Exhibit
      10.47


    NOTE
      CONVERSION AGREEMENT

    


    This
      Note
      Conversion Agreement (“Agreement”)
      is
      entered into this 22nd day of July 2008, by Dr. Tattoff, Inc. (the “Company”),
      a
      Florida corporation, and each of the undersigned noteholders (each a
“Noteholder”
and
      together, the “Noteholders”).

    


    BACKGROUND

    


    WHEREAS,
      the
      Noteholders have previously loaned the Company funds in the amounts set forth
      in
Annex
      A
      attached
      hereto, which loans were non-interest bearing and payable on demand (each a
      “Note”
and
      together, the “Notes”);
      and

    


    WHEREAS,
      the Company has requested, and each of the Noteholders has agreed, to convert
      the outstanding amount due on the Notes into shares of the Company’s common
      stock, par value $.0001 per share (the “Common
      Stock”).

    


    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 balances due on the Notes as of July 22, 2008
      (“Conversion
      Date”)
      into
      shares of Common Stock at a conversion price of $1.00 per share of Common Stock
      (the “Conversion
      Shares”).
      Each
      Noteholder shall also receive a warrant to purchase 1⁄2 share of Common Stock, at
      an exercise price of $1.00 per share, for each Conversion Share.

    


    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 Conversion Shares
      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.

    


    
      	 	
              DR.
                TATTOFF, INC

            
	 	 	 
	 	 	 
	 	
              By:
                

            	
              /s/
                John Keefe

            
	 	
              Name:
                

            	
              John
                Keefe

            
	 	
              Title:
                

            	
              Chief
                Executive Officer

            


    

     

    
      	
              ACCEPTED
                AND APPROVED:

            
	 
	 
	
              ARK
                VENTURE CAPITAL, INC.

            
	 
	
              /s/
                Robert D. Keyser, Jr.

            
	
              Name:
                Robert D. Keyser, Jr.

            
	
              Title:
                President

            
	 
	 
	
              /s/
                Roland R. Perry

            
	
              Roland
                R. Perry

            


    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    Annex
      A

     

    
      	
              Note
                Value

            	
              Holder

            	
              Conversion
                Shares

            	
              Warrants
                Issuable Upon Conversion

            
	
              $33,626
                

            	
              ARK
                Venture Capital, Inc.

            	
              33,626

            	
              16,813

            
	
              $4,750
                

            	
              Roland
                R. Perry

            	
              4,750

            	
              2,375

            


    

    


    
      
        
        

      

      
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