Exhibit
      10.28


**NOTE
      CONVERSION AGREEMENT**








This
      Note
      Conversion Agreement (“Agreement”) is entered into this 20th day of December
      2007, by DRTATTOFF, LLC (the “Company”), a California limited liability company,
      and each of the undersigned noteholders (each a “Noteholder” and together, the
“Noteholders”).





**BACKGROUND**





WHEREAS ,
      the
      Company has previously issued to the Noteholders certain promissory notes more
      particularly described in Annex
      A attached
      hereto, which contents are expressly incorporated herein (each a “Note” and
      together, the “Notes”); and





WHEREAS,
      the Company has requested, and each of the Noteholders has agreed, to convert
      the outstanding principal amount and all accrued and unpaid interest due on
      the
      Notes into units of membership interests in the Company (the
“Units”).





NOW,
      THEREFORE, in consideration of the foregoing, of the mutual agreements
      hereinafter set forth, and of other good and valuable consideration, the receipt
      and sufficiency of which are hereby acknowledged, the parties hereto hereby
      agree follows:





1.  The
      parties agree that the Recitals set forth above are true and correct and are
      incorporated into this Agreement by reference.





2.  Each
      Noteholder hereby agrees  to
      convert all outstanding principal and accrued but unpaid interest due on the
      Notes as of December 20, 2007 (“Conversion Date”) (the sum of the unpaid
      principal amount, or portion hereof, plus all accrued and unpaid interest as
      calculated on the Conversion Date being referred to herein as the “Note Value”)
      into Units at a conversion price of $1.00 per Unit (the “Conversion Price”).
      Each Noteholder shall also receive a warrant to purchase 1⁄2 Unit, at an exercise
      price of $1.25 per Unit, for each Unit issued upon conversion of each
      Note.





3.  Each
      Noteholder hereby agrees that on the Conversion Date any and all obligations
      of
      the Company with respect to each Note shall be deemed satisfied in its entirety,
      and that the Company will have no further obligation under the Note nor to
      each
      respective Noteholder in any way other than to issue the Units in the amounts
      set forth in Annex
      A attached
      hereto.





4.  This
      Agreement may be executed in any number of counterparts, each of which shall
      constitute an original, and all of which, taken together, shall constitute
      the
      same instrument.





5.  This
      Agreement may be executed by facsimile signature and that such facsimile
      signature shall have the same effect as original signatures.








*[Signature
      Page Follows]*







IN
      WITNESS WHEREOF, the parties have executed this Agreement the day and year
      first
      above written.




**DRTATTOFF,
              LLC**By:
            /s/ James
              MorelName:
              James MorelTitle:
              Chief Executive Officer






**ACCEPTED
      AND APPROVED**:





/s/ Scott
              WoodruffScott
              Woodruff/s/ William KirbyWilliam
              Kirby/s/ Christopher KnightChristopher
              Knight/s/ Ian KirbyIan
              Kirby








**Annex
      A**








Note
                Value
            Holder
            Units
                Issuable Upon Conversion
            Warrants
                Issuable Upon Conversion$54,689.04
            Scott
                Woodruff
            54,690
            27,345$10,590.68
            Scott
                Woodruff
            10,591
            5,296$55,071.56
            William
                Kirby
            55,072
            27,536$143,822.47
            Christopher
                Knight
            143,823
            71,912$26,013.70
            Christopher
                Knight
            26,014
            13,007$77,732.88
            Christopher
                Knight
            77,733
            38,867$78,143.84
            Ian
                Kirby
            78,144
            39,072