Amend Agency Agreement (Legal)(repost)

I need someone to amend a legal Software reseller agreement to an exclusive one with several additional clauses. I've attached the regular Reseller agreement (VAR Agreement [login to view URL]) and the email discussion between the software vendor and prospective exclusive reseller. Please provide samples of legal agreements you have drafted or some background on what you have done. You don't need to be a lawyer, but you need to have some background on contractual law and good at english writing.