Exhibit
      10.44

     

    NEITHER
      THIS SECURITY NOR THE SECURITY INTO WHICH THIS SECURITY IS EXERCISABLE HAVE
      BEEN
      REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
      COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE OFFERED
      OR
      SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
      ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
      TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
      APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL
      TO
      THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY
      ACCEPTABLE TO THE COMPANY.

     

    Warrant
      No. W-July07-02

    


    Void
      after 5:00 p.m., Eastern Standard Time on July 20, 2012

    


    UNIT
      PURCHASE WARRANT


     

    DRTATTOFF,
      LLC,
      a
      California limited liability company (the “Company”),
      hereby certifies that, for value received,
      Ian
      Kirby, located at 560 N. Kings Road #3, West Hollywood, CA 90048   (the
      “Warrant
      Holder”)
      is the
      owner of the number of unit purchase warrants (“Warrants”)
      which
      entitles the holder thereof to purchase, at any time during the period
      commencing on the Commencement Date (as defined herein) and ending on the
      Expiration Date (as defined herein), Five Hundred and Fifty six (556) fully
      paid
      and non-assessable units of Membership Interest (as defined in the Company's
      Operating Agreement dated as of July 5, 2005, as amended to date (the "Operating
      Agreement")) in the Company (each a "Unit"), each representing a Percentage
      Interest (as defined in the Operating Agreement) equal to 0.0009890% on a
      fully-diluted basis as of the date hereof at a purchase price equal to the
      Exercise Price (as defined below) in lawful money of the United States of
      America in cash, subject to adjustment as hereinafter provided. Each Unit shall
      include the right to receive allocations of Net Profits and Net Losses and
      distributions from the Company. For the avoidance of doubt, the securities
      which
      the Warrant Holder is permitted to purchase hereunder (whether prior to or
      after
      adjustment of the Warrant Units or securities to which this Warrant applies)
      shall be equal to .5499% of the total equity securities of the Company on a
      fully-diluted basis as of the date hereof.

     

    1. WARRANT;
      EXERCISE PRICE.

     

    1.1 This
      Warrant is issued pursuant to a Subscription Agreement dated as of the date
      hereof, by and among the Company and the Warrant Holder (the “Subscription
      Agreement”).


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    1.2 Each
      Warrant shall entitle the Warrant Holder to purchase one Unit (individually,
      a
“Warrant
      Unit”
      severally, the “Warrant
      Units”).
      Each
      Warrant Unit shall provide the holder of such Unit with a capital account
      balance equal to the exercise price paid for such Warrant Unit. 

     

    1.3 The
      purchase price payable upon exercise of each Warrant (the “Exercise
      Price”)
      shall
      be (i) in the event that the Company completes a merger of the Company with
      and
      into Lifesciences Opportunities, Inc. (the "Merger"), (A) the actual exercise
      price for a Warrant issued in the Company's next equity financing (whether
      completed before, after or contemporaneously with the Merger), subject to any
      adjustments pursuant to Section 8 to make such Warrant equivalent to the
      Warrants hereunder, (B) if no Warrant is offered in the next equity financing
      (whether completed before, after or contemporaneously with the Merger), then
      in
      such event only, the purchase price per security which the Warrant Holder is
      entitled to purchase upon the exercise of this Warrant will be equal to the
      actual purchase price paid for each such security in the next equity financing,
      or (C) if no such financing is completed by the Company after the Merger, then
      the purchase price per security which the Warrant Holder is entitled to purchase
      shall be equal to (1) the Exercise Price identified in (ii) below (as adjusted
      by the provisions of Article 8), divided by (2) the number of shares or other
      securities issuable or exchangeable for each Warrant through the Merger) or
      (ii)
      if the Warrant is exercised prior to the Merger, then the exercise price shall
      be $92.72 per Unit, subject to any adjustments pursuant to Section 8.
      Notwithstanding the foregoing, the Exercise Price and number of Warrant Units
      purchasable pursuant to each Warrant are subject to adjustment as provided
      in
      Section 8. 

     

    2. EXERCISE
      OF WARRANT; EXPIRATION DATE.
      

     

    2.1 This
      Warrant is exercisable at any time and from time to time commencing the date
      hereof (“Commencement
      Date”)
      and
      ending at 5:00 p.m., Eastern Time on June 15, 2012 (the “Expiration
      Date”),
      in
      whole or from time to time in part, at the option of the Warrant Holder, upon
      surrender of this Warrant to the Company together with a duly completed Notice
      of Exercise in the form attached hereto and payment of an amount equal to the
      then applicable Exercise Price multiplied by the number of Warrant Units then
      being purchased upon such exercise. 

     

    2.2 Each
      exercise of this Warrant shall be deemed to have been effected immediately
      prior
      to the close of business on the day on which this Warrant shall have been
      surrendered to the Company as provided in Section 2.1. At such time, the person
      or persons in whose name or names any certificates for Warrant Units shall
      be
      issuable upon such exercise as provided in Section 2.3 below shall be deemed
      to
      have become the holder or holders of record of the Warrant Units represented
      by
      such certificates.

     

    2.3 Within
      three business days after the exercise of the purchase right represented by
      this
      Warrant, the Company at its expense will use its reasonable best efforts to
      cause to be issued in the name of, and delivered to, the Warrant Holder, or,
      subject to the terms and conditions hereof, to such other individual or entity
      as such Warrant Holder (upon payment by such Warrant Holder of any applicable
      transfer taxes) may direct: 


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (a) a
      certificate or certificates for the number of full Warrant Units to which such
      Warrant Holder shall be entitled upon such exercise , and 

     

    (b) in
      case
      such exercise is in part only, a new Warrant or Warrants (dated the date hereof)
      of like tenor, stating on the face or faces thereof the number of Units
      currently stated on the face of this Warrant minus the number of such Units
      purchased by the Warrant Holder upon such exercise as provided in Section 2.2
      (in each case prior to any adjustments made thereto pursuant to the provisions
      of this Warrant).

     

    3. REGISTRATION
      AND TRANSFER ON COMPANY BOOKS.
      

     

    3.1 The
      Company (or an agent of the Company) will maintain a register containing the
      names and addresses of the Warrant Holders. Any Warrant Holder may change its,
      his or her address as shown on the warrant register by written notice to the
      Company requesting such change. 

     

    3.2 The
      Company shall register upon its books any transfer of a Warrant upon surrender
      of same as provided in Section 5. 

     

    4. RESERVATION
      OF UNITS.
      The
      Company will at all times reserve and keep available, solely for issuance and
      delivery upon the exercise of this Warrant, such Warrant Units and other stock,
      securities and property, as from time to time shall be issuable upon the
      exercise of this Warrant. As
      long
      as the Warrant shall be outstanding, the Company shall use its commercially
      reasonable efforts to cause all Warrant Units issuable upon exercise of the
      Warrants to be listed (subject to official notice of issuance) on each Exchange
      (or, if applicable on Nasdaq, NASD OTC Bulletin Board or Pink Sheets, LLC or
      any
      successor electronic quotation service and trading market) on which the
      Company's Membership Interests are then listed and/or quoted, if
      any. 

     

    5. EXCHANGE,
      TRANSFER, ASSIGNMENT OR LOSS OR MUTILATION OF WARRANTS.
      This
      Warrant is exchangeable, without expense, at the option of the Warrant Holder,
      upon presentation and surrender hereof to the Company for other warrants of
      different denominations entitling the holder thereof to purchase in the
      aggregate the same number of Units purchasable hereunder. Subject to the terms
      of Sections 6 and 7, upon surrender of this Warrant to the Company at its
      principal office or at the office of its transfer agent, if any, with the
      Assignment Form annexed hereto duly executed and funds sufficient to pay any
      transfer tax, the Company shall, without charge, execute and deliver a new
      Warrant in the name of the assignee named in such instrument of assignment
      and
      this Warrant shall be promptly canceled. Subject to the terms of Sections 6
      and
      7, this Warrant may be divided or combined with other warrants which carry
      the
      same rights upon presentation hereof at the principal office of the Company
      together with a written notice specifying the names and denominations in which
      new Warrants are to be issued and signed by the Warrant Holder hereof. The
      term
“Warrant” as used herein includes any Warrants into which this Warrant may be
      divided or exchanged. Upon receipt by the Company of reasonable evidence of
      the
      ownership of and the loss, theft, destruction or mutilation of this Warrant
      and,
      in the case of loss, theft or destruction, of indemnity reasonably satisfactory
      to the Company, or, in the case of mutilation, upon surrender and cancellation
      of the mutilated Warrant, the Company shall execute and deliver in lieu thereof
      a new Warrant of like tenor and date representing an equal number of Warrants.
      


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    6. LIMITATION
      ON EXERCISE AND SALES.
      

     

    (a)
       Each
      holder of this Warrant acknowledges that this Warrant and the Warrant Units
      have
      not been registered under the Securities Act, as of the date of issuance hereof.
      This Warrant only may be transferred in compliance with this Section 6 and
      Section 7. The Company shall be under no obligation to issue the Units covered
      by such exercise unless and until the Warrant Holder shall have executed the
      form of exercise annexed hereto that states that at the time of such exercise
      that it is then an “accredited investor” within the meaning of Rule 501 of
      Regulation D, is acquiring such Units for its own account, and will not transfer
      the Warrant Units unless pursuant to an effective and current registration
      statement under the Securities Act or an exemption from the registration
      requirements of the Securities Act and any other applicable restrictions, in
      which event the Warrant Holder shall be bound by the provisions of a legend
      or
      legends to such effect that shall be endorsed upon the certificate(s)
      representing the Warrant Units issued pursuant to such exercise. In such event,
      the Warrant Units issued upon exercise hereof shall be imprinted with a legend
      in substantially the form provided in Section 7(b). 

    


    (b) Warrant
      Holder represents and warrants that it is acquiring this Warrant for its own
      account, for purposes of investment, and not with a view to, or for sale in
      connection with, any distribution thereof within the meaning of the Securities
      Act and the rules and regulations promulgated thereunder. Warrant Holder
      represents, warrants and agrees that it will not sell, exercise, transfer or
      otherwise dispose of this Warrant (or any interest therein) or any of the Units
      purchasable upon exercise hereof, except pursuant to (i) an effective
      registration statement under the Securities Act and applicable state securities
      laws or (ii) an opinion of counsel, satisfactory to Company, that an exemption
      from registration under the Securities Act and such laws is available. Warrant
      Holder further acknowledges and agrees that Company is not required, legally
      or
      contractually, so to register or qualify the Warrant or such Units or to take
      any action to make such an exemption available. Warrant Holder understands
      that
      Company will be relying upon the truth and accuracy of the representations
      and
      warranties contained in this Section 6 in issuing this Warrant and such Units
      without first registering the issuance thereof under the Securities Act or
      qualifying or registering the issuance thereof under any state securities laws
      that may be applicable.

    


    (c) Warrant
      Holder acknowledges that (i) there is not now, and there may not be in the
      future, any public market for the Warrant, (ii) although there currently is
      not
      a public trading market for the Units, there can be no assurance that any such
      market will be created and sustained, and (iii) there can be no assurance that
      Warrant Holder will be able to liquidate its investment in Company. Warrant
      Holder represents and warrants that it is familiar with and understands the
      terms and conditions of Rule 144 promulgated under the Securities
      Act.

    


    (d)
       Warrant
      Holder represents and warrants to Company that (i) it has such knowledge and
      experience in financial and business matters as is necessary to enable it to
      evaluate the merits and risks of any investments in Company and is not utilizing
      any other person to be a purchaser representative in connection with evaluation
      of such merits and risks; and (ii) it has no need for liquidity in an investment
      in Company and is able to bear the risk of that investment for an indefinite
      period and to afford a complete loss thereof.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (e) Warrant
      Holder represents and warrants that it has had access to, and has been furnished
      with, all of the information it has requested from Company and has had an
      opportunity to review the books and records of Company and to discuss with
      management and members of the board of directors of Company the business and
      financial affairs of Company.

    


    (f)
       Warrant
      Holder agrees that at the time of each exercise of this Warrant, unless the
      issuance of Units issuable thereupon is pursuant to an effective registration
      statement under the Securities Act and under applicable state blue sky laws,
      Warrant Holder will provide Company with a letter embodying the representations
      and warranties set forth in subsections (b) through (e), in form and substance
      reasonably satisfactory to Company, and agrees that the certificate(s)
      representing any shares issued to it upon any exercise of this Warrant may
      bear
      such restrictive legend as Company may deem necessary to reflect the restricted
      status of such shares under the Securities Act unless Company shall have
      received from Warrant Holder an opinion of counsel to Warrant Holder, reasonably
      satisfactory in form and substance to Company and its counsel, that such
      restrictive legend is not required.

     

    7. TRANSFER
      RESTRICTIONS.

     

    (a) If,
      at the
time
      of
      the surrender of this Warrant in connection with any transfer of this Warrant,
      the transfer of this Warrant shall not be registered pursuant to an effective
      registration
      statement under the Securities Act
      and
under
      applicable state securities or blue sky laws, the Company may require, as a
      condition of allowing such transfer (i) that the Warrant Holder or transferee
      of
      this Warrant, as the case may be, furnish to the Company a written opinion
      of
      counsel (which opinion shall be in form, substance and scope customary for
      opinions of counsel in comparable transactions and reasonably satisfactory
      to
      counsel for the Company) to the effect that such transfer may be made
      without
      registration under the
      Securities Act and under applicable state securities or blue sky laws, (ii)
      that
      the holder or transferee execute and deliver to the Company an investment letter
      in form and substance acceptable to the Company, (iii) that transferee agree
      in
      writing with the Company to be bound by the terms and conditions of this Warrant
      applicable to the Warrant Holder and (iv) that the transferee be an “accredited
      investor” as defined in Regulation D promulgated under the Securities
      Act.

     

    (b) The
      Units
      issuable on the exercise of the Warrant shall bear the following
      legend:

     

    THESE
      SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION,
      OR THE SECURITIES COMMISSION OF ANY STATE, IN RELIANCE UPON AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
      TO
      SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
      COMPANY.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (c) The
      Holder acknowledges that the Warrant Units acquired upon the exercise of this
      Warrant, if not registered, will have restrictions upon resale imposed by state
      and federal securities laws.

     

    8. ADJUSTMENT
      OF EXERCISE PRICE AND NUMBER OF UNITS DELIVERABLE.
      The
      Exercise Price and the number of Warrant Units purchasable pursuant to each
      Warrant shall be subject to adjustment from time to time as hereinafter set
      forth in this Section 8: 

     

    (a) In
      case,
      prior to the expiration of this Warrant by exercise or by its terms, the Company
      shall issue any additional units of Membership Interest as a dividend or
      subdivide the number of outstanding Units into a greater number of units of
      Membership Interest, then in either of such cases, the then applicable Exercise
      Price per Warrant Unit purchasable pursuant to this Warrant in effect at the
      time of such action shall be proportionately reduced and the number of Warrant
      Units at that time purchasable pursuant to this Warrant shall be proportionately
      increased; and conversely, in the event the Company shall reduce the number
      of
      outstanding units of Membership Interest by combining such units into a smaller
      number of units of Membership Interest then, in such case, the then applicable
      Exercise Price per Warrant Unit purchasable pursuant to this Warrant in effect
      at the time of such action shall be proportionately increased and the number
      of
      Warrant Units at that time purchasable pursuant to this Warrant shall be
      proportionately decreased. If the Company shall, at any time during the life
      of
      this Warrant, declare a dividend payable in cash on its Membership Interest
      and
      shall at substantially the same time offer to its stockholders a right to
      purchase new units of Membership Interest from the proceeds of such dividend
      or
      for an amount substantially equal to the dividend, all units of Membership
      Interest so issued shall, for the purpose of this Warrant, be deemed to have
      been issued as a dividend. Any dividend paid or distributed upon the Membership
      Interests in units of any other class of securities convertible into units
      of
      Membership Interest shall be treated as a dividend paid in units of Membership
      Interest to the extent that units of Membership Interest are issuable upon
      conversion thereof.

     

    (b) In
      case,
      prior to the expiration of this Warrant by exercise or by its terms, the Company
      shall be recapitalized by reclassifying its outstanding units of Membership
      Interest, (or the Company or a successor corporation shall consolidate or merge
      with or convey all or substantially all of its or of any successor corporation’s
      property and assets to any other corporation or corporations (any such other
      corporations being included within the meaning of the term “successor
      corporation” hereinbefore used in the event of any consolidation or merger of
      any such other corporation with, or the sale of all or substantially all of
      the
      property of any such other corporation to, another corporation or corporations),
      then, as a condition of such recapitalization, consolidation, merger or
      conveyance, lawful and adequate provision shall be made whereby the holder
      of
      this Warrant shall thereafter have the right to purchase, upon the basis and
      on
      the terms and conditions specified in this Warrant, in lieu of the Warrant
      Units
      theretofore purchasable upon the exercise of this Warrant, such shares of stock,
      securities or assets, as may be issued or payable with respect to, or in
      exchange for, the number of Warrant Units theretofore purchasable upon the
      exercise of this Warrant had such recapitalization, consolidation, merger,
      or
      conveyance not taken place, and the exercise price for which shall have been
      appropriately adjusted to reflect the number of securities which the Warrant
      Holder is entitled to purchase in exchange for such Warrant; and in any such
      event, the rights of the Warrant Holder to any adjustment in the number of
      Warrant Units purchasable upon the exercise of this Warrant, as herein provided,
      shall continue and be preserved in respect of any stock which the Warrant Holder
      becomes entitled to purchase.


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (c) In
      case
      the Company at any time while this Warrant shall remain unexpired and
      unexercised shall sell all or substantially all of its property or dissolve,
      liquidate, or wind up its affairs, lawful provision shall be made as part of
      the
      terms of any such sale, dissolution, liquidation or winding up, so that the
      holder of this Warrant may thereafter receive upon exercise hereof in lieu
      of
      each Warrant Unit that it would have been entitled to receive, the same kind
      and
      amount of any securities or assets as may be issuable, distributable or payable
      upon any such sale, dissolution, liquidation or winding up with respect to
      each
      Unit of the Company, provided, however, that in any case of any such sale or
      of
      dissolution, liquidation or winding up, the right to exercise this Warrant
      shall
      terminate on a date fixed by the Company; such date so fixed to be not earlier
      than 5:00 p.m., Eastern Time, on the forty-fifth day next succeeding the date
      on
      which notice of such termination of the right to exercise this Warrant has
      been
      given by mail to the registered holder of this Warrant at its address as it
      appears on the books of the Company.

     

    9. VOLUNTARY
      ADJUSTMENT BY THE COMPANY.
      The
      Company may, at its option, at any time during the term of the Warrants, reduce
      the then current Exercise Price to any amount deemed appropriate by the Managing
      Members of the Company and/or extend the date of the expiration of the Warrants.
      

     

    10. RIGHTS
      OF THE HOLDER.
      The
      Warrant Holder shall not, by virtue hereof, be entitled to any rights of a
      member in the Company, either at law or equity, and the rights of the Warrant
      Holder are limited to those expressed in this Warrant and are not enforceable
      against the Company except to the extent set forth herein. This Warrant does
      not
      entitle the Holder to any voting rights or other rights as a member of the
      Company prior to the Exercise Date and then only with respect to the Warrant
      Units to be issued with respect thereto. 

     

    11. NOTICES
      OF RECORD DATE.
      In
      case: 

     

    (a) the
      Company shall take a record of the holders of its Units (or other stock or
      securities at the time deliverable upon the exercise of this Warrant) for the
      purpose of entitling or enabling them to receive any dividend or other
      distribution, or to receive any right to subscribe for or purchase any
      Membership Interests or any other securities, or to receive any other right,
      or


     

    (b) of
      any
      capital reorganization of the Company, any reclassification of the equity
      capital of the Company, any consolidation or merger of the Company with or
      into
      a corporation or other entity (other than a consolidation or merger in which
      the
      Company is the surviving entity), or any transfer of all or substantially all
      of
      the assets of the Company, or 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (c) of
      the
      voluntary or involuntary dissolution, liquidation or winding-up of the Company,
      

     

    then,
      and
      in each such case, the Company will mail or cause to be mailed to the Warrant
      Holder a notice specifying, as the case may be, (i) the date on which a record
      is to be taken for the purpose of such dividend, distribution or right, and
      stating the amount and character of such dividend, distribution or right, or
      (ii) the effective date on which such reorganization, reclassification,
      consolidation, merger, transfer, dissolution, liquidation or winding-up is
      to
      take place, and the time, if any is to be fixed, as of which the holders of
      record of Units (or such other stock or securities at the time deliverable
      upon
      the exercise of this Warrant) shall be entitled to exchange their Units (or
      such
      other stock or securities) for securities or other property deliverable upon
      such reorganization, reclassification, consolidation, merger, transfer,
      dissolution, liquidation or winding-up. Such notice shall be mailed at least
      ten
      days prior to the record date or effective date for the event specified in
      such
      notice, provided that the failure to mail such notice shall not affect the
      legality or validity of any such action. 

     

    12. SUCCESSORS.
      The
      rights and obligations of the parties to this Warrant will inure to the benefit
      of and be binding upon the parties hereto and their respective heirs,
      successors, assigns, pledgees, transferees and purchasers. 

     

    13. CHANGE
      OR WAIVER.
      Any
      term of this Warrant may be changed or waived only by an instrument in writing
      signed by the party against whom enforcement of the change or waiver is sought.
      

     

    14. HEADINGS.
      The
      headings in this Warrant are for purposes of reference only and shall not limit
      or otherwise affect the meaning of any provision of this Warrant. Wherever
      possible, each provision of this Warrant shall be interpreted in such manner
      as
      to be effective and valid under applicable law, but if any provision of this
      Warrant shall be prohibited by or invalid under applicable law, such provision
      shall be ineffective to the extent of such prohibition or invalidity, without
      invalidating the remainder of such provisions or the remaining provisions of
      this Warrant.

     

    15. Governing
      Law.
      This
      Warrrant shall be governed by and construed in accordance with the laws of
      the
      State of California. Any action or litigation brought by either party against
      the other concerning the transactions contemplated by this Warrant shall be
      brought only in the state courts or in the federal courts located in the state
      of California prevailing party shall be entitled to recover from the other
      party
      its reasonable attorney’s fees and costs.

     

    16. MAILING
      OF NOTICES, ETC.
      All
      notices and other communications required or permitted hereunder shall be in
      writing and shall be deemed to have been duly given one (1) business day after
      delivery to an overnight carrier with instructions to deliver to the
      applicable

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    address
      set forth below, or, if sent by facsimile, upon receipt of a confirmation of
      delivery: 

     

    
      	
              Registered
                Holder:

            	
              To
                his or her last known address as indicated on the Company’s books and
                records.

            
	 	 
	
              The
                Company:

            	
              DrTattoff,
                LLC

            
	 	
              8500
                Wilshire Blvd,

            
	 	
              Beverly
                Hills CA 90211

            
	 	
              Attention:
                James Morel, President

            
	 	
              Fax:
                310-659-4159

            


    

    


    [Signature
      Page Follows]

    

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


     

    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly
      authorized officer as of July 24, 2007

     

    
      	
              DRTATTOFF,
                LLC

            
	 	 
	
              By:

            	
              /s/
                James Morel

            
	
              Name:
                

            	
              James
                Morel

            
	
              Title:
                

            	
              CEO

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    Notice
      of Exercise

    To
      Be
      Executed by the Warrant Holder

    In
      Order
      to Exercise Warrants

    


    TO:
      Dr.
      Tattoff, LLC

    


    The
      undersigned hereby: (1) irrevocably subscribes for and offers to purchase
      _______ Units (“Units”),
      of
      DrTattoff, LLC, pursuant to Warrant No. ___ heretofore issued to
      ___________________ on July 20, 2007 and (2) encloses a cash payment of
      $__________ representing the aggregate exercise price for such Unitss.



    


    The
      undersigned hereby represents and warrants to the Company that it is an
“Accredited Investor” within the meaning of Rule 501 of Regulation D promulgated
      under the Securities Act of 1933, as amended (the “Securities
      Act”),
      and
      is acquiring these securities for its own account and not with a view to, or
      for
      sale in connection with, any distribution thereof, nor with any present
      intention of distributing or selling the same. The undersigned further
      represents that it does not have any contract, agreement, understanding or
      arrangement with any person to sell, transfer or grant the Units issuable under
      this Warrant. The undersigned understands that the shares it will be receiving
      are “restricted securities” under Federal securities laws inasmuch as they are
      being acquired from DrTattoff, LLC, in transactions not including any public
      offering and that under such laws, such shares may only be sold pursuant to
      an
      effective and current registration statement under the Securities Act or an
      exemption from the registration requirements of the Securities Act and any
      other
      applicable restrictions, in which event a legend or legends will be placed
      upon
      the certificate(s) representing the Units issuable under this Warrant denoting
      such restrictions. The undersigned understands and acknowledges that the Company
      will rely on the accuracy of these representations and warranties in issuing
      the
      securities underlying the Warrant.

    


    [warrant
      notice of exercise signature page to follow]


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    Exhibit
      10.20

    


    [warrant
      notice of exercise signature page]

    


    
      	
              Date:

            	 



    

    


    
      	
              Warrant
                Holder Name:

            	 



    

     

    
      	
              Taxpayer
                Identification Number:

            	 



    

    


    
      	
              By:
                

            	 
              
	 	 
	
              Printed
                Name:

            	 
              
	 	 
	
              Title:

            	 
	 	 
	
              Address:

            	 


    

    


    Note:
      The
      above signature should correspond exactly with the name on the face of this
      Warrant or with the name of assignee appearing in assignment form below.


    


    AND,
      if
      said number of shares shall be less than the total number of shares purchasable
      under the Warrant, a new Warrant is to be issued in the name of said undersigned
      for the balance remaining of the shares purchasable thereunder less any fraction
      of a share paid in cash and delivered to the address stated
      above.


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    ASSIGNMENT
      FORM

    To
      be
      executed by the Warrant Holder

    In
      order
      to Assign Warrants

    


    FOR
      VALUE
      RECEIVED,____________________________________ hereby sell, assigns and transfer
      unto

     

    PLEASE
      INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

     

    
      
        	 


      

       

      
        

      

       

    

    
      

    

     

    
      
 (Please
      print or type name and address)

     

    ______________________
      of the Warrants represented by this Warrant, and hereby irrevocably constitutes
      and appoints ________________________ Attorney to transfer this Warrant on
      the
      books of the Company, with full power of substitution in the
      premises.

     

    
      
        
          	
                  Dated:

                	 
	 	 
	 	 	 	
                  (Signature
                    of Registered Holder)

                


        

      

    

    


    In
      addition to executing this Assignment Form, the Warrant Holder and the
      transferee must comply with the other requirements for transfer set forth in
      Sections 6 and 7 of the Warrant.

     

    CERTIFICATION
      OF STATUS OF TRANSFEREE

    TO
      BE EXECUTED BY THE TRANSFEREE OF THIS WARRANT

    


    The
      undersigned transferee hereby certifies to the registered holder of this Warrant
      and to DR. TATTOFF, LLC that the transferee is an “accredited investor” within
      the meaning of Rule 501 of Regulation D promulgated under the Securities Act
      of
      1933, as amended.

     

    
      
        
          
            	
                    Dated:

                  	 
	 	 
	 	 	 	
                    (Signature
                      of
                      Transferee)

                  


          

        

      

    

     

    
      
        
        

      

      
        13