Bare Escentuals Beauty, Inc. Product Sales Policy

Bare Escentuals Beauty, Inc., ("Bare Escentuals Beauty, Inc.") develops, manufactures, and sells high quality, branded skincare and makeup products under the M.D. Formulations and Bare Escentuals brand names ("Bare Escentuals Beauty, Inc. Products"). The value and quality of Bare Escentuals Beauty, Inc. Products is reflected in both the M.D. Formulations and Bare Escentuals brands, in which our customers and others have developed confidence. The purpose of the following sales policy (referred to as the "Bare Escentuals Beauty, Inc. Product Sales Policy" or the "Policy") is to ensure that Bare Escentuals Beauty, Inc. maintains its high quality reputation and associated brand goodwill.

THE SALES POLICY

Bare Escentuals Beauty, Inc. has determined that its goal of establishing Bare Escentuals Beauty, Inc. Products as the leading skincare and makeup products in the market is best served by offering its products only to those accounts that provide superior, personal service and aggressively promote Bare Escentuals Beauty, Inc.'s premium brand image in a way that is consistent with Bare Escentuals Beauty, Inc.'s business strategy. Bare Escentuals Beauty, Inc. therefore has unilaterally determined that it will only sell its products to authorized accounts. Accounts that engage in any of the following sales or advertising tactics will be deemed unauthorized and will not receive future shipment of Bare Escentuals Beauty, Inc. Products on or after October 28, 2005:

• Selling or advertising Bare Escentuals Beauty, Inc. Products to purchasers for secondary resale.
• Selling or advertising Bare Escentuals Beauty, Inc. Products for export, either directly or indirectly.
• Selling or advertising Bare Escentuals Beauty, Inc. Products online without prior written consent from Bare Escentuals Beauty, Inc., which Bare Escentuals Beauty, Inc. shall give solely at its own discretion.
• Advertising Bare Escentuals Beauty, Inc. Products for sale through any means other than personal, in-store purchases, without prior written consent from Bare Escentuals Beauty, Inc., which Bare Escentuals Beauty, Inc. shall give solely at its own discretion. Specifically, it is a violation of Bare Escentuals Beauty, Inc.'s Sales Policy to advertise Bare Escentuals Beauty, Inc. Products online where a telephone number appears, or where any other mechanism for purchasing Bare Escentuals Beauty, Inc. Products is offered, other than personal, in-store transactions.
• Selling or advertising Bare Escentuals Beauty, Inc. Products in catalogues without prior written consent from Bare Escentuals Beauty, Inc., which Bare Escentuals Beauty, Inc. shall give solely in its own discretion.
• Disassembling Bare Escentuals Beauty, Inc. Product kits, and selling or advertising individual Bare Escentuals Beauty, Inc. Products from disassembled kits.
• Selling or advertising Bare Escentuals Beauty, Inc. Products in a manner that is inconsistent with Bare Escentuals Beauty, Inc.'s brands.
• Failing to respond promptly to customer complaints.
• Bare Escentuals Beauty, Inc. believes that unauthorized sales or advertising practices are likely to damage the investment that Bare Escentuals Beauty, Inc. has made in offering high-quality service and developing new products. This list is not exhaustive, and Bare Escentuals Beauty, Inc. reserves its right to exercise its own independent discretion as to the accounts with whom it will deal.

THE POLICY IS NOT A CONTRACT

The Policy is a unilateral statement of Bare Escentuals Beauty, Inc.'s intent with respect to the type of account it desires to carry the covered products. The Policy is not a contract, nor is the Policy an offer to form a contract. Bare Escentuals Beauty, Inc. is not asking, nor will it accept, any agreement about an account's compliance with this Policy. The Policy simply describes the terms under which Bare Escentuals Beauty, Inc. may, in its sole discretion, choose to sell the covered products to accounts. Bare Escentuals Beauty, Inc. may in its own discretion at any time modify the terms of the Policy.

COMPLAINTS AND COMMENTS

Bare Escentuals Beauty, Inc. Sales Representatives and employees are prohibited from discussing the Policy or any pricing practices with any account. Further, our sales representatives and employees are prohibited from seeking or accepting any assurance of compliance with this Policy. All questions regarding the Policy should be directed in writing to:

Bare Escentuals
71 Stevenson Street, 22nd Floor
San Francisco, CA 94105
(800) 227-3990

Bare Escentuals Beauty, Inc. does not seek complaints or comments from its accounts about the pricing practice of any other account, and Bare Escentuals Beauty, Inc. will not discuss the business dealings of an account with any other account.