EXHIBIT 10.05

                     AMENDMENT #1 TO SECURED PROMISSORY NOTE
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New York, New York                                    Effective January 25, 2005

     The  undersigned,  AES Management  Buyout  Company,  Inc. (the  "Borrower")
pursuant to a Secured  Promissory  Note dated  September  28, 2004 (the  "Note")
promised  to pay to the order of Embryo  Development  Corp.  (the  "Payee")  the
principal amount of $300,000 together with interest thereon at the rate of eight
(8%) percent per annum from the date thereof.

     The Note was made in  conjunction  with a certain  Letter  of Intent  dated
August 4, 2004 (the  "LOI") and is secured by a Security  Agreement  in favor of
the Payee, as described therein.

     Except as otherwise  specifically  agreed to in this amendment,  all terms,
conditions and provisions of the Note and Security Agreement are hereby affirmed
and shall  remain in full force and  effect.  Further,  all terms not  otherwise
defined in this Amendment shall be deemed to be defined as in the Note.

     The Payee, by execution hereof, acknowledges that a Definitive Agreement as
contemplated by the LOI is still being  negotiated in good faith.  Based on such
good faith  negotiation,  the parties have agreed that: In  connection  with the
acceleration  of the Maturity  Date,  as provided by the Note where a Definitive
Agreement  has not been  executed by January 31, 2005,  the last sentence of the
second paragraph of the Note is hereby amended to read as follows:

     "In the event the Definitive  Agreement as  contemplated by the LOI, is not
     executed by March 15, 2005,  the  Maturity  Date shall be  accelerated  and
     accrued  interest  due on this Note  shall be due and  payable on April 15,
     2005."

     By signing below Borrower and Payee hereby agree to the foregoing amendment
to the Note, effective immediately.

     IN WITNESS  WHEREOF,  the parties  have set their hands as of the day first
set forth above.

AES Management Buyout Company            Embryo Development Corp.



By: /s/                                  By:  /s/
    -------------------------                 -------------------
    President                                 CEO