Exhibit
      10.33


    Employment
      Letter of Understanding

    


    

      Dr.
        Tattoff is please to present to Howard Sampson this Employment Letter of
        Understanding for the position of Chief Financial Officer. 

      


      
        	
                Position:

              	
                Temporary
                  Chief Financial Officer (CFO) through completion of the initial
                  financing
                  with Brookshire Securities Corporation and Reverse Merger then
                  transitioning to Full Time CFO upon mutual agreement with
                  Company

              
	 	
                 

              
	
                Duties:

              	
                Those
                  commensurate with the duties of a CFO

              
	 	 
	
                Start
                  Date:

              	
                Next
                  working day following the completion of the Bridge Loan
                  Financing

              
	 	 
	
                Salary:

              	
                $100/hour

              
	 	 	 
	
                Benefits:

              	
                Reimbursed
                  for health care premium, not to exceed $500/month, until included
                  on
                  Company’s Health Plan

              
	 	
                 

              
	
                Vacation:

              	
                3
                  weeks annually

              
	 	 
	
                Holidays:

              	
                Company
                  selected

              
	 	 
	
                Option
                  or Warrant:

              	
                To
                  purchase the equivalent of 200,000 shares of common stock of Dr.
Tattoff
                  contingent on the completion of Reverse Merger

              
	 	
                 

              
	
                Vesting
                  Start Date:

              	
                Date
                  of hire

              
	 	 
	
                Option
                  or Warrant Pricing:

              	
                FMV
                  on Start Date

              
	 	 
	
                Vesting:

              	
                25%
                  upon completion of the Reverse Merger then monthly vesting over
                  3 years
                  for the remaining shares.

              
	 	 
	
                Severance:

              	
                One
                  month salary

              
	 	 
	
                Commuting
                  Expenses:

              	
                Reasonable
                  expenses to be pre approved and reimbursed by Company

              
	 	 
	
                Overnight
                  Expenses:

              	
                Reasonable
                  expenses to be pre approved and reimbursed by Company

              
	 	 
	
                Indemnification:

              	
                Company
                  agrees to provide Indemnification

              
	 	 
	
                DR.
                  TATTOFF

              	 
	
                By:
                  /s/
                  James Morel

              	 
	
                Name:
                  James Morel

              	 
	
                Title:
                  CEO