September 1, 2005 c/o Pequot Capital Management 500 Nyala Farm Road Westport, Connecticut 06880 Re: Exchange of Series F Preferred Stock for Series H Preferred Stock Gentlemen: Reference is made to that certain Subscription Agreement dated as of July...

                                                                   EXHIBIT 10.44

                            Advanced Aesthetics, Inc.

                               000 Xxxxxxx Xxxxxx

                               Xxx Xxxx, XX 00000

                                                          September 1, 2005



c/o Pequot Capital Management
000 Xxxxx Xxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxx  00000

         Re: Exchange of Series F Preferred Stock for Series H Preferred Stock

Gentlemen:

         Reference is made to that certain  Subscription  Agreement  dated as of
July 7,  2005,  between  you and  Advanced  Aesthetics,  Inc.  (the  "Company"),
pursuant to which you  acquired (i) shares of the  Company's  Series F Preferred
Stock,  par value  $0.01 per share  ("Series  F  Preferred  Stock"),  and (ii) a
warrant (the  "Original  Warrant") to purchase  shares of the  Company's  common
stock, par value $0.01 per share ("Common Stock")  (collectively,  the "Series F
Investment").  As you know, the Company is offering (the "Series G Offering") to
sell shares of Series G Preferred  Stock,  par value $0.01 per share  ("Series G
Preferred  Stock"),  together with warrants to purchase  shares of Common Stock,
pursuant to that certain  Confidential Private Placement Memorandum dated August
30, 2005 (the  "Memorandum").  In connection with the Series G Offering and your
participation  therein,  you and the Company  desire to conform the terms of the
Series F Investment to the terms of the Series G Offering.  Accordingly, you and
the Company agree as follows:

         1.  Exchange of Shares.  Concurrently  with the closing of the Series G
Offering  (the  "Closing"),  you will exchange your shares of Series F Preferred
Stock for a like  number of shares  (the  "Series H  Shares")  of the  Company's
Series H  Preferred  Stock,  par  value  $0.01 per share  ("Series  H  Preferred
Stock").  The  Certificate  of  Designation  of the Series H Preferred  Stock is
attached  hereto  as  Exhibit  A.  You  agree  to  deliver  the  original  stock
certificate  evidencing  your shares of Series F Preferred  Stock to the Company
for cancellation.

         2.  Exchange  of  Warrant.  Concurrently  with  the  Closing,  you will
exchange the Original  Warrant for a new warrant in the form attached  hereto as
Exhibit B (the "New  Warrant").  The New Warrant  replaces  and  supersedes  the
Original  Warrant.  You agree to deliver the Original Warrant to the Company for
cancellation.

         3. Registration  Rights Agreement.  Upon cancellation of your shares of
Series F  Preferred  Stock and the  Original  Warrant,  the rights and  benefits
granted to you under that certain Registration Rights Agreement dated as of July
7, 2005 will be of no further force or effect,  given that Agreement's  specific
and limited application to the shares of Common Stock to



be issued upon  conversion  of your shares of Series F  Preferred  Stock  and/or
exercise of the Original Warrant. In substitution  thereof,  you and the Company
will  execute and deliver a new  Registration  Rights  Agreement  at the Closing
attached to the Memorandum as Annex E.

         4. Representations and Warranties.

                  (a) The Company hereby represents,  warrants, acknowledges and
agrees as follows:

                  (i) The Company possesses all requisite power and authority to
issue and  deliver  the  Series H Shares  and to issue  the  Common  Stock  upon
conversion  of the Series H Shares.  The  execution  and delivery of this Letter
Agreement  has been duly  authorized  by all necessary  corporate  action.  This
Letter Agreement has been duly executed and delivered and constitutes  valid and
binding  obligations  of  the  Company,   enforceable  against  the  Company  in
accordance  with its  terms (i)  except  as  enforceability  may be  limited  by
applicable bankruptcy, insolvency,  reorganization,  moratorium or other similar
laws now or  hereafter  in effect  relating to or  affecting  creditors'  rights
generally, including the effect of statutory and other laws regarding fraudulent
conveyances  and  preferential  transfers  and (ii)  subject to the  limitations
imposed  by  general   equitable   principles   (regardless   of  whether   such
enforceability is considered in a proceeding at law or in equity).

                  (ii) The  shares of Series H  Preferred  Stock to be issued to
you, when issued in exchange for the shares of Series F Preferred Stock pursuant
to Section 1 hereof,  will be duly  authorized,  validly issued,  fully paid and
nonassessable.  The Common  Stock  issuable  upon  conversion  of such shares of
Series  H  Preferred  Stock  and  exercise  of the New  Warrant  has  been  duly
authorized  and  validly  reserved  for  issuance  and,  when and if issued upon
conversion in accordance  with the  Certificate  of  Designation of the Series H
Preferred  Stock and/or  exercise in  accordance  with the New Warrant,  will be
validly issued,  fully paid and nonassessable.  No holder of any of the Series H
Preferred Stock will be subject to personal  liability solely by reason of being
such a holder.

                  (iii) The  representations,  warranties,  acknowledgements and
agreements of the Company set forth in Section 3(A) of that certain Subscription
Agreement  dated as of the date hereof  between you and the Company which relate
to the Series G Offering are hereby  incorporated  herein by reference and shall
apply mutatis mutandis to this Letter Agreement as if set forth in full herein.

                  (b) You represent and warrant that (i) you have full power and
authority  to execute and deliver  this  Letter  Agreement  and to carry out the
provisions  hereof, and (ii) the execution and delivery of this Letter Agreement
has been duly authorized by all necessary action.

         5. Buyback of Shares and Warrant.  In the event that you shall  deliver
written  notice to the Company of your election to seek  redemption  pursuant to
this  Section 5 of the  Letter  Agreement  at any time when the shares of Common
Stock  issuable  upon  conversion or exercise of the Series H Shares and the New
Warrant then held by you shall not then be covered by an effective  registration
statement filed with the Securities and Exchange Commission,  the Company agrees
that it will, within 20 days of receipt of such written notice, repurchase the

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Series H Shares and New  Warrant  then held by you for an  aggregate  repurchase
price of $100 in cash.

         6. Escrow.  You understand that the shares and warrants issuable to the
purchasers  in the  Series G  Offering  and the  Series H  Preferred  Stock  and
warrants  being  exchanged for the Series F Investment  will be delivered to you
when the Escrow Funds (as defined in the Escrow  Agreement  annexed as Exhibit G
to the  Memorandum)  ("Escrow  Agreement")  are released in accordance  with the
provisions  thereof. In the event that such Escrow Funds are not released to the
Company in accordance  with the Escrow  Agreement but are returned to investors,
this Letter Agreement shall be of no force and effect.

         Please indicate your agreement below.

                                          Very truly yours,

                                          ADVANCED AESTHETICS, INC.

                                          By: __________________________
                                          Name:
                                          Title:

AGREED:

By:_____________________________
      Name:
      Title:

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