Exhibit 10.11 


UNCONDITIONAL
GUARANTY AND SECURITY AGREEMENT


          This
Unconditional Guaranty and Security Agreement (as the same may be supplemented,
modified, amended, restated or replaced from time to time in the manner
provided herein, this “Guaranty”) is entered into as of
                 ,
by                 
(“Guarantor”), in favor
of                              
(each a “Lender” and collectively, the “Lenders”).


RECITALS


          A.
Concurrently herewith, the Lenders and TRUEYOU.COM, INC., a Delaware
corporation (“Borrower”), are entering into certain Notes dated of even date
herewith (as amended, restated, or otherwise modified from time to time, the
“Notes”) pursuant to which Lenders have agreed to make certain advances of
money and to extend certain financial accommodations to Borrower (collectively,
the “Loans”), subject to the terms and conditions set forth therein.
Capitalized terms used but not otherwise defined herein shall have the meanings
given them in the Note.


          B.
In consideration of the agreement of Lenders to make the Loans to Borrower
under the Notes, Guarantor is willing to guaranty the full payment and
performance by Borrower of all of the Borrower’s obligations under the Notes
and all of its obligations thereunder and under the other Documents, and to
secure all of the Borrower’s obligations under the Notes and all of its
obligations hereunder (“Obligations”) and thereunder with the grant of a
continuing security interest in all of its personal assets and property, all as
further set forth herein.


          C.
Guarantor is a subsidiary of Borrower and will obtain substantial direct and
indirect benefit from the Loans made by Lenders to Borrower under the Notes.


          Now, Therefore, to induce Lenders to
enter into the Notes, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, and intending to be
legally bound, Guarantor hereby represents, warrants, covenants and agrees as
follows: 


          Section
1. Guaranty and Grant of Security Interest. 


                    1.1
Unconditional Guaranty of Payment. In consideration of the foregoing, Guarantor
hereby irrevocably, absolutely and unconditionally guarantees to Lenders the
prompt and complete payment and performance when due (whether at stated
maturity, by acceleration or otherwise) of all Obligations. The Lenders in
their sole and absolute discretion shall be entitled to demand payment of the
Obligations (in whole at any time, or in part from time to time) from the
Guarantor upon the occurrence and during the continuance of any non-payment or
other default under the Note or any other Document, which defaults shall also
include (without limitation) any “Default” or “Event of Default” under (and as
defined in) the Senior Security






Agreement (as defined below) or any “Related
Agreement” (as defined therein). If the Lenders make such a demand: (a) any and
all principal, interest and other Obligations outstanding or accrued shall be
deemed to be immediately due and payable in full (or for the item(s) in the
amount(s) demanded if a partial demand was made), all without presentment,
protest, demand or notice of any kind, all of which are hereby absolutely,
unconditionally, irrevocably and expressly waived forever by the Guarantor (and
in the case of a partial demand, without in any way affecting any of the
Guarantors’ obligations with respect to the balance of the Obligations not
demanded); and (b) the Guarantor shall immediately pay to the Lenders the
amount demanded in full.


                    1.2
Separate Obligations. These
obligations are independent of any obligations of the Borrower or any other
guarantor and separate actions may be brought against Guarantor (whether or not
action is brought against Borrower or any other guarantor, Borrower or any
other guarantor is joined in or a party to the action or the Note is produced
in any action). 


                    1.3
Grant of Security Interest. As security for the timely and full payment and
satisfaction of any and all of the Obligations of the Borrower under the Notes
and the obligations of the Guarantor hereunder, the Guarantor hereby
absolutely, unconditionally and irrevocably pledges, assigns, conveys,
mortgages, transfers and delivers to the Lenders (and to any collateral agent
they may designate), and grants to the Lenders (and to any collateral agent
they may designate) a continuing security interest in and to, the “Laurus
Collateral” as defined below (including, without limitation, any and all
accounts, instruments, chattel paper, documents of title and trust receipts
(and the goods covered thereby, wherever located), letter of credit rights,
financial assets, investment property, securities, securities accounts and
security entitlements, deposit accounts, contract rights, inventory, equipment,
fixtures and other goods, warranties, casualty and other insurance policies and
rights, commercial tort claims and other litigation claims and rights,
tradenames, software, payment intangibles, and other general intangibles of
such Guarantor, and any and all computer programming data and other books and
records of such Guarantor), in each case whether now or hereafter existing,
acquired or created and wherever located, whether any of the foregoing items is
now or hereafter owned beneficially or of record and whether now or hereafter
owned individually, jointly or otherwise, together with the products and
proceeds thereof, all collections, payments and other distributions and
realizations with respect thereto, any and all other rights, powers,
privileges, remedies and interests of such Guarantor therein, thereto or
thereunder, and any and all renewals, substitutions, modifications and
extensions of any and all of the items in the foregoing subsections
(collectively, the “Collateral”). “Laurus Collateral” shall mean the
“Collateral” granted under (and as defined in) the Master Security Agreement by
and among the Guarantor, the Borrower and the other subsidiaries of the
Borrower dated as of July 11, 2006 (as the same may have been and hereafter may
be supplemented, modified, amended, restated or replaced from time to time in
the manner provided therein, the “Senior Security Agreement”), in favor
of Laurus Master Fund, Ltd. (“Laurus”). Guarantor acknowledges that
Laurus has been appointed to act as the Lenders’ collateral agent with respect
to the Collateral pledged hereunder pursuant to the Intercreditor and
Collateral Agency Agreement dated as of the date hereof (as the same may be
supplemented, modified, amended, restated or replaced from time to time in the
manner provided therein, the “Collateral Agency Agreement”), and
acknowledges and agrees that Laurus shall have no duties or liability beyond
those (if any) described in the Collateral Agency Agreement.


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                    1.4
Rights and Remedies to the Collateral, Etc. This Guaranty shall be governed by
and construed in accordance with Sections 3 through 13 of the Master Security
Agreement, and the Lenders shall have (in addition to those granted by the UCC
and other applicable law) all of the rights, powers, privileges, remedies and
interests granted to “Laurus” as the secured party thereunder, which Sections
are hereby incorporated by reference as if fully set forth herein, in each case
as if (a) the Guarantor were an “Assignor”, (b) the Lenders and/or their
collateral agent collectively were “Laurus”, (c) this Guaranty were the “Master
Security Agreement”, (d) the Senior Subordinated Note were the “Note”, (e) a
non-payment or other default under the Note or any other Financing Document
were a “Default” or “Event of Default”, (f) the Financing Documents were the
“Related Agreements”, (g) the Obligations of the Borrower and the Guarantor’s
obligators hereunder were the “Obligations” referred to in those Sections, and
(h) the Collateral was the “Collateral” referred to in those incorporated
Sections. To the extent not inconsistent with the preceding, this Agreement
also shall be governed by and construed in accordance with the provisions of
the Senior Subsidiary Guaranty from the Guarantor in favor of Laurus dated as
of July 11, 2006 (as the same may have been and hereafter may be supplemented,
modified, amended, restated or replaced from time to time in the manner
provided therein, the “Senior Subsidiary Guaranty”), which provisions
are hereby incorporated by reference as if fully set forth herein, in each case
as if (a) the Guarantor were a “Guarantor”, and (b) each Lender were the
“Lender” referred to in those incorporated provisions.


                    1.5
Acceptance; Financing Statements. The Guarantor hereby absolutely,
unconditionally, irrevocably and expressly waives forever acceptance and notice
of any acceptance of this Guaranty or any other Financing Document. By
accepting this Guaranty, each Lender agrees to be bound by all of the
agreements and other terms and provisions applicable to the Lenders contained
herein (whether as a Lender or a “party”) and acknowledges and agrees that it
is a party hereto for such contractual purposes (but without making any Lender
or their collateral agent in any way liable or responsible for any of the
obligations of the Guarantor hereunder). The Guarantor hereby acknowledges and
agrees that, prior to the execution of this Agreement, the Guarantor reviewed the
initial UCC financing statements respecting the Collateral prepared by the
Lenders and authorized the Lenders to file them (i.e., “prefile”) in such
jurisdictions as the Lenders deemed necessary or desirable, and the Guarantor
hereby confirms and ratifies the authority of the Lenders to make each such
filing, which may name the Lenders and/or their collateral agent as secured
party.


          Section
2. Representations and Warranties.


          Guarantor
hereby represents and warrants to the Lenders that:


                    (a)
Guarantor (i) is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware; (ii) is duly qualified to do
business and is in good standing in every jurisdiction where the nature of its
business requires it to be so qualified (except where the failure to so qualify
would not have a material adverse effect on Guarantor’s condition, financial or
otherwise, or on Guarantor’s ability to pay or perform the obligations
hereunder); and (iii) has all requisite power and authority to execute and
deliver this Guaranty and each Document executed and delivered by Guarantor
pursuant to the Note or this Guaranty and to perform its obligations thereunder
and hereunder.


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                    (b)
The execution, delivery and performance by Guarantor of this Guaranty
(i) are within Guarantor’s powers and have been duly authorized by all
necessary action; (ii) do not contravene Guarantor’s charter documents or any
law or any contractual restriction binding on or affecting Guarantor or by
which Guarantor’s property may be affected; (iii) do not require any
authorization or approval or other action by, or any notice to or filing with,
any governmental authority or any other Person under any indenture, mortgage,
deed of trust, lease, agreement or other instrument to which Guarantor is a
party or by which Guarantor or any of its property is bound, except such as
have been obtained or made; and (iv) do not result in the imposition or
creation of any Lien upon any property of Guarantor. 


                    (c)
This Guaranty is a valid and binding obligation of Guarantor, enforceable
against Guarantor in accordance with its terms, except as the enforceability
thereof may be subject to or limited by bankruptcy, insolvency, reorganization,
arrangement, moratorium or other similar laws relating to or affecting the
rights of creditors generally. 


                    (d)
There is no action, suit or proceeding affecting Guarantor pending or
threatened before any court, arbitrator, or governmental authority, domestic or
foreign, which may have a material adverse effect on the ability of Guarantor
to perform its obligations under this Guaranty. 


                    (e)
Guarantor’s obligations hereunder are not subject to any offset or defense
against Lenders or Borrower of any kind.


          Section
3. General Waivers. The Guarantor
covenants and agrees that its guaranty hereunder is a continuing guaranty of
the full and timely payment and satisfaction of the Obligations, and not a
guaranty of collectibility only, in each case whether the Obligations are now
or hereafter existing, acquired or created, and irrespective of the fact that
from time to time monies may be advanced, repaid and readvanced, this Guaranty
may not be revoked or terminated by the Guarantor until such time as the
Obligations shall have been fully paid and satisfied, and each of the
Guarantor’s obligations hereunder are and shall be absolute, irrevocable and
unconditional and shall survive and remain and continue in full force and
effect in accordance with their respective terms and provisions. Without in any
way limiting the foregoing, Guarantor hereby absolutely, unconditionally and
irrevocably waives each of the following:


                    (a)
Any right to require Lenders to (i) proceed against Borrower or any other
Person, (ii) proceed against or exhaust any security or (iii) pursue any
other remedy. Lenders may exercise or not exercise any right or remedy they has
against Borrower or any security it holds without affecting Guarantor’s
liability hereunder. 


                    (b)
Any defenses from disability or any invalidity, illegality, non-binding effect
or unenforceability (in whole or in part) for any reason whatsoever of the Note
or any other Document or other defense of Borrower or any other guarantor or
from the impairment, reduction, release, subordination or cessation of any
liabilities of or any security interest in any collateral granted by the
Borrower or any other guarantor.


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                    (c)
Any setoff, defense or counterclaim of the Guarantor, the Borrower or any other
guarantor against Lenders.


                    (d)
Any defense from the absence, impairment or loss of any right of reimbursement
or subrogation or any other rights against Borrower. Until Borrower’s
obligations to Lenders have been fully paid, Guarantor shall not exercise or
enforce any right of subrogation, contribution or reimbursement or other
similar rights against Borrower or any other guarantor.


                    (e)
Any right to enforce any remedy that Lenders has against Borrower.


                    (f)
Any rights to participate in any security held by Lenders.


                    (g)
Any notice of acceptance, demands for performance, notices of nonperformance or
of new or additional indebtedness incurred by Borrower to Lenders, or any other
notice whatsoever. Guarantor is responsible for being and keeping itself
informed of Borrower’s financial condition. 


                    (h)
The benefit of any act or omission by Lenders which directly or indirectly
results in or aids the discharge (in whole or in part) of Borrower or any other
guarantor from any of the Obligations by operation of law or otherwise.


          Section
4. Reinstatement. Notwithstanding any provision of the Notes to
the contrary, the liability of Guarantor hereunder shall be reinstated and
revived and the rights of Lenders shall continue if and to the extent that for
any reason any payment by or on behalf of Guarantor or Borrower is rescinded or
must be otherwise restored by Lenders, whether as a result of any proceedings
in bankruptcy or reorganization or otherwise, all as though such amount had not
been paid. The determination as to whether any such payment must be rescinded
or restored shall be made by Lenders in their sole discretion; provided,
however, that if Lenders choose to contest any such matter at the
request of Guarantor, Guarantor agrees to indemnify and hold harmless Lenders
from all costs and expenses (including, without limitation, reasonable
attorneys’ fees) of such litigation. To the extent any payment is rescinded or
restored, Guarantor’s obligations hereunder shall be revived in full force and
effect without reduction or discharge for that payment.


          Section
5. No Waiver; Amendments. No
failure on the part of Lenders to exercise, no delay in exercising and no
course of dealing with respect to, any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the exercise of any other
right. The remedies herein provided are cumulative and not exclusive of any
remedies provided by law. This Guaranty may not be amended or modified except
by written agreement between Guarantor and Lenders, and no consent or waiver
hereunder shall be valid unless in writing and signed by Lenders. 


          Section
6. Compromise and Settlement. No
compromise, settlement, release, renewal, extension, indulgence, change in,
waiver or modification of any of the Obligations or the release or discharge of
Borrower from the performance of any of the Obligations shall release or
discharge Guarantor from this Guaranty or the performance of the obligations
hereunder. 


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          Section
7. Notice. Any notice or other
communication herein required or permitted to be given shall be in writing and
may be delivered in person or sent by facsimile transmission, overnight
courier, or by United States mail, registered or certified, return receipt
requested, postage prepaid and addressed as follows:


	
 

	
 

	
 

	
 


	
 

	
If to Guarantor:

	
 

	
Klinger Advanced Aesthetics, Inc.


	
 

	
 

	
 

	
501 Merritt 7, 5th Floor


	
 

	
 

	
 

	
Norwalk, Connecticut 06831


	
 

	
 

	
 

	
Fax No.: 203-295-2102


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
If to Lenders:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
North Sound Legacy International Ltd.


	
 

	
 

	
 

	
20 Horseneck Lane


	
 

	
 

	
 

	
Greenwich, CT 06830


	
 

	
 

	
 

	
Facsimile: 203-340-5701


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
North Sound Legacy Institutional Fund LLC


	
 

	
 

	
 

	
20 Horseneck Lane


	
 

	
 

	
 

	
Greenwich, CT 06830


	
 

	
 

	
 

	
Facsimile: 203-340-5701


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Seapine Investments LLC


	
 

	
 

	
 

	
c/o Kidd & Company, LLC


	
 

	
 

	
 

	
10 Glenville Street


	
 

	
 

	
 

	
Greenwich, CT 06831


	
 

	
 

	
 

	
Facsimile: 203-661-1839


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Andrew D. Lipman


	
 

	
 

	
 

	
c/o Kidd & Company, LLC


	
 

	
 

	
 

	
10 Glenville Street


	
 

	
 

	
 

	
Greenwich, CT 06831


	
 

	
 

	
 

	
Facsimile: 203-661-1839





or at such other address as may be substituted by
notice given as herein provided. Every notice, demand, request, consent,
approval, declaration or other communication hereunder shall be deemed to have
been duly given or served on the date on which personally delivered or sent by
facsimile transmission or three business days after the same shall have been
deposited in the United States mail. If sent by overnight courier service, the
date of delivery shall be deemed to be the next Business Day after deposited
with such service. 


          Section
8. Entire Agreement. This Guaranty
constitutes and contains the entire agreement of the parties and supersedes any
and all prior and contemporaneous agreements, negotiations, correspondence,
understandings and communications between Guarantor and Lender, whether written
or oral, respecting the subject matter hereof. 


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          Section
9. Severability. If any provision
of this Guaranty is held to be unenforceable under applicable law for any
reason, it shall be adjusted, if possible, rather than voided in order to
achieve the intent of Guarantor and Lenders to the extent possible. In any
event, all other provisions of this Guaranty shall be deemed valid and
enforceable to the full extent possible under applicable law. 


          Section
10. Payment of Expenses. Guarantor
shall pay, promptly on
demand, all Expenses incurred by Lenders in defending and/or enforcing
this Guaranty. For purposes hereof, “Expenses” shall mean costs and expenses
(including reasonable fees and disbursements of any law firm) for defending
and/or enforcing this Guaranty (including those incurred in connection with
appeals or proceedings by or against any Guarantor under the United States
Bankruptcy Code, or any other bankruptcy or insolvency law, including
assignments for the benefit of creditors, compositions, extensions generally
with its creditors, or proceedings seeking reorganization, arrangement, or
other relief).


          Section
11. Assignment. This Guaranty
shall be binding upon and inure to the benefit of Guarantor and Lenders and
their respective successors and assigns. 


          Section
12. Governing Law. THIS GUARANTY
SHALL BE DEEMED TO HAVE BEEN DELIVERED AT AND SHALL BE INTERPRETED, AND THE
RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED, IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK OTHER THAN THOSE CONFLICT OF LAW RULES THAT WOULD
DEFER TO THE SUBSTANTIVE LAWS OF ANY OTHER JURISDICTION.


          Section
13. Venue. GUARANTOR IRREVOCABLY
CONSENTS THAT ANY LEGAL ACTION OR PROCEEDING AGAINST IT UNDER, ARISING OUT OF
OR IN ANY MANNER RELATING TO THIS GUARANTY DOCUMENTS, MAY BE BROUGHT IN ANY
COURT OF THE STATE OF NEW YORK LOCATED IN NEW YORK, NEW YORK OR IN THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. GUARANTOR, BY THE
EXECUTION AND DELIVERY OF THIS GUARANTY, EXPRESSLY AND IRREVOCABLY ASSENTS AND
SUBMITS TO THE PERSONAL JURISDICTION AND PROPER VENUE OF ANY OF SUCH COURTS IN
ANY SUCH ACTION OR PROCEEDING, AND FURTHER IRREVOCABLY CONSENTS TO THE SERVICE
OF ANY COMPLAINT, SUMMONS, NOTICE OR OTHER PROCESS RELATING TO SUCH ACTION OR
PROCEEDING BY DELIVERY THEREOF TO IT BY HAND OR BY MAIL IN THE MANNER PROVIDED
FOR IN THIS AGREEMENT. GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES ANY
CLAIM OR DEFENSE IN ANY SUCH ACTION OR PROCEEDING BASED ON ANY ALLEGED LACK OF
PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS OR ANY SIMILAR
BASIS. GUARANTOR SHALL NOT BE ENTITLED IN ANY SUCH ACTION OR PROCEEDING TO
ASSERT ANY DEFENSE GIVEN OR ALLOWED UNDER THE LAWS OF ANY STATE OTHER THAN THE
STATE OF NEW YORK UNLESS SUCH DEFENSE IS ALSO GIVEN OR ALLOWED BY THE LAWS OF
THE STATE OF NEW YORK. NOTHING IN THIS GUARANTY SHALL AFFECT OR IMPAIR IN ANY
MANNER OR TO ANY EXTENT THE RIGHT OF LENDERS TO COMMENCE LEGAL 


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PROCEEDINGS OR OTHERWISE PROCEED AGAINST GUARANTOR IN
ANY JURISDICTION OR TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.


          Section
14. Waiver of Jury Trial.
GUARANTOR AND LENDERS (BY THEIR ACCEPTANCE HEREOF) EACH HEREBY WAIVES ANY RIGHT
TO TRIAL BY JURY WITH RESPECT TO ANY ACTION OR PROCEEDING RELATING TO THIS
GUARANTY OR ANY AGREEMENT, INSTRUMENT OR DOCUMENT EXECUTED AND DELIVERED IN
CONNECTION HEREWITH OR THEREWITH, INCLUDING THE FINANCING DOCUMENTS.


	
 

	
 

	
 

	
 


	
 

	
 

	
By:

	
 


	
 

	
 

	
 

	






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