ADDENDUM TO FACTORING AGREEMENT
ADDENDUM
TO FACTORING AGREEMENT
This
is
an addendum to the original Factoring Agreement dated April 25, 2005 (the
“Original Agreement”) between World AM, Inc., a Nevada corporation (the
“Client”) and ▇▇ ▇▇▇▇▇, LLC, a Florida limited liability corporation (the
“Factor”).
This
addendum to the Original Agreement is necessary to assist the Client with
contract funding specific to the Bechtel Nevada Contract (“Bechtel Agreement” -
see Exhibit C) which the Client has been awarded. All terms of the original
agreement remain in force and unchanged unless specified in Section 1 of this
document below (Changes to the Original Agreement). All terms and conditions
specific for the Bechtel Agreement included below in Section 2 of this document
are additive and will supersede the Original Agreement in the case of funding
the Bechtel Agreement only. All future customers unless specified in a future
amendment will follow the terms and conditions set forth in the Original
Agreement and subsequent amendments.
1. Changes
to the Original Agreement:
In
consideration for promptly providing funds at a higher risk then normal, Factor
shall receive an additional $30,000.00 dollars in warrants. Section 1 part
(g)
of the original agreement shall be amended to state the following:
Upon
signing this Agreement, Client shall pay to Factor a one-time Factoring and
documentation origination fee $2,500 payable in equivalent free trading stock
and Warrants to purchase shares $55,000.00 of Clients common stock for a period
of three years. The number of Warrants to be received by Factor shall be
determined by dividing $55,000 by the lesser of a 20% discount on the bid price
on the day of execution or the lowest reported bid price of the Clients common
stock during a 365 day period following the date of this agreement (the “Pricing
Period”). If the Factor wishes to exercise the warrants prior to the termination
of the Pricing Period, then the number of warrants received will be calculated
based on the lesser of the lowest reported bid price of the Clients Common
Stock
since the date of this agreement or a 20% discount on the bid price on the
day
of execution. The warrants will have a cashless exercise provision
2. Terms
and Conditions Specific for the Bechtel Agreement (see exhibit C)
only:
Factor
will provide Client with contract funding of $33,000.00 on August 9, 2005
(“Factor Date”) based on purchase orders from the Bechtel Agreement that will
yield invoices that total over $130,000.00 in revenue for Client. Client will
provide Purchase Orders From Bechtel Nevada, any third party invoices for
materials from suppliers, bills of lading for completed product, and copies
of
Client invoices to Bechtel Nevada as generated for the Bechtel Agreement. Factor
will receive a fee for the contract funding from the Factor Date based on the
table below:
Factor
Fee Table
|
0
to 30 Days from Factor Date
|
30
to 60 Days from Factor Date
|
60
to 90 Days from Factor Date
|
||
|
2.5%
|
4%
|
5%
|
Interest
on unpaid balance will accrue at 18% annum calculated daily from the
91st
day from
Factor Date until full payment has been effected.
As
payment is received for invoices for each purchase order and invoice for the
Bechtel Agreement, Client will immediately notify Factor and after receiving
the
appropriate invoice from the Factor for the principle, factor fee,
administrative fee, and miscellaneous costs as defined in the Original
Agreement. Client will immediately remit to Factor the appropriate factor fee
and return of principle.
As
stated
in the Original Agreement, Factor will also receive a 2% admin fee. This fee
will be equal to 2% of the funding provided to Client or $660.00.
Factor
will withhold all funds received for Factor Transaction ID# 1002 and 1003 due
to
Client until payment in full is received as defined for contract funding
provided for the all purchase orders to factor for the Bechtel Agreement (see
Exhibit C). Upon payment in full for the contract funding for the Bechtel
Agreement, Factor will promptly release all funds due to Client.
| Client: | Factor: | ||
| World AM, Inc. | ▇▇ ▇▇▇▇▇, LLC | ||
| By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | By: /s/ G. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. | ||
|
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ |
Name: G. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. |
||
|
Title:
President and CEO
|
Title:
Managing Partner
|
||
|
Date:
August 8, 2005
|
Date:
August 8, 2005
|
AMENDMENT
TO THE ADDENDUM TO FACTORING AGREEMENT
This
document is an Amendment to the Addendum to Factoring Agreement executed on
August 8, 2005 (the “Addendum” - see Exhibit A) between World AM, Inc., a Nevada
corporation (the “Client”) and ▇▇ ▇▇▇▇▇, LLC, a Florida limited liability
corporation (the “Factor”). The effective date of this Amendment is October 7,
2005.
This
Amendment is necessary to provide the Client with additional funding specific
to
the Bechtel Nevada Contract identified in the Addendum as Exhibit C. All the
terms of the Original Agreement and Addendum remain in force and unchanged
unless specified below.
|
A.
|
Section
one titled “1. Changes to the Original Agreement:” of the Addendum is
revised to state the following:
|
In
consideration
for promptly providing funds at a higher risk then normal, Factor shall receive
an additional $35,000.00 dollars in warrants. Section 1 part (g) of the original
agreement shall be amended to state the following:
Upon
signing this Agreement, Client shall pay to Factor a one-time Factoring and
documentation origination fee $2,500 payable in equivalent free trading stock
and Warrants to purchase shares $60,000.00 of Clients common stock for a period
of three years. The number of Warrants to be received by Factor shall be
determined by dividing $60,000 by the lesser of a 20% discount on the bid price
on the day of execution or the lowest reported bid price of the Clients common
stock during a 365 day period following the date of this agreement (the “Pricing
Period”). If the Factor wishes to exercise the warrants prior to the
termination of the Pricing Period, then the number of warrants received will
be
calculated based on the lesser of the lowest reported bid price of the Clients
Common Stock since the date of this agreement or a 20% discount on the bid
price
on the day of execution. The warrants will have a cashless exercise
provision.
|
B.
|
Section
2 titled “2. Terms and Conditions specific for the Bechtel Agreement (see
exhibit C) only”; The first bullet point paragraph of this section is
amended to state the following:
|
|
Factor
will provide Client with contract funding of $43,000.00 on August
9, 2005
(“Factor Date”) based on purchase orders from the Bechtel Agreement that
will yield invoices that total over $130,000.00 in revenue for Client.
Client will provide Purchase Orders from Bechtel Nevada, any third
party
invoices for materials from suppliers, bills of lading for completed
product,
and copies of Client invoices to Bechtel Nevada as generated for
the
Bechtel Agreement. Factor will receive a fee for the contract funding
from
the Factor Date based on the table below:
|
Factor
Fee Table
|
0
to 30 Days from Factor Date
|
30
to 60 Days from Factor Date
|
60
to 90 Days from Factor Date
|
||
|
2.5%
|
4%
|
5%
|
|
C.
|
Section
2 titled “2. Terms and Conditions specific for the Bechtel Agreement (see
exhibit C) only”; The forth bullet point paragraph of this section is
amended to state the following:
|
As
stated
in the Original Agreement, Factor will also receive a 2% admin fee. This fee
will be equal to 2% of the funding provided to Client or $860.00.
ALL
OTHER
TERMS AND CONDITIONS OF THE ADDENDUM REMAIN IN FULL FORCE AND
EFFECT.
THIS
AMENDMENT is executed by the persons signing below who warrant that they have
the authority to execute this Amendment under the original Factoring
Agreement
IN
WITNESS WHEREOF, the CLIENT and the FACTOR have signed this
Amendment.
| Client: | Factor: | ||
| World AM, Inc. | ▇▇ ▇▇▇▇▇, LLC | ||
| By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | By: /s/ G. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. | ||
|
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ |
Name: G. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. |
||
|
Title:
President and CEO
|
Title:
Managing Partner
|
||
|
Date:
October 7, 2005
|
Date:
October 7, 2005
|