Fill and Sign the Supplemental Services Agreement between Pcsupportcom Inc Form

PCSUPPORT.COM - GO FIGURE SUPPLEMENTAL AGREEMENT ------------------------------------------------ This PCsupport.com - Go Figure Supplemental Agreement (the "Supplemental Agreement") is made between PCsupport.com, Inc., a Nevada corporation, ("PCsupport.com") and Go Figure Technology, Inc., a Delaware corporation ("GoFigure"). Whereas, PCsupport.com and Go Figure are parties to the PCsupport.com - Go Figure Services Agreement with an effective date of January 7, 2000 (the "Agreement"); and Whereas, Go Figure has negotiated a proposed Third Party Contract (as defined in the Agreement) with ________ ("Purchaser") to be dated effective ___________; and Whereas, the Agreement provides that PCsupport.com and Go Figure negotiate in good faith to complete this Supplemental Agreement with respect to the proposed Third Party Contract with Purchaser. Now, therefore, in consideration of the foregoing premises and the mutual covenants and obligations set forth herein, PCsupport.com and Go Figure agree asfollows: 1. Effective Date. -------------- Effective Date of this Supplemental Agreement: ________________, 2000. 2. Capitalized Terms. ----------------- (a) Capitalized terms used but not defined in this Supplemental Agreement shall have the meanings set forth in the Agreement. (b) "Icon" shall mean an on-screen icon connecting the user of a personal computer to a Web site providing Services. 3. Services. -------- The Services to be provided by PCsupport.com pursuant to Go Figure's Third Party Contract with Purchaser shall be those Services set forth under the heading of "Release ___" on Exhibit A to the Agreement, as Exhibit A is amended from time to time. PCSUPPORT.COM - GO FIGURE SERVICES AGREEMENT PAGE 14 3. Customization Fee. ----------------- The Customization Fee payable to PCsupport.com with respect to Go Figure's Third Party Contract with Purchaser is $________. 4. Service Fees. ------------ Service Fees with respect to a calendar month that are calculated in accordance with this Supplemental Agreement shall equal $18.00 multiplied by the number of personal computer systems delivered to or at the direction of Purchaser during such calendar month onto which systems an Icon has been loaded pursuant to Go Figure's Third Party Contract with Purchaser. 5. Shared Revenue. -------------- Shared Revenue with respect to a calendar month that is calculated in accordance with this Supplemental Agreement shall equal the sum of: (a) Fifty percent of the gross commission revenue received by PCsupport.com during such calendar month from the sale to users of the Services of goods and services supplied or provided by a third party; plus (b) Fifty percent of the difference between (i) gross revenue received by PCsupport.com during such calendar month from the sale to users of the Services of goods and services (other than the Services) supplied or provided by PCsupport.com, less (ii) the direct cost to PCsupport.com of supplying or providing such goods and services during such month. 4. Term. ---- This Supplemental Agreement shall terminate on the earlier to occur of the termination of Go Figure's Third Party Contract with Purchaser or three years from the Effective Date of this Supplemental Agreement. 9. Miscellaneous. ------------- (a) This Supplemental Agreement shall be interpreted, implemented and enforced with reference to and in conjunction with the terms and provisions of the Agreement. (b) The provisions of Sections 5.4, 7.1, 8.1, 8.2, 8.3 and 9.1 - 9.9 of the Agreement are hereby incorporated by reference into this Supplemental Agreement. PCSUPPORT.COM - GO FIGURE SERVICES AGREEMENT PAGE 15 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Agreement to be executed by their respective duly authorized representatives as of the Effective Date. PCSUPPORT.COM, INC. GO FIGURE TECHNOLOGY, INC.: By: ___________________________ By: ________________________________ Marc Landry Name: _________________________ Chief Executive Officer and President Title: ________________________