Unassociated Document


    Exhibit
      10.45

    Employment
      Letter of Understanding

    


    Dr.
      Tattoff is please to present to Howard Sampson this Employment Letter of
      Understanding for the position of Chief Financial Officer. 

    


    
      	
              Position:

            	
              Temporary
                Chief Financial Officer (CFO) through completion of the initial financing
                with Brookshire Securities Corporation and Reverse Merger then
                transitioning to Full Time CFO upon mutual agreement with
                Company

            
	
               

            	
               

            
	
              Duties:

            	
              Those
                commensurate with the duties of a CFO

            
	
               

            	
               

            
	
              Start
                Date:

            	
              Next
                working day following the completion of the Bridge Loan
                Financing

            
	
               

            	
               

            
	
              Salary:

            	
              $100/hour

            
	
               

            	
               

            	
               

            
	
              Benefits:

            	
              Reimbursed
                for health care premium, not to exceed $500/month, until included
                on
                Company’s Health Plan

            
	
               

            	
               

            
	
              Vacation:

            	
              3
                weeks annually

            
	
               

            	
               

            
	
              Holidays:

            	
              Company
                selected

            
	
               

            	
               

            
	
              Option
                or Warrant:

            	
              To
                purchase the equivalent of 200,000 shares of common stock of Dr.
                Tattoff
                contingent on the completion of Reverse Merger

            
	
               

            	
               

            
	
              Vesting
                Start Date:

            	
              Date
                of hire

            
	
               

            	
               

            
	
              Option
                or Warrant Pricing:

            	
              FMV
                on Start Date

            
	
               

            	
               

            
	
              Vesting:

            	
              25%
                upon completion of the Reverse Merger then monthly vesting over 3
                years
                for the remaining shares.

            
	
               

            	
               

            
	
              Severance:

            	
              One
                month salary

            
	
               

            	
               

            
	
              Commuting
                Expenses:

            	
              Reasonable
                expenses to be pre approved and reimbursed by Company

            
	
               

            	
               

            
	
              Overnight
                Expenses:

            	
              Reasonable
                expenses to be pre approved and reimbursed by Company

            
	
               

            	
               

            
	
              Indemnification:

            	
              Company
                agrees to provide Indemnification

            
	
               

            	
               

            
	
              DR.
                TATTOFF

            	
               

            
	
              By:
                /s/
                James Morel

            	
               

            
	
              Name:
                James Morel

            	
               

            
	
              Title:
                CEO