Amendment To Software Reseller Agreement

AMENDMENT TO SOFTWARE RESELLER AGREEMENT


Amendment to Software Reseller Agreement made this 23rd day of December, 1996, by and between A.D.A.M. SOFTWARE, INC., a Georgia corporation ("ADAM") and CHURCHILL LIVINGSTONE INC., a Delaware corporation ("Churchill Livingstone").


WHEREAS, ADAM and Churchill Livingstone have entered into a Software Reseller Agreement dated May 8, 1995 (the "Reseller Agreement");


WHEREAS, certain disputes have arisen between ADAM and Churchill Livingstone under the Reseller Agreement;


WHEREAS, the parties hereto desire to resolve such disputes by entering into this Amendment;


NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


1. Inventory Price Protection. ADAM agrees to issue a credit in the amount of $52,500 to be applied to the outstanding balance owed to ADAM by Churchill Livingstone for price protection purposes covering all inventory purchases made prior to the execution of this Amendment.


2. No Minimum Sales Requirements.


(a) Notwithstanding anything contained in the Reseller Agreement to the contrary, Churchill Livingstone shall have no obligation to meet any performance objective or to submit any annual plan relating to performance objectives or to purchases or resell any minimum number copies of the Products. ADAM waives all rights it may have arising from Churchill Livingstone's past or future failure to meet any performance objective or submit or meet any annual plan or purchase or resell any minimum number of copies of the Products.


(b) Churchill Livingstone would still be required to prepare an annual Marketing plan. Churchill Livingstone will submit to ADAM monthly reports of inventory on-hand by the 5th day of the following month.


3. Termination of Restrictions. The restrictions set forth in subsections 3.3(a), (b) and (c) of the Reseller Agreement on ADAM's right to sell and authorize third parties to sell the Products shall terminate as of the close of business on December 31, 1996, and thereafter such restrictions shall be null and void. During the term of the Reseller Agreement ADAM will not sell copies of the Primary Products at a price more favorable, taken as a whole, than that granted to Churchill Livingstone, to any similarly ...