EXHIBIT 10.40
Advanced Aesthetics, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
November 23, 2005
Xxxxx Xxxxxxx Medicine
000 Xxxxx Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxxx
Facsimile: (000) 000-0000
Re: Services and Licensing Agreement and
Consulting Services Agreement with Advanced Aesthetics, Inc.
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Ladies and Gentlemen:
As we have advised you, the shareholders of AAI are in the final stages
of negotiation of a Share Exchange Agreement with XxxxXxx.xxx, Inc., a public
company whose shares are traded on the Pink Sheets ("TrueYou"). Pursuant to the
Share Exchange Agreement, AAI shareholders will, in exchange for their interests
in AAI, end up owning approximately 97% of the Common Stock of TrueYou and AAI
will become a subsidiary of TrueYou. All of the directors and officers of AAI
will become directors and officers of TrueYou after the closing of this
agreement which is in the nature of a "reverse merger".
Section 15.12 of each of the Consulting Services Agreement and Services
and Licensing Agreement contains provisions relating to a change of "Control".
We know that our agreement with you relating to a change of control was not
intended to include a situation such as this where "control" remains with the
same officers, directors and shareholders as before with the decision making
remaining with AAI and we do not believe that the language of 15.12 would apply
to the share exchange. However, for the avoidance of doubt, this letter will
confirm our agreement that the transactions described above do not constitute a
change of control as contemplated in Section 15.12 of the agreements and further
that to the extent that any notice requirements under the agreements relate to
the proposed transactions, this letter will constitute such notice and that no
further action need be taken.
Please indicate your concurrence below.
Very truly yours,
ADVANCED AESTHETICS, INC.
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title:
AGREED:
XXXXX XXXXXXX MEDICINE
Acting through
The Xxxxx Xxxxxxx Health System Corporation
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title:
The Xxxxx Xxxxxxx University
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title:
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