FEMONE, INC. Carlsbad, CA 92008
EXHIBIT
10.1
FEMONE,
INC.
0000
Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx,
XX 00000
Xxxxx
00,
0000
XXX
Partners, LLC
New
Millennium Capital Partners II, LLC
AJW
Offshore, Ltd.
AJW
Qualified Partners, LLC
0000
Xxxxxxxx Xxxxxxxxx
Xxxxx
000
Xxxxxx,
Xxx Xxxx 00000
| Re: |
FemOne,
Inc. (the “Company”) -
|
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/
Xxx X. Xxxxx, Xx.
Xxx
X.
Xxxxx, Xx.
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
