AMENDMENT TO
AGREEMENT OF LIMITED PARTNERSHIP OF
COMPREHENSIVE SOFTWARE SYSTEMS LTD.
THIS AMENDMENT is made this ____ day of September, 1993, by and between
CSS Management, Inc., a Colorado corporation as General Partner, and BHC
Securities, Inc., Comprehensive Securities Systems, Inc., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇
Inc., ▇▇▇▇ ▇▇▇▇▇, Inc., ▇▇▇▇▇▇▇▇ & Company Securities, Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ &
Associates, Inc., Southwest Securities, Inc. ▇▇▇▇▇▇▇▇ Inc. and TransTerra Co.
as Limited Partners.
WHEREAS, Comprehensive Software Systems Ltd. (the "Partnership") was
formed on February 4, 1993, by the General Partner and the Limited Partners
for the purpose of providing consulting services and to develop software for
securities broker-dealers, banks and other financial institutions utilizing
state of the art hardware and software techniques; and
WHEREAS, the General Partner would like to expand the purpose of the
Partnership to include the development of a Fund Server for the Mutual Fund
industry and to develop an imaging system to support current and future
development ventures (the "New Ventures"); and
WHEREAS, the research and development of the New Ventures will require
the infusion of additional capital into the Partnership;
NOW THEREFORE, in consideration for the mutual promises and conditions
set forth herein, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. MONTHLY CONTRIBUTIONS OF PARTNERS. The Partners agree to make the
following monthly contributions in addition to the current
contributions being made by the Partners pursuant to Article 3.1
of the Partnership Agreement:
Partner Amount Paid From Amount Paid From Amount Paid From
------ Oct. 93 - Mar. 94 Mar. 94 - Sept. 94 Oct. 94 - Jan. 96
----------------- ------------------ -----------------
BHC Securities, Inc.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ Inc.
▇▇▇▇ ▇▇▇▇▇, Inc.
▇▇▇▇▇▇▇▇ & Company
Securities, Inc.
▇▇▇▇▇▇▇ ▇▇▇▇▇ &
Associates, Inc.
Southwest Securities, Inc.
▇▇▇▇▇▇▇▇ Inc.
TransTerra $16,995.41 $5,949.81 $2,718.75
3. SHARING RATIOS. The Initial and Subsequent Sharing Ratios described in
Article IV of the Partnership Agreement shall be unaffected. Certain
Partners are not required to contribute additional capital hereunder
(the "Non-Contributing Partners"). Each Non-Contributing Partner shall
be considered to have received a profits interest in the Partnership to
the extent that the additional capital contribution of other Partners
would have diminished the Sharing Ratios of such non-contributing
Partners. The profits interests shall be given effect for all
allocations of Net Profit or Net Loss and all Distributions other than
Distributions on the complete dissolution and termination of the
Partnership.
4. RIGHT TO USE NEW SYSTEM. Any technology developed by the Partnership
pursuant to the New Ventures shall be the exclusive property of the
Partnership. Except for Comprehensive Securities Systems, Inc., each
of the other Limited Partners, (the "Brokers") shall have a right
to use any marketable system which is developed pursuant to the New
Venture (the "New System") pursuant to a licensing agreement which
shall be substantially in the form of the License Agreement attached
as Exhibit A to the Shareholder Agreement dated February 4, 1993,
between the parties.
5. SURVIVAL OF THE PARTNERSHIP. In the event of any conflict between the
Partnership Agreement and this Amendment, the terms and conditions of
this Amendment shall control. All other terms and conditions of the
Partnership Agreement are hereby ratified and remain in full force
and effect.
DATED the day and year first written above.
CSS MANAGEMENT, INC. BHC SECURITIES, INC.
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By:
------------------------ ----------------------------
Its: President Its:
------------------------ ---------------------------
COMPREHENSIVE SECURITIES ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ INC.
SYSTEMS, INC.
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By:
---------------------------- -------------------------------
Its: President Its:
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▇▇▇▇ ▇▇▇▇▇, INC. ▇▇▇▇▇▇▇▇ & COMPANY
SECURITIES, INC.
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By: By:
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Its: Its:
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▇▇▇▇▇▇▇ ▇▇▇▇▇ & ASSOCIATES, INC. SOUTHWEST SECURITIES, INC.
-------------------------------- -----------------------------------
By: By:
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Its: Its:
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▇▇▇▇▇▇▇▇ INC. TRANSTERRA CO.
/s/ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------- -----------------------------------
By: By: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
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Its: Its: President
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