TRUEYOU.COM
10.42; LIMITED WAIVER AND AMENDMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>47
<FILENAME>ex10-42.txt
<DESCRIPTION>10.42; LIMITED WAIVER AND AMENDMENT
<TEXT>

                                                                   EXHIBIT 10.42
                                                                   -------------

                                                                  Execution Copy
                                                                  --------------


                          LIMITED WAIVER AND AMENDMENT

         LIMITED  WAIVER AND  AMENDMENT,  dated as of  December  20,  2005 (this
"Waiver and Amendment"),  to that certain Note and Warrant  Purchase  Agreement,
dated as of March 31, 2004 (the "Original  Purchase  Agreement"),  as amended by
the  amendments  and  waivers  hereinafter  referred  to, by and among  Advanced
Aesthetics,  Inc., a Delaware corporation (the "Old Parent") and each of Anushka
PBG Acquisition Sub, LLC, a Delaware limited  liability company ("Anushka PBG"),
Anushka  Boca  Acquisition  Sub,  LLC,  a  Delaware  limited  liability  company
("Anushka  Boca"),  Wild Hare Acquisition Sub, LLC, a Delaware limited liability
company ("Wild Hare Acquisition"),  DiSchino Corporation,  a Florida corporation
("DiSchino"),  and  Advanced  K,  LLC,  a  Delaware  limited  liability  company
("Advanced K, LLC";  each of Advanced K, LLC,  Anushka PBG,  Anushka Boca,  Wild
Hare  Acquisition  and  DiSchino  being  herein  called  a  "Co-Borrower";   the
Co-Borrowers   and  the  Old  Parent  being  herein   collectively   called  the
"Obligors"),  the other  affiliates  of the Old Parent  listed on the  signature
pages hereto (the "Other  Guarantors"),  Technology  Investment Capital Corp., a
Maryland corporation, as Collateral Agent (the "Collateral Agent") and Purchaser
(the  "Purchaser"),  and  TrueYou.com,  Inc., a Delaware  corporation  (the "New
Parent").

                                 R E C I T A L S

         A. Pursuant to the Original Purchase Agreement, the Purchaser agreed to
purchase,  subject to the  satisfaction  of certain  conditions,  senior secured
promissory  notes  due  2009  of the  Co-Borrowers  (the  "Note")  in a  maximum
aggregate principal amount of $10,000,000.

         B. Pursuant to amendments dated May 30, 2004, June 29, 2004,  September
30, 2004, March 15, 2005 and July 11, 2005, a Limited Waiver and Amendment dated
February 23, 2005, a Waiver and Amendment dated as of August 30, 2005, a Limited
Waiver and Amendment dated as of October 26, 2005 (the "October Amendment"), and
an Amendment  to Note and Warrant  Purchase  Agreement  dated as of November 29,
2005 (the foregoing  amendments and waivers being herein collectively called the
"Amendments"),  certain  amendments were made to the Original Purchase Agreement
and certain obligations under the Original Purchase Agreement were waived by the
Purchaser.  The  Original  Purchase  Agreement as amended by the  Amendments  is
hereinafter referred to as the "Existing Purchase Agreement".  Capitalized terms
used herein without  definition shall have the respective  meanings  ascribed to
them in the Existing  Purchase  Agreement or in the Security  Agreement  (as the
case may be).

         C. Pursuant to a Share Exchange  Agreement  dated as of the date hereof
(the  "Exchange  Agreement")  among  the  New  Parent,  the Old  Parent  and the
securityholders  of the  Old  Parent  signatory  thereto,  on the  date  hereof,
immediately   prior  to  the  execution  of  this  Waiver  and  Amendment,   the
securityholders  of the Old  Parent  (including  the  Purchaser),  with  certain
exceptions,  have  transferred all securities of the Old Parent owned by them to
the New Parent,  in exchange for  securities  of the New Parent,  as a result of
which the Old Parent has become a subsidiary of the New Parent (such exchange of
securities and the other transactions  contemplated by the Exchange Agreement to
occur on the date hereof being  hereinafter  collectively  called the  "Exchange
Transactions").  In connection  therewith,  on the date hereof the Purchaser has
exchanged all of its  outstanding  warrants to purchase  common stock of the Old
Parent for new warrants (the "New  Warrants")  to purchase  shares of the common
stock, par



<PAGE>

value $.001 per share, of the New Parent  ("TrueYou Common Stock") and otherwise
containing  substantially the same terms and provisions as were contained in the
warrants so exchanged,  all in accordance  with the terms and  provisions of the
Exchange Agreement.

         D. Under the terms of the October Amendment, the parties thereto agreed
in Sections  4, 5 and 7 thereof  that the time for  delivery by the  Obligors of
certain monthly, quarterly and annual financial statements of the Old Parent and
its  Subsidiaries  (the  "Delayed  Financial  Statements")  would be extended to
November  15,  2005.  The  Obligors  failed to  deliver  the  Delayed  Financial
Statements  on or prior to that date and did not complete  the delivery  thereof
until December 15, 2005.

         E. The Obligors and the New Parent have  requested,  and the  Purchaser
has agreed,  to make certain  amendments  to, and to waive  certain  obligations
under, the Existing Purchase Agreement.

         NOW,  THEREFORE,  in  consideration  of the foregoing  recitals and the
mutual  covenants  and  agreements  contained  herein,  and for  other  good and
valuable   consideration  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto agree as follows:

         1. Consent to Amendment to Certificate of Incorporation.  The Purchaser
hereby  consents  to the  adoption  by the Old  Parent  of an  amendment  to its
Certificate of  Incorporation  increasing  its authorized  capital to 70,000,000
shares of common stock,  which amendment became effective on September 12, 2005,
and  hereby  irrevocably  waives any  Default or Event of Default  that may have
occurred by reason of such amendment.

         2.  Consent  to  Change of Name of Old  Parent.  The  Purchaser  hereby
consents to the change of name of the Old Parent to "Klinger Advanced Aesthetics
Inc.," and  irrevocably  waives any  requirement  of notice with respect to such
change.  The Old Parent hereby consents to the filing of such Uniform Commercial
Code  financing  statements  or amendments  thereto,  and such other filings and
other  actions as in the  judgment  of the  Collateral  Agent may be required to
perfect and preserve the Liens of the Collateral  Agent in all Collateral of the
Old Parent now owned or hereafter acquired or arising.

         3. Waiver With Respect To Delivery of Delayed Financial Statements. The
Purchaser hereby  irrevocably  waives any Default or Event of Default  resulting
from the failure of the Obligors to deliver the Delayed Financial  Statements to
the Purchaser on or before November 15, 2005. In  consideration  of such waiver,
the  Company  agrees  that on each day  during  the  period  from and  including
November  16,  2005 to but not  including  December  15, 2005 (the date on which
delivery of the Delayed  Financial  Statements to the Purchaser was  completed),
the outstanding  principal amount of the Note shall bear interest at the rate of
15% per  annum,  in lieu of the rate that  would  otherwise  apply  pursuant  to
Section  2.2(d)(i)  or (ii) of the  Existing  Purchase  Agreement  as in  effect
immediately  prior to the date hereof (and the  provisions of Section  2.2(d)(i)
and (ii) of the Existing Purchase Agreement and the corresponding  provisions of
the Note  shall  hereby be deemed  amended to so  provide  with  respect to such
period).



                                      -2-
<PAGE>

         4. Consent to Exchange  Transactions.  The Purchaser hereby consents to
the  execution  and delivery by the Old Parent of the Exchange  Agreement and to
the  performance  by it of its  obligations  thereunder,  and  agrees  that  the
Exchange Transactions,  if effected in accordance with the terms of the Exchange
Agreement,  will not  constitute  or be deemed to have  resulted  in a Change of
Control or a Default or Event of  Default.  The New  Warrant to be issued to the
Purchaser  on the  Closing  Date  shall  be in the  form of  Exhibit  A and,  as
consideration  for setting the Exercise Price stated therein at $.001 per share,
the New Parent  shall pay to the  Purchaser on the date the New Warrant is first
exercised  in  whole or in part a fully  earned  and  non-refundable  fee in the
amount of $1,332.00.

         5. Amendments to Transaction  Documents.  Effective on the date hereof,
the  Existing  Purchase  Agreement,  the  Security  Agreement  and the  Guaranty
Agreement are hereby amended as follows:

            (a) except  where used solely in  connection  with a stated event or
     condition  occurring or period  ending  prior to the date hereof,  the term
     "Parent" as used in the Existing Purchase Agreement shall be deemed to mean
     and refer to the New Parent;

            (b) the term "Closing  Date"  appearing at the end of the definition
     of "Change of  Control"  appearing  in Section 1 of the  Existing  Purchase
     Agreement  is hereby  deleted  and there is  inserted  in lieu  thereof the
     phrase   "December  20,  2005  after  giving  effect  to  the  transactions
     contemplated  by the Share Exchange  Agreement  dated as of such date among
     the Parent,  Advanced  Aesthetics,  Inc.  and the  securityholders  parties
     thereto";

            (c) the term "Guarantor" as used in the Existing Purchase  Agreement
     and the  Guaranty  Agreement  shall be deemed to include  the New Parent in
     addition to all other Persons referred to by that term immediately prior to
     the date hereof;

            (d) the term  "Obligor" as used in the Existing  Purchase  Agreement
     and the  Guaranty  Agreement  shall be deemed to include  the New Parent in
     addition to all other Persons referred to by that term immediately prior to
     the date hereof;

            (e) the term  "Grantor" as used in the Security  Agreement  shall be
     deemed to include the New Parent in addition to all other Persons  referred
     to by that term immediately prior to the date hereof;

            (f) the Existing  Purchase  Agreement shall be deemed amended to add
     the New Parent as a party  thereto,  as the "Parent" and a "Guarantor"  and
     "Obligor" thereunder;

            (f) the Security  Agreement  shall be deemed  amended to add the New
     Parent as a party thereto and a "Grantor" thereunder; and

                  (g) the Guaranty  Agreement shall be deemed amended to add the
         New Parent as a party thereto and a "Guarantor" thereunder.


                                      -3-
<PAGE>


         6. Assumption of Obligations.
            -------------------------

            (a) The New Parent hereby agrees that, effective on the date hereof:

               (i) it  shall  become  and  shall  hereafter  be a  party  to the
            Existing  Purchase   Agreement,   as  amended  by  this  Waiver  and
            Amendment,  as the "Parent" and an additional "Obligor"  thereunder,
            and shall  hereafter  perform all of its  obligations  as such party
            thereunder;

               (ii) it  shall  become  and  shall  hereafter  be a party  to the
            Guaranty Agreement as an additional "Guarantor" thereunder and shall
            hereafter perform all of its obligations as such party thereunder;

               (iii) it  shall  become  and  shall  hereafter  be a party to the
            Security Agreement as an additional  "Grantor"  thereunder and shall
            hereafter  perform all of its obligations as such party  thereunder;
            and in  accordance  therewith  the New Parent  hereby  grants to the
            Collateral Agent a security  interest in all Collateral now owned by
            it or  hereafter  acquired by it or arising,  and all  proceeds  and
            products  thereof,  to secure the payment and performance in full of
            all of the Obligations, and hereby further pledges to the Collateral
            Agent, in accordance with the terms of the Security  Agreement,  all
            of the shares of capital  stock of the Old Parent owned by it on the
            date  hereof   immediately  after  giving  effect  to  the  Exchange
            Transactions,  and as soon as practicable (and in no event more than
            five  Business  Days)  after the date  hereof  shall  deliver to the
            Collateral  Agent  all  certificates  representing  such  shares  of
            capital stock,  accompanied by appropriate undated stock powers duly
            executed by the New Parent in blank; and

               (iv) it hereby assumes all obligations and liabilities of the Old
            Parent under the Registration Rights Agreement dated as of March 31,
            2004 between the Old Parent and the  Purchaser,  and further  agrees
            that,  from and after the date  hereof,  the term  "Company" as used
            therein  shall be  deemed  to refer to the New  Parent  and the term
            "Common  Shares"  as used  therein  shall be  deemed to refer to the
            shares of common stock of the New Parent.

            (b) The Old Parent agrees that on and after the date hereof it shall
     remain a party to (i) the Purchase Agreement as an Obligor thereunder, (ii)
     the Guaranty  Agreement as a Guarantor  thereunder,  and (iii) the Security
     Agreement  as  a  Grantor  thereunder,  and  shall  hereafter  perform  its
     obligations as such respective party under each of such agreements. The Old
     Parent  hereby  further  agrees that,  effective  on the date  hereof,  the
     Securityholders Agreement dated as of March 31, 2004 between the Old Parent
     and the Purchaser is terminated and shall be of no further force or effect

         7. Representations and Warranties of the Obligors, the Other Guarantors
the New Parent.  Each of the  Obligors and Other  Guarantors  and the New Parent
represents and warrants to the Purchaser that:

         (a) After giving effect to the transactions contemplated by this Waiver
and  Amendment,  no  Default  or Event of  Default  will  have  occurred  and be
continuing.


                                      -4-
<PAGE>

         (b)  After   giving   effect  to  this   Waiver  and   Amendment,   the
representations  and warranties  contained in Section 3 of the Existing Purchase
Agreement as hereby further amended are true in all material  respects on and as
of the date hereof after giving effect to the Exchange  Transactions  as if made
on and as of the date hereof after giving effect  thereto,  except to the extent
that such representations and warranties specifically relate to an earlier date,
in which case they are true in all material respects as of such earlier date.

         (c) The execution, delivery and performance by each of the Obligors and
Other  Guarantors  and the New Parent of this  Waiver and  Amendment  are within
their  respective  corporate or limited  liability  company powers and have been
duly authorized by all necessary  corporate or limited  liability company action
of each respective  Obligor and Other Guarantor and the New Parent.  This Waiver
and  Amendment  has been duly executed and delivered by each of the Obligors and
Other  Guarantors  and  the New  Parent  and is the  legal,  valid  and  binding
obligation of each of them,  enforceable against each of them in accordance with
its  terms,  except  to the  extent  that such  enforcement  may be  limited  by
applicable  bankruptcy,  insolvency and other similar laws affecting  creditors'
rights generally and by general principles of equity.

         (d) Neither the  execution and delivery by any of the Obligors or Other
Guarantors or the New Parent of this Waiver and Amendment,  nor the  fulfillment
of or compliance  with the terms and provisions  hereof,  will conflict with, or
result in a breach or violation of the terms,  conditions or  provisions  of, or
constitute  a  default  under,  or  result  in the  creation  of any Lien on any
properties  or  assets  of any  Obligor  or Other  Guarantor  or the New  Parent
pursuant to, the Organizational  Documents of such Obligor or Other Guarantor or
New Parent or any contract, agreement,  mortgage, indenture, lease or instrument
to which  such  Obligor  or Other  Guarantor  or the New Parent is a party or by
which it is bound or to which any of its assets are subject,  or any Requirement
of Law to which such Obligor or Other  Guarantor or the New Parent or any of its
assets are subject.

         (e)  No  consent,   approval  or   authorization   of  or  declaration,
registration or filing with any  Governmental  Authority or any  nongovernmental
Person,  including,  without  limitation,  any  creditor or  stockholder  of any
Obligor or Other Guarantor or the New Parent, is required in connection with the
execution or delivery by it of this Waiver and Amendment or the  performance  by
it of its obligations hereunder, or as a condition to the legality,  validity or
enforceability of this Waiver and Amendment or any provision hereof.

         8.  Additional  Representations,  Warranties  and  Covenants of the New
Parent.

         (a) Attached  hereto as Schedule 1 is a  certificate  signed by the New
Parent and entitled "Perfection Certificate" (the "Perfection Certificate"). The
New Parent  represents and warrants to the Collateral Agent as follows:  (a) the
New Parent's exact legal name is that  indicated on the  Perfection  Certificate
and on the signature page hereof,  (b) the New Parent is an  organization of the
type and organized in the jurisdiction set forth in the Perfection  Certificate,
(c)  the  Perfection   Certificate   accurately  sets  forth  the  New  Parent's
organizational  identification  number or accurately  states that the New Parent
has none, (d) the Perfection  Certificate accurately sets forth the New Parent's
place of business  or, if more than one, its chief  executive  office as well as
the New Parent's mailing address if different, and (e) all other information set
forth on the Perfection Certificate pertaining to the New Parent is accurate and
complete.



                                      -5-
<PAGE>

         (b) As soon as practicable after the date hereof,  the New Parent shall
use its best efforts to cause its Certificate of  Incorporation to be amended to
increase the number of authorized  shares of TrueYou Common Stock to such number
as shall be  sufficient  to permit the  exercise in full of the New Warrants (in
addition to such number  thereof as shall be required for issuance upon exercise
of all other outstanding warrants,  options and other rights to subscribe for or
purchase  shares of TrueYou Common Stock or upon  conversion of all  outstanding
securities that are convertible into or exchangeable for such shares), and shall
thereupon  reserve for issuance upon exercise of the New Warrants that number of
authorized  shares of TrueYou  Common  Stock which  shall be  required  for such
purpose. In the event that the Purchaser shall notify the New Parent at any time
prior to the effective  date of such  amendment  that it desires to exercise the
New  Warrants  prior to such  effective  date,  the New Parent  shall  thereupon
promptly  issue to the Purchaser,  in exchange for the New Warrants,  substitute
warrants  exercisable  to  purchase  that  number  of  shares  of  a  series  of
convertible  preferred  stock  of the  New  Parent  that  are  then  immediately
convertible  into the number of shares of TrueYou  Common  Stock that would then
have been issuable upon exercise of the New Warrants in full if the  Certificate
of Incorporation  of the New Parent had then provided for sufficient  authorized
shares  of  TrueYou  Common  Stock  to  satisfy  such  exercise,  and  otherwise
containing substantially the same terms and provisions as the New Warrants.

         (c) The New Parent  hereby  further  agrees  that the shares of TrueYou
Common Stock  issuable on exercise of the New  Warrants  will be included in the
securities to be registered for resale pursuant to the Registration Statement on
Form S-1 to be filed with the Securities and Exchange  Commission as provided in
Section 7.07(a) of the Exchange Agreement, on the same basis as the other shares
of TrueYou Common Stock to be registered thereunder.

         9. Additional Delivery Requirements.  The New Parent and the Old Parent
hereby agree that,  promptly (and in any event within five Business  Days) after
the date hereof,  they shall  deliver to the  Purchaser  (i) a pro forma balance
sheet, based on the latest available quarterly  historical balance sheets of the
New Parent and the Old Parent,  showing the effect of the Exchange  Transactions
on  a  pro  forma  basis  as  though  the  Exchange  Transactions  had  occurred
immediately prior to the date of such historical balance sheets, and (ii) a true
and correct list, as of the date hereof  immediately  after giving effect to the
Exchange  Transactions,  of all record  owners of the  capital  stock of the New
Parent,  and holders of all  options,  warrants  and other rights to purchase or
acquire  capital  stock of the New Parent  and  securities  convertible  into or
exchangeable  for shares of capital  stock of the New Parent,  identifying  each
such record  owner,  and the number of shares of each class of capital stock and
the number of all such options,  warrants, rights or convertible or exchangeable
securities owned of record by each such Person. It is hereby further agreed that
a breach of any of the  representations,  warranties,  covenants  or  agreements
contained  in this  Section 9 or in Section 7 or 8 hereof  shall  constitute  an
Event of Default under the Existing Purchase Agreement as hereby amended.

         10. Payment of Fees and Expenses. The Obligors and the New Parent shall
pay, or reimburse  the  Purchaser  for, all costs and expenses of the  Purchaser
incurred in connection with the  negotiation,  preparation and execution of this
Amendment  and  Waiver,   including   without   limitation  the  fees  and  cash
disbursements of Purchaser's special counsel, Nixon Peabody LLP.



                                      -6-
<PAGE>

         11. Effect of Waiver and Amendment. It is hereby agreed that, except as
specifically  provided  herein,  this Waiver and  Amendment  does not in any way
affect or impair the terms,  conditions  and other  provisions  of the  Existing
Purchase Agreement or any of the other Transaction Documents, or the obligations
of the Obligors or Other Guarantors  thereunder,  and all terms,  conditions and
other provisions of the Existing  Purchase  Agreement and the other  Transaction
Documents   shall  remain  in  full  force  and  effect  except  to  the  extent
specifically  amended,  modified or waived  pursuant to the  provisions  of this
Waiver and Amendment.

         12.  Counterparts.  This  Waiver and  Amendment  may be executed in any
number of  counterparts,  each of which shall be deemed an original,  and all of
which taken together shall be deemed to constitute one and the same  instrument.
Delivery  of an  executed  counterpart  of a  signature  page of this Waiver and
Amendment by telecopy or other  electronic  means shall be effective as delivery
of a manually  executed  counterpart  of this  Agreement.  Delivery  of manually
executed  counterparts  of this Waiver and Amendment  shall  immediately  follow
delivery by telecopy or other electronic  means, but the failure to so deliver a
manually executed counterpart shall not affect the validity,  enforceability, or
binding effect hereof.

         13.  Governing Law. THIS WAIVER AND AMENDMENT  SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         14.  Headings.  Section headings are included herein for convenience of
reference  only and shall not constitute a part of this Waiver and Amendment for
any other purposes.

              [THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]



                                      -7-
<PAGE>


         IN WITNESS  WHEREOF,  the parties  hereto have executed this Waiver and
Amendment as of the day and year first written above.

                                     ADVANCED AESTHETICS, INC.

                                     By: /s/ John Higgins
                                        ----------------------------------------
                                          Name: John Higgins
                                          Title: President


                                     ANUSHKA PBG ACQUISITION SUB, LLC

                                     By: /s/ John Higgins
                                        ----------------------------------------
                                          Name: John Higgins
                                          Title: President


                                     ANUSHKA BOCA ACQUISITION SUB, LLC

                                     By: /s/ John Higgins
                                        ----------------------------------------
                                          Name: John Higgins
                                          Title: President


                                     WILD HARE ACQUISITION SUB, LLC

                                     By: /s/ John Higgins
                                        ----------------------------------------
                                          Name: John Higgins
                                          Title: President


                                     DISCHINO CORPORATION

                                     By: /s/ John Higgins
                                        ----------------------------------------
                                          Name: John Higgins
                                          Title: President



                                      -8-
<PAGE>

                                     ADVANCED K, LLC


                                     By: /s/ John Higgins
                                        ----------------------------------------
                                          Name: John Higgins
                                          Title: President


                                     ANUSHKA PBG, LLC

                                     By: /s/ John Higgins
                                        ----------------------------------------
                                          Name: John Higgins
                                          Title: President


                                     ANUSHKA BOCA, LLC

                                     By: /s/ John Higgins
                                        ----------------------------------------
                                          Name: John Higgins
                                          Title: President


                                     WILD HARE, LLC

                                     By: /s/ John Higgins
                                        ----------------------------------------
                                          Name: John Higgins
                                          Title: President


                                     ADVANCED AESTHETICS SUB, INC.

                                     By: /s/ John Higgins
                                        ----------------------------------------
                                          Name: John Higgins
                                          Title: President

                                      -9-
<PAGE>

                                     ADVANCED AESTHETICS, LLC

                                     By: /s/ John Higgins
                                        ----------------------------------------
                                          Name: John Higgins
                                          Title: President


                                     TRUEYOU.COM, INC.

                                     By: /s/ John Higgins
                                        ----------------------------------------
                                          Name: John Higgins
                                          Title: President


                                     TECHNOLOGY INVESTMENT CAPITAL CORP., as
                                     Collateral Agent and Purchaser

                                     By: /s/ Saul B. Rosenthal
                                        ----------------------------------------
                                        Name:  Saul B. Rosenthal
                                        Title:  President





                                      -10-
</TEXT>
</DOCUMENT>
