Exhibit
      10.48


    NEITHER
      THIS SECURITY NOR THE SECURITY INTO WHICH THIS SECURITY IS CONVERTIBLE 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.

     

    CONVERTIBLE
      PROMISSORY NOTE

     

    
      
        	
                $50,000

              	
                June
                  27, 2008

              


      

    

     

    FOR
      VALUE
      RECEIVED, Dr. Tattoff, Inc., a Florida corporation, located at 8500 Wilshire
      Boulevard, Suite 105, Beverly Hills CA 90211 (the “Borrower”)
      hereby
      promises to pay to the order of Jeffrey J. Merkel (the “Holder”),
      the
      principal sum of Fifty Thousand Dollars ($50,000), upon the following
      terms:

    


     1. Interest
      Rate.
      Interest shall accrue on the unpaid principal balance of this Note from the
      date
      of issuance until paid or converted in full at the rate of twelve percent (12%)
      per annum, calculated on a 365/366 day year, as applicable. 

    


    2.
      Payment
      Terms.
      The
      Borrower agrees to pay the unpaid principal balance of this Note and all accrued
      and unpaid interest on the date that is the earlier of (i) 180 days from the
      date of issuance, or (ii) five (5) business days from the date of closing by
      Borrower of equity financing in the aggregate of not less than $5.0 million
      (the
“Maturity
      Date”),
      unless previously converted in accordance with Section 4 hereof. Borrower may
      prepay all or any part of interest or principal at any time without penalty.
      

    


    3. Manner
      and Place of Payment; Holidays.
      All
      payments on this Note shall be made in coin or currency which, at the time
      or
      times of payment, constitute legal tender for public or private debts in the
      United States of America. All payments on this Note shall be made to Holder
      at
      the address stated above, or at such other address as Holder shall designate
      in
      writing. If the prescribed date of payment of any of the principal or interest
      hereon is a Saturday, Sunday or legal holiday, such payment shall be due on
      the
      next succeeding business day. 

     

    4. Conversion
      Rights. 

    


    (i) Conversion.
      The
      Holder, at its option, so long as any portion of this Note remains outstanding,
      may elect to convert any outstanding and unpaid principal portion of this Note,
      and any accrued and unpaid interest (the date of giving of such notice of
      conversion being a “Conversion
      Date”)
      into
      shares (“Shares”)
      of the
      Borrower’s common stock, par value $.0001 per share (“Common
      Stock”),
      at
      the conversion price as defined in Section 4(ii) hereof (the “Conversion
      Price”),
      determined as provided herein. Upon delivery to the Borrower of a completed
      Notice of Conversion, a form of which is annexed hereto, Borrower shall issue
      and deliver to the Holder within three (3) business days after the Conversion
      Date (such third day being the “Delivery
      Date”)
      a
      certificate evidencing the Shares issuable for the portion of the Note converted
      in accordance with the foregoing. The Shares issuable upon conversion of this
      Note shall be determined by dividing that portion of the principal of the Note
      and interest, if any, to be converted, by the Conversion Price. On the
      Conversion Date any and all obligations of the Borrower with respect to the
      portion of the Note so converted shall be deemed satisfied, and the Borrower
      will have no further obligation under the Note with respect to such converted
      portion in any way other than to issue the Shares.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (ii) Conversion
      Price.
      Subject
      to adjustment as provided in Section 4(iii) hereof, the Conversion Price per
      Share shall be the lesser of (1) $1.00 or (2) eighty percent (80%) of the
      initial purchase price of the Common Stock in the public offering of the
      Borrower’s securities (“Public
      Offering”).
      In
      the event any portion of this Note is converted prior to the commencement of
      the
      Public Offering, the Conversion Price shall be $1.00 per share. Fractional
      Shares will not be issued and will instead be rounded up to the nearest whole
      Share.

    


    (iii)  Adjustment.
      The
      Conversion Price and number and kind of shares or other securities to be issued
      upon conversion determined pursuant to Section 4(i), shall be subject to
      adjustment from time to time upon the happening of certain events while this
      conversion right remains outstanding, as follows:

    


    A. Merger,
      Sale of Assets, etc.
      If the
      Borrower at any time shall consolidate with or merge into or sell or convey
      all
      or substantially all its assets to any other corporation, this Note, as to
      the
      unpaid principal portion thereof and accrued interest thereon, shall thereafter
      be deemed to evidence the right to purchase such number and kind of shares
      or
      other securities and property as would have been issuable or distributable
      on
      account of such consolidation, merger, sale or conveyance, upon or with respect
      to the securities subject to the conversion or purchase right immediately prior
      to such consolidation, merger, sale or conveyance. The foregoing provision
      shall
      similarly apply to successive transactions of a similar nature by any such
      successor or purchaser.

    


    B. Reclassification,
      etc.
      If the
      Borrower at any time shall, by reclassification or otherwise, change the Shares
      into the same or a different number of securities of any class or classes that
      may be issued or outstanding, this Note, as to the unpaid principal portion
      thereof and accrued interest thereon, shall thereafter be deemed to evidence
      the
      right to purchase an adjusted number of such securities and kind of securities
      as would have been issuable as the result of such change with respect to the
      Shares issuable immediately prior to such reclassification or other
      change.

    


    C. Splits,
      Combinations and Dividends.
      If the
      Shares are subdivided or combined into a greater or smaller number of Shares,
      or
      if a dividend is paid on the Shares in the form of additional Shares, the
      Conversion Price shall be proportionately reduced in case of subdivision of
      Shares or Share dividend or proportionately increased in the case of combination
      of Shares, in each such case by the ratio which the total number of Shares
      outstanding immediately after such event bears to the total number of Shares
      outstanding immediately prior to such event.

     

    (iv) Method
      of Conversion.
      This
      Note may be converted by the Holder in whole or in part as described in Section
      4(i) hereof. Upon partial conversion of this Note, a new Note containing the
      same date and provisions of this Note shall, at the request of the Holder,
      be
      issued by the Borrower to the Holder for the principal balance of this Note
      which shall not have been converted or paid.

    


    5. Additional
      Shares.
      Upon
      execution of this Note by Borrower, Holder shall receive one (1) share of Common
      Stock for each share of Common Stock issuable upon conversion of the principal
      amount of this Note (“Additional
      Shares”),
      as if
      this Note had been converted on the date of execution of the Note. 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    6. Events
      of Default and Acceleration.
      Time is
      of the essence of this Note. The occurrence of any of the following events
      shall
      constitute an “Event
      of Default”
      hereunder: (i) Borrower’s failure to pay timely any amount due hereunder, and
      such failure continues for ten (10) business days; (ii) bankruptcy,
      reorganization, insolvency or liquidation proceedings or other proceedings
      for
      relief under any bankruptcy law or any law for the relief of debtors shall
      be
      instituted by or against Borrower and, if instituted against Borrower, Borrower
      shall by any action or answer approve of, consent to or acquiesce in any such
      proceedings or admit the material allegations of, or default in answering a
      petition filed in any such proceeding or such proceedings shall not be dismissed
      within ninety (90) calendar days thereafter; (iii) any material breach by
      Borrower, that remains uncured for greater than 5 days after receipt of written
      notice of same, of any of the terms of this Note (other than payment
      obligations); (iv) dissolution of the Borrower; or (v) cessation or liquidation
      of the Borrower’s business or suspension of the Borrower’s business for more
      than forty-five consecutive days. If any such Event of Default occurs, Holder
      may, then or at any time thereafter, and at its option, accelerate maturity
      and
      cause the entire unpaid principal balance of this Note, together with interest
      accrued hereon, to become immediately due and payable. If Holder waives Holder’s
      right to accelerate maturity as a result of an Event of Default hereunder,
      either one or more times or repeatedly, nevertheless Holder shall not be deemed
      to have waived the right to require strict compliance with the terms of this
      Note thereafter.

    


    7. Interest
      After Event of Default, Acceleration or Maturity.
      Upon an
      occurrence of an Event of Default hereunder, the entire unpaid balance of said
      principal sum and interest then accrued shall bear interest, while such Event
      of
      Default continues both before and after judgment, at ten percent (10%) per
      year
      on the unpaid balance until paid, calculated on a 365/366 day year, as
      applicable.

    


    8. Application
      of Payments.
      All
      sums paid hereon shall be applied first to the payment of accrued interest
      due
      on the unpaid principal balance and the remainder to the reduction of unpaid
      principal.

    


    9. Attorney's
      Fees and Expenses.
      In the
      event that Holder or other holder of this Note brings suit hereon, or employs
      an
      attorney or incurs expenses to compel payment of this Note or any portion of
      the
      indebtedness evidenced hereby, or to cure any Event of Default under this Note,
      whether through suit, probate, insolvency, reorganization, bankruptcy or any
      other legal or informal proceeding, the Borrower and all endorsers, guarantors
      and sureties agree additionally to pay all reasonable attorney's fees, court
      costs and other reasonable expenses thereby incurred by Holder or other holder
      of this Note. 

    


    10. Amendment
      and Waivers.
      Any
      term
      or provision of this Note may be amended, and the observance of any term of
      this
      Note may be waived (either generally or in a particular instance and either
      retroactively or prospectively) by a writing signed by Borrower with the consent
      of Holder, and such waiver or amendment, as the case may be, shall be binding
      upon Borrower and Holder. The waiver by Holder of any breach hereof or default
      in the performance hereof shall not be deemed to constitute a waiver of any
      other default or any succeeding breach or default. 

    


    11. Entire
      Agreement; Assignment.
      This
      Note represent the entire agreement between the parties hereto with respect
      to
      the subject matter hereof and may be amended only by a writing executed by
      both
      parties. Neither Borrower nor the Holder have relied on any representations
      not
      contained or referred to in this Note and the documents delivered herewith.
      This
      Note may be assigned by Holder at any time upon notice to and with prior written
      consent of Borrower. This Note may not be assigned by Borrower without the
      prior
      written consent of Holder. This Note will be binding in all respects upon
      Borrower and inure to the benefit of Holder and its permitted successors and
      assigns.

     

    12. Definitions.
      The
      terms “Borrower” and “Holder” and other nouns and pronouns include the singular
      and/or the plural, as appropriate. The terms “Borrower” and “Holder” also
      include their respective heirs, personal representatives, permitted successors
      and assigns. The term “Holder” includes subsequent permitted holders of this
      Note. 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    13. Governing
      Law.
      This
      Note shall be governed by and construed in accordance with the laws of the
      State
      of Florida without regard to conflicts of laws principles that would result
      in
      the application of the substantive laws of another jurisdiction. Any action
      brought by either party against the other concerning the transactions
      contemplated by this Note shall be brought only in the civil or state courts
      of
      Florida or in the federal courts located in Broward County, Florida.
The
      parties and the individuals executing this Note and other agreements referred
      to
      herein or delivered in connection herewith on behalf of Borrower agree to submit
      to the jurisdiction of such courts and waive trial by jury.
      The
      prevailing party shall be entitled to recover from the other party its
      reasonable attorney’s fees and costs. In the event that any provision of this
      Note or any other agreement delivered in connection herewith is invalid or
      unenforceable under any applicable statute or rule of law, then such provision
      shall be deemed inoperative to the extent that it may conflict therewith and
      shall be deemed modified to conform with such statute or rule of law. Any such
      provision which may prove invalid or unenforceable under any law shall not
      affect the validity or enforceability of any other provision of any
      agreement.

    


    14. Notice. All
      notices, demands, requests, consents, approvals, and other communications
      required or permitted hereunder shall be in writing and, unless otherwise
      specified herein, shall be (i) personally served, (ii) deposited in the mail,
      registered or certified, return receipt requested, postage prepaid, (iii)
      delivered by reputable air courier service with charges prepaid, or (iv)
      transmitted by hand delivery, telegram, or facsimile, addressed as set forth
      below or to such other address as such party shall have specified most recently
      by written notice. Any notice or other communication required or permitted
      to be
      given hereunder shall be deemed effective (a) upon hand delivery or delivery
      by
      facsimile, with accurate confirmation generated by the transmitting facsimile
      machine, at the address or number designated below (if delivered on a business
      day during normal business hours where such notice is to be received), or the
      first business day following such delivery (if delivered other than on a
      business day during normal business hours where such notice is to be received)
      or (b) on the second business day following the date of mailing by express
      courier service, fully prepaid, addressed to such address, or upon actual
      receipt of such mailing, whichever shall first occur.

    


    15. Specific
      Enforcement, Consent to Jurisdiction.
      It is
      agreed that the parties shall not be entitled to injunctive relief to prevent
      or
      cure breaches of the provisions of this Agreement or the transactions
      contemplated thereby. Subject to Section 9(d) hereof, each of the Company,
      Subscriber and any signatory hereto in his or her personal capacity hereby
      waives, and agrees not to assert in any such suit, action or proceeding, any
      claim that it is not personally subject to the jurisdiction of such court,
      that
      the suit, action or proceeding is brought in an inconvenient forum or that
      the
      venue of the suit, action or proceeding is improper. Nothing in this Section
      shall affect or limit any right to serve process in any other manner permitted
      by law.

    


    16. Severability.
      If any
      part of this Note is adjudged illegal, invalid or unenforceable, such invalidity
      or unenforceability shall not affect any other provision of this Note that
      can
      be given effect without such provision.

    


    17. Shareholder
      Status.
      The
      Holder shall not have rights as a shareholder of the Borrower with respect
      to
      unconverted portions of this Note. However, the Holder will have all the rights
      of a shareholder of the Borrower with respect to the Shares to be received
      by
      Holder after delivery by the Holder of a Conversion Notice to the
      Borrower.

     

    
      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, Borrower has executed this Note effective as of the date first
      set forth above.

    


    
      	 	
              BORROWER:

            
	 	 	 
	 	 	 
	 	
              By:
                

            	
              /s/
                John P. Keefe

            
	 	
              Name:

            	
              John
                P. Keefe

            
	 	
              Its:

            	
              Chief
                Executive Officer

            


    

    

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

     

    NOTICE
      OF CONVERSION

    


    (To
      be
      executed and delivered by the Holder in order to convert the Note)

     

    The
      undersigned hereby elects to convert $_________ of the principal and $_________
      of the interest due on the Note issued by Dr. Tattoff, Inc. (the “Borrower”)
      on
      ______________, 20___ into Shares of the Borrower according to the conditions
      set forth in such Note, as of the date written below.

     

    
      
        	
                Date
                  of Conversion:

              	                  
                


      

       

      
        	
                Conversion
                  Price:

              	            
                


      

       

      
        	
                Shares
                  To Be Issued:

              	                   
                


      

       

      
        	
                Signature:

              	           
                


      

       

      
        	
                Print
                  Name:

              	         
                


      

       

      
        	
                Address:

              	                 
                


      

       

      
        	                      
                


      

    

     

    
      
        
        

      

      
        6