Exhibit
      10.39

    


     

      
        

      

    

     

    PROMISSORY
      NOTE

     

    
      	$75,000	
              LOS
                ANGELES, CALIFORNIA

            	
              March
                29,
                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 Seventy-Five
      Thousand
($75,000)
      (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 1.25%
        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 7.5%
        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.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      Governing
        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	 	3/29/07
	Signature of Payee	 	Date
	 	 	 
	 	 	 
	/s/
                James Morel	 	3/29/07
	Authorized Signature on behalf of
                DRTATTOFF,
                LLC	 	Date