Exhibit
        10.38

    

    


     

      
        

      

    

     

    PROMISSORY
      NOTE

     

    
      	$25,000	
              LOS
                ANGELES, CALIFORNIA

            	
              February
                27,
                2007

            


    

     

    FOR
      VALUE
      RECEIVED, the undersigned, DRTATTOFF, LLC (the "Company"), with its registered
      office in the state of California located at 8500 Wilshire Blvd Suite 105,
      Beverly Hills, CA 90211 hereby promises to pay to the order of Christopher
      Knight
      or
      permitted assigns (the "Payee"), the principal amount of Twenty-Five
      Thousand
($25,000)
      (the
      "Principal Amount") with interest from the date hereof on the Principal Amount
      at the rate of five percent (5%) per annum. Interest on this Note shall be
      calculated based upon a year of 360 days. All payments of principal and interest
      shall be made in lawful money of the United States
      of
      America. 

     

    In
      addition, the Company shall with 30 days of above date, assign .41%
      equity
      ownership stake in Company as per the terms of Company Operating Agreement.
      

     

    This
      Note
      is due and payable as follows: Nine
      Months
      from
      above date all Principal and all accrued but unpaid interest shall be due and
      payable in full. All payments hereunder shall be applied first to the payment
      of
      interest and then to the
      outstanding Principal Amount. 

     

    Conversion.
      Upon the completion by the Company of a transaction, or series of related
      transactions, in which the Company sells equity securities resulting securities
      resulting in gross proceeds to the Company equal to or exceeding Two Million
      Dollars ($2,000,000) (excluding the aggregate amount of principal represented
      by
      the Notes) (a "Next
      Equity Financing"),
      before the Maturity Date, the
      outstanding Principal Amount and unpaid, accrued interest on this Note may
      be
      converted into fully paid and nonassessable shares of that type of the Company's
      equity securities issued in the Next Equity Financing. The number of shares
      of
      such equity securities to be issued upon such conversion shall be equal to
      the
      quotient obtained by dividing (a) the aggregate outstanding Principal Amount
      and
      unpaid, accrued interest due on this Note on the date of conversion by (b)
      the
      price per share of such equity securities sold to the investors in the Next
      Equity Financing. The shares of equity securities to be issued upon conversion
      of this Note pursuant to this Section 4 shall be entitled to the same rights
      and
      subject to the same obligations provided in the purchase agreement entered
      into
      with 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    investors
      in the Next Equity Financing. In conjunction with such conversion, the Holder
      shall become a party to and shall execute all related Next Equity Financing
      documentation, including, but not limited to, a definitive stock purchase
      agreement. 

     

    Disclosure
      Of Information. Lender acknowledges that it has received all the information
      it
      considers necessary or appropriate for deciding whether to acquire the
      Securities. Lender further represents that it has had an opportunity to ask
      questions and receive answers from the Company regarding the terms and
conditions
      of the offering of the Securities. 

     

    Investment
      Experience. Lender is an investor in securities of companies in the development
      stage and acknowledges that it is able to fend for itself, can bear the economic
      risk of its investment and has such knowledge and experience in financial or
      business matters that is capable of evaluating the merits and risks of the
      investment in the Securities. If other than an individual, Lender also
      represents it has not been organized solely for the purpose of acquiring the
      Securities. 

     

    Accredited
      Investor. Lender is an "accredited investor" within the meaning of Rule 501
      (a)
      of Regulation D of the Act promulgated by the SEC, as presently in effect.
      

     

    Waivers.
      The Company and any other person who signs, makes, guarantees or endorses this
      Note, to the extent allowed by law, hereby waives presentment, demand for
      payment, protest, notice of dishonor, notice of acceleration of the maturity
      of
      this Note, diligence in collecting, grace, notice and protest and agrees
to
      one or
      more extensions for any period or periods of time and partial payments before
      or
      after maturity without prejudice to the Holder. Upon any change in the terms
      of
      this Note, and unless otherwise expressly stated in writing, no party who signs
      this Note, whether as the Company, a guarantor, accommodation party for the
      Company or endorser, shall be released from liability. All such parties agree
      that Payee may renew, extend (repeatedly and for any length of time) or modify
      this loan, or release any party or guarantor or collateral; or impair, fail
      to
      realize upon or perfect Payee's security interest in any of the collateral
      without the consent of
      or
      notice to anyone. 

     

    Event
      of
      Default. In case an Event of Default (as defined below) shall occur, the
      Principal Amount due and payable as of or prior to the date of the occurrence
      of
      such Event of Default but not yet paid shall be (along with all accrued but
      unpaid interest) converted to 2.5% equity ownership stake in Company as per
      the
      terms of Company Operating Agreement. For purposes of this Note an Event of
      Default shall
      have occurred if: 

     

    (i)
      The
      Company shall fail to make any payment pursuant hereto when due and such failure
      shall continue for a period of ten (10) calendar days following the due
date;
      

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (ii)
      The
      Company shall fail to perform any non-monetary obligation pursuant under this
      Note promptly, at the time, and strictly in the manner provided in this Note,
      and such failure shall continue for a period of ten (10) calendar days after
      notice; 

     

    (iii)
      The
      Company shall (a) execute an assignment for the benefit of creditors, (b) admit
      in writing its inability to pay its debts generally as they become due, (c)
      voluntarily seek the benefits of any Debtor Relief Law which could suspend
      or
      otherwise effect Payee's rights hereunder, or (d) take any corporate action
      to
authorize
      any of the forgoing; 

     

    (iv)
      A
      case or proceeding shall have been commenced involuntarily against the Company
      in a court having competent jurisdiction seeking a decree or order (a) under
      the
      Bankruptcy Code or any other applicable federal, state, or foreign bankruptcy
      or
      other similar law; (b) for the appointment of a custodian, receiver, liquidator,
      assignee, trustee, or sequestrator (or similar official) of the Company or
      a
      substantial part of its assets or (c) the reorganization or winding up or
      liquidation of the affairs of the Company, and such case or proceeding shall
      remain undismissed or unstayed for 60 days or more or a decree or order granting
      the relief sought in such case or proceeding shall be entered by a court of
      competent jurisdiction
      over such case or proceeding. 

     

    Attorneys'
      Fees. If this Note is placed in the hands of an attorney for collection after
      default, or if all or any part of the indebtedness represented hereby is proved,
      established or collected in any court or in any bankruptcy receivership, debtor
      relief, probate or other court proceedings, the Company agrees to pay reasonable
      attorney's fees and collection costs to the Payee(s) hereof in addition to
      the
      principal and interest payable hereunder. The Company also will pay Payee all
      other amounts actually incurred by Payee as court costs, lawful fees for filing,
      recording, or releasing to any public office any instrument securing this loan;
      the reasonable cost actually expended for repossessing, storing, preparing
      for
      sale, and selling any security; and fees for noting a lien on or transferring
      a
      certificate of title
      to
      any titled collateral offered as security for this loan. 

     

    Severability.
      If any part of this Note cannot be enforced, this fact will not affect the
      rest
      of the Note. 

     

    Captions.
      The headings are included herein for ease of reference only and shall not be
      considered in the construction or interpretation of the terms and provisions
      of
      this
      date. 

     

    Assignment.
      The indebtedness evidenced by this Promissory Note shall be binding upon and
      inure to the benefit of the parties hereto, their successors and assigns.


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Governlng
      Law. THIS NOTE HAS BEEN DELIVERED TO AND ACCEPTED BY LENDER IN LOS ANGELES,
      CALIFORNIA AND SHALL BE GOVERNED BY AND CONSTRUED
      IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. ANY LEGAL PROCEEDINGS
      INSTITUTED UNDER. THIS NOTE SHALL
      BE
      BROUGHT IN LOS ANGELES COUNTY, CALIFORNIA. 

     

    IN
      WITNESS WHEREOF, The Company has caused this Note to be executed on its behalf,
      by its representative thereunto duly authorized. 

     

     

    
      	/s/
              Christopher Knight	 	2/27/07
	Signature of Payee 	 	Date 
	 	 	 
	 	 	 
	/s/
              James Morel	 	3/19/07
	Authorized Signature on behalf of DRTATTOFF,
              LLC 	 	Date