CLASS B WARRANT

is the registered holder of a Warrant or Warrants expiring                     , 2013 (the “Warrant”) to purchase one fully paid and non-assessable share of Common Stock, par value $.0001 per share (“Warrant Shares”), of Dr. Tattoff, Inc., a Florida corporation (the “Company”), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the date of separation of the Warrant from the Unit as described in Section 2.4 of the Warrant Agreement, dated _________, 2008 (“Warrant Agreement”), by and between the Company and Interwest Transfer Company, Inc. (“Warrant Agent”) such number of Warrant Shares of the Company at the price of $                     per share (subject to adjustment), upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent (such payment to be made in cash or by good certified check or good bank draft made payable to the Company), but only subject to the conditions set forth herein and in the Warrant Agreement. Alternatively, and only in the event there is no effective registration statement covering the resale of the Warrant Shares, the holder may exercise this Warrant, in whole or in part in a “cashless” or “net-issue” exercise by delivering to the Warrant Agent and the Company’s Chief Financial Officer at the principal offices of the Company, a notice of exercise specifying the number of Warrant Shares to be delivered to such Warrant holder (“Deliverable Shares”) and the number of Warrant Shares with respect to which this Warrant is being exercised (“Exercised Shares”). The number of Deliverable Shares shall be calculated as follows:

“Fair Market Value” at any date shall be deemed to be the average of the daily Closing Prices for the twenty (20) consecutive Trading Days immediately preceding such date for a share of Common Stock. The “Closing Price” for each day shall be the last reported sales price on that day or, in case no such reported sale takes place on such day, the reported closing bid price, in either case as reported in the principal consolidated transaction reporting system for the principal United States national securities exchange or if not so listed or admitted to trading, the last quoted bid price or, if not quoted, the average of the high bid and the low asked prices in an over-the-counter market as reported by the Over-the-Counter Bulletin Board, Pink Sheets, LLC or such other system then in use. If the Common Stock is not so listed or traded, the “Closing Price” shall mean the fair market value per share as mutually determined in good faith by the Company and the holder. If the Company and the holder are unable to agree upon the fair market value of the Common Stock within ten (10) business days of the Company’s receipt of the notice of exercise, the determination of the fair market value shall be made by an independent public accounting firm with the costs and fees of such accounting firm to be shared equally by the Company and the holder. A “Trading Day” shall be any day on which the principal national securities exchange, over-the-counter market or other inter-dealer electronic quotation system on which the Common Stock is admitted to trading or listed is open or, if the Common Stock is not