IGIA, INC. 521 5th Avenue, 20th Floor New York, NY 10175 ###-###-#### July 27, 2006

July 27, 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: Igia, 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 that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of June 7, 2006, 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) $.04 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 25.0%.

 

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,
	IGIA, INC.
	/s/ Prem Ramchandani
	Prem Ramchandani
	President

AJW PARTNERS, LLC
By: SMS GROUP, LLC
/s/ Corey S. Ribotsky
Corey S. Ribotsky, Manager
NEW MILLENNIUM CAPITAL PARTNERS II, LLC
By: FIRST STREET MANAGER II, LLC,
/s/ Corey S. Ribotsky
Corey S. Ribotsky, Manager
AJW OFFSHORE, LTD.
By: FIRST STREET MANAGER II, LLC
/s/ Corey S. Ribotsky
Corey S. Ribotsky, Manager
AJW QUALIFIED PARTNERS, LLC
By: AJW MANAGER, LLC
/s/ Corey S. Ribotsky
Corey S. Ribotsky, Manager