EXHIBIT 10.43
Advanced Aesthetics, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
December 20, 2005
L Capital Management
00 xxx Xxxxxxxx 0xx
00000 Xxxxx, Xxxxxx
Ladies and Gentlemen:
In connection with the Share Exchange Agreement to be effected with
XxxxXxx.xxx, Inc. on December 20, 2005 ("Share Exchange Agreement"), you will
convert your shares of Series D Preferred of Advanced Aesthetics, Inc. ("AAI")
into shares of AAI Common Stock and convert your Convertible Note dated November
26, 2003 ("Convertible Note") into shares of AAI Common Stock. All of these
shares of AAI Common Stock will then be exchanged for shares of XxxxXxx.xxx,
Inc. in accordance with the terms of the Share Exchange Agreement. This letter
confirms our agreement that following the closing of the Share Exchange
Agreement, we will cause XxxxXxx.xxx, Inc. to enter into appropriate agreements
with you consistent with our agreements set forth in Section 5 of the
Convertible Note and Section 9 of the Certificate of Designation for the Series
D Preferred Stock with respect to the tax matters therein referenced.
Very truly yours,
Advanced Aesthetics, Inc.
By: /s/ Xxxx X. Xxxxxxx
-----------------------
Xxxx Xxxxxxx
President
FCPR L CAPITAL
Represented by: L Capital Management SAS
/s/ Xxxxxxxx Xxxxxxxx
By: __________________________________
