0000930413-07-003508 Sample Contracts

AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT
Intercreditor and Collateral Agency Agreement • April 16th, 2007 • TRUEYOU.COM • Services-personal services • New York

AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT (this “Agreement”) dated as of March 27, 2007 by and among Laurus Master Fund, Ltd., a Cayman Islands corporation (“Laurus”), North Sound Legacy International Ltd. (“NS International”), North Sound Legacy Institutional Fund LLC (“NS Institutional and, together with NS International, “North Sound”), Andrew D. Lipman (“Lipman”), and Seapine Investments LLC (“Seapine”, together with North Sound and Lipman, the “Investors” and together with Laurus in its individual capacity, the “Secured Parties”) and Laurus, as collateral agent (in such capacity, the “Collateral Agent”).

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UNCONDITIONAL GUARANTY AND SECURITY AGREEMENT
Unconditional Guaranty and Security Agreement • April 16th, 2007 • TRUEYOU.COM • Services-personal services • New York

This Unconditional Guaranty and Security Agreement (as the same may be supplemented, modified, amended, restated or replaced from time to time in the manner provided herein, this “Guaranty”) is entered into as of , by (“Guarantor”), in favor of (each a “Lender” and collectively, the “Lenders”).

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