ex10-1.htm


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    
      	 


    

     

    Exhibit
      10.1

     

    OMNIBUS
      AMENDMENT AND WAIVER

     

    This
      OMNIBUS AMENDMENT AND WAIVER (this “Amendment”), dated as of
      October 26, 2007, is entered into by and between AMS HEALTH SCIENCES, INC.,
      a
      corporation organized under the laws of Oklahoma (the
“Company”), LAURUS MASTER FUND, LTD., a
      Cayman Islands company (“Laurus”), VALENS OFFSHORE SPV I, LTD.
      a Cayman Islands company (“VOFSPVI”), VALENS U.S. SPV I, LLC, a
      Delaware limited liability company (“VUSSPVI”), ERATO CORP., a
      Delaware corporation (“Erato”) and VALENS OFFSHORE SPV II,
      CORP., a Delaware corporation (“VOFSPVII” and together with
      Laurus, VOFSPVI, VUSSPVI and ERATO, the “Holders” and each, a
“Holder”) for the purpose of amending and amending
      and
      restating and waiving certain terms of (i) the Secured Convertible Term Note,
      dated as of June 28, 2006 (as amended and restated, amended, modified and/or
      supplemented from time to time, the “Term Note”), issued
      by the Company to Laurus, and subsequently assigned in part by Laurus to each
      of
      VOFSPVI and VUSSPVI, (ii)  the Securities Purchase Agreement, dated as
      of June 28, 2006 (as amended, modified or supplemented from time to time, the
      “Purchase Agreement”), by and between the Company and Laurus,
      and (iii) the Common Stock Purchase Warrant, dated June 28, 2006 (as amended
      and
      restated, amended, modified and/or supplemented from time to time,
      the “Warrant”), issued by the Company to Laurus, and
      subsequently assigned by Laurus to Erato, VOFSPVII and
      VUSSPVI.  Capitalized terms used herein without definition shall have
      the meanings ascribed to such terms in the Term Note, the Purchase Agreement
      or
      the Warrant, as the case may be.

     

    WHEREAS,
      the Company and each relevant Holder has agreed to make certain changes to
      the
      Term Note, the Purchase Agreement and the Warrant as set forth
      herein.

     

    NOW,
      THEREFORE, in consideration of the above, and for other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      the
      parties hereto agree as follows:

    


    AMENDMENTS

     

    1.
      For
      payments of Monthly Amounts (as defined in the Term Note) on four Amortization
      Dates only, commencing with the Amortization Date occurring on October 1, 2007
      and ending with the Amortization Date occurring on January 1, 2008, the amount
      of the principal portion of the Monthly Amount due on each of such dates, shall
      be $15,000, rather than $83,333.33. The aggregate amount of the difference
      between the aggregate amount of the four principal payments payable on such
      Amortization Dates prior to the effectiveness of this Amendment and the
      aggregate amount of the principal payments payable on such Amortization Dates
      after giving effect to this Amendment on the Amendment Effective Date shall
      be
      referred to herein as “Aggregate Deferred Principal Payment
      Amount.” The Aggregate Deferred Principal Payment Amount shall be paid
      in full on the Maturity Date (as defined in the Term Note), together with all
      accrued and unpaid interest thereon and all other amounts due and payable on
      the
      Maturity Date under the Term Note, the Purchase Agreement and the other Related
      Agreements referred to in the Purchase Agreement.  Monthly Amount
      payments shall resume pursuant to the Term Note (as in effect immediately prior
      to the Amendment Effective Date as defined below) on February 1,
      2008.

    


    2.  Subsections
      (a), (b) and (c) of Section 2.3 (Optional Redemption in Cash) of the Term
      Note is deleted in its entirety and replaced as follows:

    


    “2.3  Optional
      Redemption in Cash. The Company may prepay this Note at any time
      (“Optional Redemption”) by paying to the Holder a sum of money
      equal to one hundred twenty-three percent (123%) of the Principal Amount
      outstanding.”

    


    3.
      The
      definition of Exercise Price set forth in clause (d) in the definition section
      of the Warrant shall be deleted in its entirety and replaced as
      follows:

    


    “(a)
      The
      Exercise Price” per share applicable under this Warrant shall be $
      0.20.”

    


    MISCELLANEOUS

    


    4.
      Each Holder understands that the
      Company has an affirmative obligation to make prompt public disclosure of
      material agreements and material amendments to such agreements and
      securities.  The Company hereby covenants to report the terms and
      provisions of this Amendment on a current report on Form 8-K within four (4)
      business days of the date hereof.

    


    5.
      Each amendment and waiver set forth
      herein shall be effective as of the date first above written (the
“Amendment Effective Date”) on the date when each of the
      Company and each Holder shall have executed and the Company shall have delivered
      to the Holders its respective counterpart to this Amendment.

    


    6.
      All
      representations and warranties made in the Purchase Agreement with respect
      to
      the Warrant or Warrant Shares shall be deemed to have been made as of the date
      hereof with respect to the Warrant, as modified hereby, and the shares of the
      Company’s Common Stock issuable to Erato, VOFSPVII and/or VUSSPVI upon exercise
      thereof.

    


    7.
      Except
      as specifically set forth in this Amendment, there are no other amendments,
      modifications or waivers to the Term Note, the Purchase Agreement or the
      Warrant, and all of the other forms, terms and provisions of the Term Note,
      the
      Purchase Agreement and the Warrant shall remain in full force and
      effect.

    


    8.
      The Company hereby represents and
      warrants to each Holder that after giving effect to this
      Amendment:  (i) on the date hereof, all representations, warranties
      and covenants made by the Company in connection with the Purchase Agreement
      and
      the Related Agreements referred to therein are true, correct and complete;
      and
      (ii) on the date hereof, all of the Company’s and its Subsidiaries’ covenant
      requirements set forth in the Purchase Agreement and the Related Agreements
      referred to therein have been met.

    


    9.
      From
      and after the Amendment Effective Date, all references to the Term Note, the
      Purchase Agreement and the Warrant shall be deemed to be references to the
      Term
      Note, Purchase Agreement and the Warrant as modified hereby.

    


    10.
      This
      Amendment shall be binding upon the parties hereto and their respective
      successors and permitted assigns and shall inure to the benefit of and be
      enforceable by each of the parties hereto and their respective successors and
      permitted assigns.  THIS AMENDMENT SHALL BE CONSTRUED AND
      ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF
      NEW YORK.  This Amendment may be executed in any number
      of counterparts, each of which shall be an original, but all of which shall
      constitute one instrument.

    


     

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    IN
      WITNESS WHEREOF, each of the Company and Laurus has caused this
      Amendment to be signed in its name effective as of this __ day of
      October
      2007.

     

                        AMS
      HEALTH SCIENCES,
      INC.

     

                        By:/s/
      Robin L.
      Jacob                   

                        Name:  Robin
      L. Jacob

                        Title:    Vice
      President and Chief Financial Officer

    


                        LAURUS
      MASTER FUND,
      LTD.

                        By:
      Laurus Capital
      Management, LLC, its investment manager

    


                                                        By:/s/
      Scott
      Bluestein                 

                        Name:
      Scott
      Bluestein

                        Title:   Senior
      Managing Director

        

                        VALENS
      OFFSHORE SPV
      I, LTD.

                        By:
      Valens Capital
      Management, LLC, its investment manager

    


     

                        By:/s/
      Scott
      Bluestein                 

                        Name:
      Scott
      Bluestein

                        Title:   Senior
      Managing Director

     

                        VALENS
      U.S. SPV I,
      LLC

                        By:
      Valens Capital
      Management, LLC, its investment manager

    


     

                        By:/s/
      Scott
      Bluestein                 

                        Name:
      Scott
      Bluestein

                        Title:   Senior
      Managing Director

     

                        ERATO
      CORP.

                        By:
      Laurus Capital
      Management, LLC, its investment manager

    


     

                        By:/s/
      Scott
      Bluestein                 

                        Name:
      Scott
      Bluestein

                        Title:   Senior
      Managing Director

     

                        VALENS
      OFFSHORE SPV
      II, CORP.

                        By:
      Valens Capital
      Management, LLC, its investment manager

    


     

                        By:/s/
      Scott
      Bluestein                 

                        Name:
      Scott
      Bluestein

                        Title:   Senior
      Managing Director