Amendment to Warrants


     

    EXHIBIT
      10.1

     

    FEMONE,
      INC.

    1905
      Aston Avenue, Suite 101

    Carlsbad,
      CA 92008

     

    March
      31,
      2006

    


    AJW
      Partners, LLC

    New
      Millennium Capital Partners II, LLC

    AJW
      Offshore, Ltd. 

    AJW
      Qualified Partners, LLC

    1044
      Northern Boulevard

    Suite
      302

    Roslyn,
      New York 11576

    


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

            


    

    Amendment
      of Warrants

     

    Ladies
      and Gentlemen:

     

    This
      letter sets forth the agreement of the parties hereto to amend the exercise
      price and maturity of certain warrants, which are convertible into shares of
      the
      Company’s common stock, par value $.001 per share (the “Common
      Stock”),
      originally issued by the Company to the investors listed in the signature pages
      hereto (collectively, the “Investors”),
      on
      July 23, 2004, September 15, 2004, October 12, 2004 and June 30, 2005 ( the
      “Warrants”).

     

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

     

    
      	 	
              1.

            	
              The
                exercise price shall be as follows: 17,666,667 warrants shall be
                exercisable at $.06 per share; 17,666,667 warrants shall be exercisable
                at
                $.15 per share and 17,666,667 warrants shall be exercisable at $.20
                per
                share.

            


    

     

    
      	 	
              2.

            	
              The
                term for all of the Warrants shall be extended for an additional
                5 year
                term such that the Warrants shall expire on March 31,
                2011.

            


    

     

    
      	 	
              3.

            	
              The
                Warrants are hereby amended in accordance with the foregoing
                provision. All
                other provisions of the Warrants, as amended from time to time, 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 an accomplish the
      purposes of this letter agreement, including without limitation the issuance
      of
      amended Notes.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

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

     

     

    Sincerely,

    


    FEMONE,
      INC.

    


    


    /s/
      Ray W. Grimm, Jr.

    Ray
      W.
      Grimm, Jr.

    Chief
      Executive Officer

    ACCEPTED
      AND AGREED:

     

    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