FEMONE, INC. 1905 Aston Drive, Suite 101 Carlsbad, CA 92008 March 23, 2006

EXHIBIT 10.1

March 23, 2006

AJW Partners, LLC

AJW Offshore, Ltd.

AJW Qualified Partners, LLC

New Millennium Capital Partners II, LLC

1044 Northern Boulevard

Suite 302

Roslyn, New York 11576

Re:    FemOne, Inc. (the “Company”) -Amendment of Notes

Ladies and Gentlemen:

This letter sets forth the agreement of the parties hereto to amend the conversion price of certain notes which are convertible into shares of the Company’s Common Stock, par value $.001 per share, originally issued by the Company to the investors listed in the signature page hereto (collectively, the “Investors”) pursuant to all Securities Purchase Agreements (the “Purchase Agreements”), ever entered into by and among the Company and the Investors (collectively, the “Notes”).

By execution hereof, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree that:

 

1.

The Conversion Price (as defined in the Notes) of each of the Notes is hereby amended to be equal to the lesser of (i) $.40 and (ii) the Variable Conversion Price (as defined in the Notes), provided that the meaning of the term Applicable Percentage in each of the Notes is hereby amended to be 40%.

 

2.

All other provisions of the Notes and Purchase Agreement shall remain in full force and effect.

 

The parties shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other parties hereto may reasonably request in order to carry out the intent and accomplish the purposes of this letter agreement, including without limitation the issuance of amended Notes.

[Signature Page Follows]

Please signify your agreement with the foregoing by signing a copy of this letter where indicated and returning it to the undersigned.

            Sincerely,

 

            /s/ Ray W. Grimm, Jr.        

            By: Ray W. Grimm, Jr.

            Title: Chief Executive Officer

By: SMS GROUP, LLC

Corey S. Ribotsky, Manager

By: FIRST STREET MANAGER II, LLC,

Corey S. Ribotsky, Manager

By: FIRST STREET MANAGER II, LLC

Corey S. Ribotsky, Manager

By: AJW MANAGER, LLC

Corey S. Ribotsky, Manager