collateral Agent, and its affiliates may accept deposits from, lend moneyto, act as trustee under indentures of, accept other business engagements fromand generally engage in any kind of business with any Debtor Party, any of itsOther Parties and any Person who may do business with or own securities of anyDebtor Party, or any such Other Party, all as though such Person were not theCollateral Agent and without any duty to account therefor to any Debtor Party.

          SECTION5. Resignation of the Collateral Agent. The Collateral Agent may resignat any time as Collateral Agent under this Agreement by giving not less thanthirty (30) days prior written notice thereof to the Secured Parties. Followingany such resignation, the Collateral Agent shall give notice thereof to theIssuer; provided, that the failure to give such notice shall not affect the validityor effectiveness of such resignation. Upon any such resignation under thisAgreement, the Secured Parties shall have the right to appoint a successorCollateral Agent under this Agreement. If no successor Collateral Agent shallhave been so appointed by the Secured Parties, and shall have accepted suchappointment, within 30 days after the retiring Collateral Agent’s giving ofnotice of resignation, then the retiring Collateral Agent may, on behalf of theSecured Parties, appoint a successor Collateral Agent. Upon the acceptance ofany appointment as Collateral Agent hereunder by a successor Collateral Agentand upon the execution and filing or recording of such financing statements, oramendments thereto, and such other instruments or 

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notices, as may be necessary or desirable, or as theSecured Parties may request, in order to continue the perfection of the liensgranted by the Security Documents in accordance with the terms thereof, suchsuccessor Collateral Agent shall succeed to and become vested with, all therights, powers, discretion, privileges and duties of the retiring CollateralAgent and the retiring Collateral Agent shall be discharged from its duties andobligations under this Agreement without any other or further act or deed onthe part of such former Collateral Agent. After any retiring Collateral Agent’sresignation hereunder as Collateral Agent, the provisions of this Agreementshall inure to its benefit as to any actions taken or omitted to be taken by itwhile it was Collateral Agent under this Agreement.

          SECTION6. Sharing of Security Interests. So long as no Third Party PrioritySecurity Interests exist, any and all valid security interests, liens, rightsand interests of the Secured Parties, whether now or hereafter arising orexisting, in or on any or all of the Collateral shall have equal priority andshall rank equally and ratably (in accordance with each Secured Party’s ProRata Share). For purposes of the foregoing, any claim of a right of set-offshall be treated in all respects as a security interest and no claimed right ofset-off shall be asserted to defeat or diminish the rights or prioritiesprovided for herein. If any Secured Party, in its individual capacity, shallacquire a security interest or lien in any of the Collateral, such SecuredParty shall promptly assign and transfer such security interest or lien in theCollateral to Collateral Agent for the ratable benefit of the Secured Parties.

          SECTION7. Sharing of Payments. So long as no Third Party Priority SecurityInterests exist, in the event any payment or distribution on the Obligationsis made other than pursuant to the Documents (whether voluntarily,involuntarily, through the exercise of any right of banker’s lien, set-off orcounterclaim or otherwise), the Secured Party receiving such payment shallreceive and hold the same in trust, as trustee, for the benefit of the SecuredParties and shall forthwith deliver the same to the Collateral Agent. Each suchpayment or distribution set forth in the immediately preceding sentence, shallbe applied by the Collateral Agent in accordance with Section 8.Notwithstanding the foregoing, this Section 7 shall not apply to payments madeby Laurus (or any of its affiliates) to refinance existing indebtedness ofLaurus (or its assigns) under the June 2006 Documents.

          SECTION8. Application of Proceeds. So long as no Third Party Priority SecurityInterests exist: (a) All moneys collected by the Collateral Agent upon anycollection, sale or other disposition of any Collateral or upon receipt of anyinsurance proceeds relating to the Collateral and/or from guarantors under anyguaranty agreement constituting a Document or the exercise of rights orremedies with respect to any Document, shall be applied as follows:

                    (i)first, to the payment of (x) any and all sums advanced by the Collateral Agentafter the date hereof in order to preserve or protect the Collateral orpreserve or protect its security interest in the Collateral, (y) the reasonableout of-pocket fees and expenses of foreclosing, re-taking, holding, preparingfor sale or lease, selling or otherwise disposing or realizing on theCollateral, or of any exercise by the Collateral Agent of its rights orremedies hereunder (to the extent consistent with the provisions of Section 10of this Agreement) or under the other Documents, together with reasonableattorneys’ fees and expenses and court costs, incurred by Collateral Agent orany Secured Party in connection therewith (provided, however, 

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that the foregoing are not intended to include costsassociated with the Collateral Agent’s participation in the transaction(s)contemplated in the March Term Sheet);

                    (ii)second, to the extent moneys remain after the application pursuant to thepreceding clause (i), to the payment of any and all outstanding Obligationsowing to each Secured Party in accordance with such Secured Party’s Pro RataShare on a dollar for dollar basis; and

                    (iii)third, to the extent moneys remain after the application pursuant to thepreceding clauses (i) and (ii), any surplus then remaining shall be held byCollateral Agent as cash collateral pending payment in full of all Obligationsand irrevocable termination of the Documents, after which any remainder shallbe paid to the Issuer or as otherwise required by law or as a court ofcompetent jurisdiction shall direct.

          (b)For purposes of determining the amount payable to each Secured Party, theCollateral Agent shall be entitled to request each Secured Party to furnish itwith a written certification of the amount of Obligations then owed to it andshall be entitled to rely upon the amounts stated therein in making suchdistribution.

          (c)For purposes of applying payments received in accordance with this Section 8,the Collateral Agent shall be entitled to rely upon the Secured Parties for adetermination (which the Secured Parties by their acceptance of the benefits ofthis Agreement shall be obligated to provide upon request of the CollateralAgent) of the outstanding Obligations owed to each Secured Party. Unless it hasactual knowledge to the contrary, the Collateral Agent, in acting hereunder,shall be entitled to assume that no obligations other than principal andinterest are owing to any Secured Party.

Notwithstandingthe foregoing, this Section 8 shall not apply to payments made by Laurus (orany of its affiliates) to refinance existing indebtedness of Laurus (or itsassigns) under the June 2006 Documents.

          SECTION9. Waivers and Modifications of Documents. The terms and conditions ofthis Agreement shall not be amended, modified or waived in any respect withoutthe prior written consent of the Collateral Agent and each of the other SecuredParties.

          SECTION10. Indemnity and Expense. (a) The Secured Parties hereby indemnify theCollateral Agent ratably (in accordance with their respective Pro Rata Share)from and against any and all claims, losses and liabilities arising out of orresulting from this Agreement and the other Documents, including, withoutlimitation, enforcement of this Agreement and the other Documents, exceptclaims, losses or liabilities resulting from the Collateral Agent’s grossnegligence or willful misconduct as determined by a final judgment of a courtof competent jurisdiction. Issuer and Other Parties hereby acknowledge that allsuch claims, losses and liabilities for which the Secured Parties are liableshall constitute Obligations secured by the Collateral.

          (b)To the extent such amount are not paid by the Issuer or any of the OtherParties in accordance with their obligations under the respective Documents,the Secured Parties will upon demand pay (in accordance with their respectivePro Rata Share) to the Collateral Agent the 

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amount of any and all unreimbursed expenses, includingthe fees and expenses of its counsel and of any experts and agents, which theCollateral Agent may incur in connection with (i) the administration of thisAgreement, (ii) the custody, maintenance, preservation, use or operation of, orthe sale of, collection from, or other realization upon, any of the Collateral,(iii) the exercise or enforcement of any of the rights of the Collateral Agentor any Secured Party hereunder or under any other Document, or (iv) the failureby the Issuer or any Other Party to perform or observe any of the provisionshereof. Issuer and Other Parties hereby acknowledge that all such expenses paidby the Secured Parties shall constitute Obligations secured by the Collateral.

          SECTION11. Notices. Whenever it is provided herein or in the other Documentsthat any notice, demand, request, consent, approval, declaration or othercommunication shall or may be given to or served upon any of the parties by anyother parties, or whenever any of the parties desires to give or serve upon anyother parties any communication with respect to this Agreement, each suchnotice, demand, request, consent, approval, declaration or other communicationshall be in writing and shall be deemed to have been validly served, given ordelivered: (a) upon the earlier of actual receipt and three (3) business daysafter deposit in the United States Mail, registered or certified mail, returnreceipt requested, with proper postage prepaid; (b) upon transmission, whensent by telecopy or other similar facsimile transmission (with such telecopy orfacsimile promptly confirmed by delivery of a copy by personal delivery orUnited States Mail as otherwise provided in this Section 11); (c) one (1)business day after deposit with a reputable overnight courier with all chargesprepaid or (d) when delivered, if hand-delivered by messenger, all of whichshall be addressed to the party to be notified and sent to the address or facsimilenumber indicated in Schedule A or to such other address (or facsimilenumber) as may be substituted by notice given as herein provided. The giving ofany notice required hereunder may be waived in writing by the party entitled toreceive such notice.

          SECTION12. Continuing Agreement; Assignments. This Agreement is a continuingagreement and shall (a) remain in full force and effect until the indefeasiblepayment in full of the Obligations and irrevocable termination of the Documentsand (b) be binding upon the Secured Parties, Collateral Agent, Issuer and OtherParties, their successors and assigns, and (c) inure, together with the rightsand remedies of the Collateral Agent hereunder, to the benefit of theCollateral Agent and its respective successors, transferees and assigns.

          SECTION13. Governing Law; Counterparts; Attorney’s Fees. THIS AGREEMENT SHALLBE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, SHALL NOT BE AMENDED EXCEPTBY A WRITING SIGNED BY THE COLLATERAL AGENT AND EACH OF THE SECURED PARTIES,MAY BE EXECUTED IN SEVERAL COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE ANORIGINAL, AND SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON THEIRRESPECTIVE SUCCESSORS AND ASSIGNS. THE PARTIES HERETO CONSENT TO THEJURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF NEW YORKAND FURTHER CONSENT THAT ANY PROCESSOR NOTICE OR OTHER APPLICATION TO ANY COURTOR A JUDGE THEREOF MAY BE SERVED WITHIN OR WITHOUT THE STATE OF NEW YORK BYCERTIFIED MAIL OR BY PERSONAL SERVICE, PROVIDED A REASONABLE TIME FORAPPEARANCE IS ALLOWED. EACH PARTY HERETO HEREBY WAIVES ITS RIGHT TO TRIAL BYJURY WITH 

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RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR INCONNECTION WITH THIS AGREEMENT. THE PREVAILING PARTY SHALL BE ENTITLED TORECOVER FROM THE OTHER PARTY ITS REASONABLE ATTORNEYS’ FEES AND COSTS. 

[SIGNATURE LINESON FOLLOWING PAGE]

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                    INWITNESS WHEREOF, the undersigned have caused this Agreement to be duly executedand delivered by their respective officers thereunto duly authorized as of thedate first above written.

 

 

 

 

LAURUS MASTER FUND, LTD.,

 

as a Secured Party 

 

 

 

 

By:

 

 

 

 

Name:

 

Title:

 

 

 

 

LAURUS MASTER FUND, LTD.,

 

as Collateral Agent

 

 

 

By:

 

 

 

 

Name:

 

Title:

 

 

 

NORTH SOUND LEGACY INTERNATIONAL LTD.,

 

as a Secured Party

 

 

 

By:

NORTH SOUND CAPITAL LLC; its

 

Investment Advisor

 

 

 

 

By:

 

 

 

 

Name:

 

Title:

 

 

 

NORTH SOUND LEGACY INSTITUTIONAL FUND LLC,

 

as a Secured Party

 

 

 

By:

NORTH SOUND CAPITAL LLC; its Manager

 

 

 

 

By:

 

 

 

 

Name:

 

Title:

 

 

 

SEAPINE INVESTMENTS LLC,

 

as a Secured Party

 

 

 

By:

 

 

 

 

Name:

 

Title:

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10

 

 

 

 

ANDREW D. LIPMAN,

 

as a Secured Party

 

 

 

By:

 

 

 

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ACKNOWLEDGED AND AGREED TO:

TRUEYOU.COM INC.

 

 

 

By:

 

 

 

 

Name:

 

Title:

 

TRUEYOU.COM, INC. hereby represents and warrants tothe Investors and Laurus that no authorization, consent, approval, license,exemption of, or filing or registration with, any Governmental Authority (asdefined in each of the March Investor Notes), or approval or consent of anyother Person (as defined in each of the March Investor Notes), is required forthe due execution, delivery or performance by the Company of any Documents,except for recordings or filings in connection with the perfection of the lienson the Collateral in favor of the Investors.

TRUEYOU.COM INC.

 

 

 

By:

 

 

 

 

Name:

 

Title:

 

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SCHEDULE A

**NoticeInformation**

 

 

 

 

Name and Addresses

 

1.

Laurus Master Fund, Ltd.

 

c/o Laurus Capital Management, LLC

 

335 Madison Avenue, 10th Floor

 

New York, NY 10017

 

 

 

Attention:

Portfolio Services

 

Facsimile:

(212) 541-4410

 

 

 

2.

North Sound Legacy International Ltd.

 

20 Horseneck Lane

 

Greenwich, CT 06830

 

Facsimile: 203-340-5701

 

Attn: General Counsel

 

 

3

North Sound Legacy Institutional Fund LLC

 

20 Horseneck Lane

 

Greenwich, CT 06830

 

Facsimile: 203-340-5701

 

 

 

Attn: General Counsel 

 

 

4.

Seapine Investments LLC

 

c/o Kidd & Company, LLC

 

10 Glenville Street

 

Greenwich, CT 06831

 

 

 

Facsimile: 203-661-1839

 

 

5.

Andrew D. Lipman

 

c/o Kidd & Company, LLC

 

10 Glenville Street

 

Greenwich, CT 06831

 

 

 

Facsimile: 203-661-1839

 

 

6.

TrueYou.Com Inc.

 

501 Merritt 7, 5th  Floor

 

Norwalk, Connecticut 06851

 

 

 

Facsimile: 203-295-2102

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