FORBEARANCE LETTER AGREEMENT

Exhibit 10.84

Carme Cosmeceutical Sciences, Inc.

620 Airpark Road

Napa, California 94558

FORBEARANCE LETTER AGREEMENT

November 8, 2004

U.S. International Trading Corp.

879 West 190^th Street

Los Angeles, California

Re: Loan to U.S. International Trading Corp., a Nevada corporation (“Borrower”)

Ladies and Gentlemen:

This letter agreement (“Agreement”) is intended to set forth the terms upon which Carme Cosmeceutical Sciences, Inc., a Delaware corporation (“Lender”), the current holder of the loan described below (the “Loan”), will agree to forbear from enforcing rights to which Lender is entitled due to the current defaults under the Loan.

The Loan is evidenced and secured by, among other documents and instruments, (i) a Secured Promissory Note (the “Note”) dated October 1, 2002, in the original principal amount of $2,300,000, by Borrower, as maker, payable to the order of Lender, pursuant to which interest accrues from the date thereof; (ii) an Intellectual Property Security Agreement dated as of September 27, 2004 (“Security Agreement”), and encumbering certain personal property described therein (the “Property”); (iii) a UCC Financing Statement (the “Financing Statement”) reflecting Borrower as Debtor and Lender as Secured Party filed with the Office of the Secretary of State of the State of Nevada, and (iv) a Purchase and Sale Agreement dated September 27, 2002, between Borrower and Lender (the “Purchase Agreement”).

The Note, the Security Agreement, the Financing Statement, the Purchase Agreement and all other documents executed in connection with or otherwise pertaining to the Loan shall be collectively referred to as the “Loan Documents.”

1. Status. Lender alleges the Loan is in default for, among other things, failure of Borrower to make payments as required by the terms of the Note (collectively, the “Existing Defaults”). Borrower disputes these allegations.

2. Forbearance After Default. Subject to the terms of this Agreement and provided no Termination Event (as defined below) occurs, Lender agrees not to take any action to foreclose upon the Property or otherwise pursue any of its rights or remedies under the Loan Documents (all of which rights and remedies are collectively referred to as the “Enforcement Proceedings”). Borrower hereby acknowledges and agrees Lender has a right to pursue all remedies available to Lender under the Loan Documents, at law and in equity, after the occurrence of a Termination Event (the “Forbearance Expiration Date”).

3. Payment of Indebtedness. Notwithstanding anything in the Note to the contrary, Borrower shall make payments under the Note as follows, each of which payments shall be made by cashiers’ check, wire transfer or other immediately available funds to the address of Lender as set forth in the Note and as otherwise set forth in the Note (including, without limitation, the second paragraph of the Note):

(i) Three (3) payments of Forty Thousand Dollars ($40,000) each, which shall be made not later than December 31, 2004, respectively.

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(ii) One (1) payment of One Million Dollars ($1,000,000), which shall be made not later than December 31, 2004.

(iii) Four Hundred Thousand Dollars ($400,000), which shall bear interest from and after December 31, 2004, at the rate of eight percent (8%) per annum (on the basis of a 360-day year and the actual number of days elapsed), and which shall be repaid in equal quarterly installments of Forty Four Thousand Five Hundred Fifty Seven and 71/100 Dollars ($44,557.71) by not later than each of the following dates: