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 November 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.    Direct shall immediately commence the process to file a Registration
      Statement containing at least 50,000,000 Common Shares on behalf of LJCI.
      If, at anytime after the date hereof, Direct stops the filing of the
      Registration Statement, Direct shall be liable to LJCI for $75,000 in
      liquidated damages.

3.    Direct shall immediately deliver 464,134 Direct Common Shares to LJCI for
      the Debenture conversion and Warrant exercise submitted by LJCI on
      September 14, 2004.

4.    Direct shall immediately deliver 10,000 Direct Common Shares to LJCI to
      make up the shortfall in the delivery of Common Shares for the Debenture
      conversion and Warrant exercise submitted by LJCI on August 10, 2004.

5.    LJCI shall advance $50,000 (less the amount of interest owed by Direct
      under the Debenture) to Direct upon receiving notice that the SEC will be
      conducting a limited review of the Registration Statement referred to in
      section 1 above. LJCI shall advance an additional $100,000 to Direct upon
      receiving notice that the Registration Statement referred to in section 1
      above has been declared effective by the SEC and the underlying shares are
      freely tradable. Such funds shall represent a prepayment towards the
      exercise of Warrant Shares under the Warrant, the timing of which 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 prepayments. LJCI shall account
      for no more than 18% of the daily volume in Direct's common stock with
      sales of the Common Shares received from using such Warrant prepayment
      credits.


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6.    Direct shall immediately deliver 20,000,000 Direct restricted Common
      Shares, registered in the name of LJCI, to Alan L. Atlas, Esq., who shall
      hold the shares in trust as a joint escrow agent for Direct and LJCI. Such
      shares may only be released by Alan L. Atlas, Esq. pursuant to valid
      Debenture conversion and Warrant exercise notices submitted by LJCI per
      the terms of section 6(a) below. Such restricted Common Shares shall be
      included in the Registration Statement referred to in section 2 above. As
      to the terms of this section 6, Alan L. Atlas, Esq. shall act hereunder in
      accordance with his duties and obligations as an individual attorney
      licensed in the State of California, and not in his capacity as general
      counsel to LJCI.

      a.    When LJCI desires to submit a Debenture conversion and Warrant
            exercise notice, it shall do so as follows. LJCI shall submit
            conversion and exercise documents in writing, via facsimile to
            Direct. Upon Direct receiving the conversion and exercise documents,
            Direct shall, within 24 hours, either: (1) order up the
            corresponding stock certificate from Direct's stock transfer agent
            for delivery to LJCI, or (2) notify LJCI's counsel, in writing, of
            Direct's election to have the converted shares be distributed to
            LJCI out of the shares held in trust by LJCI's counsel pursuant to
            section 6 above.

7.    Direct, or its nominee, shall have the option to repurchase any Common
      Shares to be issued for future Debenture conversions and Warrant exercises
      under the following procedure. Direct shall fax notice to LJCI indicating
      the number of Direct Common Shares to be purchased, with delivery
      instructions for the purchaser if the transaction is to be done off the
      market. Within one business day of receiving such notice, LJCI shall
      submit a Debenture conversion and Warrant exercise to obtain at least that
      number of Common Shares that Direct or its nominee desires to purchase.
      LJCI shall not sell the number of Common Shares that Direct or its nominee
      desires to purchase for a period of two business days following submission
      of the Debenture conversion and Warrant exercise, during which time LJCI
      must receive the purchase price for the Common Shares in good funds. The
      purchase price for the Common Shares shall be 92% of the average of the
      volume weighted average price of Direct's Common Shares on the five
      Trading Days prior to date that LJCI receives the notice from Direct.

8.    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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