Exhibit 10.9  


INTERCREDITOR
AND COLLATERAL AGENCY AGREEMENT


                    INTERCREDITOR
AND COLLATERAL AGENCY AGREEMENT (this “Agreement”) dated as of March 16, 2007
by and among Laurus Master Fund, Ltd., a Cayman Islands corporation (“Laurus”),
North Sound Legacy International Ltd. (“NS International”), North Sound Legacy
Institutional 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 together
with Laurus in its individual capacity, the “Secured Parties”) and Laurus, as
collateral agent (in such capacity, the “Collateral Agent”).


PRELIMINARY
STATEMENTS


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


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


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


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


                    The
Investors presently contemplate the purchase of further debt of the Issuer
prior to March 31, 2007, on terms substantially in accordance with the term
sheet attached hereto as Exhibit A, as the same may be revised by mutual
agreement of all Investors (the “March Term Sheet”). Each Secured Party, the
Issuer and each of the Other Parties contemplates that if, as and when
definitive agreements are executed with respect to any additional loans and so
long as the Secured Parties are party to such definitive agreements (it not
being intended by this Agreement to create any obligation to lend by any
Secured Party) then (i) this Agreement shall be superseded in all respects by
the 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 shall
become 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 and
obligations of each such party as set forth in the March Term Sheet as the same
may be amended as set forth above. 


                    NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Collateral Agent and the Secured Parties
agree as follows:


          SECTION
1. Definitions. 


                    “Debtor
Party” shall have the meaning ascribed thereto in Section 3 of this
Agreement.


                    “Obligations”
shall mean all obligations and liabilities of the Issuer and its respective
successor and assign under the June Laurus Documents and the March Investor
Notes.


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


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


                    “Security
Interests” means all security interests, liens, rights and interests
granted by the Issuer and/or any Other Party for the benefit of any person in
the assets of the Issuer and/or any Other Party.


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


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


          SECTION
2. Authorization and Action. (a) The Secured Parties hereby (i) appoint
Laurus as the Collateral Agent for purposes of holding, maintaining and
enforcing any and all rights and remedies of the Secured Parties in the
Collateral (including, without limitation (1) the naming of the Collateral
Agent, as agent for Secured Parties, as secured party in all UCC financing
statements filed or to be filed against Issuer and/or any Other Party (“Financing
Statements”) and (2) the execution of any and all Financing Statements by
the Collateral Agent on behalf and for the ratable benefit of the Secured
Parties) from time to time granted by Issuer and/or any Other Party to secure
the Obligations and (ii) authorize the Collateral Agent to take 


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such action as agent on their behalf and to exercise
such powers and discretion under this Agreement and the other Documents as are
delegated to Collateral Agent and/or any Secured Party by the terms hereof and
thereof, together with such other powers and discretion as are incidental
thereto, including, without limitation, acquiring, holding, and enforcing any
and 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 the
payment and performance of the Obligations, Issuer, Other Parties and Secured
Parties hereby acknowledge, confirm and agree that Collateral Agent has and
shall continue to have for the benefit of the Secured Parties a continuing
security 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 Other
Parties hereby assign, pledge and grant to Collateral Agent, for the ratable
benefit of Secured Parties, a continuing security interest in and to the
Collateral.


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


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


          (d)
Except as set forth herein, Collateral Agent shall not be required to exercise
any discretion or take any action under any Document. Following the occurrence
and during the continuance of an Event of Default under and as defined in any
applicable Document, Collateral Agent shall have the exclusive right to declare
an Event of Default under and as defined in the applicable Document following
receipt by Collateral Agent from any Secured Party of a Notice of Default (as
hereinafter defined) and may commence exercising its rights and remedies under
the applicable Documents or under applicable law or otherwise authorize the
requesting Secured Party to take such action on behalf of Collateral Agent.
Notwithstanding anything contained herein to the contrary, Collateral Agent
shall not be required to take any action which exposes it to personal liability
or that is contrary to any Document or applicable law. For purposes hereof, the
term “Notice of Default” means a notice delivered by a Secured Party to
Collateral Agent stating that an Event of Default under and as defined in a
Document has occurred and is continuing beyond any applicable cure or grace
period.


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


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


          (f)
If Collateral Agent shall request instructions from any Secured Party with
respect to any act or action (including failure to act) in connection with this
Agreement or any other Document, Collateral Agent shall be entitled to refrain
from such act or taking such action unless and until Collateral Agent shall
have received instructions from such Secured Party and Collateral Agent shall
not incur liability to any Person by reason of so refraining. Collateral Agent
shall be fully justified in failing or refusing to take any action hereunder or
under any other Document (i) if such action would, in the opinion of Collateral
Agent, be contrary to law or the terms of this Agreement or any other Document
or (ii) if Collateral Agent shall not first be indemnified to its reasonable
satisfaction against any and all liability and expense which may be incurred by
it by reason of taking or continuing to take any such action. Without limiting
the foregoing, no Secured Party shall have any right of action whatsoever
against Collateral Agent as a result of Collateral Agent’s acting or refraining
from acting hereunder or under any other Document in accordance with the
instructions of the Secured Parties.


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


          (h)
The powers conferred on the Collateral Agent hereunder are solely to protect
the interest of the Secured Parties (including, without limitation, the
Collateral Agent in its individual Secured Party capacity) in the Collateral
and, except as expressly set forth in the preceding clause (d), shall not
impose any duty upon the Collateral Agent to exercise any such powers. Except
for the safe custody of any Collateral in its possession and the accounting for
moneys actually received by it hereunder, the Collateral Agent shall have no
duty as to any Collateral, whether or not the Collateral Agent or any Secured
Party has or is deemed to have knowledge of such matters, or as to the taking
of any necessary steps to preserve the rights against any parties or any other
rights pertaining to any Collateral. 


          (i)
The Issuer and each Other Party hereby consent and agree, upon request by the
Collateral Agent, to execute and deliver such agreements, instruments and
documents 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 disposition
of the Collateral or any part thereof in accordance with any Document, or for
application thereof pursuant to the terms of the Documents.


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          SECTION
3. Collateral Agent’s Reliance. Etc. Neither the Collateral Agent nor
any of its directors, officers, partners, managers, members, agents or
employees shall be liable for any action taken or omitted to be taken by it or
them under or in connection with this Agreement or any other Document, except
for its or their own gross negligence or willful misconduct (as determined by a
court of competent jurisdiction in a final and non-appealable decision).
Without limiting the generality of the foregoing, the Collateral Agent: (a) may
consult with its counsel, independent public accountants and other experts
selected by it and shall not be liable for any action taken or omitted to be
taken in good faith by it in accordance with the advice of such counsel,
accountants or experts; (b) makes no warranty or representation to any Secured
Party, the Issuer or any Other Party (hereinafter, the “Debtor Party”)
and shall not be responsible to any Debtor Party for any statements, warranties
or representations made in, or in connection with this Agreement by any third
party; (c) shall not have any duty to ascertain or to inquire as to the
performance or observance of any of the terms, covenants or conditions of any
Document, including, the Financing Statements, on the part of any Debtor Party
or to inspect the property (including the books and records) of any Debtor
Party; (d) shall not be responsible to any Debtor Party for the due execution,
legality, validity, enforceability, genuineness, sufficiency or value of any
Document, any of the Collateral or any other instrument or document furnished
pursuant hereto or thereto or the perfection or collectibility of any
Collateral; and (e) shall incur no liability under or in respect of any
Document by acting upon any notice, consent, certificate or other instrument or
writing (which may be by electronic mail, telecopy, or otherwise) believed by
the Collateral Agent to be genuine and signed or sent by the proper party or
parties.


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


          SECTION
5. Resignation of the Collateral Agent. The Collateral Agent may resign
at any time as Collateral Agent under this Agreement by giving not less than
thirty (30) days prior written notice thereof to the Secured Parties. Following
any such resignation, the Collateral Agent shall give notice thereof to the
Issuer; provided, that the failure to give such notice shall not affect the validity
or effectiveness of such resignation. Upon any such resignation under this
Agreement, the Secured Parties shall have the right to appoint a successor
Collateral Agent under this Agreement. If no successor Collateral Agent shall
have been so appointed by the Secured Parties, and shall have accepted such
appointment, within 30 days after the retiring Collateral Agent’s giving of
notice of resignation, then the retiring Collateral Agent may, on behalf of the
Secured Parties, appoint a successor Collateral Agent. Upon the acceptance of
any appointment as Collateral Agent hereunder by a successor Collateral Agent
and upon the execution and filing or recording of such financing statements, or
amendments thereto, and such other instruments or 


Intercreditor and Collateral Agency Agreement


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notices, as may be necessary or desirable, or as the
Secured Parties may request, in order to continue the perfection of the liens
granted by the Security Documents in accordance with the terms thereof, such
successor Collateral Agent shall succeed to and become vested with, all the
rights, powers, discretion, privileges and duties of the retiring Collateral
Agent and the retiring Collateral Agent shall be discharged from its duties and
obligations under this Agreement without any other or further act or deed on
the part of such former Collateral Agent. After any retiring Collateral Agent’s
resignation hereunder as Collateral Agent, the provisions of this Agreement
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Collateral Agent under this Agreement.


          SECTION
6. Sharing of Security Interests. So long as no Third Party Priority
Security Interests exist, any and all valid security interests, liens, rights
and interests of the Secured Parties, whether now or hereafter arising or
existing, in or on any or all of the Collateral shall have equal priority and
shall rank equally and ratably (in accordance with each Secured Party’s Pro
Rata Share). For purposes of the foregoing, any claim of a right of set-off
shall be treated in all respects as a security interest and no claimed right of
set-off shall be asserted to defeat or diminish the rights or priorities
provided for herein. If any Secured Party, in its individual capacity, shall
acquire a security interest or lien in any of the Collateral, such Secured
Party shall promptly assign and transfer such security interest or lien in the
Collateral to Collateral Agent for the ratable benefit of the Secured Parties.


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


          SECTION
8. Application of Proceeds. So long as no Third Party Priority Security
Interests exist: (a) All moneys collected by the Collateral Agent upon any
collection, sale or other disposition of any Collateral or upon receipt of any
insurance proceeds relating to the Collateral and/or from guarantors under any
guaranty agreement constituting a Document or the exercise of rights or
remedies 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 Agent
after the date hereof in order to preserve or protect the Collateral or
preserve or protect its security interest in the Collateral, (y) the reasonable
out of-pocket fees and expenses of foreclosing, re-taking, holding, preparing
for sale or lease, selling or otherwise disposing or realizing on the
Collateral, or of any exercise by the Collateral Agent of its rights or
remedies hereunder (to the extent consistent with the provisions of Section 10
of this Agreement) or under the other Documents, together with reasonable
attorneys’ fees and expenses and court costs, incurred by Collateral Agent or
any Secured Party in connection therewith (provided, however, 


Intercreditor and Collateral Agency Agreement


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that the foregoing are not intended to include costs
associated 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 the
preceding clause (i), to the payment of any and all outstanding Obligations
owing to each Secured Party in accordance with such Secured Party’s Pro Rata
Share on a dollar for dollar basis; and


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


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


          (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 a
determination (which the Secured Parties by their acceptance of the benefits of
this Agreement shall be obligated to provide upon request of the Collateral
Agent) of the outstanding Obligations owed to each Secured Party. Unless it has
actual knowledge to the contrary, the Collateral Agent, in acting hereunder,
shall be entitled to assume that no obligations other than principal and
interest are owing to any Secured Party.


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


          SECTION
9. Waivers and Modifications of Documents. The terms and conditions of
this Agreement shall not be amended, modified or waived in any respect without
the prior written consent of the Collateral Agent and each of the other Secured
Parties.


          SECTION
10. Indemnity and Expense. (a) The Secured Parties hereby indemnify the
Collateral Agent ratably (in accordance with their respective Pro Rata Share)
from and against any and all claims, losses and liabilities arising out of or
resulting from this Agreement and the other Documents, including, without
limitation, enforcement of this Agreement and the other Documents, except
claims, losses or liabilities resulting from the Collateral Agent’s gross
negligence or willful misconduct as determined by a final judgment of a court
of competent jurisdiction. Issuer and Other Parties hereby acknowledge that all
such claims, losses and liabilities for which the Secured Parties are liable
shall constitute Obligations secured by the Collateral.


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


Intercreditor and Collateral Agency Agreement


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amount of any and all unreimbursed expenses, including
the fees and expenses of its counsel and of any experts and agents, which the
Collateral Agent may incur in connection with (i) the administration of this
Agreement, (ii) the custody, maintenance, preservation, use or operation of, or
the 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 Agent
or any Secured Party hereunder or under any other Document, or (iv) the failure
by the Issuer or any Other Party to perform or observe any of the provisions
hereof. Issuer and Other Parties hereby acknowledge that all such expenses paid
by the Secured Parties shall constitute Obligations secured by the Collateral.


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


          SECTION
12. Continuing Agreement; Assignments. This Agreement is a continuing
agreement and shall (a) remain in full force and effect until the indefeasible
payment in full of the Obligations and irrevocable termination of the Documents
and (b) be binding upon the Secured Parties, Collateral Agent, Issuer and Other
Parties, their successors and assigns, and (c) inure, together with the rights
and remedies of the Collateral Agent hereunder, to the benefit of the
Collateral Agent and its respective successors, transferees and assigns.


          SECTION
13. Governing Law; Counterparts; Attorney’s Fees. THIS AGREEMENT SHALL
BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, SHALL NOT BE AMENDED EXCEPT
BY 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 AN
ORIGINAL, AND SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS. THE PARTIES HERETO CONSENT TO THE
JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK
AND FURTHER CONSENT THAT ANY PROCESSOR NOTICE OR OTHER APPLICATION TO ANY COURT
OR A JUDGE THEREOF MAY BE SERVED WITHIN OR WITHOUT THE STATE OF NEW YORK BY
CERTIFIED MAIL OR BY PERSONAL SERVICE, PROVIDED A REASONABLE TIME FOR
APPEARANCE IS ALLOWED. EACH PARTY HERETO HEREBY WAIVES ITS RIGHT TO TRIAL BY
JURY WITH 


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


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                    IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed
and delivered by their respective officers thereunto duly authorized as of the
date 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 to
the Investors and Laurus that no authorization, consent, approval, license,
exemption of, or filing or registration with, any Governmental Authority (as
defined in each of the March Investor Notes), or approval or consent of any
other Person (as defined in each of the March Investor Notes), is required for
the due execution, delivery or performance by the Company of any Documents,
except for recordings or filings in connection with the perfection of the liens
on the Collateral in favor of the Investors.


TRUEYOU.COM INC.


	
 

	
 

	
 


	
By:

	
 

	
 


	
 

	


	
 


	
Name:

	
 


	
Title:

	
 





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SCHEDULE A


Notice
Information


	
 

	
 

	
 


	
 

	
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





Intercreditor and Collateral Agency Agreement


13