EXHIBIT 10.31 ADVANCED AESTHETICS, LLC EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is entered into by and among Advanced Aesthetics, LLC, a Delaware limited liability company (the "Company"), Advanced Aesthetics, Inc., a Delaware...Employment Agreement • December 23rd, 2005 • TRUEYOU.COM • Services-business services, nec • New York
EXHIBIT 10.12 ADVANCED AESTHETICS, INC. STOCKHOLDERS AGREEMENT December 17, 2003 The parties to this agreement are Advanced Aesthetics, Inc., a Delaware corporation (the "Company"), and each of the other persons executing a signature page to this...Stockholders Agreement • December 23rd, 2005 • TRUEYOU.COM • Services-business services, nec • Delaware
EXHIBIT 10.48 Advisory Services Agreement KIDD & COMPANY, LLC Three Pickwick Plaza Greenwich, CT 06830Services Agreement • December 23rd, 2005 • TRUEYOU.COM • Services-business services, nec • New York
EXHIBIT 10.22 PLEDGE AND SECURITY AGREEMENT PLEDGE AND SECURITY AGREEMENT (this "Agreement"), dated as of March 31, 2004, is by and among the parties identified as "Grantors" on the signature pages hereto and such other parties as may become Grantors...Security Agreement • December 23rd, 2005 • TRUEYOU.COM • Services-business services, nec • New York
EXHIBIT 10.18 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 23rd, 2005 • TRUEYOU.COM • Services-business services, nec • Delaware
EXHIBIT 10.53 THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, ASSIGNED OR TRANSFERRED, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER...TRUEYOU.COM • December 23rd, 2005 • Services-business services, nec • New York
ESCROW AGREEMENTEscrow Agreement • December 23rd, 2005 • TRUEYOU.COM • Services-business services, nec • Connecticut
EXHIBIT 10.2 ADVANCED AESTHETICS, INC. REGISTRATION RIGHTS AGREEMENT September 1, 2005 The parties to this agreement are Advanced Aesthetics, Inc., a Delaware corporation (the "Company"), and each of the individuals or entities executing a signature...Registration Rights Agreement • December 23rd, 2005 • TRUEYOU.COM • Services-business services, nec • Delaware
EXHIBIT 10.1 SUBSCRIPTION AGREEMENT Advanced Aesthetics, Inc. 501 Madison Av. New York, NY 10022 Ladies and Gentlemen: 1. SUBSCRIPTION. (the "Purchaser") hereby agrees to purchase from Advanced Aesthetics, Inc. (the "Company") (i) shares of its Series...Subscription Agreement • December 23rd, 2005 • TRUEYOU.COM • Services-business services, nec • Delaware
EXHIBIT 10.29 ADVANCED AESTHETICS, INC. REGISTRATION RIGHTS AGREEMENT June 30, 2003 The parties to this agreement are Advanced Aesthetics, Inc., a Delaware corporation (the "Company'), and each of the other individuals or entities executing a...Registration Rights Agreement • December 23rd, 2005 • TRUEYOU.COM • Services-business services, nec • Delaware
EXHIBIT 10.17 ADVANCED AESTHETICS, INC. REGISTRATION RIGHTS AGREEMENT November 25, 2003 The parties to this agreement are Advanced Aesthetics, Inc., a Delaware corporation (the "Company"), and each of the other individuals or entities executing a...Registration Rights Agreement • December 23rd, 2005 • TRUEYOU.COM • Services-business services, nec • Delaware
EXHIBIT 10.27 Technology Investment Capital Corp. 8 Sound Shore Drive, Suite 255 Greenwich, Connecticut 06830 July 11, 2005 Advanced Aesthetics, Inc. Anushka PBG Acquisition Sub, LLC Anushka Boca Acquisition Sub, LLC Wild Hare Acquisition Sub, LLC...TRUEYOU.COM • December 23rd, 2005 • Services-business services, nec • Delaware
EXHIBIT 10.19 ADVANCED AESTHETICS, INC. REGISTRATION RIGHTS AGREEMENT (Georgette Klinger, Inc.) April 23, 2004 The parties to this agreement are Advanced Aesthetics, Inc., a Delaware corporation (the "Company"), and each of the other individuals or...Registration Rights Agreement • December 23rd, 2005 • TRUEYOU.COM • Services-business services, nec • Delaware
Article II Representations and Warranties of the Company ---------------------------------------------Securities Purchase Agreement • December 23rd, 2005 • TRUEYOU.COM • Services-business services, nec • New York
EXHIBIT 10.42 -------------TRUEYOU.COM • December 23rd, 2005 • Services-business services, nec • New York
ARTICLE IShare Exchange Agreement • December 23rd, 2005 • TRUEYOU.COM • Services-business services, nec • Delaware
RECITALSTRUEYOU.COM • December 23rd, 2005 • Services-business services, nec • New York
RECITALS:Guaranty Agreement • December 23rd, 2005 • TRUEYOU.COM • Services-business services, nec • New York
EXHIBIT 10.7 ADVANCED AESTHETICS, INC. REGISTRATION RIGHTS AGREEMENTTRUEYOU.COM • December 23rd, 2005 • Services-business services, nec • New York
RECITALSConsulting Services Agreement • December 23rd, 2005 • TRUEYOU.COM • Services-business services, nec
EXHIBIT 10.52 INVESTOR RIGHTS AGREEMENT This Investor Rights Agreement (this "Agreement") is made and entered into as of December 22, 2005 among Trueyou.com, Inc., a Delaware corporation (the "Company"), and each of the purchasers executing this...Investor Rights Agreement • December 23rd, 2005 • TRUEYOU.COM • Services-business services, nec • New York
EXHIBIT 10.30 ADVANCED AESTHETICS, INC. REGISTRATION RIGHTS AGREEMENT June 30, 2003 The parties to this agreement are Advanced Aesthetics, Inc., a Delaware corporation (the "Company"), and each of the other individuals or entities executing a...Registration Rights Agreement • December 23rd, 2005 • TRUEYOU.COM • Services-business services, nec • Delaware
RECITALSNote and Warrant Purchase Agreement • December 23rd, 2005 • TRUEYOU.COM • Services-business services, nec • New York
EXHIBIT 10.3 THIS WARRANT AND THE SHARES OF WARRANT STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE WARRANT STOCK ISSUABLE UPON...TRUEYOU.COM • December 23rd, 2005 • Services-business services, nec • Delaware
EXHIBIT 10.24Securityholders Agreement • December 23rd, 2005 • TRUEYOU.COM • Services-business services, nec • New York
EXHIBIT 10.51 PREFERRED STOCK AND WARRANT PURCHASE AGREEMENTPreferred Stock and Warrant Purchase Agreement • December 23rd, 2005 • TRUEYOU.COM • Services-business services, nec • New York
EXHIBIT 10.45 AMENDED AND RESTATED SHARE TRANSFER AGREEMENT December 20, 2005 This Amended and Restated Share Transfer Agreement is among TrueYou.com Inc., a Delaware corporation (the "Company"), FCPR L Capital, a fonds commun de placements a risque,...Share Transfer Agreement • December 23rd, 2005 • TRUEYOU.COM • Services-business services, nec • New York
Advanced Aesthetics, Inc. 501 Madison Avenue New York, New York 10022TRUEYOU.COM • December 23rd, 2005 • Services-business services, nec
EXHIBIT 10.39 Advanced Aesthetics 501 Madison Avenue New York, NY 10022 November 10, 2005 The Johns Hopkins Health System Corporation The Johns Hopkins University 901 South Bend Street, Suite 550 Baltimore, MD 21231 Gentlemen: This letter will confirm...TRUEYOU.COM • December 23rd, 2005 • Services-business services, nec
This letter will confirm our agreement to extend the period by which we are required to satisfy the "Conditions Precedent" pursuant to Section 5(b) of our Services and Licensing Agreement (the "Agreement") dated December 8, 2004, from October 31, 2005 until December 31, 2005. All other terms and provisions of the Agreement remain unchanged and in full force and effect.
EXHIBIT 10.36 August 12, 2005 Mr. Richard Rakowski Chairman & CEO Advanced Aesthetics, Inc. 501 Madison Avenue, Suite 407 New York, New York 10022 Dear Mr. Radowski: The purpose of this letter agreement ("Agreement") is to set forth the terms and...TRUEYOU.COM • December 23rd, 2005 • Services-business services, nec • California
December 20, 2005 Kidd & Company, LLC Three Pickwick Plaza Greenwich, CT 06830 Re: Advisory Services Agreement Gentlemen: In connection with the contemplated execution of a Share Exchange Agreement (the "Share Exchange Agreement") by Advanced...TRUEYOU.COM • December 23rd, 2005 • Services-business services, nec
RECITALSServices and Licensing Agreement • December 23rd, 2005 • TRUEYOU.COM • Services-business services, nec • Maryland
EXHIBIT 10.14 RETAIL ALLIANCE AGREEMENT BY AND BETWEEN SEPHORA USA, LLCRetail Alliance Agreement • December 23rd, 2005 • TRUEYOU.COM • Services-business services, nec • California
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...TRUEYOU.COM • December 23rd, 2005 • Services-business services, nec
Advanced Aesthetics, Inc. 501 Madison Avenue New York, NY 10022TRUEYOU.COM • December 23rd, 2005 • Services-business services, nec
