AMENDMENT NO. 2 TO FACTORING
AGREEMENT
 
 This Amendment No. 2 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.           Subpart
3 of the subsection of Section 23 of the
Factoring Agreement entitled “Interest Rate” currently reads as
follows:
 
 3.
              The
      Interest rate charged will be the Prime Rate plus one percent (1.0%)
      pursuant to this Section 23 or as otherwise set forth in this
      Agreement.
 
 The
aforesaid part of Section 23 is amended
to read as follows:
 
 3.
              The
      interest rate charged will be a variable rate equal to the Prime Rate plus
      two percent (2%), unless otherwise set forth in this Agreement. In no
      event will the interest rate charged exceed the maximum rate permitted by
      applicable law.
 
 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 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.
 
  Amendment No. 2 to Factoring
Agreement
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pages
 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
 Title:
Senior Vice-President
 
 
 
   Amendment No. 2 to Factoring
Agreement
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of 2 pages