AMENDMENT NO. 1 TO FACTORING
AGREEMENT
 
 This Amendment No. 1 to Factoring
Agreement (this “Amendment”) is entered into as of January 1, 2010, (the
“Effective Date”) by and between FTC COMMERCIAL CORP. (“FTC” or “we” or “us”)
and WILLIAM RAST SOURCING, LLC Client” or “you”) with reference to the
following:
 
 A.      WHEREAS,
FTC and Client are parties to a Factoring Agreement date October 1, 2006, the
provisions of which are incorporated into this Amendment.  (The
Factoring Agreement dated October 1, 2006, as it may have been amended from time
to time, is referred to in this Amendment as the “Factoring
Agreement.”)
 
 B.      WHEREAS,
FTC and Client desire to amend the Factoring Agreement, as set forth in this
Amendment.
 
 NOW,
THEREFORE, the parties agree as follows:
 
 1.     Capitalized
terms used in this Amendment, which are not otherwise defined in this Amendment,
shall have the meanings assigned to them in the Factoring
Agreement.
 
 2.      In
Section 28 of
the Factoring Agreement, there is a portion that reads as follows:
 
 if to
Client,                                                        WILLIAM
RAST SOURCING, LLC
 150 West Jefferson
 Los Angeles, CA 90007
 Attn:  _____________________
 Telephone: (213) 745-2123
 Telecopy: (213) 745-2032
 
 The
aforesaid part of Section 28 is amended
to read as follows:
 
 if to
Client,                                                        WILLIAM
RAST SOURCING, LLC
 1212 So. Flower, 5th
Floor
 Los Angeles, CA 90015
 Attn:  _____________________
 Telephone:  ________________
 Telecopy:  _________________
 
 3.      Except
as amended by this Amendment, the Factoring Agreement shall remain in full force
and effect and unmodified.  Client hereby reaffirms each and every one
of its representations, warranties and covenants under the Factoring
Agreement.
 
 4.      Any
reference in the Factoring Agreement to “this Agreement”, “herein”, “hereunder”
or words of similar meaning shall mean the Factoring Agreement, as amended by
this Amendment.  If there are any conflicts between this Amendment and
the original Factoring Agreement dated October 1, 2006 and any of the previous
amendments to the Factoring Agreement the provisions
  Amendment No. 1 to Factoring
Agreement
 1
of 2 pages
 of this
Amendment shall control.
 
 5.      Client
hereby represents and warrants to FTC that this Amendment has been duly
authorized by all necessary action on the part of Client and constitutes a valid
and legally binding obligation of Client, enforceable against Client in
accordance with its terms.
 
 6.      This
Amendment shall be governed by the laws of the State of California without
regard to the conflicts of law principles thereof.
 
 7.      The
Factoring Agreement, as amended by this Amendment and prior amendments, if any,
constitutes the entire agreement between Client and FTC as to the subject matter
in this Amendment and may not be altered or amended except by written agreement
signed by Client and FTC.  No provision of this Agreement may be
waived by us except upon written waiver executed by FTC and Client.
 
 8.      This
Amendment may be executed in two or more counterparts and by facsimile or email
(pdf) signature, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
 
 9.      The
“Effective Date” of this Amendment is the date on which it is executed by the
final signatory to this Agreement, whether that signatory is FTC or Client. The
final signatory shall fill in the Effective Date in the opening paragraph on
page 1 of this Amendment.
 
 
 
 WILLIAM
RAST SOURCING, LLC
 
 Date:      _____________________
 
 By:
              _______________________
 Name:
 Title:
 
 
 
 FTC
COMMERCIAL CORP.
 
 Date:      _____________________
 
 By:
              _______________________
 David
      Ptacek
 Vice-President
 
   Amendment No. 1 to Factoring
Agreement
 2
of 2 pages