EXHIBIT
      2.3




**AMENDMENT
      NO. 2 TO MERGER** **AGREEMENT**







THIS
      AMENDMENT NO. 2 TO MERGER AGREEMENT (this “ **Amendment** ”)
      is
      dated as of February 1, 2008, by and among LIFESCIENCES OPPORTUNITIES, INC.,
      a
      Florida corporation (the “ **Company** ”),
      and
      DRTATTOFF, LLC, a California limited liability company (“ **Dr.
      Tattoff** ”).




WHEREAS,
      the parties entered into that certain Merger Agreement, dated as of September
      7,
      2007, by and among the Company and Dr. Tattoff, a copy of which is attached
      hereto as Exhibit A, as amended by that certain Amendment No. 1 to Merger
      Agreement dated as of October 5, 2007, a copy of which is attached hereto as
      Exhibit B, (the “ **Agreement** ”).




WHEREAS,
      the Company and Dr. Tattoff wish to amend certain provisions of the Agreement
      as
      set forth herein;




NOW,
      THEREFORE, for and in consideration of the mutual promises and covenants other
      agreements contained in this Amendment the Company and Dr. Tattoff hereby agree
      to amend the Agreement as follows:




1.   **Defined
      Terms; Conflicting Documents** .
      All
      capitalized terms used but not defined herein shall have the meaning set forth
      in the Agreement. In the event of any conflict between the Agreement and this
      Amendment, this Amendment shall prevail and govern.




2.  **Amendment
      to Section 2.1: Conversion of Capital Stock** .
      Section
      2.1 of the Agreement is deleted in its entirety and replaced with the following
      new Section 2.1:




“2.1.  Conversion
      of Capital Stock .
      As of
      the Effective Time, by virtue of the Merger and without any action on the part
      of the parties or the registered holders of any shares of capital stock of
      the
      Company (each a “ **Company
      Shareholder** ,”
and
      collectively, the “ **Company
      Shareholders** ”):




(a)  The
      units
      of outstanding membership interest of Dr. Tattoff (the “ **Membership
      Interests** ”)
      to be
      set forth in Schedule 2.1(a) shall be converted into and become one (1) fully
      paid and non-assessable share of common stock, par value $0.0001 per share,
      of
      the Surviving Corporation (the “ **Company
      Common Stock** ”).




(b)  The
      Membership Interests to be set forth in Schedule 2.1(b) shall be converted
      into
      and become fully paid and non-assessable shares of a series of preferred stock
      to be created by the Company prior to the Effective Time in a form satisfactory
      to Dr. Tattoff (“ **Preferred
      Stock** ”)
      and
      issued in the amounts to be set forth in Schedule 2.1(b).




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(c)  The
      number of shares of Company Common Stock and Preferred Stock issued to each
      member of Dr. Tattoff (each a “ **Member** ”
and
      collectively the “ **Members** ”)
      in
      accordance with this Section 2.1 shall hereafter collectively be referred to
      as
      the “ **Merger
      Shares** ”.
      At the
      Effective Time, all Membership Interests of Dr. Tattoff shall no longer be
      outstanding and shall automatically be cancelled and retired and shall cease
      to
      exist, and each Dr. Tattoff Member shall cease to have any rights with respect
      thereto, except the right to receive the Merger Shares.




(d)  No
      fraction of a share of Company Common Stock will be issued, but in lieu of
      such
      issuance, each Dr. Tattoff Member who would otherwise be entitled to a fraction
      of a share of Company Common Stock as a result of the conversion and exchange
      of
      shares contemplated by this Article II shall receive from the Company one (1)
      additional share of Company Common Stock. The fractional share interest of
      Dr.
      Tattoff Members shall be aggregated such that no Dr. Tattoff Member shall
      receive more than the one (1) share of Company Common Stock with respect to
      any
      interest in fractional shares.”




3.  **Amendment
      to Section 2.2:**  **Exchange
      of Interests** .
      The
      last sentence of Section 2.2(a) of the Agreement is deleted in its entirety
      and
      replaced with the following new sentence:




“All
      Merger Shares issued upon exchange of the Membership Interests of Dr. Tattoff
      in
      accordance with the terms hereof shall be deemed to have been issued or paid
      in
      full satisfaction of all rights pertaining to such Merger Shares.”




4.  **Amendment
      to Section 7.1: Termination** **.** Subsection
      (b) of Section 7.1 of the Agreement is deleted in its entirety and replaced
      with
      the following new Section 7.1(b) **:**




“(b)  by
      either
      the Company or Dr. Tattoff, by written notice to the other if, for any reason,
      the Closing has not occurred prior to the close of business on or before April
      15, 2008; provided, however, that (i) the right to terminate this Agreement
      pursuant to this Section 7.1(b) shall not be available to the Company or Dr.
      Tattoff, as applicable, if the party seeking to terminate the Agreement is
      responsible for the delay.”




5.  **Amendment
      to Section 8.1: Certain Definitions** .




(a)  The
      definitions of certain terms in the Agreement set forth below are hereby deleted
      in their entirety and replaced with the following new definitions:




“ Member ”
and
      “ Members ”
have
      the meaning set forth in Section 2.1(c).




“ Merger
      Shares ”
has
      the
      meaning set forth in Section 2.1(c).




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(b)  The
      following new definition is inserted into the list of definitions in the
      Agreement in the appropriate alphabetical order:




“ Preferred
      Stock ”
has
      the
      meaning set forth in Section 2.1(b).




6.  **Ratification** . **** Except
      as
      specifically herein amended and modified, all terms and conditions of the
      Agreement remain unchanged and in full force and effect.




7.  **Incorporation
      of Changes** . **** The
      parties hereto covenant and agree that the amendments contemplated in this
      Amendment shall be deemed to be incorporated by reference into and made a part
      of the Agreement.










[ *Signature
      Page Follows* ]


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SIGNATURE
      PAGE TO AMENDMENT NO. 2 TO MERGER AGREEMENT








Please
      acknowledge your acceptance of the foregoing Amendment by signing and returning
      a copy to the undersigned whereupon it shall become a binding agreement between
      us.







**LIFESCIENCES
                OPPORTUNITIES, INC.**By:
            /s/
                Roland PerryName:
                Roland PerryTitle:
                President**DRTATTOFF,
                LLC**By:
            /s/
                James MorelName:
                James MorelTitle:
                Chief Executive Officer





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