Amendment of Notes


    EXHIBIT
      10.1

    


    FEMONE,
      INC.

    1905
      Aston Drive, Suite 101

    Carlsbad,
      CA 92008

    


    


    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,

    


                FEMONE,
      INC.

    


     

                /s/
      Ray W. Grimm,
      Jr.        

                By:
      Ray W. Grimm,
      Jr.

                Title:
      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