FEMONE, INC. Carlsbad, CA 92008 March 23, 2006
EXHIBIT
10.1
FEMONE,
INC.
0000
Xxxxx Xxxxx, Xxxxx 000
Xxxxxxxx,
XX 00000
Xxxxx
00,
0000
XXX
Partners, LLC
AJW
Offshore, Ltd.
AJW
Qualified Partners, LLC
New
Millennium Capital Partners II, LLC
0000
Xxxxxxxx Xxxxxxxxx
Xxxxx
000
Xxxxxx,
Xxx Xxxx 00000
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/
Xxx X. Xxxxx,
Xx.
By:
Xxx X. Xxxxx,
Xx.
Title:
Chief
Executive Officer
ACCEPTED
AND AGREED:
AJW
PARTNERS, LLC
By:
SMS
GROUP, LLC
/s/
Xxxxx X. Xxxxxxxx,
Xxxxx
X.
Xxxxxxxx, Manager
NEW
MILLENNIUM CAPITAL PARTNERS II, LLC
By:
FIRST
STREET MANAGER II, LLC,
/s/
Xxxxx X. Xxxxxxxx,
Xxxxx
X.
Xxxxxxxx, Manager
AJW
OFFSHORE, LTD.
By:
FIRST
STREET MANAGER II, LLC
/s/
Xxxxx X. Xxxxxxxx,
Xxxxx
X.
Xxxxxxxx, Manager
AJW
QUALIFIED PARTNERS, LLC
By:
AJW
MANAGER, LLC
/s/
Xxxxx X. Xxxxxxxx,
Xxxxx
X.
Xxxxxxxx, Manager
