exh10-35.htm


    EXHIBIT 10.35


      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
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      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

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