Ladies and Gentlemen:

Today, Sandler Capital Management and related persons (“Sandler Capital” or “we”) will file a Schedule 13D with the United States Securities and Exchange Commission indicating that we beneficially own in the aggregate over 5% of the outstanding common stock of Bare Escentuals, Inc. (the “Company”). Sandler Capital, a Registered Investment Advisor since 1988, is an alternative asset management firm managing both hedge funds and private equity funds.  Sandler Capital currently manages approximately $850 million in assets including approximately $500 million within our hedge fund portfolios.

We are writing to you to express our concern regarding what we believe to be a great disconnect between the value of the Company and its brand, on the one hand, and the price at which the Company’s Common Stock currently trades, on the other hand. Since the Company’s initial public offering on September 28, 2006 at a price of $22.00 per share, the market price of the Company’s Common Stock has fallen approximately 60%.(1)  During the same period, the S&P 500 Index was down approximately 25% and the Russell 2000 Index was down approximately 20%. During the same period, the stock price of two of the Company’s peers, L’Oreal SA (“L’Oreal”) and The Estée Lauder Companies Inc. (“Estée Lauder”), fell approximately 26% and 10%, respectively.  The Company’s underperformance relative to the overall market and to its peers is similar on a trailing two year basis. In addition, based on analysts’ current consensus earnings estimates for both calendar years 2009 and 2010, the Company is currently trading at substantial discount to Estée Lauder and L’Oreal.  Compared to Estée Lauder, the Common Stock is trading at nearly a 60% discount on 2009 estimates and close to a 50% discount on 2010 estimates. Compared to L’Oreal, the Common Stock is trading at over a 40% discount to both 2009 and 2010 estimates.