Agreement

CONSULTING & DISTRIBUTION AGREEMENT WITH INTELAKARE MARKETING, INC. A Delaware Corporation Consulting &Compensation Agreement Amendment: Article One. Obligations of the Parties, Section 1.4, Specifically Item (2), Solely.

CONSULTING & DISTRIBUTION AGREEMENT
WITH INTELAKARE MARKETING, INC.
a Delaware Corporation


Consulting &Compensation Agreement


Amendment:  Article One. Obligations of the Parties, Section 1.4, specifically Item (2), solely.


This Amendment to the Consulting & Distribution Agreement (the "Amendment") is made and entered into by and between SUCCESS EXPLORATION RESOURCES, INC. a publicly held Nevada corporation (the "Client") and INTELAKARE MARKETING, INC. a publicly held Delaware  corporation (the "Consultant")  respectively; the  Client  and  Consultant  being hereinafter  collectively  referred  to as  the "Parties" and generically as a "Party" and shall amend Article One. Obligations of the Parties, Section 1.4, specifically Item (2) of the Consulting & Distribution Agreement entered into on September 4, 2013.


PREAMBLE:


WHEREAS, Client and Consultant entered into one Consulting & Distribution Agreement on September 4, 2013; and


WHEREAS, the Client and Consultant desire to amend Article One. Obligations of the Parties, Section 1.4, specifically Item (2), solely; and


WHEREAS, all other provisions of the Consulting & Distribution Agreement remain in-force and effective.


NOW, THEREFORE, as Client and Consultant hereby agree to amend Article One. Obligations of the Parties, Section 1.4, specifically Item (2), solely, to read the following:


ARTICLE ONE

OBLIGATIONS OF THE PARTIES


1.4, (2)  The Client shall, upon the execution of this Agreement, and following, on the 1st and 15th of each month thereafter, Consultant the sum of Five Thousand Dollars ($5,000.00), totaling Ten Thousand Dollars ($10,000) monthly, subject to Article Two.



EXECUTED THIS __15__ day of October, 2013.


Success Exploration & Resources, Inc.                                                   IntelaKare Marketing Inc.




By:/s/ Matthew H. Sage        

          By:/s/ Raymond  Talarico
Matthew H. Sage, President                                                                      Raymond Talarico, President                                                                             

              



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