AMENDMENT No. 1 TO WARRANT NO.: DPFD-3-5 

    


     THIS
      AMENDMENT AGREEMENT (the
      “Amendment”) is
      entered into as of July 5, 2007, between DEEP
      FIELD TECHNOLOGIES, INC., a
      corporation organized and existing under the laws of the State of New Jersey
      (the “Company”),
      and
CORNELL
      CAPITAL PARTNERS, L.P. a
      Delaware limited partnership (the
      “Holder”).

    


    WHEREAS,
      the
      Company issued to the Holder on February 13, 2007 a certain Warrant No.:
      DPFD-3-5 to purchase 7,500,000 shares of the Company’s Common Stock at an
      exercise price of $0.20 (the “Warrant”);
      and

     

    WHEREAS,
      the
      parties wish to amend the Warrant as set forth below. 

     

    NOW,
      THEREFORE,
      it is
      agreed: 

     

    I.    Amendments.

     

    
      	
            	A.	
              Section
                1(b)(xiv) “Warrant
                Exercise Price”:
                Section 1(b)(xiv) of the Warrant is hereby deleted in its entirety
                and the
                following language shall replace said Section
                1(b)(xiv):

            


    

     

    “Section
      1(b)(xiv) “Warrant
      Exercise Price”
shall
      be Seven Cents ($0.07) or as subsequently adjusted as provided in Section 8
      hereof.”

     

    II.    Miscellaneous.

    


    
      	 	
              A.

            	
              Except
                as provided hereinabove, all of the terms and conditions contained
                in the
                Warrant shall remain unchanged and in full force and
                effect.

            


    

    


    
      	 	
              B.

            	
              This
                Amendment is made pursuant to and in accordance with the terms and
                conditions of the Warrant.

            


    

    


    
      	 	
              C.

            	
              All
                capitalized but not defined terms used herein shall have those meanings
                ascribed to them in the Warrant.

            


    

    


    
      	
            	D.	
              All
                provisions in the Warrant and any amendments, schedules or exhibits
                thereto in conflict with this Amendment shall be and hereby are changed
                to
                conform to this Amendment.

            


    

     

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    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Amendment to be executed by the undersigned,
      thereunto duly authorized, as of the date first set forth above.

     

    
      	 	
              COMPANY:

            
	 	
              DEEP
                FIELD TECHNOLOGIES, INC. 

            
	 	 
	 	
              By: 
                /s/
                Fred Griffin

              
                

              

            
	 	
              Name: 
                Fred
                Griffin

            
	 	
              Title: 
                Chief
                Financial Officer

            
	 	 
	 	 
	 	
              CORNELL
                CAPITAL PARTNERS, L.P.

            
	 	
              By:
                Yorkville Advisors LLC

            
	 	
              Its:
                General Partner

            
	 	 
	 	
              By: 
                /s/
                Mark Angelo

              
                

              

            
	 	
              Name: 
                Mark
                Angelo

            
	 	
              Title: 
                President
                & Portfolio Manager

            
	 	 


    

     

     

    
      
        
        

      

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