Exhibit
10.12




FACTORING AGREEMENT
AMENDMENT AGREEMENT








THIS AGREEMENT is
made as of the _____ day of December, 2007 between WIRELESS AGE COMMUNICATIONS
LTD., a corporation incorporated under the laws of Saskatchewan (“Wireless Age”), and WIRELESS SOURCE
DISTRIBUTION LTD., a corporation incorporated under the laws of Saskatchewan
(“Wireless Source”), and
NEWLOOK INDUSTRIES CORP., a corporation incorporated under the laws of British
Columbia (“Newlook”),
and WIRELESS AGE COMMUNICATIONS, INC., a corporation incorporated under the laws
of Nevada (“WACL”), and
ONLINETEL CORP., a corporation incorporated under the laws of Canada (“Onlinetel”), and TCE CAPITAL
CORPORATION, a corporation amalgamated under the laws of the Province of Ontario
(“TCE”).





WHEREAS Wireless
Age, Wireless Source , WACL and TCE are parties to a certain factoring agreement
dated as of January 9, 2006 (the “Factoring
Agreement”);





AND WHEREAS the
parties desire to amend the Factoring Agreement to provide for Newlook to be
added as an “Assignor” and Onlinetel to be added as an “Additional Convenator”
within the respective meanings of such terms under the Factoring
Agreement.





NOW THEREFORE in
consideration of the mutual agreements and covenants herein contained and for
other good and valuable consideration now paid by each of the parties hereto to
the other (the receipt and sufficiency of which are hereby acknowledged), the
parties agree as follows:





1.           Newlook
is hereby added as a party to the Factoring Agreement and shall be regarded in
all respects and for all purposes as an “Assignor” within the meaning of the
Factoring Agreement.





2.           Onlinetel
is hereby added as a party to the Factoring Agreement and shall be regarded in
all respects and for all purposes as an “Additional Covenantor” within the
meaning of the Factoring Agreement.





3.           Newlook
and Onlinetel agree to be bound by the provisions of the Factoring Agreement as
an Assignor and as an Additional Covenantor respectively.





4.           This
Agreement, the Factoring Agreement, together with a certain terms letter dated
December 23, 2005 from TCE to Wireless Age and Wireless Source as accepted by
Wireless Age and Wireless Source and by WACL, as amended by a certain terms
amendment letter dated December 4, 2007 from TCE to Wireless Age, Wireless
Source and Newlook, and the “Security” provided for therein, constitute the
entire agreement between the parties hereto with respect to all matters herein
and therein.





5.           The
Factoring Agreement is otherwise confirmed and the terms and conditions thereof
shall continue in full force and effect as amended, modified and supplemented by
this Agreement.  This Agreement shall form part of the Factoring
Agreement and shall be interpreted in accordance with the terms and provisions
of the Factoring Agreement and, for greater certainty, all general provisions
thereof  are incorporated herein.













IN WITNESS WHEREOF
the parties hereto have duly executed and delivered this Agreement as of the
date first above written.





TCE CAPITAL CORPORATION(TCE)
            
            WIRELESS
      AGE COMMUNICATIONS LTD. (Wireless Age)By:_____________________________
            
            By:_______________________________Name:
            
            Name:Gary
      HokkanenTitle:
            
            Title:Chief
      Financial Officer(Authorized
      Signing Officer)
            
            (Authorized
      Signing Officer)WIRELESS
      SOURCE DISTRIBUTION
            
            NEWLOOK
      INDUSTRIES CORP.LTD.
            
            (Newlook)(Wireless
      Age)By:______________________________
            
            By:______________________________Name: Gary
      Hokkanen
            
            Name:  John
      G. SimmondsTitle: Chief
      Financial Officer
            
            Title:    CEO
      and President(Authorized
      Signing Officer)
            
            (Authorized
      Signing Officer)WIRELESS
      AGE COMMUNICATIONS,
            
            ONLINETEL
      CORP.INC.
            
            (Onlinetel)(WACI)By:_____________________________
            
            By:______________________________Name: Gary
      Hokkanen
            
            (Authorized
      Signing Officer)Title: Chief
      Financial Officer(Authorized
      Signing Officer)