Look at those women. Doesn't it make you sick? Well aging gracefully and gorgeously is not just for the wealthy. Here are some tips straight from the models themselves.

Brooke Shields- age 45- tells MSN "I'm very proud of being fit and strong at this age. I like to Spin three times a week at least and couple it with yoga. I've been dancing on Broadway for years, so when I'm in a show, my muscle memory comes right back. It's like being an athlete."

Paulina Porizkova-Ocasek, 46 says "After age 27, I'd always put SPF on my face. This is just my face. No Botox, no fillers, no nothing. When I compare myself with women my age who haven't been so SPF-specific, it does seem like their skin took more of a beating. I didn't worry about my chest, so the difference can be seen there. It's way wrinklier than my face."

Supermodel, Patti Hansen, age 55 says a good breakfast is absolutely crucial for her. "In my 20s, I ate hamburgers and pizzas. In my 40s, I started getting - and I'm still getting - more health-conscious. I don't eat a lot of meat, and I get my vegetables. When I run out [in the morning] and don't eat right first thing, I get dizzy and need a protein or juice fix. [I must] eat right at the start of the day!"

To look at Yasmin Le Bon, you would never believe she's almost 50. "I popped out my first daughter when I was 24, and gray hairs appeared the next day. I get a shine treatment every few weeks and stay on top of the color. I get depressed when I start seeing that halo of gray." I hope her outlook on life changes a bit to the point where she'll be happy with herself no matter what her haircolor is.

Paulina Porizkova-Ocasek says that minimalism is key... "I used to love dark eye [makeup] - and in pictures, it still looks great - but it doesn't look so great in real life. I wear a lot less foundation, a lot less powder. Powder is definitely the enemy of a 40-year-old."

Patti Hansen agrees. "For the last 40 years, I've used Mario Badesco Carnation Milk Cleanser. It's not greasy, it removes my makeup and it's gentle. I cleanse, wipe under my eyes and use a little toner and whatever moisturizer is available. I see my daughters in their 20s using every single product that is out there. For me, it's very basic. I use my dermatologist's products and Tracie Martyn's firming lotion."

Here's another tip from Brooke Shields... "When I drink too much alcohol, go on a few hours of sleep, don't eat well and don't sweat, I look five to ten years older. And I've never smoked. I've seen that stuff take a toll - and then you start chasing it. Putting yourself in the position where you're not chasing youth is the best way to stay young."

What about plastic surgery? She also believes that keeping an open mind is key. "Ask me in ten years [about plastic surgery]. If my eyes start to droop down to my chin, will I seek it out? I don't know. I've tried to fill my frown lines. That made me crazy. It made me incredibly claustrophobic. I couldn't move my face! But who is to say that I'm not going to get tired of those lines around my eyes? I've seen it make people really happy and confident."