ADDENDUM TO
EXCLUSIVE DISTRIBUTION CONTRACT
Addendum made and entered between the parties to the attached and
incorporated Exclusive Distribution Contract dated May 5, 2000, between
ProSource Software Co. and Kinship Systems, Inc., on this 30th day of October,
2000.
1.0 The Parties agree and confirm that the attached Agreement shall remain in
full force and effect and shall be modified only as specifically set-out in this
Addendum.
2.0 No revenue have been generated to date under the Agreement.
3.0 The prior owner of ProSource, Mr. Gregory Willits and associates, hereby
acknowledges a complete and irrevocable reassignment and conveyance of the
ProSource business technology and software from the undersigned Gregory Willits
for himself and any affiliated parties to its prior owner Mr. Rudolf Limpert as
of the date of this Addendum without additional consideration. Mr. Rudolf
Limpert acknowledges and accepts such conveyance and holds harmless Gregory
Willits and associates from all prior acts completed by them as owners of
ProSource. Mr. Gregory Willits represents he has full and complete ownership and
capacity to convey the foregoing interests for himself and any associated party.
4.0 The specific Exclusion Distribution Contract between ProSource and Kinship
is fully accepted and affirmed between the undersigned current ProSource owner
and Kinship with the following two amendments:
4.1 The ProSource products will be made available to Kinship at a
forty-five percent (45%) discount to the lowest retail price last employed by
ProSource or the last employed or committed retail price by Kinship, whichever
is lower.
4.2 As of January 1, 2001, Kinship shall have the option to designate
exclusive marketing rights in an additional fourteen (14) states within the
United States of America.
Done the day and date first above written.
Seller: Buyer:
Gregory Willits Rudolf Limpert
KINSHIP SYSTEMS, INC.
By: /s/ Terry Deru
-------------------
Terry Deru
Its President
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