**Exhibit      10.45**

**Employment      Letter of Understanding**

| 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.                                                                                                                               |
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| Severance:                                        | One                month salary                                                                                                                                                                                                                                                  |
|                                              |                                                                                                                                                                                                                                                                             |
| Commuting                Expenses:                | Reasonable                expenses to be pre approved and reimbursed by Company                                                                                                                                                                                                  |
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| 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                         |                                                                                                                                                                                                                                                                             |   |