Exhibit 10.1

                      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 June 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  and  Warrant  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.       Immediately  upon  execution of this Addendum by both  parties,  Direct
         shall deliver  2,000,000  registered shares of Direct's Common Stock to
         LJCI. Such shares shall be used by LJCI to fulfill Direct's  obligation
         to deliver shares for Debenture  conversions and Warrant exercises that
         are associated with the Warrant  prepayment amount set forth in section
         3 below.  In the event  that the  2,000,000  registered  shares are not
         sufficient to satisfy such Debenture conversions and Warrant exercises,
         Direct shall deliver  additional  registered shares to LJCI at the time
         they are needed.  In the event that excess shares remain after LJCI has
         fully used the Warrant  prepayment amount set forth in section 3 below,
         LJCI shall use the  excess  shares to fulfill  Direct's  obligation  to
         deliver  shares  for  the  next  Debenture   conversions   and  Warrant
         exercises, until the excess shares are fully used.

3.       Upon receipt of the 2,000,000  registered shares of Direct Common Stock
         set forth in section 2 above,  LJCI shall wire:  (a) $40,000 to Direct,
         and (b) $20,000,  in whole or in part, to an investor awareness company
         or  companies  on  behalf of  Direct.  Such  funds  shall  represent  a
         prepayment  towards  the future  exercise of Warrant  Shares  under the
         Warrant. The timing of the application of the prepaid funds shall be at
         LJCI's sole  discretion.  Direct shall not be able to prevent LJCI from
         converting the Debenture and shall not be able to prepay the Debenture,
         regardless of the price of the Stock,  in connection with the Debenture
         conversions associated with such Warrant prepayment.

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4.       Effective  immediately,  and until the Debenture  conversions  that are
         associated  with the Warrant  prepayment  amount set forth in section 3
         above are  completed,  the minimum  monthly  Debenture  conversion  and
         Warrant  exercise  requirements  contained  in  section  3.1(a)  of the
         Debenture and section 1.1 of the Warrant are waived.

5.       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: _________________________



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