AMENDMENT TO CONSULTING AGREEMENT

     This  Amendment  to  Consulting Agreement  ("Agreement")  is
entered  into  and  made as of the date of  last  written  herein
between   AIMRITE  HOLDINGS  CORPORATION  ("Client")  and   LOGIC
INNOVATIONS  INC. ("Consultant") with reference to the  following
facts:


     WHEREAS  Client  and Consultant entered  into  a  consulting
agreement  entitled COAST DEVELOPMENT QUOTATION  dated  March  5,
1998 and;

     WHEREAS  Client  is  the holder of an international  license
from  the KENMAR Company Trust for the development, manufacturer,
sale  and  distribution of products derived from the  a  Computer
Optimized Adaptive Suspension Technology System (COAST) based  on
certain    proprietary   information,   suspension    technology,
confidential    information,   trade   secrets,    documentation,
copyrights,  trademarks, tradenames, documentation,  patents  and
patents pending and;

     WHEREAS  the  development of certain portions of  the  COAST
system is the subject of the consulting agreement and;

     WHEREAS  Client and Consultant wish to further define  their
rights and obligations under the consulting agreement;

     IT  IS THEREFORE AGREED TO AMEND THE CONSULTING AGREEMENT AS
FOLLOWS AS FOLLOWS:

     1.   Confidential Information




          Consultant shall hold in trust for Client and shall not
disclose  to  any  non-party  to the  consulting  agreement,  any
confidential  information of client. Confidential Information  is
information  which  relates  to Client's  research,  development,
trade   secrets  and  business  affairs,  but  does  not  include
information  which is generally known or easily ascertainable  by
non-parties  of  ordinary skill in computer  systems  design  and
programming and does not include any information already known by
Consultant  prior  to February 24, 1998, the  date  of  the  non-
disclosure  agreement  between Client and Consultant.  Consultant
hereby  acknowledges  that since February 24,  1998  it  has  and
during  the  performance of the consulting agreement may  receive
confidential  client information and therefore Consultant  hereby
confirms  that  all  such information relating  to  the  client's
business  will be kept confidential by Consultant except  to  the
extent  that such information is required to be divulged  to  the
Consultant's clerical or support staff or associates in order  to
enable  the Consultant to perform Consultant's obligations  under
the  Consulting  Agreement. All employees of Consultant  who  are
involved  in  the design or production of any system  called  for
under  the  consulting  agreement  will  sign  a  confidentiality
agreement with consultant which will ensure that employee  and/or
consultant  confidentiality for a period  of  three  years  after
leaving   employment   with   Consultant.   Client   specifically
acknowledges that Consultant is working with other clients in the
research and development of products in numerous fields and  that
Consultant  is  not  bound to confidentiality of  any  particular
technique  or design merely by engaging in technical  development
of said technique or design for Client. Nothing in this Agreement
is  intended  to,  in any way, restrict Consultant's  ability  to
conduct business freely with any other clients in any business or
technical area.

     2.   Staffing and Relationship




          Consultant  is and independent contractor  and  neither
Consultant  nor Consultant's staff is or shall be  deemed  to  be
employed  by Client. Client is hereby contracting with Consultant
for  the  services  in  the consulting agreement  and  Consultant
reserves  the right to determine the method, manner and means  by
which  the  services  will be performed.  Consultant  shall  take
appropriate  measures  to  insure  that  Consultant's  staff   is
competent  and  they do not breach Section 1 on  this  Agreement.
Each  of  the parties hereto agrees that, except with  the  other
party's  written  approval, solicit or offer  employment  to  the
other party's staff or employees engaged in any efforts under the
consulting  agreement.  In  the  event  that  Consultant   ceases
business operations during the period of this agreement,  Client,
at  its  option,  may  offer employment to  any  of  Consultant's
employees.

     3.   Use of Work Product




          Except  as  those  rights, if any, assigned  to  Client
under the consulting agreement, Consultant grants to Client fully
paid-up  right and license to disclose, sublicense, use,  modify,
copy,  make  and sell without restriction anything  disclosed  to
Client  or  developed under the consulting agreement specifically
for Client.




          Consultant agrees to and does hereby assign  to  Client
all  rights to all trade secrets and inventions, whether  or  not
patentable,  which have been in the past, or are in  the  future,
conceived  or reduced to practice solely or jointly by Consultant
or  its  employees or consultants, at any time,  whether  or  not
during  normal  working hours, during the term of the  consulting
agreement  and are within the scope of services provided  for  in
the  consulting agreement. Rights to inventions as used  in  this
paragraph  include  all worldwide rights to patent  applications,
patents,  including  rights  under all international  conventions
relating to the intellectual property rights.




          Consultant agrees to and does hereby assign  to  Client
all  rights  to  all  worldwide copyrights  and  other  forms  of
intellectual   property  rights  to  computer   programs,   data,
documentation and other works of authorship which  have  been  in
the  past,  or are in the future, jointly or solely  authored  by
Consultant or its employees or consultants, at any time,  whether
or  not  during  normal working hours, during  the  term  of  the
consulting  agreement  and  are  within  the  scope  of  services
provided for in the consulting agreement and which relate to  the
COAST  features  and specifications set forth in  the  consulting
agreement.




          Consultant  shall, however, retain an irrevocable  non-
exclusive  license  to use in its business computer  programs  of
general  application  in designing systems, providing  that  such
license shall exclude any computer program which implements or is
designed  using  algorithm,  computer  program  or  design  of  a
suspension  system  with  either  is  disclosed  by   Client   to
Consultant  or is created, designed or developed for a suspension
system  by  consultant for Client under the consulting agreement,
during  the term of the consulting agreement and which are within
the  scope  of  the  services  provided  for  in  the  consulting
agreement and which relate to the COAST system.




          Consultant  agrees  that  Consultant  and  Consultant's
employees  and  consultants will cooperate with client  and  will
sign all rightful papers requested by Client or its attorneys  to
make  application for, obtain and enforce in the name of  Client,
or  its assignees or licensees, all rights to patents, copyrights
and the intellectual property rights which are assigned or are to
be assigned to Client under his Section 3.




          Consultant  represents  and  warrants  that   each   of
Consultant's  employees  and consultants  who  provides  services
related  to  the  consulting agreement or the  COAST  system  has
signed  or  will sign a written agreement assigning to Consultant
all  rights assigned or to be assigned to Client and agreeing  to
cooperate  with Client to perfect and secure all rights  assigned
to Client all as provided in this Section 3 and that the name and
signature of each such employee and consultant appears  below  or
will be affixed confirming such agreements

     4.   Additional General Terms




          a.  Assignment




               Neither party will assign any rights or
obligations under this agreement without the prior written
consent of the other party.




          b.  Notices




               All notices required to be sent under this
agreement shall be sent by certified mail, return receipt
requested, to the addresses below or to any other address to
which the parties may, from time to time, designate:




CLIENT: AimRite Holdings Corporation, 225 Stevens Ave #104,
Solana Beach, CA 92075




CONSULTANT: Logic Innovations Inc., 6205 Lusk Blvd. San Diego
92121-2731




          c.  Integration and Amendment




               This written agreement sets forth the entire
understanding of the parties with respect to the subject matter
of this agreement and supersedes all prior agreements,
understandings and negotiations with respect to the subject
matter hereof. Neither party to this agreement (nor its officers,
agents, employees, representatives or attorneys of or for any
party) has made any statement to any other party regarding any
fact relied on in this agreement, and each party does not rely on
any statement, representation or promise of any other party (or
any officer, agent, employees, representative, or attorney for
the other party) in executing this agreement except as expressly
stated in this agreement. Any amendments to this agreement must
be in writing and signed by both parties.




          d.  Investigation




               Each party to this agreement has made such
investigation fo the facts pertaining to this agreement and all
the matters pertaining thereto as it deems necessary.




          e.  Review and Ratification




               Each party or responsible officer thereof has read
this agreement, including each and every provision thereof, and
understands the contents thereof. Each party represents that the
board of directors of each party has consented either in writing
or at a meeting duly held, to the transactions contemplated
hereby.




          f.  Construction




               Each party has cooperated in the drafting and
preparation of this agreement. Hence, in any construction to be
made of this agreement, the same shall not be construed against
any party.




          g.  Terms




               Each term of this agreement is contractual and not
merely a recital.




          h.  Legal Advice




               Each  party has received independent legal  advice
from  its respective attorneys with regard to the making of  this
agreement and each and every term thereof.




          i.  Consideration




               Both  Parties acknowledge that they have  received
equal,  valuable and legally sufficient consideration  in  return
for the obligations and befits given under this agreement.




          j.  Governing Law




               This  agreement  shall  be  deemed  to  have  been
executed  and delivered in the State of California and  shall  be
governed  by  and  interpreted with the  laws  of  the  State  of
California  except  those laws relating to  choice  of  law.  The
parties  agree  that any dispute regarding the interpretation  of
validity  of  this  agreement will be subject  to  the  exclusive
jurisdiction of the California State Courts for San Diego County,
California and to the personal and exclusive jurisdiction of that
Court.  The  parties agree that the prevailing side in  any  such
dispute  shall  be  entitled  to reasonable  attorney's  fees  in
enforcing this agreement.




          k.  Waiver




               Failure of either party to enforce, at any time or
for  any  period of time any of the provisions of this  agreement
shall  not be construed as a waiver of such provisions and  shall
in   no  way  effect  a  party's  right  to  later  enforce  such
provisions.




          l.  Severability




               If any part of this agreement is determined by any
court  or  tribunal of competent jurisdiction  to  be  wholly  or
partially  unenforceable  for any reason,  such  unenforceability
shall not affect any other part of this agreement.




          m.  Good Faith and Fair Dealing




               All  implied  in law covenants of good  faith  and
fair  dealing are hereby incorporated into this agreement by this
reference.




          n.  Future Benefits




               This agreement is binding upon and shall inure  to
the  benefit  of  the  parties, their  heirs  and  successors  in
interest whether individual, corporate or otherwise.




          o.  Time




               Time is of the essence in this agreement.




AGREED:



AIMRITE HOLDINGS CORPORATION



BY:




ITS:




LOGIC INNOVATIONS INC.





BY:




ITS:




Consultants and employees







                           SIGNATURES

Pursuant  to  the  requirements of Section 12 of  the  Securities
Exchange  Act  of  1934,  the Registrant  has  duly  caused  this
registration  statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized.



                           AimRite Holdings Corporation



                           By: /s/ Mary Kay Koldeway-Coleman
                              Mary Kay Koldeway-Coleman,
                              Interim President/Secretary

                           Date March 10, 2000