Exhibit 10.1
    

    

    

    
      M LINE HOLDINGS, INC.
    

    
      

      

      

      November 5, 2009
    

    
      

      

      
    

    
      Money Line Capital, Inc.
Jitu
      Banker, President
17702
      Mitchell North, Suite 201
Irvine,
      CA  92614
    

    
      Gentlemen:
    

    
      This letter is an amendment to that certain
      Letter of Intent dated June 30, 2009 by and between M Line Holdings,
      Inc., a Nevada corporation (the “Company”), and Money Line Capital,
      Inc., a California corporation (referred to herein as “MLC,” “you,” or
      “your”).  This amendment is necessary due to the estimated time it will
      take to complete the audits of MLC and its subsidiaries, which are
      necessary in order to consummate the Transaction.  As a result, we
      recommend the timeline for the valuation and Closing of the Transaction
      be pushed back as set forth in this letter amendment.
    

    
      1.        Page 1, paragraph No. 1, will be
      restated in it’s entirely as follows:
    

    
      “1.       MLC and the Company will enter
      into a definitive Share Exchange Agreement on or about Friday, April 2,
      2010 (the “Agreement”), and the transaction will close (the “Closing”)
      on or before Friday, April 30, 2010.”  
    

    
      2.        Page 1, paragraph No. 2, will be
      restated in it’s entirely as follows:
    

    
      “2.       At the Closing, it is anticipated
      that MLC’s shareholders will exchange their entire interest in MLC for a
      number of newly issued shares of the Company to be determined and agreed
      by the parties.  The particulars of the exchange will be based on the
      fair market value of the Company’s common stock prior to the date of the
      Closing and the value of MLC as determined by a third-party valuation to
      be completed by Friday, March 12, 2010.”  
    

    

    

    
      
        

        

      

      
        
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      If this letter amendment accurately
      reflects our understanding, please so indicate by signing the original
      and duplicate of this letter, and returning a fully executed copy to me,
      so that we can promptly commence work on the formal documents relating
      to the Transaction.
    

    
    	
           
        	
          Very truly yours,
        
	

        	
           
        
	

        	
           
        
	

        	
          M Line Holdings, Inc.,
        
	

        	
          a Nevada corporation
        
	

        	
           
        
	

        	
           
        
	

        	
           
        
	

        	
          /s/ George Colin
        
	

        	
          By: George Colin
        
	

        	
          Its: President
        


    

    
      Accepted and agreed to:
    

    
      Money Line Capital, Inc.,
a
      California corporation
    

    

    

    
    	
          /s/ Jitu Banker
        
	
          By:
        	
          Jitu Banker
        
	
          Its:
        	
          President
        
	
          Dated:
        	
          November 5, 2009
        


    

    
      

      

      

      

      


    

    
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