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
              Morel
	 	
              
Name:
              James Morel
	 	Title:
              Chief Executive Officer


    

     

     

    ACCEPTED
      AND APPROVED:

    


    
      	 	 	 	 
	/s/ Scott
              Woodruff	 	 	 
	
              
Scott
              Woodruff	 	 	
            
	 	 	 	 
	 	 	 	 
	/s/ William Kirby	 	 	 
	
              
William
              Kirby	 	 	 
	 	 	 	 
	 	 	 	 
	/s/ Christopher Knight	 	 	 
	
              
Christopher
              Knight	 	 	 
	 	 	 	 
	 	 	 	 
	/s/ Ian Kirby	 	 	 
	
              
Ian
              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