Second Amendment To






                THIS SECOND AMENDMENT TO THE STBBEAUTY, INC. 2004 EQUITY INCENTIVE PLAN (this “Amendment”),dated as of December 13, 2005, is made and adopted by STB BEAUTY, INC., a Delawarecorporation (the “Company”).  Capitalized terms used but not otherwisedefined herein shall have the meanings ascribed to them in the Plan (as definedbelow).


                WHEREAS, the Company maintains theSTB Beauty, Inc. 2004 Equity Incentive Plan (the “Plan”);

                WHEREAS, the Company desires toamend the Plan as set forth below;

                WHEREAS, pursuant to Section 12of the Plan, the Plan may be amended by the Board of Directors of the Company;and

                WHEREAS, the Board of Directorsof the Company has approved this Amendment pursuant to resolutions adoptedeffective December 13, 2005.

                NOW, THEREFORE, in considerationof the foregoing, the Company hereby amends the Plan as follows:

1.                                       The followingparagraph is hereby added to the end of Section 2 of the Plan:

“TheBoard or the Committee may, but need not, from time to time delegate to acommittee of one or more members of the Board or one or more officers of theCompany the authority to grant or administer Awards to participants in the Planother than (a) executive officers of the Company (including executive officerswho are subject to Section 16 of the Exchange Act), (b) (1) employees who areat the date of grant “covered employees,” within the meaning of Section 162(m)of the Code or who are expected to be “covered employees” at the time ofrecognition of income resulting from such Award or (2) persons with respect towhom the Company wishes to comply with Section 162(m) of the Code, or (c)officers of the Company (or members of the Board) to whom authority to grant oradminister Awards has been delegated hereunder. Any delegation pursuant to this paragraph shall be subject to therestrictions and limits that the Board or the Committee specifies at the timeof such delegation of authority and may be rescinded at any time by the Boardor the Committee, as applicable.  At alltimes, any committee appointed under this paragraph shall serve in suchcapacity at the pleasure of the Board or the Committee, as applicable.”

2.             This Amendment shall be and is hereby incorporated inand forms a part of the Plan.  All otherterms and provisions of the Plan shall remain unchanged except as specificallymodified herein.  The Plan, as amended bythis Amendment, is hereby ratified and confirmed.




                Ihereby certify that the foregoing Amendment was duly adopted by the Board ofDirectors of STB Beauty, Inc. on December 13, 2005.





/s/ Myles McCormick



Name: Myles McCormick



Title: Secretary