## LASERSCULPT, INC.

## Private Placement Offering – Principal Terms

<table><tr><th>Offeror:</th><th>LaserSculpt, Inc. (the "Company"), a newly-formed Delaware
corporation </th></tr><tr><td>Securities Being Offered:</td><td>Units, each comprised of (a) a 10% Convertible Debenture in
the original stated principal amount of $100,000 and subject to
conversion into shares of the Company's common stock
("Common Stock"), par value $0.0001 per share, at a
conversion price of $1.00 per share and (b) a 5-year Warrant to
purchase 50,000 shares of Common Stock at an exercise price of
$1.50 per share</td></tr><tr><td>Offering Price Per Unit:
Maximum Offering:</td><td>$100,000.00 
30 Units or $3,000,000.00</td></tr><tr><td>Terms of Convertible
Debentures: 

Terms of Warrants:</td><td><u>Original Stated Principal Amount:</u> $100,000.00
<u>Maturity Date:</u> Second anniversary of date of issuance
<u>Interest:</u> 10% per annum, payable on first anniversary of date of
issuance and on maturity
<u>Conversion Features:</u>
Voluntary:  Convertible Debentures will be convertible at the
option of the holder at a conversion price of $1.00 per share
of Common Stock issued upon such conversion (with such
conversion price being subject to adjustment upon a stock
split, reverse stock split or similar event)
<u>Prepayment:</u> The Company may prepay any Convertible
Debenture, in whole or in part from time to time, upon at least
30-days' prior notice to the holder thereof.</td></tr><tr><td></td><td><u>Duration:</u> Five (5) years from date of issuance
<u>Coverage:</u> Each Warrant to entitle the holder thereof to
purchase 50,000 shares of Common Stock at an exercise price
per share of $1.50 (with such exercise price being subject to
adjustment upon a stock split, reverse stock split or similar
event) </td></tr><tr><td>Current Capitalization:</td><td><u>Authorized capital stock:</u> 50 million, of which 40 million are
designated as shares of Common Stock and 10 million are</td></tr></table>

## Private Placement Offering – Principal Terms (cont.)

<table><tr><th rowspan="4"></th><th>designated as "blank check" preferred stock, par value $0.0001
per share</th></tr><tr><td><u>Shares — issued and outstanding or reserved for issuance:</u></td></tr><tr><td>• an aggregate of 14 million shares ofCommon Stock have
been issued and are held by management of the Company
or affiliates thereof</td></tr><tr><td>• an additional 2.8 million shares of Common Stock have
been reserved for issuance as incentive compensation to
be provided to directors, officers, employees and
consultants of the Company or its subsidiaries under an
incentive plan to be adopted by the Company</td></tr></table>