SETTLEMENT
      AGREEMENT

     

    This
      Settlement Agreement (“AGREEMENT”) is entered into by and between James H.
      Alexander (“ALEXANDER”), on the one hand, and World Am, Inc., a Nevada
      corporation (“WORLD AM”); BOTH of the above shall be collectively referred to
      herein as the “PARTIES.”

     

    RECITALS

     

    WHEREAS,
      ALEXANDER was employed by WORLD AM;

     

    WHEREAS,
      ALEXANDER filed a lawsuit pending in the United States District Court for the
      District of Colorado, Case No. 06-cv-02163-RPM-CBS, entitled ALEXANDER
      v. WORLD AM, INC. (the
      “Lawsuit”) seeking damages in connection with ALEXANDER’s employment and
      termination;

     

    WHEREAS,
      WORLD
      AM denies the validity of ALEXANDER’s claims and denies that it is subject to
      any liability whatsoever; and

     

    WHEREAS,
      both
      PARTIES wish to settle their differences without resort to further litigation;
      and

    


    WHEREAS,
      WORLD
      AM is willing to provide ALEXANDER with certain considerations described below,
      provided that ALEXANDER dismisses his suit and releases WORLD AM from any claims
      ALEXANDER has made or might make arising out of or in any way related to his
      employment and agrees to comply with the other promises and considerations
      set
      forth in this AGREEMENT.

     

    NOW
      THEREFORE, in
      consideration of the mutual covenants and promises contained herein, and other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged by the PARTIES, the PARTIES agree to be legally bound by the
      following terms and conditions, which constitute full settlement of any and
      all
      disputes between them:

     

    
      	 	
              1.

            	
              Recitals:
                The PARTIES acknowledge that the “WHEREAS” clauses preceding paragraph 1
                are true and correct, and are incorporated herein as material parts
                to
                this AGREEMENT.

            


    

     

    


    
      	 	
              2.

            	
              Definitions:
                For purposes of this AGREEMENT only, the term “WORLD AM” shall be deemed
                to include the following:

            


    

     

    
      	 	
              ▪

            	
              Any
                officer or director

            


    

     

     

    
      	 	
              3.

            	
              Settlement
                Sum:
                As
                consideration for signing this AGREEMENT and compliance with the
                promises
                made herein, WORLD AM agrees to pay to ALEXANDER the sum of One Hundred
                Fifty Thousand and No/100 Dollars ($150,000.00) (the “Settlement Sum”) to
                be paid as follows: 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    A.       Six
      (6) convertible notes issued on [Dates] to James H. Alexander. Each note will
      have at least a six (6) month holding period with a stated conversion date.
      Beginning with the conversion date on the first convertible note, the conversion
      date for each subsequent note will be the date exactly one month after the
      conversion date of the preceding note. On each conversion date, the note shall
      convert into a determined number of shares of restricted WORLD AM stock where
      the number of shares determined shall be equal to the market value of $16,667.00
      dollars. Market value shall be determined by averaging the high and low prices
      for WORLD AM free trading stock on the day preceding the conversion date. When
      each note converts into restricted stock, James H. Alexander may decide at
      any
      time, pursuant to the requirements of Section 3(C) and 3(D) of this AGREEMENT,
      to remove the restrictions from his stock making it unrestricted and freely
      tradable.

     

    B.       Six
      (6) convertible notes issued on [Dates] to Denis H. Mark. Each note will have
      at
      least a six month holding period with a stated conversion date. Beginning with
      the conversion date of the first convertible note, the conversion date for
      each
      subsequent note will be the date exactly one month after the conversion date
      on
      the preceding note. On each stated conversion date, the note shall convert
      into
      a determined number of shares of restricted WORLD AM stock where the number
      of
      shares determined shall be equal to the market value of $8,333.00 dollars on
      the
      date of conversion. Market value shall be determined by averaging the high
      and
      low prices for WORLD AM free trading stock on the day preceding the conversion
      date. When each note converts into restricted stock, Denis H. Mark may decide
      at
      any time, pursuant to the requirements of Section 3(C) and 3(D) of this
      AGREEMENT, when to remove the restrictions from his stock making it unrestricted
      and freely tradable.

     

    C.       Denis
      H. Mark and James H. Alexander understand the provisions of Rule 144 promulgated
      under the Securities Act govern the resale of restricted securities. Assuming
      Denis H. Mark and James H. Alexander have complied with Rule 144 in their sale
      of restricted stock as generally set forth in Section 3(D) of this AGREEMENT,
      and the other requirements, if any, for resale under Rule 144 are met, when
      Denis H. Mark and James H. Alexander decide to sell their stock or remove the
      restrictions from their stock to make it unrestricted and freely tradable,
      WORLD
      AM shall request that its securities counsel, and its transfer agent, as
      applicable, shall provide the necessary services at WORLD AM’s expense in order
      to facilitate their sale of stock under Rule 144 or to otherwise make such
      restricted stock freely tradable. 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    D. Restrictions
      on Transfer.

     

    1.       Denis
      H. Mark and James H. Alexander agree not to make any disposition of all or
      any
      portion of their stock unless and until:

     

    (a)       There
      is then in effect a registration statement under the Securities Act covering
      such proposed disposition and such disposition is made in accordance with such
      registration statement; or

     

    (b)       (i)
      The dispositions of the stock are being made pursuant to Rule 144 of the
      Securities Act (ii) the holder seeking disposition (Denis H. Mark or James
      H.
      Alexander) shall have notified WORLD AM of the proposed disposition and shall
      have furnished WORLD AM with a statement of the circumstances surrounding the
      proposed disposition, and (iii) if necessary WORLD AM will obtain an opinion
      from its securities counsel that such disposition will not require registration
      of such shares under the Securities Act.

     

    2.       Each
      certificate representing shares of stock shall (unless otherwise permitted
      by
      the provisions of the Agreement) be stamped or otherwise imprinted with a legend
      substantially similar to the following (in addition to any legend required
      under
      applicable state securities laws):

     

    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933 (THE “ACT”)
      AND
      MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR
      HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY
      HAS
      RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL
      THAT
      SUCH REGISTRATION IS NOT REQUIRED.

     

    E.       WORLD
      AM covenants and agrees to comply with their applicable reporting requirements
      of the Security Exchange Act of 1934, as amended, pursuant to Rule 144(c)(1).
      If
      WORLD AM fails to meet such requirements, and as a result, Denis H. Mark and
      James H. Alexander are unable to sell their stock under Rule 144 at a time
      they
      desire upon request, WORLD AM shall promptly pay in cash the principal amount
      of
      the applicable convertible note’s stated conversion date, respectively $8,333.00
      dollars for each note held by Denis H. Mark and $16,667.00 dollars for each
      note
      held by James H. Alexander.

     

    


    
      	 	
              4.

            	
              Consideration: ALEXANDER
                understands and agrees that he would not receive the monies and/or
                benefits specified in paragraph 3, above, but for his execution of
                this
                AGREEMENT and the fulfillment of the promises contained
                herein.

            


    

     

    
      	 	
              5.

            	
              General
                Release of Claims: 

            


    

    


    A.       In
      exchange for, and in consideration of, the payments, benefits, and other
      commitments described above, ALEXANDER agrees to dismiss with prejudice his
      Lawsuit filed against WORLD AM (and any other claims or assertions of liability
      that may exist), and WORLD AM agrees to dismiss with prejudice its counterclaims
      against ALEXANDER. In addition, ALEXANDER, for himself and for each of
      his heirs,
      executors, administrators, and assigns, hereby fully releases, acquits, and
      forever discharges WORLD AM and each of its predecessors, successors and
      assigns, parent corporations, subsidiary corporations, affiliated corporations,
      and the officers, directors, shareholders, partners, employees, attorneys and
      agents, past and present, of each of the aforesaid entities (“Related Persons”)
      of and from any and all claims, liabilities, causes of action, demands to any
      rights, damages, costs, attorneys’ fees, expenses, and compensation whatsoever,
      of whatever kind or nature, in law, equity, or otherwise, whether known or
      unknown, vested or contingent, suspected, or unsuspected, that ALEXANDER may
      now
      have, has ever had, or hereafter may have relating directly or indirectly to
      the
      allegations in the Lawsuit, including, but not limited to, ALEXANDER’s
      employment with WORLD AM or the termination of his employment with WORLD AM.
      

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    B.       I
      acknowledge that I am knowingly and voluntarily waiving and releasing any rights
      I may have under the federal Age Discrimination in Employment Act of 1967,
      as
      amended (“ADEA”). I further acknowledge that I have been advised by this
      writing, as required by the ADEA, that: (i) my waiver and release do not apply
      to any rights or claims that may arise after the execution date of this
      AGREEMENT; (ii) I have been advised hereby that I have the right to consult
      with
      an attorney prior to executing this AGREEMENT; (iii) I have twenty-one (21)
      days
      to consider this AGREEMENT (although I may choose to voluntarily execute this
      AGREEMENT earlier); (iv) I have seven (7) days following the execution of this
      AGREEMENT by the Parties to revoke the AGREEMENT; and (v) this AGREEMENT will
      not be effective until the date upon which the revocation period has expired,
      which will be the eighth day after this AGREEMENT is executed by me, provided
      that WORLD AM has also executed this Agreement by that date (“Effective
      Date”).

    


    C.       Similarly,
      WORLD AM, for itself and its successors and assigns, parent corporations,
      subsidiary corporations, affiliated corporations, and the officers, directors,
      shareholders, partners, employees, attorneys and agents, past and present
      thereof, hereby fully releases, acquits, and forever discharges ALEXANDER and
      his heirs, executors, administrators, and assigns, of and from any and all
      claims, liabilities, causes of action, demands to any rights, damages, costs,
      attorneys’ fees, expenses, and compensation whatsoever, of whatever kind or
      nature, in law, equity, or otherwise, whether known or unknown, vested or
      contingent, suspected, or unsuspected, that WORLD AM may now have, has ever
      had,
      or hereafter may have relating directly or indirectly to the allegations in
      the
      Lawsuit, including, but not limited to, ALEXANDER’s employment with WORLD AM or
      the termination of his employment with WORLD AM.

    


    
      	 	
              6.

            	
              Tax
                Indemnification:
                ALEXANDER currently has a tax lien filed against him by the IRS associated
                with employment withholding taxes by WORLD AM, incurred while ALEXANDER
                was WORLD AM’S CEO. WORLD AM agrees to indemnify ALEXANDER for these tax
                amounts which includes penalties and interest.
                .

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	 	
              7.

            	
              Affirmations:
                ALEXANDER represents and affirms that, other than his Lawsuit referenced
                herein, he has no suits, claims, charges, complaints or demands of
                any
                kind whatsoever currently pending against WORLD AM with any local,
                state,
                or federal court or any governmental, administrative, investigative,
                civil
                rights or other agency or board. 

            


    

     

    
      	 	
              8.

            	
              No
                Assignment:
                The PARTIES represent and warrant that no person other than the
                signatories hereto had or has any interest in the matters referred
                to in
                this AGREEMENT, that the PARTIES have the sole right and exclusive
                authority to execute this AGREEMENT, and that the PARTIES have not
                sold,
                assigned, transferred, conveyed, or otherwise disposed of any claim,
                demand or legal right that is the subject of this
                AGREEMENT.

            


    

     

    
      	 	
              9.

            	
              Governing
                Law and Jurisdiction:
                This AGREEMENT shall be governed and conformed in accordance with
                the laws
                of the state of Colorado without regard to its conflict of laws provision.
                In the event ALEXANDER or
                WORLD AM breaches any provision of this AGREEMENT, ALEXANDER and
                WORLD AM
                affirm that either may institute an action to specifically enforce
                any
                term or terms of this AGREEMENT.

            


    

     

    
      	 	
              10.

            	
              No
                Admission of Liability:
                The PARTIES agree that neither this AGREEMENT nor the furnishing
                of the
                consideration for this AGREEMENT shall be deemed or construed at
                anytime
                for any purpose as an admission by WORLD AM of any liability or unlawful
                conduct of any kind.

            


    

     

    
      	 	
              11.

            	
              Headings:
                The headings of the provisions herein are intended for convenient
                reference only, and the same shall not be, nor be deemed to be,
                interpretative of the contents of such
                provision.

            


    

     

    
      	 	
              12.

            	
              Modification
                of Agreement:
                This AGREEMENT may not be amended, revoked, changed, or modified
                in any
                way, except in writing executed by all PARTIES. .
                

            


    

     

    
      	 	
              13.

            	
              Interpretation:
                The language of all parts of this AGREEMENT shall in all cases be
                construed as a whole, according to its fair meaning, and not strictly
                for
                or against any of the PARTIES. This AGREEMENT has been negotiated
                by and
                between attorneys for the PARTIES and shall not be construed against
                the
                “drafter” of the AGREEMENT. If any portion or provision of this AGREEMENT
                (including, without implication of limitation, any portion or provision
                of
                any section of this AGREEMENT) is determined to be illegal, invalid,
                or
                unenforceable by any court of competent jurisdiction and cannot be
                modified to be legal, valid, or enforceable, the remainder of this
                AGREEMENT shall not be affected by such determination and shall be
                valid
                and enforceable to the fullest extent permitted by law, and said
                illegal,
                invalid, or unenforceable portion or provision shall be deemed not
                to be a
                part of this AGREEMENT. 

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	 	
              14.

            	
              Binding
                Nature of Agreement:
                This AGREEMENT shall be binding upon each of the PARTIES and upon
                their
                respective heirs, administrators, representatives, executors, successors,
                and assigns, and shall inure to the benefit of each party and to
                their
                respective heirs, administrators, representatives, executors, successors,
                and assigns.

            


    

     

    
      	 	
              15.

            	
              Entire
                Agreement:
                This AGREEMENT sets forth the entire AGREEMENT between the parties
                hereto,
                and fully supersedes any prior obligation of WORLD AM to ALEXANDER.
                ALEXANDER acknowledges
                that he has
                not relied on any representations, promises, or agreements of any
                kind
                made to him in connection with his decision to accept this AGREEMENT,
                except for those set forth in this
                AGREEMENT.

            


    

     

    
      	 	
              16.

            	
              Notice
                Requirements:
                Each notice (“Notice”) provided for under this AGREEMENT, must comply with
                the requirements as set forth in this paragraph. Each Notice shall
                be in
                writing and sent by facsimile or depositing it with a nationally
                recognized overnight courier service that obtains receipts (such
                as
                Federal Express or UPS Next Day Air), addressed to the appropriate
                party
                (and marked to a particular individual’s attention, if so indicated) as
                hereinafter provided. Each Notice shall be effective upon being so
                telecopied or deposited, but the time period in which a response
                to any
                notice must be given or any action taken with respect thereto shall
                commence to run from the date of receipt of the Notice by the addressee
                thereof, as evidenced by the return receipt. Rejection or other refusal
                by
                the addressee to accept or the inability to deliver because of a
                changed
                address of which no Notice was given shall be deemed to be the receipt
                of
                the Notice sent. Any party shall have the right from time to time
                to
                change the address or individual’s attention to which notices to it shall
                be sent by giving to the other party at least ten (10) days prior
                Notice
                thereof. The PARTIES’ addresses for providing Notices hereunder shall be
                as follows:

            


    

     

    WORLD
      AM

    c/o
      Robert Hovee, 

    4340
      Von Karman Avenue, Suite 200

    Newport
      Beach, California 92660

    949.955.5355

    


    cc:
      Ronald G. Rossi, Esquire

    Greenberg
      Traurig LLP

    1200
      Seventeenth Street, Suite 2400

    Denver,
      Colorado 80202

    303.572.6500

    FAX:
      720-904-7689

    


    JAMES
      H.
      ALEXANDER

    c/o
      Denis H. Mark, Esquire 

    Waller
      & Mark, PC

    5105
      DTC Parkway, Suite 450

    Greenwood
      Village, Colorado 80111

    303.741.4741

    FAX:
      303-220-8150

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    
      	 	
              17.

            	
              Selective
                Enforcement:
                The PARTIES agree that the failure of any party to enforce or exercise
                any
                right, condition, term, or provision of this AGREEMENT shall not
                be
                construed as or deemed a relinquishment or waiver thereof, and the
                same
                shall continue in full force and
                effect.

            


    

     

    
      	 	
              18.

            	
              Voluntariness.
                THE
                PARTIES REPRESENT AND AGREE THAT EACH IS VOLUNTARILY ENTERING INTO
                THIS
                AGREEMENT. PLEASE READ THIS SETTLEMENT AGREEMENT CAREFULLY. THIS
                AGREEMENT
                AND GENERAL RELEASE OF ALL CLAIMS INCLUDES A RELEASE OF ALL KNOWN
                AND
                UNKNOWN CLAIMS.

            


    

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    ACCEPTED
      AND AGREED:

    


    


    
      	
               

            	 	
               

            
	
              JAMES
                H. ALEXANDER

            	 	
              Date

            


    

    


    STATE
      OF
      COLORADO      )

                                                     
      )
      ss

    COUNTY
      OF
      __________  )

    


    BEFORE
      ME, the undersigned authority on this _____ day of _______, 2008, personally
      appeared JAMES H. ALEXANDER, known to me to be the person whose name is
      subscribed to the foregoing instrument and signed in my presence and swore
      upon
      oath this AGREEMENT was executed for the purposes and consideration therein
      expressed.

     

    SUBSCRIBED
      AND SWORN TO BEFORE ME on this _____ day of _________, 2008, to certify which
      witness my hand and seal of office.

     

    


    __________________________________________

    NOTARY
      PUBLIC - STATE OF COLORADO

    


    __________________________________________

    (Printed
      Name of Notary)

    My
      Commission Expires:

    


    ____________________

    


    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    FOR
      THE PURPOSES OF SECTION 3 ONLY, ACCEPTED AND AGREED:

     

    
      


      
        	
                 

              	 	
                 

              
	
                
                  DENIS
                    H. MARK

                

              	 	
                Date

              


      

      


      STATE
        OF
        COLORADO      )

                                                       
        )
        ss

      COUNTY
        OF
        __________  )

       

    

    BEFORE
      ME, the undersigned authority on this _____ day of _______, 2008, personally
      appeared DENIS H. MARK, known to me to be the person whose name is subscribed
      to
      the foregoing instrument and signed in my presence and swore upon oath this
      AGREEMENT was executed for the purposes and consideration therein
      expressed.

     

    SUBSCRIBED
      AND SWORN TO BEFORE ME on this _____ day of _________, 2008, to certify which
      witness my hand and seal of office.

     

    


    __________________________________________

    NOTARY
      PUBLIC - STATE OF COLORADO

    


    __________________________________________

    (Printed
      Name of Notary)

    My
      Commission Expires:

    


    ____________________

     

     

    
 

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    ACCEPTED
      AND AGREED:

    WORLD
      AM, INC.

     

    By:
      _________________________

     

    Its:
      _________________________

     

     

    Dated:
      ______________________, 2008

     

    


    APPROVED
      AS TO FORM:

    


    


    


    By:
      _________________________

    Ronald
      G.
      Rossi, Esq.

    GREENBERG
      TRAURIG, LLP

    1200
      17th
      Street,
      Suite 2400

    Denver,
      CO 80202

    303.572.6500

    


    Attorneys
      for Defendant World Am, Inc.

     

     

    
 

    
      
        
        

      

      
        10