EXHIBIT 10.49
Advanced Aesthetics, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
December 20, 2005
Xxxx & Company, LLC
Three Pickwick Xxxxx
Xxxxxxxxx, XX 00000
Re: Advisory Services Agreement
Gentlemen:
In connection with the contemplated execution of a Share Exchange
Agreement (the "Share Exchange Agreement") by Advanced Aesthetics, Inc. (the
"Company") and its shareholders with XxxxXxx.xxx, Inc. (the "Public
Transaction"), we are writing to confirm our mutual agreement regarding the
termination of the Advisory Services Agreement dated November 25, 2003, between
Xxxx & Company, LLC ("KCO") and the Company (the "Agreement").
1. Termination of the Agreement. Upon the closing of the Public
Transaction, with no further action by either of us, the Agreement will be
terminated and be of no further force except that the provisions of Sections 6,
8 and 9 of the Agreement shall survive termination.
2. Payments of Accrued and Unpaid Interest. We both agree that as of
this date, $838,194 in accrued and unpaid fees is due to KCO under the
Agreement. The Company agrees that no later than one year after the closing of
the Public Transaction, it will pay to KCO, all such accrued and unpaid fees and
any unpaid fees accruing after December 20, 2005 in the event that the closing
of the Public Transaction does not occur on December 20, 2005.
3. Closing Date. In the event that the Public Transaction does not
occur on or before December 31, 2005, this letter agreement shall be null and
void and of no force and effect.
Please indicate your agreement to the foregoing by signing this letter
below.
Very truly yours,
ADVANCED AESTHETICS, INC.
/s/ Xxxxxx Xxxxxx
By: _____________________________________________
Name: Xxxxxx Xxxxxx
Title: Vice President
AGREED:
XXXX & COMPANY, LLC
/s/ Xxxxxxx X. Xxxx
By: ______________________________
Name: Xxxxxxx X. Kid
Title:
