exv10w2






Exhibit 10.2









ADDENDUM TO THE MASTER SERVICE AGREEMENT



This addendum (“Addendum”) is entered into this the 11th day of August, 2008 (“Effective Date”), by
and between Classifieds Plus, Inc. (hereafter referred to as “Company”) located at 6215 Sheridan
Drive, Williamsville, NY 14221, and The Sun-Times Company (hereinafter, referred to as “Publisher”)
located at 350 N. Orleans St., 10th Floor, Chicago, IL 60654.



WHEREAS, the parties have entered into a Master Services Agreement dated February 26, 2008,
(the “Agreement”) and;



WHEREAS, the Parties agree the Pilot has been determined to be successful in meeting all of the
performance standards and therefore without interruption enters into the Initial Term for services
in accordance with the Project Timeline commencing on or about August 4, 2008 with Phase II of the
Project and;



WHEREAS, the parties wish to modify other certain provisions of the existing Agreement as described
herein.



NOW, THEREFORE, in consideration of the mutual promises set forth below, the parties agree as
follows:



1. The parties agree that the Initial Term will start on August 11, 2008.



2. The Agreement is hereby amended by this Addendum to Attachment A “Project Timeline” which is
deleted in its entirety and replaced by the following:



This Attachment A summarizes the Project Timeline for the rollout of the STNG properties for
Total Outsourcing to Company on the proposed implementation timetable for services,
commencing with the launch of the Pilot Term and in successive weeks. This Project Timeline
is a good faith estimate defining the timeline for the rollout. Both Parties will use all
reasonable efforts to meet the Project Timeline. Any unexpected delays by either Party in
meeting the Project Timeline will be reviewed and discussed between the Parties for
resolution.



Phase II      Midwest Suburban Publishing      Estimated eight to ten week implementation plan
commencing with the completion of the Pilot Term of the Agreement representing 100% of all
classified ad taking business associated with all Business Categories as defined in
Attachment B outsourced to Company by Midwest Suburban Publishing.



Phase III      Chicago Sun Times      Estimated eight to ten week implementation plan commencing with
the completion of Phase II of the Project Timeline representing 100% of all classified ad
taking business associated with all Business Categories as defined in Attachment B outsourced
to Company by Chicago Sun-Times.



Phase IV      Pioneer Press      Estimated eight to 10 week implementation plan commencing with the
completion of Phase III of the Project Timeline representing 100% of all classified ad taking
business associated with all Business Categories as defined in Attachment B outsourced to
Company by Pioneer Press.



Phase V      Post Tribune      Estimated eight to 10 week implementation plan commencing with the
completion of Phase IV of the Project Timeline representing 100% of all classified ad taking
business associated with all Business Categories as defined in Attachment B outsourced to
Company by Post Tribune.




Classifieds Plus, Inc. 6215 Sheridan Drive, Williamsville, New York 14221




 









 




3. The Agreement is hereby further amended by this Addendum to Attachment C “Fee Scale” which is
deleted in its entirety and replaced by the following:





Fee Scale




In accordance with the terms and conditions of §5 (Rates) of the Agreement, the Fee will be
as follows based on the classified ad taking business outsourced to Company measured for each
Twelve-Month Period (“Amount”):



	 	 	 	 	 	 	 	 	 	 	 
	Amount of	 	*	dollars ($      *      ) and greater: flat Fee of      *     	%
	Amount from

	 	$      *
	 	to
	 	$      *
	 	: flat Fee of
	*	%
	Amount from

	 	$      *
	 	to
	 	$      *
	 	: flat Fee of
	*	%
	Amount from

	 	$      *
	 	to
	 	$      *
	 	: flat Fee of
	*	%







In addition, the reference to $ * in the second sentence of §5 (Rates) of the Agreement is amended
to $ * and that sentence hereinafter reads as follows:





The Fee is based upon a minimum of     *     dollars ($   *   ) annually
of classified ad business outsourced to Company, calculated by taking the Publishers
classified ad business for the Business Categories outsourced to Company
(“Guarantee”) for each successive twelve-month period during the Term starting with the
twelve-month period ending on the first anniversary of the last day of the Ramp-Up Period
(each, a “Twelve-Month Period”) .


Except as expressly set forth herein, the terms and conditions of the Agreement shall continue in
full force and effect.




     IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to enter
into this Addendum, effective as of the Effective Date.



Accepted By:




	 	 	 	 	 	 	 
	The Sun-Times Company	 	Classifieds Plus, Inc.
	 
	 	 	 	 	 	 
	Printed Name:

	 	James D. McDonough
	 	Printed Name:
	 	Michael Stanek
	 
	 	 	 	 	 	 
	Signature:

	 	/s/ James D. McDonough
	 	Signature:
	 	/s/ Michael Stanek
	 
	 	 	 	 	 	 
	Title:

	 	Secretary
	 	Title:
	 	Chief Executive Officer
	 
	 	 	 	 	 	 
	Date:

	 	8/11/08
	 	Date:
	 	8/11/08








 




			
	*	 	Confidential portions omitted and filed separately with
the Commission.





Classifieds Plus, Inc. 6215 Sheridan Drive, Williamsville, New York 14221