Exhibit 10.13

                      ADDENDUM TO STOCK EXCHANGE AGREEMENT

     This  Addendum  to  Stock  Exchange  Agreement  dated  April  8, 2005 to be
effective  as of January 14, 2005 ("Agreement") is by and among National Parking
Systems,  Inc.,  a  Nevada  corporation  ("Purchaser"  or  "NPS"), Marc Ebersole
("Ebersole"),  The  Morpheus  Trust  ("Morpheus"), Livingston Investments,  Ltd.
("Livingston"),  Burton  Partners,  LLC  ("Burton"), Picasso,  LLC  ("Picasso"),
and  The  Gateway  Real  Estate  Investment  Trust ("Gateway") (collectively the
"Preferred  Holders,"  and,  together  with  Ebersole,  the  "Sellers").

                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS,  the  Purchaser  and  Sellers  have  previous entered into a Stock
Exchange  Agreement  dated  January  13,  2005  ("Exchange  Agreement");

     WHEREAS,  pursuant  to  the  Exchange Agreement, the Preferred Holders each
agreed  to  sell  to  Purchaser,  and the Purchaser purchased from the Preferred
Holders,  (i)  1,000  shares  of  preferred  stock  of ABS Holding Company, Inc.
("ABS"),  and  (ii)  1,000 shares of preferred stock of BH Holding Company, Inc.
("BH"),  (for  an  aggregate of 5,000 shares of preferred stock of ABS and 5,000
shares  of  preferred stock of BH), in consideration for 1,550,000 shares of NPS
common  stock  and  a  debenture  in  the  amount of $17,350(for an aggregate of
7,750,000  shares  of  NPS  common  stock  and  an  aggregate  of  $86,750  in
debentures)(the  "Exchange").

     WHEREAS, BH and ABS had no shares of preferred stock authorized under their
Articles  of  Incorporation  at  the  time  of  the  Exchange;

     WHEREAS,  the Preferred Holders held no actual shares of preferred stock of
BH  and  ABS;

     WHEREAS, the Preferred Holders each held the right to the issuance of 1,000
shares  of  preferred  stock  of  BH  and  ABS,  prior  to  the  Exchange;

     NOW,  THEREFORE, in consideration of the premises and the mutual covenants,
agreements,  and  considerations  herein contained and contained in the Exchange
Agreement,  the  parties  hereto  agree  as  follows:

     1.   The  Purchaser  Agrees.
          -----------------------
          The  Purchaser  hereby agrees to accept the Preferred Holders right to
          be  issued  an  aggregate  of  5,000 shares of ABS preferred stock and
          5,000  shares  of BH preferred stock in place of the transfer of 5,000
          shares  of  ABS preferred stock and 5,000 shares of BH preferred stock
          which  the Preferred Holders agreed to transfer to NPS pursuant to the
          Exchange  Agreement.

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     2.   Preferred  Holders  Agree.
          --------------------------
          The  Preferred  Holders  agree to give to the Purchaser any right they
          had  to be issued preferred stock shares of ABS and BH in place of any
          preferred stock shares of ABS and BH, which they agreed to transfer to
          NPS  under  the  Exchange  Agreement.

     3.   Miscellaneous
          -------------

          (a)  Assignment.  All  of the terms, provisions and conditions of this
               ----------
               Agreement shall be binding upon and shall inure to the benefit of
               and  be  enforceable  by  the parties hereto and their respective
               successors  and  permitted  assigns.

          (b)  Applicable  Law.  This Agreement shall be construed in accordance
               ---------------
               with  and  governed  by the laws of the State of Texas, excluding
               any  provision  which  would  require  the use of the laws of any
               other  jurisdiction.

          (c)  Entire  Agreement,  Amendments  and  Waivers.  This  Agreement
               --------------------------------------------
               constitutes  the  entire  agreement  of  the  parties  hereto and
               expressly supersedes all prior and contemporaneous understandings
               and  commitments,  whether  written  or oral, with respect to the
               subject  matter  hereof. No variations, modifications, changes or
               extensions  of  this Agreement or any other terms hereof shall be
               binding upon any party hereto unless set forth in a document duly
               executed  by  such  party  or  an authorized agent or such party.

          (d)  Waiver.  No  failure  on  the  part  of  any party to enforce any
               -------
               provisions of this Agreement will act as a waiver of the right to
               enforce  that  provision.

          (e)  Section  Headings.  Section  headings  are  for  convenience only
               -----------------
               and  shall  not define or limit the provisions of this Agreement.

          (f)  Effect  of  Facsimile  and Photocopied Signatures. This Agreement
               -------------------------------------------------
               may  be  executed  in  several  counterparts, each of which is an
               original.  It  shall  not  be  necessary  in making proof of this
               Agreement or any counterpart hereof to produce or account for any
               of the other counterparts. A copy of this Agreement signed by one
               party  and  faxed  to  another party shall be deemed to have been
               executed  and  delivered  by  the  signing  party  as  though  an
               original.  A photocopy of this Agreement shall be effective as an
               original  for  all  purposes.

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     IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement as of
the  day  and  year  first  written  above.

National Parking Systems, Inc.                  THE MORPHEUS TRUST:
a Nevada corporation

By: /s/ Marc Ebersole                           By:
   --------------------------                      -------------------------
Name: Marc Ebersole                                Name:
Title: CEO                                         Title:

ABS HOLDING COMPANY, INC.                       LIVINGSTON INVESTMENTS, LTD.:
a Nevada corporation

By:  /s/ Marc Ebersole                           By:
   --------------------------                      -------------------------
Name: Marc Ebersole                                Name:
Title: CEO                                         Title:

BH HOLDING COMPANY, INC.                        BURTON PARTNERS, LLC
a Nevada corporation

By: /s/ Marc Ebersole                           By:
   --------------------------                      -------------------------
Name: Marc Ebersole                                Name:
Title: CEO                                         Title:

Marc Ebersole                                   PICASSO, LLC

/s/ Marc Ebersole                               By:
----------------------------                       -------------------------
Marc Ebersole                                      Name:
                                                   Title:

                                               THE GATEWAY REAL ESTATE
                                               INVESTMENT TRUST:

                                               By:
                                                   -------------------------
                                                   Name:
                                                   Title:

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