Private Label / Wholesale ORDER FORM MARCH 2010

Private Label / Wholesale ORDER FORM MARCH 2010 Distributed BY Brushes by Karen, Inc. PO Box #1547 Mineola, NY 11501 Phone: 516 739-7788 / 800 722-0528 Fax: 516 739-7711 Orders@BrushesbyKaren.com Info@BrushesbyKaren.com www.brushesbykaren.com

PRIVATE LABEL: OUR PRODUCTS WITH YOUR COMPANY NAME! CREATED FOR THE SKINCARE INDUSTRY, COLORSTROKES MINERAL MAKEUP UTILIZES THE FINEST INGREDIENTS AVAILABLE. Although the ingredient lists of different mineral products may appear to be identical, they are not! There are several grades of raw materials; a variety of densities, dispersions, particle sizes and opacity levels. The quality and variation in particle size, grade, feel, etc. all contribute to the final product. Our finely milled, high grade materials all work together to create our unique, award winning formulations! MADE IN THE USA / Tested on co-workers (never on Animals) Ø NO PARABENS Ø NO SYNTHETIC DYES Ø NO SYNTHETIC FRAGRANCE Ø NO NANO PARTICLES ColorStrokes Private label Mineral Makeup offers many packaging options. Now you can really make it your own! Choose between the simple economy packaging to the refillable dispensing systems, to the upscale deluxe style packaging. Mineral Powders are also available in bulk so you can create your own unique look. Low minimums make for an easy startup. MINERAL BENEFITS: Due to its exceptional adherence, nonaggressive properties and sun protection factor, mineral powder is ideal for those who experience acne, rosacea, distended capillaries and hyperpigmentation, as well as after laser treatments, chemical peels or cosmetic surgery. The minerals actually decrease irritation and redness in the skin, and do not clog pores; they contain no oils, fragrances or synthetic colors or dyes, and have natural healing qualities as well as natural sun protection properties. Natural Makeup your skin will love! Flawless coverage & natural sun protection without harsh chemicals or preservatives! Your clients will thank you! GETTING STARTED SUGGESTIONS Choose Your Colors: The perfect way to test the colors and textures of all shades before committing to an order of full-sized jars. Since it is difficult to capture the gorgeous, subtle tones of the minerals through photography or verbal descriptions, we are happy to offer our one-gram sample sizes for you to test all of our shades at a nominal cost. (Tester Pans are available for the Pressed Mineral). Complete Sampler Pack information is listed in our order form. It is a good idea to have all of the shades as a reference library for future add-on considerations. Depending on your clientele, carrying 5 6 foundation shades is usually sufficient. (give or take) Choose your Formulation: Several formulations are available Original Loose, Matte Finish Loose & Pressed Minerals, as well as new formulations in the works! Choose your Packaging: We offer many choices of packaging, as well as bulk sizes. All items are shipped ready for your logo label or can be custom decorated for you. Please refer to our enclosed Mineral Guide for further suggestions, tips & tricks! COSMETIC BRUSHES: The parent company, Brushes by Karen stocks over 400 brushes as well as offers custom-made brushes to your own specifications. BBK is well known as an industry leader for high quality, Private Label Cosmetic Brushes, Cosmetics and Accessories. Superior in quality, workmanship and durability, the brushes are all constructed by hand, utilizing the finest quality bristles; all natural- first cut hair is used for fullness and control, as well as specially prepared synthetic fibers that feel like the real thing! A few collections are listed within our Mineral order form for the complete listing, please refer to Brushes by Karen s separate brochure. As always feel free to contact us directly for assistance.

MINIMUM ORDER Is 3 PCs. Of The Same Shade Breaks start at 36 PCs. per shade / please inquire for pricing over 36 PCs. per shade Mineral Foundation (Loose Powder) Original Loose Formulation 10-gram in deluxe packaging - 3 PCs. & Up - $13.00 36 PCs. & Up - $12.35 Choice of Matte Black or Matte Silver Lids 5- gram in all clear jar - 3 PCs. & Up - $6.95 36 PCs. & Up - $6.60 3.5 - gram Mini Shakers 3 PCs. & Up - $4.75 36 PCs. & Up - $4.50 8- gram refill vial 3 PCs. & Up - $9.00 36 PCs. & Up - $8.55 1-gram testers 3 PCs. & Up - $1.75 CODE MF12 MF14 MF16 MF17 MF19 SHADE BARE BUFF MARIAH PRALINE LATTÉ 10 3.5 10 5 8 1 Deluxe Deluxe Mini Black Clear Refill Tester Silver Shaker MF18 MF22 MF20 MF23 MF24 MF25 MF28 CREAM LUSCIOUS FAWN SAMBA TOFFEE BRONZE ESPRESSO For Sampling Purposes Only (Add.50 to 3 + cost)

MATTE FINISH - MINERAL MAKEUP (Loose Powder) 10-gram in deluxe packaging - 3 PCs. & Up - $11.95 36 PCs. & Up - $11.35 Choice of Matte Black or Matte Silver Lids 5-gram in all clear jar - 3 PCs. & Up - $6.30 36 PCs. & Up - $6.00 3.5-gram Mini Shaker Jar 3 PCs. & Up - $4.25 36 PCs. & Up - $4.00 8- gram refill vial 3 PCs. & Up - $8.40 36 PCs. & Up - $8.00 1-gram testers 3 PCs. & Up - $1.75 10 10 5 Deluxe Deluxe CODE SHADE Clear Black Silver 70-002 Cool Fair 70-003 Warm Light 70-004 Warm Medium 70-006 Tan 70-007 Deep 70-009 Dark Sampling Purposes Only (Add.50 ) 3.5 Mini Shaker 8 Refill 1 Tester MINERAL RICE SETTING POWDER (Loose Powder) 10-gram in deluxe packaging - 3 PCs. & Up - $11. 50 36 PCs. & Up - $10.80 Choice of matte Black or Matte Silver Lids 5-gram in all clear jar - 3 PCs. & Up - $6.20 36 PCs. & Up - $5.90 3.5- gram Mini Shaker Jar 3 PCs. & Up - $4.20 36 PCs. & Up - $4.00 8- gram refill vial 3 PCs. & Up - $8.00 36 PCs. & Up - $7.60 1-gram testers 3 PCs. & Up - $1.75 10 10 3.5 5 8 1 Deluxe Deluxe Mini CODE SHADE Clear Refill Tester Black Silver Shaker MP-00 LIGHT MP-02 MEDIUM Sampling Purposes Only (Add.50 )

SHEER MIRACLE POWDERS (Loose Powder) AM PM - Clear Sun Protection Powder Clear Treatment Powder 10-gram in deluxe packaging - Choice of Matte Black or Matte Silver Lids 3 PCs. & Up - $11.95 36 PCs. & Up - $11.35 5- gram in all clear jar - 3 PCs. & Up - $6.30 36 PCs. & Up - $6.00 3.5 - gram mini shakers 3 PCs. & Up - $4.25 36 PCs. & Up - $4.00 8- gram refill vial 3 PCs. & Up - $8.40 36 PCs. & Up - $8.00 1-gram testers 3 PCs. & Up - $1.75 10-gram in deluxe packaging - Choice of Matte Black or Matte Silver Lids 3 PCs. & Up - $13.00 36 PCs. & Up - $12.35 5- gram in all clear jar - 3 PCs. & Up - $6.95 36 PCs. & Up - $6.60 3.5 - gram mini shakers 3 PCs. & Up - $4.75 36 PCs. & Up - $4.50 8- gram refill vial 3 PCs. & Up - $9.00 36 PCs. & Up - $8.55 1-gram testers 3 PCs. & Up - $1.75 CODE ITEM/SHADE 10 Deluxe Black 10 Deluxe Silver 3.5 5 8 1 Mini Clear Refill Tester Shaker AM12 AM Clear Sun Protection Powder PM24 PM Clear Treatment Powder Sampling Purposes Only (Add.50 to 3 + cost)

MINERAL BLUSH (Loose Powder) 7-gram in deluxe packaging - 3 PCs. & Up - $9.50 36 PCs. & Up - $9.00 Choice of matte Black or Matte Silver Lids 5-gram in all clear jar - 3 PCs. & Up - $7.20 36 PCs. & Up - $6.85 3.5- gram mini shaker - 3 PCs. & Up - $4.85 36 PCs. & Up - $4.60 8- gram refill vial 3 PCs. & Up - $9.40 36 PCs. & Up - $8.90 1-gram testers 3 PCs. & Up - $1.75 7 7 3.5 5 8 1 Deluxe Deluxe Mini CODE SHADE Clear Refill Tester Black Silver Shaker MB-201 MOCHA MB-202 PRECIOUS MB-204 GLOW MB-206 JUST CHEEKY MB-208 FLIRT Sampling Purposes Only (Add.50 ) SHEER MINERAL ENHANCERS (Loose Powder) 10-gram in deluxe packaging - 3 PCs. & Up - $13.50 36 PCs. & Up - $12.80 Choice of matte Black or Matte Silver Lids 5-gram in all clear jar - 3 PCs. & Up - $7.20 36 PCs. & Up - $6.85 3.5-gram Mini Shaker jar - 3 PCs. & Up - $4.85 36 PCs. & Up - $4.60 8- gram refill vial 3 PCs. & Up - $9.40 36 PCs. & Up - $8.90 1-gram testers 3 PCs. & Up - $1.75 10 3.5 10 5 8 1 Deluxe Deluxe Mini CODE SHADE Silver Clear Refill Tester Black Shaker ME-001 ILLUSION ME-002 POLISHED ME-004 SUN KISSED Sampling Purposes Only (Add.50 )

MINERAL SHADOWS (Loose Powder) 2.5-gram in deluxe packaging - 3 PCs. & Up - $3.75 36 PCs. & Up - $3.55 Choice of matte Black or Matte Silver Lids 2-gram Rollerball Applicator - 3 PCs. & Up - $4.50 36 PCs. & Up - $4.30 1-gram testers 3 PCs. & Up - $1.75 CODE MS302 MS303 MS304 MS306 MS307 MS308 MS309 MS310 MS311 MS312 MS313 MS314 MS315 MS316 MS317 MS318 SHADE IT S A GIRL! VANILLA BUTTERCUP BERRY BROWN SLATE BLACK TIE MOCHACCINO GLOWING BROWN SUGAR TERRACOTTA PASSION PLUM CRUSH ENVY Y SO BLUE FOXY BROWNIE Sampling Purposes Only (Add.50 to 3 + cost) 2.5 Deluxe Black 2.5 Deluxe Silver 2 Rollerball Clear 1 Tester

MATTE MINERAL CORRECTORS (Loose Powder) 2.5-gram in deluxe packaging - 3 PCs. & Up - $3.75 36 PCs. & Up - $3.55 Choice of Matte Black or Matte Silver 3.5- gram mini shaker - 3 PCs. & Up - $4.85 36 PCs. & Up - $4.60 2-gram Rollerball Applicator - 3 PCs. & Up - $4.50 36 PCs. & Up - $4.30 1-gram testers 3 PCs. & Up - $1.75 2.5 gram 2.5 gram 3.5 Code Shade Deluxe Deluxe BLACK SILVER Mini Shaker 71-200 71-205 71-208 APRICOT LIME LEMON Sampling Purposes Only (Add.50 to 3 + cost) 2 Rollerball Clear 1 gram tester BULK (Loose Powder) Please inquire for larger volume. QTY ITEM 4 OZ 8 OZ 16 OZ 32 OZ Original Formula Loose Mineral Foundations Matte Finish Mineral Foundation $104.00 $185.00 $335.00 $580.00 $99.00 $175.00 $315.00 $525.00 Matte Mineral Correctors $104.00 $185.00 $335.00 $580.00 Mineral Blush $109.00 $195.00 $353.00 $617.00 Mineral Enhancers $109.00 $195.00 $353.00 $617.00 Mineral Rice Setting Powder $91.00 $160.00 $282.00 $472.00 Mineral Order Shadow template for Bulk Mineral $109.00 is on the $195.00 following $353.00 page. $617.00 AM Clear Sun Protection Powder $99.00 $175.00 $315.00 $525.00 PM Clear Treatment Bulk order Powder form follows $104.00 on next $185.00 page $335.00 $580.00 Free Product Liability Insurance Not Applicable if products are repackaged. BULK ORDER FORM CONTINUED ON NEXT PAGE

BULK (Loose Powder) QTY ITEM / SHADE 4 OZ 8 OZ 16 OZ 32 OZ Total Qty Special Instructions:

PRESSED MINERAL FOUNDATION (Matte Black Mirrored Compact) Matte Black Compact - 3 PCs. & Up - $14.00 36 PCs. & Up - $13.30 Tester Pan Only - 3 PCs. & Up - $11.00 36 PCs. & Up - $10.45 Matte Black Compact CODE SHADE (prefix code 68) 68-012 68-014 68-016 68-019 68-018 68-022 68-023 68-024 68-025 BARE BUFF MARIAH LATTE' CREAM LUSCIOUS SAMBA TOFFEE BRONZE Sampling Purposes Only (Add.50 to 3 + cost) (Pressed) (Pressed) (Pressed) (Pressed) (Pressed) (Pressed) (Pressed) (Pressed) (Pressed) Tester Pan Only (prefix code 44) PRESSED MINERAL RICE SETTING POWDER (Matte Black Mirrored Compact) Matte Black Compact - 3 PCs. & Up - $11.00 36 PCs. & Up - $10.45 Tester Pan Only - 3 PCs. & Up - $8.00 36 PCs. & Up - $7.60 CODE SHADE Matte Black Compact (prefix code 67) 67-200 TRANSPARENT LIGHT (Pressed) 67-202 TRANSPARENT (Pressed) MEDIUM/DARK Sampling Purposes Only (Add.50 to 3 + cost) Tester Pan Only (prefix code 44)

PRESSED MINERAL BLUSH (Matte Black Mirrored Compact) Matte Black Compact - 3 PCs. & Up - $11.00 36 PCs. & Up - $10.45 Tester Pan Only - 3 PCs. & Up - $8.00 36 PCs. & Up - $7.60 Matte Black Compact CODE SHADE (prefix code 69) 69-001 MOCHA (Pressed) 69-002 PRECIOUS (Pressed) 69-004 GLOW (Pressed) Sampling Purposes Only (Add.50 to 3 + cost) Tester Pan Only (prefix code 44) PURE COVER NATURAL MINERAL ENHANCED CONCEALERS Matte Black Compact - 3 PCs. & Up - $5.85 36 PCs. & Up - $5.75 Code 85-300 85-600 Shade OBLITERATE BALANCE Matte Black Compact Sampling Purposes Only (Add.50 to 3 + cost)

PURE LIPS NATURAL MINERAL ENHANCED LIPSTICKS Matte Black Tube - 3 PCs. & Up - $5.30 36 PCs. & Up - $5.20 QTY Code Shade QTY Code Shade 86-004 Gossip 86-040 Sweet Whisper 86-008 Barefoot 86-044 Confident 86-010 Dreamy 86-046 Purr 86-012 Bitter Sweet 86-048 Berry Pretty 86-014 Come-Hither 86-050 Diva 86-018 Sweet Love 86-052 Obsession 86-020 Lust 86-054 Bombshell 86-024 Sassy 86-056 Flirtatious 86-026 Passionate 86-058 Soft Kisses 86-028 Babydoll 86-062 Flaming 86-030 Darling 86-064 Showgirl 86-032 Devoted 86-066 Naughty 86-034 True Love 86-070 Jezebel 86-038 Pleasure 86-072 Red Alert Sampling Purposes Only (Add.50 to 3 + cost) 86-098 Moisture Base 86-099 Lip Scrub $

MINERAL STARTER KITS Choose between Mini Mineral Starter Kits & Full Size Try Me Set Prepackaged sets are an excellent promotional tool to introduce Mineral Makeup to your clients. A quick easy sale that has them coming back for more! MINI MINERAL STARTER KIT Contains... One 3 gram foundation (choices of shade) Flawless Foundation Applicator Brush, easy to follow user instruction card. Packaged in a clear cylinder tube 3 PCs. & Up - $10.50 36 PCs. $10.00 72 PCs. $9.50 QTY ITEM CODE COST TOTAL Cool Light Buff 88-014 Cool Medium Mariah 88-016 Warm Light Cream 88-018 Warm Medium Luscious 88-022 Warm Medium/Dark Samba 88-023 Warm Dark - Bronze 88-025 Total Amount MINERAL TRY ME SETS 3 PCs. & Up - $26.50 36 PCs. $26.00 72 PCs. $25.50 Each Try Me Kit Includes: 3 grams each of Mineral Foundation, Mineral Rice Setting Powder & Mineral Blush Flawless Face Application Brush / Fiber Optic Blush/Powder Brush / Fiber Optic Shadow Brush Packaged in a Clear Zip Lock Cosmetic Bag with Application Instructions. QTY ITEM CODE COST TOTAL COOL / LIGHT SET Foundation: BUFF / Blush: GLOW / Rice Powder: LIGHT TRYCL $26.50 COOL / MEDIUM SET Foundation: MARIAH / Blush: GLOW / Rice Powder: LIGHT TRYCM $26.50 WARM / LIGHT SET Foundation: CREAM / Blush: GLOW / Rice Powder: MEDIUM TRYWL $26.50 WARM/ MEDIUM SET Foundation: LUSCIOUS Blush: GLOW / Rice Powder: MEDIUM TRYWM $26.50 WARM / TAN SET Foundation: SAMBA / Blush: GLOW / Rice Powder: MEDIUM TRYWD $26.50 WARM / DARK SET Foundation: BRONZE / Blush: FLIRT / Rice Powder: MEDIUM TRYWD2 $26.50 CUSTOM MADE TRY ME SETS - (24 PC. Minimum) Foundation: Blush: Rice: CTRY $ Total Amount

FACE FIX KITS - 5 pc. Essentials in Cylinder Tube 3 PCs. & Up - $26.50 36 PCs. $26.00 72 PCs. $25.50 Includes: Face Canvas Foundation Primer, Mineral Rice Powder, D20 Moisture Spritz, Pure Cover Natural Concealer, Pure Lips Natural Mineral Treatment Stick packaged in a cylinder tube with complete instructions of use. QTY CODE ITEM TOTAL FFKL FFKD LIGHT TO MEDIUM (includes Light Rice Powder and Balance Concelaer) MEDIUM TO DARK (includes Medium Rice Powder and Obliterate Concelaer SAMPLERS 1-gram Samples Sizes for loose Mineral / Full size tester pans for Pressed Mineral Samplers can be combined with your brush or standard makeup order or can be ordered separately. QTY (Limit 1 per pack) ITEM CODE COST ORIGINAL FORMULATION Foundation, Enhancers & Rice Powder Sampler 12 Foundations, 3 Mineral Enhancers 2 Mineral Rice Setting Powders 2 Mineral Treatment Powders ORIGINAL FORMULATION Shadows & Blush Sampler MM19 MM21 $22.50 16 Shadows & 5 Blushes $26.50 MATTE MINERAL SAMPLER 6 Matte Finish Foundations MM06 $7.50 MINERAL CORRECTORS SAMPLER 3 Matte Corrector Shades MM03 $3.75 PRESSED MINERAL TESTER SAMPLER 9 Foundations, 3 Blushes & 2 Rice Setting Powders. PMTS $130.00 PURE LIPS MINERAL LIPSTICKS SAMPLER 28 Lipstick Shades 2 Treatment Sticks PLS1 $135.00 Total Amount

Tools QTY ITEM Code Cost Total KABUKI BUFFERS! There are additional Kabuki style brushes available in other collections Black & Brown Faux & Basic Essentials Collection on following pages. Gold Kabuki Buffer R411 $5.75 Deluxe Kabuki Buffer DKB $7.05 Luscious Kabuki (Buff It) IT00 $11.15 Small Fiber Optic Buki FB140 $5.05 Large Fiber Optic Buki FB220 $7.25 Ultimate Buffer UBB $9.05 Black Faux Buki listed under Black Faux Collection on next page Brown Faux Buki s - listed under Brown Faux Collection on next page ASSORTED BRUSH STYLES FOR FACE There are many other style brushes to choose from in the main Brushes by Karen Brochure! Fiber Optic Powder / Blush (mini silver handle) FB01 $3.60 Fiber Optic Shadow (mini silver handle) FB02 $2.80 BLACK FAUX / FIBER OPTIC BRUSHES - * New & Improved!!! Now 100% Synthetic (Vegan Friendly) Black Faux / Fiber Optic Allover 36 BFO-36 $11.20 Black Faux / Fiber Optic Face 32 BFO-32 $11.20 Black Faux / Fiber Optic Small Face 18 BFO-18 $9.30 Black Faux / Fiber Optic Oval 11 BFO-11 $4.65 Black Faux / Fiber Optic Small Pointed 08 BFO-08 $4.95 Black Faux / Fiber Optic Large Pointed 16 BFO-06 $5.10 Total Amount Brushes & Accessories Please refer to Brushes by Karen s main Brush & Accessory brochure for a much larger selection. (www.brushesbykaren.com) For quantity price breaks - please inquire.

100% Synthetic Brushes - Cruelty Free / Vegan Approved BLACK FAUX COLLECTION (100% Synthetic) Long, Thick, Black Handles / Nickel Ferrules FREE HOT STAMPNG OFFER ON ORDERS OF 24 PCS. & UP (excludes kabuki brush) QTY ITEM Code Cost Total Black Faux Angle Shadow BF100 3.05 Black Faux Shadow BF101 3.05 Black Faux Smudge BF150 3.35 Black Faux Small Crease BF102 3.05 Black Faux Slanted Liner BF110 3.35 Black Faux Detail BF140 3.35 Black Faux Push Brush BF190 4.60 Black Faux Large Blender BF115 3.35 Black Faux Blush BF185 4.85 Black Faux Small Concealer BF195 4.60 Black Faux Large Concealer BF290 7.05 Black Faux Foundation BF285 8.85 Black Faux Powder BF325 7.95 Black Faux Deluxe Powder BF385 9.05 Black Faux Buki BF450 $10.25 BROWN FAUX COLLECTION (100% Synthetic) Short, Thick Black Handles / Black Ferrules FREE HOT STAMPNG OFFER ON ORDERS OF 48 PCS. & UP (excludes Kabuki & mini eye brushes) QTY ITEM Code Cost Total brown faux slant BFF052 $1.95 brown faux perfect line BFF056 $1.95 brown faux small allover BFF058 $1.95 brown faux line & smudge BFF044 $1.60 brown faux large allover BFF060 $1.95 brown faux smudger BFF062 $1.95 brown faux pointed sculptor BFF064 $1.85 brown faux angled sculptor BFF066 $2.05 brown faux multi-task BFF091 $3.30 brown faux chubby blender BFF160 $4.90 brown faux small pointed face BFF175 $4.85 brown faux large pointed face BFF190 $5.35 brown faux small rounded face BFF200 $5.80 brown faux large rounded face BFF250 $7.60 brown faux jumbo flat top BFF280 $8.20 brown faux jumbo buffer BFF330 $10.05 brown faux large buki SB290 $7.55 brown faux small buki SB210 $6.35 brown faux duo mini eye SB075 $2.35 brown faux mini eye buki NEW ITEM! BFF046 $2.85 brown faux retractable buki NEW ITEM! BFF360 $10.95 Total Amount

BASIC ESSENTIALS BRUSH COLLECTION Quality mixed with affordability! (SHOWN ON SEPARATE FLYER) FREE HOT STAMPNG OFFER ON ORDERS OF 48 PCS. & UP (excludes Kabuki s & Take Along brushes) QTY ITEM Code Cost Total BASIC ESSENTIALS BRUSH COLLECTION Baby Buki (Shiny Silver) BE-213 $4.95 Kabuki (Shiny Silver) BE-292 $6.95 Hands On Buki (New) BE390 $9.85 Flawless Face BE-185 $4.75 Angled Face BE-166 $4.15 Tapered Cheek BE-087 $2.65 Wet/Dry Shadow BE-030 $1.85 Flat Shader BE-036 $1.85 Ultimate Concealer BE-076 $3.75 Total Coverage Face BE-073 $5.20 Thin Liner BE-027 $1.85 Handi Flat Top BE-214 $5.50 Angle Blender BE-037 $2.15 Large Blender BE-048 $2.35 Eye Crease BE-079 $3.50 Shadow BE-038 $1.85 Brow Definer BE-047 $2.00 Flat Liner BE-031 $2.15 Cover / Fill In BE-024 $1.90 Groom Tool BE-029 $1.75 Smudge BE-114 $3.50 Slope Brush BE-237 $5.90 Take Along Face -Small BE-190 $5.85 Take Along Face -Large BE-257 $7.05 Total Amount ASSORTED MUST HAVE ACCESSORIES & TOOLS D20 Spray (2 ounce fine mist spray bottle) D20 $7.65 BULK - 1 Gallon Jug - D20 Spray BGD20 $399.00 NEW ITEM! Organic - No Rinse Makeup Remover NR04 $7.95 (Fine mist spray bottle 3.66 oz.) BULK -1 Gallon Jug Organic No Rinse Makeup Remover BNR04 $260.00 Flocked Makeup Sponge W211 $1.70 Throw Away Lip Wands (25 PCs.) TAW $2.95 Disposable Paper Palettes 7 x 7 (30 sheets per book) 7X7 $4.45 New Item! Mini Mineral Paper Palette 3.3 x 3.5 3x3 $3.65 (30 sheets per book)

EMPTY PACKAGING QTY ITEM Code Cost Total Powder Dispensing Brush - Sold Empty! Fills are sold as 8-gram refills and are available for Foundations, Enhancers, Rice Powders & Blush. Original Dispenser Brush $6.95 (pure pony hair / Clear Cap & Base) PDBE Ask about While they last! New Design! Powder Dispensing Brush 100% Synthetic Brown Faux Hair SDBE specials! $6.95 Matte Silver Cap & Base Empty Black Drawstring Pouch Fits one Dispensing brush. BPDP $1.95 Kabaggie (Kabuki Tote) shown on BE Brush page BE-65 $2.15 Touch Up Compacts (Empty) includes 1 Puff TUC60 $4.95 Touch Up Puffs (12 PCs.) TUP12 $8.95 Tester Jars Empty (6 PCs.) 5 gram jar holds 1 gram of Mineral Powder 5GRAM $2.10 -Above BULK 5 Tester Jars Empty (250 PCs.) 5GBULK $75.00 All Clear Powder Jars Empty (6 PCs.) 20 gram jar Hold 5 grams of Mineral Powder 20GM6 $8.00 - Above BULK All Clear Jars Empty (250 PCs.) 20BULK $275.00 Mini Shaker Jars (6 PCs.) Holds 3.5 grams of Mineral Powder EMSJ $4.50 - Above BULK Mini Shaker Jars (250 PCs.) EMBULK $162.00 DISPLAYS All sold empty Displays are available for re sellers of the line ONLY! Sorry, no exceptions! 6 Hole Large Pressed Mineral Palette Holder 6HOLE $35.00 8 Hole Small Pressed Mineral Palette Holder 8HOLE $35.00 4 Tier Triangle Display Empty Shelves For Mineral Makeup Jars MD01 $40.00 Mini Rollerball Display Holds 12 Rollerball Shadows R18 $31.00 Mini Triangle 6 Hole Display For Mineral Shadow & Corrector Pots M1S2 $28.00 5 Slot Rack for Dispensing Brush (Holds one brush every other slot) DFRS $7.50 12 Slot Rack for Dispensing Brush (Holds one brush every other slot) DFRL $13.75 Mineral Makeup Center Display with Sign Holds a variety of merchandise (see color MMC $84.00 Description) Additional Displays (Below) (also shown in the ColorStrokes traditional line of makeup brochure) 20 Hole Lipstick Display D1S8 $72.00 Total Amount 45 Hole Lipstick Display D1S9 $101.00 Mini Triangle 3 Hole Display (For 5 gram all clear Jars or 7 gram deluxe) M1S1 $28.00 Large 15 Hole Display (For 5 gram all clear Jars or 7 gram deluxe) D1S1 $52.00

Custom Labeling / Custom Fill NO LABELS On orders of 12 PCs. or more per shade, we can leave off our bottom ingredient label so that you can apply your custom made label (Loose & Pressed powders) This Option Must Be Specified At Time Off Order. Please allow 1 2 Weeks for preparation. CUSTOM LABELS On orders of 24 PCs. or more per shade, we can change our bottom ingredient label for you. This will allow you to incorporate your company information all on one bottom label. You are welcome to change our given shade name to your own chosen shade name. Please make sure that you specify this option at time of order and allow 2 3 weeks for custom fill. Note: Ordering 36 PCs. of one shade will bring you into the next pricing level for savings, savings, savings! Custom Made Label Example: Add your company name & address or phone # or website to the bottom ingredient label. Make up your own shade name. We will do it all for you at no extra charge. Requires custom order details sign off and deposit. CUSTOM FILL FROM STOCK On orders of 24 PCs. per shade & up, we can custom fill our jars with a different gram weight to meet the look and the budget that suits your needs. Example: 3 gram fill in our 5 gram jars, 5 gram fill in our 7 gram jars, etc. Pricing will be quoted based on package, fill weight & quantity. Requires custom made labels (as above). Requires order details sign off and deposit. Please allow 2-3 weeks for preparation. CUSTOM FILL IN YOUR OWN JARS Please inquire for minimum. Sample package must be sent for approval and product stability testing. Our custom made labels are not sold or supplied separately from filled product.

ColorStrokes Package Decorating IN HOUSE - PAD PRINTING CHARGES FOR MAKEUP OR ANY OTHER STOCKED BBK ITEM That valuable first impression: We think that first impressions are very important. All ColorStrokes Cosmetics can be professionally printed with your mark or logo. This will give you the look you want and will add value to the retail price. A few extra pennies spent at startup will bring you back dollars each and every time you sell a product. PAD PRINTING: Pad printing is ink that is laid down on the product. It can be scratched off if effort is used, however, with normal wear and tear the printing should remain in tact. It will scratch off easier on metal, yet will last longer on plastic. Your imprinting should remain in tact for as long or longer than the makeup content will last. A Plate is needed to etch your logo for the printing procedure. This is a one-time charge. Depending on how many different items you will be printing will determine how many plates are needed. Pad printing does allow plates to be shared with many different items (as long as the image size is made to fit). Plates are good for approximately 50,000-100,000 passes Minimums - 72 PCs. of the same package style All colors must be ordered in increments of 12 per shade. Thin Steel Cliché Plate $180.00 for one image size. An additional size, duplicate logo can be put on the same plate (if done at the same time) for an additional $90.00 Set Up Charge - $45.00 (Each time for each package style that you are running). Stamp Charge Per PC (per package style) - $0.25 (each piece stamped/each time) Available Pad Printing Colors - White, Black, Silver, Gold Custom colors are available - please inquire for full details. Silver and Gold are not high metallic. Required: Enlarged Black art (we will reduce as needed) Jpeg, or Tif file 300 dpi or higher. AI or EPS File saved for - Adobe Illustrator PC Version Desired placement instructions and color of ink desired. Additional charges may apply: Art charges - $50.00 per ½ hour if needed for art touchups of supplied art. - Creation of logo s - to be quoted accordingly. Please note above process initially requires approximately 6-8 weeks from date of sign off and deposit on our order details form!

TERMS & CONDITIONS OF SALE * MINIMUM ORDER: Our minimum order is only $75.00 / Must be 3 PCs. and up per item. Orders that are shipped outside of the USA require a $250.00 minimum order and 12 PCs. and up per item. (Sorry - No Exceptions to our minimums) We are a wholesale company. You must be a re-seller within the industry to order. Resale # must be given or order may be subject to sales tax. * SUGGESTION: Since we do not take returns - If you are unsure of an item, we will allow you to try one piece of it (one time only) to see if you like it. This way you are not stuck with unwanted merchandise. Re-orders of the same item must be 3 PCs. or more. Please know the exact name of the Item that you wish to order. We cannot be held responsible for sending the wrong item if we are not given its proper identification. * DELIVERY: We require approximately 2 3 days to process most stock orders (Longer for Custom fill & imprinted merchandise). Next Day or 2 nd day air will speed up the time in transit not our processing time. Freight is F.O.B, Mineola, NY * PLEASE NOTE: All orders are read back and it is at this time that you must make any corrections. In order to ship all of our clients in a timely fashion, once the order has gone through processing we are unable to make any changes. Additional merchandise needs must be treated as a new order and meet our minimums. * PAYMENT: Orders are shipped C.O.D. or you can pay on Visa, MasterCard, or American Express. FIRST TIME ORDERS AND SUBSEQUENT ORDERS OVER $500.00 MUST BE GUARANTEED ON A CREDIT CARD OR PRE-PAID WITH CERTIFIED CHECK OR MONEY ORDER. WE DO NOT ACCEPT POST DATED CHECKS. OUR CREDIT CARD AUTHORIZATION FORM MUST BE FILLED OUT TO OUR SATISFACTION AND RETURNED TO US PRIOR TO SHIPPING. ALL CUSTOM ORDERED AND IMPRINTED MERCHANDISE REQUIRES A HALF DEPOSIT AT TIME OF ORDER. * RETURNED CHECKS & FEES: There is a $20.00 fee on any returned check. This fee is in addition to the original check amount. Future orders are held until the check and fee are paid in full. * BACKORDERS: Although we try to keep a large inventory of each item in stock, occasionally problems do occur. If an item is out of stock, we will do our best to let you know at the time of order. Out of stock items will be taken off of your order. We ask that you re-order it next time. If an out of stock item is expected in shortly, we may back order it and ship freight free as soon as it is available. * DAMAGED ITEMS: Please call your local U.P.S. or Fed Ex office for a damage inspection. BE SURE TO LEAVE THE DAMAGED GOODS IN THE ORIGINAL SHIPPING CARTON. We cannot replace a damaged shipment if a claim has not been placed with UPS or Fed Ex within one week s time. * ERRORS OR PROBLEMS: Please report any errors within 5 working days of receipt of your order. If you received an item sent in error (on our part), we will issue a call tag or make suitable arrangements to pick up the merchandise and send you the correct item. It is your responsibility to check all of the merchandise immediately. No claims will be accepted after said time. * CANCELED ORDERS: 15% service charge will apply if order was already packed. Refunds to credit cards (due to customer error, changes or cancellation) are subject to a 4% processing charge deducted. * RETURNS / AUTHORIZATION: Please order carefully. We do not accept returns. All authorized returns will be given an RA# and this must be written on the outside of the box. All authorized returns must be in their original and re-sellable condition. Do not send merchandise back without calling for an authorization number. All returns without authorization will be refused and sent back at your expense. Continued

Terms & Conditions Continued * SHIPMENT REFUSALS: Once you have placed an order, you are responsible for accepting delivery. If an order is returned due to it being refused or if no one is there to accept it or pay the C.O.D. amount, you will be responsible for the shipping charges and 15% restocking fee. If re-shipped, double freight charges will be imposed. No further orders will be shipped until your account is clear. Please make arrangements to accept your shipments. * DEPOSITS / LATE FEES / ETC.: Deposits and payments taken against imprinted or custom-made orders are not refundable. Clients are responsible to for accepting completed - custom orders within 30 days of notice of completion. Returns are subject to a 15% restocking charge. 2% interest charge, per month, on all invoices past due 45 days. If at any time a collection agency is used because of nonpayment, you will be responsible for all costs incurred. * LEGAL: All sales are subject to Brushes by Karen s Policies, Terms and Conditions. Placement of your order with Brushes by Karen indicates that you have read & accept without exclusion all of our policies terms and conditions. We reserve the right to refuse delivery if our terms and conditions are not met. If You Do Not Understand Any Of These Terms It Is Your Responsibility To Ask! Customer Warrants that he/she will comply with all labeling requirements of the federal and state laws pertaining to food, drugs and cosmetics. Please contact a sales representative for EU Regulations for importing our cosmetics outside of the USA. Not responsible for typographical errors. / Prices are subject to change without notice. We do not allow the sale of our items on ebay or similar online auctions. Copyright 2009/2010 Brushes by Karen., Inc. All rights reserved. Photos and design are the sole property of Brushes by Karen, inc. and may not be reproduced without written permission.

Special Note: As of February, 2010. All Deluxe Packaging will now have sifters with a special new open/close feature. No need to poke holes in the label anymore! Much like a spice jar our open/close feature will allow you to turn a dial to display the desired amount of holes you want to expose (to control product flow). Then simply turn dial back to close the holes for mess free storage. SPECIAL INSTRUCTIONS:

ColorStrokes Private Label / Mineral Makeup New Account Current Account Customer # Invoice # Date of Order Company Name Authorized Buyer(s) Shipping Address City State Zip Phone (Day) Phone (Evening) Phone (Cell) Fax # e-mail @.com Ship to address is: Commercial Address Residential Address Resale Number COD Visa MasterCard American Express Card Number Exp. Date CID Code Name as it appears on card: (Please Print) Card Billing Address - where statements are sent - (If different then above) Authorized Signature Mineral Makeup Order Only Mineral Makeup & Other BBK or ColorStrokes Products Order. For Office Use Only: Order taken by: Date: Time: Order Confirmed with Client Call w/total Typist Packer