1 EXHIBIT 10.16 ADDENDUM TO ASSET PURCHASE AGREEMENT THIS ADDENDUM, is made and entered into as of April 27, 2000, by and between Hoffmann Investment Company, Inc., f/k/a DHR International, Inc. (hereinafter referred to as "Seller") and ProfitSource Corporation (hereinafter referred to as "Buyer"). WHEREAS, the parties entered into an Asset Purchase Agreement dated November 19, 1998; and WHEREAS, a dispute has arisen regarding the interpretation of Section 4.19 of the Agreement; and WHEREAS, the parties wish to resolve the dispute. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: Section 4.19 of the Asset Purchase Agreement shall be revised to read as follows: ADDITIONAL PURCHASE PRICE. If Buyer does not close the IPO of its equity securities by June 30, 1999, Buyer will agree to pay the Seller an additional purchase price based on the performance of the Buyer since date of acquisition. Amounts payable under, and other terms of, any such plan will be subject to restrictions imposed by Buyer's lenders, Buyer's capital investment requirements and preservation of adequate working capital. In all other respects, the terms and conditions of the Asset Purchase Agreement dated November 19, 1998 are hereby reaffirmed. HOFFMANN INVESTMENT COMPANY, INC. EPS SOLUTIONS CORPORATION (F/K/A DHR INTERNATIONAL, INC.) (F/K/A PROFITSOURCE CORPORATION) By: /s/ David H. Hoffmann By: /s/ Michael G. Goldstein --------------------------- ---------------------------- David H. Hoffmann Michael G. Goldstein