AMENDMENT TO COMMON STOCK PURCHASE WARRANTS AND NOTICE OF WARRANT EXERCISE DATED AUGUST 17, 2007 BETWEEN THE COMPANY AND SCO CAPITAL PARTNERS LLC

Exhibit 10.38

AMENDMENT TO COMMON STOCK PURCHASE WARRANTS AND NOTICE OF WARRANT EXERCISE
DATED AUGUST 17, 2007 BETWEEN THE COMPANY AND SCO CAPITAL PARTNERS LLC

        THIS AMENDMENT TO COMMON STOCK PURCHASE WARRANTS AND NOTICE OF EXERCISE OF WARRANTS (this “Amendment”) is made as of August 17, 2007 (the “Effective Date”) by and between Somanta Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and SCO Capital Partners LLC (“SCO Capital”) and amends that Common Stock Purchase Warrant No. W-BL1 and that Common Stock Purchase Warrant W-C14 (each a “Warrant” and together the “Warrants”) both issued by the Company to SCO Capital in consideration for services rendered in connection with a debt financing of the Company.

        WHEREAS, the Company has issued to SCO Capital the following Warrants: (i) that certain Warrant dated November 8, 2005 to purchase up to 866,534 shares of the Company’s Common Stock at an exercise price of $0.01 per share; and (ii) that certain Warrant dated March 13, 2006 to purchase 150,000 shares of the Company’s Common Stock at an exercise price of $0.01 per share;

        WHEREAS, the Company owes an aggregate of $200,000.00 to SCO Financial Group LLC, an affiliate of SCO Capital (“SCO Financial”) pursuant to that certain Engagement Letter Agreement dated as of March 1^st, 2005, by and between the Company and SCO Financial, as amended to date (the “Engagement Letter”, and such aggregate amount owed, the “Engagement Letter Payment Obligation”).

        WHEREAS, the parties desire to amend the Warrants to provide for an additional method of payment of the Warrant Price in accordance with the terms and conditions set forth herein.

        NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby amend the Warrants as follows:

     1.        Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Warrants.

     2.        Method of Payment of Warrant Price. The first sentence of the fourth paragraph of Section 2.1 of each of the Warrants is hereby amended and restated to read as follows:

        “Payment of the Warrant Price may be made at the option of the Holder by: (i) certified or official bank check payable to the order of the Company, (ii) wire transfer to the account of the Company, (iii) the surrender and cancellation of a portion of shares of Common Stock then held by the Holder or issuable upon exercise of this Warrant, which shall be valued and credited toward the total Warrant Price due the company for the exercise of the Warrant based upon the Current Market Price of the Common Stock or (iv) the forgiveness by the Holder or an affiliate of the Holder of all or such portion of the indebtedness or other payment obligations owed by the Company and/or its affiliates to the Holder or such affiliate of the Holder in an amount equal to the Warrant Price due to the Company for the exercise of the Warrant.”

     3.        Notice of Exercise of Warrants by SCO Capital. In addition, SCO Capital hereby exercises each of the Warrants in full and elects to purchase all shares of the Common Stock of the Company issuable upon exercise of the Warrants, pursuant to the terms of the Warrants, as amended, and as payment of the purchase price of such shares, SCO Financial hereby agrees to cancel and forgive a portion of the Engagement Letter Payment Obligation owed by the Company to SCO Financial pursuant to the Engagement Letter in the amount of $10,165.34. SCO Financial hereby forgives such amount of the Engagement Letter Payment Obligation and hereby releases and forever waives any claim it may have for such amount. Anything in this Amendment to the contrary not withstanding, the Company’s obligation to pay the remaining portion of the Engagement Letter Payment Obligation shall remain in full force and effect except to the extent of any further discharge pursuant to a separate written agreement with SCO Financial. Please issue a certificate or certificates representing said shares in the name of: SCO Capital Partners LLC, 0000 Xxxxxx xx xxx Xxxxxxxx, 00^xx xxxxx, Xxx Xxxx, XX 00000.

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     4.        Full Force and Effect. Except as expressly set forth herein, all other provisions of the Warrants shall remain in full force and effect. The Engagement Letter shall not be deemed to be amended in any way by this Amendment and shall remain in full force and effect.

     5.        Counterparts; Facsimile. This Amendment may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute the same instrument. Any signature page delivered by a fax machine shall be binding to the same extent as an original signature page, with regard to any agreement subject to the terms hereof or any amendment thereto. Any party who delivers such a signature page agrees to later deliver an original counterpart to any party which requires it.

     6.        Entire Agreement. This Amendment, together with the Warrants and any exhibits thereto (which are all incorporated herein by this reference), constitute the entire agreement among the parties pertaining to the subject matter hereof, and supersedes all prior agreements and understandings of the parties in connection herewith.

[Remainder of Page Intentionally Left Blank]

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        IN WITNESS WHEREOF, the parties have executed this Amendment as of the Effective Date.

COMPANY:			SOMANTA PHARMACEUTICALS, INC.
			By:			/s/ Xxxxxxxx X. Xxxxxxxxx
						Xxxxxxxx X. Xxxxxxxxx, Executive Chairman
SCO CAPITAL:			SCO CAPITAL PARTNERS LLC
			By:			/s/ Xxxxx Xxxx
						Xxxxx Xxxx, Vice President
SCO FINANCIAL:			SCO FINANCIAL GROUP LLC
			By:			/s/ Xxxxx Xxxx
						Xxxxx Xxxx, Vice President

[Signature Page To Amendment To Common Stock Purchase Warrant and Notice of Exercise of Warrant]