Exhibit
      10.35




PROMISSORY
      NOTE (“Note”)




**(William
      Kirby)**




$12,000
            Los
                Angeles, CaliforniaAs
                of November 15, 2005





FOR
        VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, the
        undersigned, DrTattoff, LLC, a California limited liability company, its
        successors and assigns (hereinafter referred to as “Maker”), unconditionally
        promises to pay to William Kirby, its successors, assigns or to its order
        (“Holder”), at such place as Holder shall designate, in lawful money of the
        United States, the principal amount of Twelve Thousand Dollars ($12,000),
        payable in full on demand by Holder at any time but will be due and payable
        in
        full without demand on July 1, 2006, together with interest on the unpaid
        principal balance at three percent (3%) per annum. Maker may prepay any portion
        of this Note at any time without premium or penalty. Interest due hereunder
        shall he computed from the date hereof and shall be paid with the payment
        of any
        principal until all amounts under this Note are paid in full. Each payment
        made
        hereunder shall be credited first to amounts due under Section I below, if
        any,
        then to interest then due and the remainder of such payment shall be credited
        to
        principal. Notwithstanding the foregoing, in no event shall the interest
        rate
        exceed the maximum rate permitted by law.
  1. **Indemnity
        and Expenses.**
  (a) Maker
        agrees to indemnify Holder from and against any and all claims, losses and
        liabilities in any way relating to, growing out of or resulting from this
        Note
        and the transactions contemplated hereby (including without limitation
        enforcement of this Note).
  (b) Maker
        agrees to pay to Holder upon demand the amount of any and all costs and expenses,
        including the reasonable fees and expenses of its counsel and of any experts
        and
        agents, that Holder may incur in connection with (i) the administration of
        this
        Note, (ii) the exercise or enforcement of any of the rights of Holder hereunder,
        or (iii) the failure by Maker to perform or observe any of the provisions
        hereof.
  (c) The
        obligations of Maker in this Section 1 shall survive the discharge of Maker’s other
        obligations under this Note.
  2. **Events
        of Default.** If any
        of the following events shall occur, all principal and interest
        under this Note shall be, at the option of any Holder, immediately due and
        payable: (1) Failure to make any payment of all or any part of principal
        and/or
        interest when due; (2) Breach of any term in this Note; (3) Maker commences
        any
        proceeding under any bankruptcy, reorganization or arrangement or readjustment
        of debt law or statute of any jurisdiction, whether nor or hereafter in effect;
        (4) Maker files a petition or application to any tribunal for the appointment
        of
        a custodian, receiver or trustee for any substantial part of its assets;
        (5)
        Maker suffers the filing of any petition or application or the commencement
        of
        any such proceeding against him in which an order for relief is entered or
        which
        remains undismissed for thirty (30) days;
        (6)
        if Maker consents to, approves of, or acquiesces in any such petition,
        application, or order for relief or the appointment of a custodian, receiver,
        or
        any trustee for any substantial part of its assets; or (7) Maker makes an
        assignment for the benefit of creditors.
  
  3. **No
        Waiver By Holder.** Holder’s
        failure or forbearance to exercise any right given
        hereunder in the event of any breach of any term or condition set forth herein
        shall not be deemed a waiver of any such term or condition or any subsequent
        breach of the same or any other term or condition herein.
  4. **Waiver
        By Maker.** Maker
        waives presentment, demand, protest, notice of protest,
        acceptance, or other notice of non-payment or dishonor, and waives the right
        to
        require Holder to pursue any particular remedy as a condition to enforcement
        of
        this Note. The rights and remedies expressly provided in this Note are
        cumulative to, and not exclusive of, any rights or remedies that Holder would
        otherwise have. No notice to or demand on Maker in any case shall entitle
        Maker
        to any other or further notice or demand in similar or other circumstances
        or
        constitute a waiver of the right of Holder to any other or further action
        in any
        circumstances without notice or demand.
  5. **Partial
        Invalidity.** If any
        provision or any word, term, clause, or part of any provision
        of this Note shall be invalid for any reason, the same shall be ineffective,
        but
        the remainder of this Note and of the provisions shall not be affected and
        shall
        remain in full force and effect.
  6. **Governing
        Law.** This
        Note shall be interpreted, construed and governed by, in accordance
        with and consistent with the laws of the State of California, which shall
        apply
        in all respects, including statutes of limitation, to any disputes or
        controversies arising out of or pertaining to this Note.
  **IN
        WITNESS WHEREOF,** Maker
        has
        caused this Note to be executed on the date and in the place first written
        above.


MAKERDr.
              Tattoff,
              LLCa
              California limited liability companyBy:
            /s/ James MorelJames
              Morel, ManagerBy:
            /s/ Christopher KnightChristopher
              Knight, ManagerBy:
            /s/ William KirbyWilliam
              Kirby, Manager




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