EXHIBIT 10.47
Advanced Aesthetics, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
December 20, 2005
L Capital Management SAS
00 Xxx Xxxxxxxx 0xx
00000 Xxxxx Xxxxxx
Attention: Xxxxxxxx Xxxxxxxx
Re: Consulting 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 Consulting Services Agreement dated November 25, 2003,
between L Capital Management SAS ("L Capital") 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, $877,639 in accrued and unpaid fees is due to L Capital under the
Agreement. The Company agrees that no later than one year after the closing of
the Public Transaction, it will pay to L Capital, 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.
By: /s/ Xxxxxx Xxxxxx
----------------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
AGREED:
L CAPITAL MANAGEMENT SAS
By: /s/ Xxxxxxxx Xxxxxxxx
----------------------------------------
Name: Xxxxxxxx Xxxxxxxx
Title: Director
