0001354488-08-000311 Sample Contracts

ADDENDUM
Debenture and Warrant Amendment • March 17th, 2008 • Dinewise, Inc. • Canned, frozen & preservd fruit, veg & food specialties

This Addendum (“Addendum”), to the Debenture Number February 2007 101 dated February 16, 2007 (the "Debenture") between Dutchess Private Equities Fund, Ltd ("Dutchess") and Dinewise, Inc. (the "Company"), and to the Warrant number February 2007 101 dated February 16, 2007, (the “Warrant”) by and between the Company and Dutchess, is made this 17th day of March, 2008.

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