TRUEYOU.COM
<DOCUMENT>
<TYPE>EX-10.13
<SEQUENCE>14
<FILENAME>ex10-13f8k05092006.txt
<TEXT>
                                                                   Exhibit 10.13

                             UNCONDITIONAL GUARANTY
                             ----------------------

      This  Unconditional  Guaranty  ("Guaranty")  is entered  into as of May 9,
2006, by Anushka PBG Acquisition Sub, LLC, a Delaware limited  liability company
("Guarantor"),  in favor of Pequot  Healthcare  Fund,  L.P.,  Pequot  Healthcare
Offshore Fund,  Inc.,  Premium Series PCC Limited - Cell 32, Pequot  Diversified
Master Fund,  Ltd.,  Pequot  Healthcare  Institutional  Fund,  L.P., North Sound
Legacy  International  Ltd.  and Klinger  Investments  LLC (each a "Lender"  and
collectively, the "Lenders").

                                    Recitals

      A.  Concurrently  herewith,  Lenders  and  TRUEYOU.COM,  INC.,  a Delaware
corporation ("Borrower"), are entering into that certain Loan Agreement dated of
even date  herewith (as amended,  restated,  or otherwise  modified from time to
time,  the "Loan  Agreement")  pursuant  to which  Lenders  have  agreed to make
certain  advances of money and to extend  certain  financial  accommodations  to
Borrower  (collectively,  the "Loans"),  subject to the terms and conditions set
forth  therein.  Capitalized  terms used but not otherwise  defined herein shall
have the meanings given them in the Loan Agreement.

      B. In  consideration  of the  agreement  of  Lenders  to make the Loans to
Borrower  under the Loan  Agreement,  Guarantor  is willing to guaranty the full
payment and  performance  by Borrower of all of its  obligations  thereunder and
under the other Financing Documents, all as further set forth herein.

      C.  Guarantor  is a  subsidiary  of Borrower  and will obtain  substantial
direct and indirect benefit from the Loans made by Lenders to Borrower under the
Loan Agreement.

      NOW,  THEREFORE,  to induce Lenders to enter into the Loan Agreement,  and
for other good and valuable consideration, the receipt and adequacy of which are
hereby  acknowledged,  and  intending  to be  legally  bound,  Guarantor  hereby
represents, warrants, covenants and agrees as follows:

      Section 1. Guaranty.

            1.1  Unconditional  Guaranty of  Payment.  In  consideration  of the
foregoing,   Guarantor  hereby   irrevocably,   absolutely  and  unconditionally
guarantees to Lenders the prompt and complete  payment and performance  when due
(whether at stated maturity, by acceleration or otherwise) of all Obligations.

            1.2 Separate  Obligations.  These  obligations  are  independent  of
Borrower's  obligations and separate  actions may be brought  against  Guarantor
(whether action is brought against Borrower or whether Borrower is joined in the
action).

      Section 2. Representations and Warranties.

      Guarantor hereby represents and warrants that:

            (a) Guarantor  (i) is a limited  liability  company duly  organized,
validly  existing and in good standing  under the laws of the State of Delaware;
(ii) is duly qualified to do

<PAGE>

business and is in good standing in every  jurisdiction  where the nature of its
business  requires it to be so qualified (except where the failure to so qualify
would not have a material adverse effect on Guarantor's condition,  financial or
otherwise,  or  on  Guarantor's  ability  to  pay  or  perform  the  obligations
hereunder);  and (iii) has all  requisite  power and  authority  to execute  and
deliver this  Guaranty and each  Financing  Document  executed and  delivered by
Guarantor  pursuant to the Loan  Agreement  or this  Guaranty and to perform its
obligations thereunder and hereunder.

            (b) The  execution,  delivery and  performance  by Guarantor of this
Guaranty (i) are within  Guarantor's powers and have been duly authorized by all
necessary action;  (ii) do not contravene  Guarantor's  charter documents or any
law or any contractual restriction binding on or affecting Guarantor or by which
Guarantor's property may be affected;  (iii) do not require any authorization or
approval or other action by, or any notice to or filing with,  any  governmental
authority  or any other  Person under any  indenture,  mortgage,  deed of trust,
lease,  agreement or other  instrument to which Guarantor is a party or by which
Guarantor or any of its property is bound,  except such as have been obtained or
made;  and (iv) do not result in the imposition or creation of any Lien upon any
property of Guarantor.

            (c) This  Guaranty is a valid and binding  obligation  of Guarantor,
enforceable  against  Guarantor  in  accordance  with its  terms,  except as the
enforceability  thereof may be subject to or limited by bankruptcy,  insolvency,
reorganization,  arrangement,  moratorium  or other  similar laws relating to or
affecting the rights of creditors generally.

            (d)  There is no  action,  suit or  proceeding  affecting  Guarantor
pending or threatened before any court,  arbitrator,  or governmental authority,
domestic or foreign,  which may have a material adverse effect on the ability of
Guarantor to perform its obligations under this Guaranty.

            (e) Guarantor's  obligations hereunder are not subject to any offset
or defense against Lenders or Borrower of any kind.

            (f) The  incurrence of Guarantor's  obligations  under this Guaranty
will not cause Guarantor to (i) become insolvent; (ii) be left with unreasonably
small capital for any business or  transaction  in which  Guarantor is presently
engaged  or plans to be  engaged;  or (iii) be  unable  to pay its debts as such
debts mature.

            (g) Guarantor  covenants,  warrants,  and represents to Lenders that
all representations  and warranties  contained in this Guaranty shall be true at
the time of  Guarantor's  execution  and  delivery of this  Guaranty,  and shall
continue  to be  true so long as this  Guaranty  remains  in  effect.  Guarantor
expressly agrees that any misrepresentation or breach of any warranty whatsoever
contained in this Guaranty shall be deemed material.

      Section 3. General Waivers. Guarantor waives:

            (a) Any right to require Lenders to (i) proceed against  Borrower or
any other Person;  (ii) proceed  against or exhaust any security or (iii) pursue
any other remedy.  Lenders may exercise or not exercise any right or remedy they
has against  Borrower or any  security it holds  without  affecting  Guarantor's
liability hereunder.

            (b) Any defenses  from  disability  or other  defense of Borrower or
from the cessation of Borrower's liabilities.

                                       2

<PAGE>

            (c) Any setoff, defense or counterclaim against Lenders.

            (d) Any defense from the absence, impairment or loss of any right of
reimbursement  or  subrogation  or any  other  rights  against  Borrower.  Until
Borrower's  obligations  to Lenders  have been paid,  Guarantor  has no right of
subrogation or reimbursement or other rights against Borrower.

            (e) Any  right to  enforce  any  remedy  that  Lenders  has  against
Borrower.

            (f) Any rights to participate in any security held by Lenders.

            (g) Any demands for performance, notices of nonperformance or of new
or  additional  indebtedness  incurred  by Borrower  to  Lenders.  Guarantor  is
responsible  for being and  keeping  itself  informed  of  Borrower's  financial
condition.

            (h) The benefit of any act or omission by Lenders which  directly or
indirectly  results  in or  aids  the  discharge  of  Borrower  from  any of the
Obligations by operation of law or otherwise.

      Section  4.  Reinstatement.  Notwithstanding  any  provision  of the  Loan
Agreement  to the  contrary,  the  liability  of  Guarantor  hereunder  shall be
reinstated  and revived and the rights of Lenders  shall  continue if and to the
extent that for any reason any payment by or on behalf of  Guarantor or Borrower
is rescinded or must be  otherwise  restored by Lenders,  whether as a result of
any proceedings in bankruptcy or reorganization or otherwise, all as though such
amount had not been paid. The  determination as to whether any such payment must
be  rescinded  or  restored  shall be made by Lenders in their sole  discretion;
provided,  however,  that if Lenders  choose to contest  any such  matter at the
request of Guarantor,  Guarantor  agrees to indemnify and hold harmless  Lenders
from  all  costs  and  expenses  (including,   without  limitation,   reasonable
attorneys' fees) of such  litigation.  To the extent any payment is rescinded or
restored,  Guarantor's  obligations hereunder shall be revived in full force and
effect without reduction or discharge for that payment.

      Section  5. No  Waiver;  Amendments.  No failure on the part of Lenders to
exercise,  no delay in exercising  and no course of dealing with respect to, any
right  hereunder  shall  operate  as a waiver  thereof;  nor shall any single or
partial  exercise of any right hereunder  preclude any other or further exercise
thereof or the exercise of any other right.  The  remedies  herein  provided are
cumulative and not exclusive of any remedies  provided by law. This Guaranty may
not be amended or modified  except by written  agreement  between  Guarantor and
Lenders, and no consent or waiver hereunder shall be valid unless in writing and
signed by Lenders.

                                       3

<PAGE>

      Section 6. Compromise and Settlement. No compromise,  settlement, release,
renewal, extension,  indulgence, change in, waiver or modification of any of the
Obligations or the release or discharge of Borrower from the  performance of any
of the  Obligations  shall release or discharge  Guarantor from this Guaranty or
the performance of the obligations hereunder.

      Section 7. Subordination  Provisions.  Notwithstanding  anything herein to
the contrary, no payment shall be made under this Guaranty except with the prior
written consent of Technology Investment Capital Corporation,  the holder of the
Company's  outstanding  senior  indebtedness  and any other holders of any other
senior debt or senior subordinated debt at the time outstanding.

      Section 8. Notice.  Any notice or other  communication  herein required or
permitted to be given shall be in writing and may be delivered in person or sent
by  facsimile  transmission,  overnight  courier,  or  by  United  States  mail,
registered or certified, return receipt requested, postage prepaid and addressed
as follows:

      If to Guarantor:        Anushka PBG Acquisition Sub, LLC
                              501 Merritt 7, 5th Floor
                              Norwalk, Connecticut  06831
                              Telephone No.: 203-295-2121

      If to Lenders:          PEQUOT HEALTHCARE FUND, L.P.
                              PEQUOT HEALTHCARE OFFSHORE FUND, INC.
                              PREMIUM SERIES PCC LIMITED - CELL 32
                              PEQUOT DIVERSIFIED MASTER FUND, LTD.
                              PEQUOT HEALTHCARE INSTITUTIONAL FUND, L.P.
                              c/o Pequot Capital Management
                              Attn: Amber Tencic
                              500 Nyala Capital Farm Road
                              Westport, Connecticut  06880
                              Telephone No. 203-429-2251

                              NORTH SOUND LEGACY
                              INSTITUTIONAL FUND LLC
                              NORTH SOUND LEGACY
                              INTERNATIONAL LTD.
                              20 Horseneck Lane
                              Greenwich, Connecticut  06830
                              Telephone No.: 203-967-5700

                              KLINGER INVESTMENTS LLC
                              10 Glenville Street
                              Greenwich, Connecticut  06831
                              Telephone No.: 203-661-0070

or at such  other  address  as may be  substituted  by  notice  given as  herein
provided. Every notice, demand, request, consent, approval, declaration or other
communication hereunder shall be deemed to have been duly given or served on the
date on which  personally  delivered or sent by facsimile  transmission or three
(3) Business Days after the same shall have been  deposited in the United States
mail. If sent by overnight courier service, the date of delivery shall be deemed
to be the next Business Day after deposited with such service.

      Section 9. Entire  Agreement.  This Guaranty  constitutes and contains the
entire   agreement  of  the  parties  and  supersedes  any  and  all  prior  and
contemporaneous  agreements,

                                       4

<PAGE>

negotiations,   correspondence,   understandings  and   communications   between
Guarantor and Lender,  whether  written or oral,  respecting  the subject matter
hereof.

      Section 10. Severability.  If any provision of this Guaranty is held to be
unenforceable  under  applicable  law for any reason,  it shall be adjusted,  if
possible,  rather than voided in order to achieve  the intent of  Guarantor  and
Lenders  to the extent  possible.  In any event,  all other  provisions  of this
Guaranty shall be deemed valid and enforceable to the full extent possible under
applicable law.

      Section 11. Payment of Expenses.  Guarantor shall pay, promptly on demand,
all Expenses  incurred by Lenders in defending  and/or  enforcing this Guaranty.
For  purposes  hereof,  "Expenses"  shall  mean  costs and  expenses  (including
reasonable  fees  and  disbursements  of any  law  firm)  for  defending  and/or
enforcing this Guaranty  (including those incurred in connection with appeals or
proceedings by or against any Guarantor under the United States Bankruptcy Code,
or any other bankruptcy or insolvency law, including assignments for the benefit
of  creditors,  compositions,   extensions  generally  with  its  creditors,  or
proceedings seeking reorganization, arrangement, or other relief).

      Section 12.  Assignment.  This Guaranty shall be binding upon and inure to
the  benefit of  Guarantor  and  Lenders  and their  respective  successors  and
assigns.

      Section 13.  Governing  Law.  THIS  GUARANTY  SHALL BE DEEMED TO HAVE BEEN
DELIVERED AT AND SHALL BE  INTERPRETED,  AND THE RIGHTS AND  LIABILITIES  OF THE
PARTIES HERETO DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 14.  Venue.  GUARANTOR  IRREVOCABLY  CONSENTS  THAT ANY LEGAL  ACTION OR
PROCEEDING  AGAINST IT UNDER,  ARISING OUT OF OR IN ANY MANNER  RELATING TO THIS
GUARANTY DOCUMENTS, MAY BE BROUGHT IN ANY COURT OF THE STATE OF NEW YORK LOCATED
IN NEW YORK,  NEW YORK OR IN THE UNITED STATES  DISTRICT  COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK. GUARANTOR, BY THE EXECUTION AND DELIVERY OF THIS GUARANTY,
EXPRESSLY AND  IRREVOCABLY  ASSENTS AND SUBMITS TO THE PERSONAL  JURISDICTION OF
ANY OF SUCH COURTS IN ANY SUCH  ACTION OR  PROCEEDING,  AND FURTHER  IRREVOCABLY
CONSENTS  TO THE  SERVICE OF ANY  COMPLAINT,  SUMMONS,  NOTICE OR OTHER  PROCESS
RELATING TO SUCH ACTION OR  PROCEEDING  BY DELIVERY  THEREOF TO IT BY HAND OR BY
MAIL IN THE MANNER PROVIDED FOR IN THIS AGREEMENT.  GUARANTOR  HEREBY  EXPRESSLY
AND  IRREVOCABLY  WAIVES ANY CLAIM OR DEFENSE IN ANY SUCH  ACTION OR  PROCEEDING
BASED ON ANY ALLEGED LACK OF PERSONAL JURISDICTION,  IMPROPER VENUE OR FORUM NON
CONVENIENS  OR ANY SIMILAR  BASIS.  GUARANTOR  SHALL NOT BE ENTITLED IN ANY SUCH
ACTION OR  PROCEEDING  TO ASSERT ANY DEFENSE  GIVEN OR ALLOWED UNDER THE LAWS OF
ANY STATE OTHER THAN THE STATE OF NEW YORK UNLESS SUCH  DEFENSE IS ALSO GIVEN OR
ALLOWED  BY THE LAWS OF THE STATE OF NEW YORK.  NOTHING IN THIS  GUARANTY  SHALL
AFFECT OR IMPAIR IN ANY MANNER OR TO ANY EXTENT THE RIGHT OF LENDERS TO COMMENCE
LEGAL PROCEEDINGS OR

                                       5

<PAGE>

OTHERWISE  PROCEED  AGAINST  GUARANTOR  IN ANY  JURISDICTION  OR TO  SERVE
PROCESS IN ANY MANNER PERMITTED BY LAW.

      Section 15.  Waiver of Jury Trial.  GUARANTOR  HEREBY  WAIVES ANY RIGHT TO
TRIAL BY JURY WITH RESPECT TO ANY ACTION OR PROCEEDING RELATING TO THIS GUARANTY
OR ANY  AGREEMENT,  INSTRUMENT OR DOCUMENT  EXECUTED AND DELIVERED IN CONNECTION
HEREWITH OR THEREWITH, INCLUDING THE FINANCING DOCUMENTS.

                                    Anushka PBG Acquisition Sub, LLC


                                   By: /s/ Richard Rakowski
                                       ----------------------------------------
                                         Name:  Richard Rakowski
                                         Title: Chief Executive Officer/Chairman
</TEXT>
</DOCUMENT>
