Re: Amendment to Services Agreement and Convertible Promissory Note, each dated July 26, 2004; Second Amendment to Services Agreement and Warrant, each dated September 14, 2004

EXHIBIT 10.14.4

May 31, 2005

Xxxx Xxxxxxx
NuVim Inc.
00 Xxxxx 00 Xxxxx
Xxxxxxx, XX  00000

Re: Amendment to Services Agreement and Convertible Promissory Note, each dated July 26, 2004; Second Amendment to Services Agreement and Warrant, each dated September 14, 2004

Dear Xxxx:

                    Under the terms of the above-referenced documents, the passage of the date January 1, 2005 triggers certain rights to me.  By letter date November 3, 2004, I extended such date to March 31, 2005; by letter dated March 28, 2005, I extended such date to April 30, 2005.  By further letter dated April 29, 2005, I extended such date to May 31, 2005. By this letter, I hereby agree that as follows:

                    Under Section 2.1(b) of the Convertible Promissory Note, and the amendment thereto, I am entitled to an “Optional Conversion” if NuVim Inc. has not consummated the IPO (as defined therein) before May 31, 2005.  By this letter, I hereby agree to further amend the date May 31, 2005 to June 30, 2005.

                    Under Section 2(b)(ii) of the Warrant, as amended, I am entitled to exercise the Warrant in accordance with the terms of the Warrant on or after May 31, 2005.  By this letter, I hereby agree to further amend the date May 31, 2005 to June 30, 2005.

                    Nothing contained in this letter, my letter of November 3, 2004 or my letter of March 28, 2005 shall impact upon the date after which interest begins to accrue at the default rate of interest under the Convertible Promissory Note or under any other note or instrument issued by NuVim Inc. to me.

Very truly yours,

/s/ XXXX XXXXX

Xxxx Xxxxx by Xxxx Xx Xxxxx,

Attorney-in-Fact