Exhibit 10.9
ADDENDUM TO CONVERTIBLE DEBENTURE AND
WARRANT TO PURCHASE COMMON STOCK
This Addendum to Convertible Debenture and Warrant to Purchase Common Stock
("Addendum") is entered into as of the ____ day of February 2004 by and between
Direct Response Financial Services, Inc., a Colorado corporation ("Direct"), and
La Jolla Cove Investors, Inc., a California corporation ("LJCI").
WHEREAS, Direct and LJCI are parties to that certain 8% Convertible Debenture
dated as of January 9, 2003 ("Debenture"); and
WHEREAS, Direct and LJCI are parties to that certain Warrant to Purchase Common
Stock dated as of January 9, 2003 ("Warrant"); and
WHEREAS, the parties desire to amend the Debenture in certain respects.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Direct and LJCI agree as follows:
1. All terms used herein and not otherwise defined herein shall have the
definitions set forth in the Debenture.
2. Once the Registration Statement is declared effective by the SEC and
DRFL is able to issue registered Common Stock to LJCI, LJCI will
immediately submit a $2,500 Debenture conversion and related $25,000
Warrant exercise. Within 2 business days of LJCI's receipt of the
registered Common Stock from such Debenture conversion and Warrant
exercise, LJCI shall wire the sum of $150,000 to Direct; such funds
shall represent a prepayment towards the exercise of Warrant Shares
under the Warrant, the timing of which shall be at LJCI's sole
discretion.
3. When the Debenture Principal Amount declines below $50,000, LJCI shall
be permitted, for a period of 30 days, to add up to $150,000 of
additional principal to the Debenture, on the same terms and conditions
as the Debenture.
4. Except as specifically amended herein, all other terms and conditions
of the Debenture and Warrant shall remain in full force and effect.
IN WINESS WHEREOF, Direct and LJCI have caused this Addendum to be signed by its
duly authorized officers on the date first set forth above.
Direct Response Financial Services, Inc. La Jolla Cove Investors, Inc.
By: _________________________ By: __________________________
Name: _______________________ Name: ________________________
Title: ______________________ Title: _______________________
