Exhibit
        10.31




PROMISSORY
      NOTE (“Note”)




**(James
      Morel)**






$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 James Morel, 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 at any time, 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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