ex10_48.htm


     

    
      

      

    

    
 

    Exhibit
      10.48

    


    


    FACTORING
      AGREEMENT AMENDMENT AGREEMENT

    


    


    THIS
      AGREEMENT is made as of the 13 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
                  Hokkanen

              	 
	
                Title:

              	 	
                Title:     Chief
                  Financial Officer

              	 
	
                (Authorized
                  Signing Officer)

              	 	
                (Authorized
                  Signing Officer)

              	 
	 	 	 	 
	
                WIRELESS
                  SOURCE DISTRIBUTION LTD.

                (Wireless
                  Age)

              	 	
                NEWLOOK
                  INDUSTRIES CORP.

                (Newlook)

                 

              	 
	
                BY:

              	 	
                BY:

              	 
	
                Name:   Gary
                  Hokkanen

              	 	
                Name:  John
                  G. Simmonds

              	 
	
                Title:     Chief
                  Financial Officer

              	 	
                Title:    CEO
                  and President

              	 
	
                (Authorized
                  Signing Officer)

              	 	
                (Authorized
                  Signing Officer)

              	 
	 	 	 	 
	
                WIRELESS
                  AGE COMMUNICATIONS, INC.

                (WACI)

                 

              	 	
                ONLINETEL
                  CORP.

                (Onlinetel)

              	 
	
                BY:

              	 	
                BY:

              	 
	
                Name:   Gary
                  Hokkanen

              	 	
                Name:  Jason
                  Moretto

              	 
	
                Title:     Chief
                  Financial Officer

              	 	
                Title:    President

              	 
	
                (Authorized
                  Signing Officer)

              	 	
                (Authorized
                  Signing Officer)