[MD Beauty Letterhead] August 2, 2005


[MD Beauty letterhead]



August 2, 2005


Leslie Blodgett

c/o MD Beauty, Inc.

425 Bush Street

San Francisco, CA 94108


Re:  Employment Agreementdated May 3, 2004


Dear Leslie:


                Reference is madeto the Employment Agreement (the “Agreement”) dated as of May 3, 2004 betweenyou and MD Beauty, Inc. (the “Company”). This letter hereby confirms that notwithstanding the language at Section3(c)(ii) of the Agreement, you may join up to two corporate boards (inaddition to the boards of directors of STB Beauty, Inc. and its subsidiaries)of entities that are not competitors of the Company and you may devote areasonable amount of time to activities as a member of each such board ofdirectors.  Except as specifically setforth in this letter, the terms and provisions of the Agreement shall remain infull force and effect.




Very truly yours,






MD Beauty, Inc.

















Acknowledged and agreed:



/s/ Leslie A. Blodgett


Leslie A. Blodgett