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                                                                   Exhibit 10.12

                               BETTER IMAGE, INC.
                      1999 NON-EMPLOYEE DIRECTOR STOCK PLAN


                                    ARTICLE I
                                   DEFINITIONS

         As used herein, the following terms have the following meanings unless
the context clearly indicates to the contrary:

         1.1      "Board" shall mean the Board of Directors of the Company.

         1.2      "Change in Control" shall mean the occurrence of:

                  (a)      any of the following events:

                           (i)      the dissolution or liquidation of the
                                    Company; or

                           (ii)     a reorganization, merger or consolidation of
                                    the Company with one or more other
                                    corporations (except with respect to a
                                    transaction, the sole purpose of which is to
                                    change the domicile or name of the Company),
                                    as a result of which the Company ceases to
                                    exist or becomes a subsidiary of another
                                    corporation (which shall be deemed to have
                                    occurred if another corporation shall own,
                                    directly or indirectly, more than fifty
                                    percent (50%) of the aggregate voting power
                                    of all outstanding equity securities of the
                                    Company); or

                           (iii)    a sale of all or substantially all of the
                                    Company's assets; or

                  (b)      Any "person" (as such term is used in Sections 13(d)
                           and 14(d) of the Exchange Act), other than any person
                           who is a stockholder of the Company on or before the
                           effective date of the Plan, by the acquisition or
                           aggregation of securities is or becomes the
                           beneficial owner, directly or indirectly, of
                           securities of the Company representing fifty percent
                           (50%) or more of the combined voting power of the
                           Company's then outstanding securities ordinarily (and
                           apart from rights accruing under special
                           circumstances) having the right to vote at elections
                           of Directors (the "Base Capital Stock"); except that
                           any change in the relative beneficial ownership of
                           the Company's securities by any person resulting
                           solely from a reduction in the aggregate number of
                           outstanding shares of Base Capital Stock, and any
                           decrease thereafter in such person's ownership of
                           securities, shall be disregarded until such person
                           increases in any manner, directly or indirectly, such
                           person's beneficial ownership of any securities of
                           the