STOCK TRANSFER
AGREEMENT

     

    THIS STOCK TRANSFER AGREEMENT (this
“Agreement”) is made and
entered into as of the 24 day of August, 2009, by and among Amerex Companies,
Inc., an Oklahoma corporation (“Amerex”), CAMOFI Master, LDC,
a Cayman Islands limited duration company (“Lender”), and WES&A
Holdings, LLC, a Missouri limited liability company, as designee of
Lender.

    


    WITNESSETH:

     

    WHEREAS, Lender and Amerex are parties
to a Securities Purchase Agreement, dated as of November 21, 2005 (as further
amended, modified or supplemented from time to time, the “Purchase Agreement”), pursuant
to which Amerex originally issued 10% Senior Secured Convertible Notes due
November 21, 2007 (the “Notes”), to Lender in the
aggregate principal amount of $6,000,000; and

     

    WHEREAS, pursuant to a series of letter
agreements executed between December 19, 2007, and September 9, 2008, between
Amerex and Lender, (i) the maturity date of the Notes was extended from November
21, 2007, to November 21, 2010, and the interest rate on the Notes was increased
from 10% to 12%; (ii) Amerex issued to Lender a new promissory note in the
aggregate principal amount of $5,141.648 (the “New Note”) and; (iii) Amerex
issued and continues to issue to Lender additional promissory notes
substantially identical to the Notes (the “Additional Notes”)
representing additional monies loaned to Amerex, its parent company, the Amerex
Group, Inc., and Waste Express, Inc., wholly owned subsidiary of Amerex
(collectively, the “Company”) by Lender for
operating expenses and certain interest payments due under the Notes and New
Note; and

     

    WHEREAS, on August 31, 2006, Amerex
entered into an agreement with Lender for a line of credit of $1,500,000 (the
“LOC”), which was
subsequently increased to a maximum borrowing amount of $1,925,301;
and

     

    WHEREAS, Amerex executed in favor of
Lender a Security Agreement dated November 21, 2005 (as further amended,
modified or supplemented from time to time, the “Security Agreement”), granting
Lender a security interest in certain collateral, including but not limited to
goods, machinery, equipment, vehicles, rolling stock, inventory, contract
rights, accounts and general intangibles, whether now owned or after-acquired,
wherever situated, and all proceeds, products or accounts thereof (the “Personal Property”), including
all of Amerex’s interest in 100% of the issued and outstanding common stock of
Waste Express (the “Stock”), to secure all of the
Company’s obligations under the Notes, New Note, Additional Notes and any other
instruments, agreements or other documents executed or delivered in connection
therewith, including any amendments, modifications or extensions (the “Indebtedness”);
and

    


    WHEREAS, the Purchase Agreement, the
Notes, New Note, Additional Notes, LOC, Security Agreement and all other
agreements, documents and instruments heretofore, now or hereafter executed in
connection therewith are hereinafter collectively referred to as the “Loan Documents”);
and


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    WHEREAS, the amount due and owing to
Lender under the Loan Documents as of August 7, 2009 is approximately
$27,891,959; and

    


    WHEREAS, one or more material defaults
now exist under the terms of the Loan Documents, including, without limitation,
the Company’s failure to pay amounts currently due and owing; and

    


    WHEREAS, Amerex acknowledges that
Lender has no further commitment or obligation to make any additional loans,
advances or other credit accommodations to the Company under any of the Loan
Documents and that Lender is entitled to immediately exercise all of its rights
and remedies under the Loan Documents, and as otherwise provided by law, which
rights and remedies include, but are not limited to, foreclosing on its security
interests in and/or liens on any or all of the Stock; and

    


    WHEREAS, Amerex is unable and/or
unwilling to cure said defaults and Lender is left to pursue its various
remedies available to it under the Loan Documents; and

    


    WHEREAS, Amerex has consulted with
counsel as to the business and legal aspects of the matter.

    


    NOW, THEREFORE, in consideration of the
mutual covenants hereof and for other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the parties hereto do
hereby agree as follows:

     

    AGREEMENT

     

    1.            Accuracy of
Recitals.  The foregoing recitals are true and correct and are
deemed to be a part of this Agreement.

     

    2.            Absolute Conveyance and
Right of Redemption.  In consideration for partial satisfaction
of the Indebtedness, Amerex hereby irrevocably transfers and conveys to Lender
(or its designee) all of its right, title and interest in the
Stock.  The conveyance of Stock by Amerex under this Agreement is
intended to be and is acknowledged by Amerex to effect an absolute conveyance
and unconditional transfer of its interest in the Stock and all right, title,
interest, income, issues, revenues, royalties and profits in connection
therewith as of the date hereof, and is not given as security; provided,
however, title to the Stock shall remain subject to the Security Agreement to
the full extent of the Indebtedness and all obligations arising
thereunder.  In the event that, contrary to the foregoing, it is at
any time hereafter determined that Amerex had any equitable and/or statutory
rights of redemption for the Stock, then, for the consideration herein set
forth, Amerex hereby sells, transfers and conveys such rights to Lender or its
designee and waives for itself any and all equitable or statutory rights of
redemption with respect to the Stock.

     

    3.            Representations, Warranties,
and Covenants.  Amerex represents, warrants, acknowledges and
covenants as follows:


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    (a)   Amerex
is a corporation duly organized, validly existing and in good standing under the
laws of the State of Oklahoma with full power and authority to own, lease, use
and operate its properties and to carry on its business as and where owned,
leased, used, operated and conducted.

     

    (b)   Waste
Express is a corporation duly organized, validly existing and in good standing
under the laws of the State of Missouri with full power and authority to own,
lease, use and operate its properties and to carry on its business as and where
owned, leased, used, operated and conducted.

     

    (c)   The
Stock was and is duly authorized, validly issued, fully paid and nonassessable,
and free from all taxes, liens, pledges, mortgages, hypothecations, deeds of
trust, charges, claims and encumbrances of any nature whatsoever (collectively,
“Liens”) and shall not
be subject to preemptive rights or similar rights of stockholders of Amerex and
will not impose personal liability upon the holder thereof, and Lender (or its
designee) will receive good title with respect thereto free of any
Liens.

     

    (d)   The
Stock conveyed consists of 2,000 shares of issued and outstanding common stock
of Waste Express, issued to Amerex, and constitutes all of the issued and
outstanding common stock of Waste Express and there are no securities issued and
outstanding nor has Amerex entered into any agreement, arrangement or
understanding to issue any securities which are convertible into or exchangeable
or exercisable for any common stock of Waste Express.  A true and
correct copy of the certificate for the Stock is attached hereto as Exhibit A.

     

    (e)   No
notice of any unresolved violation of any statute, law or ordinance has been
received from any governmental authority having jurisdiction over the Stock,
except as set forth in Exhibit F to the Agreement, including the federal and
state tax liens.

     

    (f)   Amerex
has not sold, assigned, conveyed, transferred, mortgaged, hypothecated, pledged
or encumbered or otherwise permitted any Lien to be incurred with respect to the
Stock, or any portion thereof, except for the Security Agreement.

     

    (g)   It
has all requisite power and authority to enter into and perform its obligations
under this Agreement and the transactions contemplated herein.  All
acts and other proceedings required to be taken by, or taken on the part of each
to authorize it to carry out this Agreement and consummate the conveyance and
other transactions contemplated herein have been duly and properly
taken.

     

    (h)   The
execution and delivery of this Agreement and the performance by it of all
transactions contemplated by this Agreement (including the execution and
delivery of all documents required by this Agreement to be executed and
delivered by it) do not breach any contractual covenants or restrictions between
it and any third party; do not conflict with or violate any provision of its
Articles of Incorporation or By-laws, as each may have been amended to date; do
not create or cause to be created any Lien on the Stock, other than those
permitted by this Agreement; do not conflict with any applicable laws or with
any applicable public or private restrictions; do not require any consent or
approval of any public or private authority; will not result in a violation of
any law, rule, regulation, order, judgment or decree (including federal and
state securities laws and regulations) applicable to Amerex or by which any
property or asset of Amerex is bound or affected; and are not threatened with
invalidity or unenforceability by any action, proceeding (including bankruptcy
or insolvency proceedings), investigation pending or threatened by or against it
or the Stock.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    (i)   The
intent of Amerex in entering into this Agreement and effecting the transfer and
conveyances contemplated herein is not, and shall not be, intended to hinder,
delay or defraud any creditors of Amerex.  Amerex believes that the
outstanding indebtedness under the Loan Documents exceeds the value of the
Stock, the conveyance documents are not intended as a preference or fraudulent
conveyance as defined in the United States Bankruptcy Code of 1978, as amended
(the “Code”), as against
any other creditor of Amerex.  As of the date hereof, there is no
other person or entity nor any other creditors whose rights would be prejudiced
by such conveyance of the Stock by Amerex.  In executing and
delivering the conveyance documents, it is Amerex’s intention not to prejudice
the rights of any such other creditor; and Amerex is not obligated upon any debt
whereby any Lien has been created or exists against the Stock, which Lien is
senior to the Lien and security interests of the Loan Documents given to
Lender.  The conveyance of the Stock and the releases described herein
are intended by Amerex to be, and are made as, a contemporaneous exchange for
new value to Amerex, and Amerex has not entered into this Agreement to provide
preferential treatment to Lender or any other creditor.

     

    (j)   This
Agreement represents Amerex’s efforts to reorganize and restructure its
financial obligations with respect to the Stock and the Indebtedness and
therefore Amerex agrees that it will not seek relief under the
Code.  Amerex further agrees that, should a voluntary or involuntary
bankruptcy be filed by or against any Amerex, it will not contest a motion to
dismiss, to abstain or to lift the automatic stay, based upon this Agreement and
the settlement it contemplates.  Amerex further acknowledges that the
exercise of any bankruptcy court’s discretion to determine to dismiss or suspend
the proceeding pursuant to 11 U.S.C. § 305(a)(1) is not reviewable by appeal or
otherwise pursuant to the provisions of 11 U.S.C. § 305(c).  Amerex
hereby acknowledges and agrees that its representations and agreements set forth
in this paragraph constitute a material inducement for Lender’s acceptance of
the Stock from Amerex pursuant to this Agreement and that Lender’s acceptance of
the Stock is in reliance upon such representations and agreements.

     

    (k)   Each
Loan Document and this Agreement are the product and result of arm’s length
negotiations between the parties and no party has exerted or attempted to exert
improper or unlawful pressure or in any way attempted to induce, through threats
or otherwise, the execution of any Loan Document or this Agreement by any other
party to such Loan Document, Stock transfer document, or this
Agreement.  Each term, provision, stipulation, representation,
warranty and all other facts, matters and agreements set forth in, referenced in
or otherwise made a part of any or all of the Loan Documents and this Agreement
are the results of arm’s length bargaining between the parties to the respective
documents.  Without in any way limiting the generality of the
foregoing, at all times during the course of the negotiation surrounding the
execution of any Loan Document or this Agreement, Amerex has, to the extent it
has deemed necessary or advisable in its sole discretion, been advised and
assisted by competent legal counsel, that counsel has been present and has
actively participated in the negotiations surrounding the respective documents
and that it has been fully advised by counsel of its choosing of the effect of
each term, provision and stipulation contained within such document. Amerex has
conducted such investigation of the facts, circumstances and other matters
surrounding or in any way involving or otherwise material to any term,
conditions, provision or statement contained in the Loan Documents and this
Agreement and the contractual relationships created thereby and all other facts,
matters and circumstances as it, in its sole and absolute discretion, deems
material, and it has not relied upon any facts, statements or representations
made by the Lender or its designee or Lender or its designee’s
agents.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    The
representations, warranties, and covenants set forth above in this Section shall
survive the closing of the transactions contemplated by this
Agreement.

    


    4.            Reservation of Right to Seek
Deficiency.  Lender expressly reserves, and does not waive, the
right to seek judgment for the deficiency owed on the Indebtedness after
disposition of the Stock in accordance with this Agreement and Lender’s rights
under the Loan Documents and applicable law.

     

    5.            Release.  Amerex
hereby releases and forever discharges the Lender and each and every one of its
members, shareholders, affiliates, related entities, subsidiaries, parent
corporations and their respective agents, officers, executives, employees,
predecessors and/or successors in interest, attorneys, directors and assigns
from any and all matters, claims, charges, demands, damages, causes of action,
debts, liabilities, controversies, judgments, and suits of every kind and nature
whatsoever, foreseen or unforeseen, known or unknown, which have arisen between
the Lender and any such Company entity in connection with any of the Loan
Documents or otherwise relating to the Stock, including, without limitation,
those that were or could have been asserted, whether known or
unknown.  Amerex agrees not to file suit or otherwise submit any
charge, claim, complaint, grievance or action to any agency, court,
organization, or judicial forum (nor will they permit any person, group of
persons, or organization to take such action on their behalf) against the Lender
or any of its related entities, its successors or assigns arising out of any
actions or non-actions that have occurred to the date of this release of claims
with respect to the Loan Documents.  Amerex further agrees that in the
event that any person or entity should bring such a charge, claim, complaint, or
action on their behalf, they hereby waive and forfeit any right to recovery
under said claim and will exercise every good faith effort to have such claim
dismissed.

     

    6.            Documents to be Provided at
Closing.  On or before the Closing Date, Amerex shall provide
to Lender (or its designee) the following executed original
documents:

     

    (a)   This
Agreement, fully executed;

     

    (b)   The
original stock certificates for the Stock duly executed for transfer;
and


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    (c)   Waste
Express’ stock ledger, all books, records, contracts, keys relating to Waste
Express; and

     

    (d)   Such
other documents or instruments reasonably necessary to effectuate the terms of
this Agreement.

     

    7.            Cooperation.  Prior
to and at all times following the date on which Lender accepts title to the
Stock, Amerex agrees to execute and deliver, or to cause to be executed and
delivered, such documents and to do, or cause to be done, such other acts and
things as might reasonably be requested by any party to this Agreement to assure
that the benefits of this Agreement are realized by the parties.  From
and after the date hereof, Amerex further covenants and agrees that it will not
place any restrictions, Liens or other agreements against the title to the
Stock, and that any such restriction, Lien or other agreement shall be void
without having first received Lender’s written consent.

     

    8.            No
Merger.  The parties acknowledge and agree that the Loan
Documents will remain in full force and effect after the transactions
contemplated by this Agreement have been consummated.  The parties
further acknowledge and agree that the interest of Lender in the Stock created
by all of the conveyances provided for herein will not merge with the interest
of Lender in the Stock under the Loan Documents.  It is the express
intention of each of the parties that such interests of Lender in the Stock will
not merge, but be and remain at all times separate and distinct, notwithstanding
any union of said interest in Lender at any time by purchase, termination or
otherwise and that the liens held by Lender against the Stock created by the
Loan Documents will remain at all times valid and continuous against the
Stock.

     

    9.            Foreclosure
Proceedings.  Amerex hereby covenants and agrees that it will
not interfere with or oppose Lender in, and hereby consents to,
any:

     

    (a)   foreclosure
proceedings by court action or otherwise, or any other proceedings instituted by
Lender in connection with realizing upon the security granted pursuant to the
Security Agreement and other Loan Documents, including the right to institute
proceedings against Amerex in order to effectuate such foreclosure;
and

     

    (b)   action
to quiet title which may be instituted by Lender to perfect its right, title and
interest in the Stock.

     

    Amerex
waives the right to a hearing in connection with any such foreclosure proceeding
or other suit or proceedings, and further waives the right to require sale of
the Stock in any such suit to be made in parcels.  If Amerex contests
Lender’s right to proceed in any suit or other proceeding, in addition to Amerex
being liable to Lender or its designee for all damages which Lender may suffer
as a result thereof, Amerex acknowledges and agrees that it will be liable to
Lender for all reasonable attorneys’ fees and court costs incurred by Lender in
such suit.  This provision in this section shall survive the closing
of the transactions contemplated in this Agreement.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    10.          Disposition of Collateral
Governed by UCC.  Amerex hereby renounces and waives all rights
that are waivable under Article 9 of the Uniform Commercial Code (the “UCC”) of any jurisdiction in
which any of the Personal Property may now or hereafter be
located.  Without limiting the generality of the foregoing, Amerex
hereby (i) renounces any right to receive notice of any disposition by Lender,
as the secured party of any of the Personal Property pursuant to Section 9-611
of the UCC, whether such disposition is by public or private sale under the UCC
or otherwise; (ii) waives any rights relating to compulsory disposition of any
of the Personal Property pursuant to Section 9-620 of the UCC; and (iii)
consents to Lender’s acceptance of the Personal Property in partial satisfaction
of the Indebtedness.  Amerex and Lender stipulate and agree that the
Company shall be entitled to a credit against the Indebtedness, in the amount of
$14,000,000, representing the fair market value of the Personal Property, in the
event that (i) Lender accepts the Stock as partial satisfaction of the
Indebtedness, pursuant to Section 9-620 of the UCC; or (ii) Lender or its
designee is the purchaser at a disposition of the Personal Property, pursuant to
Section 9-611 of the UCC.  Amerex also hereby acknowledges and agrees
that the transactions contemplated by this Agreement shall constitute a
commercially reasonable manner for the disposition of the Personal Property, or
any part thereof.  This provision in this section shall survive the
closing of the transactions contemplated in this Agreement

     

    11.          Revival of
Liability.  (a)  To the extent that any payment or
payments made to Lender under this Agreement, the Loan Documents, or any
conveyance of the Stock or payment or proceeds of any Stock received by Lender
in the reduction of the indebtedness evidenced therein or with respect to any of
the allocations evidenced by this Agreement or any related documents are
subsequently invalidated, declared to be fraudulent or preferential, set aside
and/or required to be repaid to a trustee, to the Company, to a surety, or any
other person liable for any of the obligations evidenced and/or secured by this
Agreement, the Loan Documents, or any other related documents, whether directly
or indirectly, as a debtor-in-possession or to a receiver or any other party
under any bankruptcy law, state or federal law, common law or equitable cause,
then the Liens created by the Loan Documents against the Stock and the portion
of the Indebtedness of the Company or such other liable person intended to have
been satisfied by such payment or proceeds hereunder, will be revived and will
continue in full force and effect as if such payment or proceeds had never been
received by Lender.

     

    (b)          If,
at any time following the transfer of Stock by Amerex to Lender or its designee
pursuant to this Agreement (i) the Company or any third-party creditor of the
Company undertakes any legal proceeding to rescind or set aside the conveyance
documents; (ii) any representation or warranty of Amerex contained herein shall
be untrue or Amerex should fail to comply with any covenant contained herein, or
(iii) the Stock, or any part thereof, must be returned by Lender for any reason,
including, without limitation, the insolvency, bankruptcy or reorganization of
the Company, Lender may, at its option, declare this Agreement to be null and
void by giving written notice to that effect to Amerex.  In such
event, Lender specifically reserves the right to exercise any right or remedy
which was available to Lender or exercisable by Lender prior to the execution of
this Agreement, including without limitation, any rights or remedies which
Lender may have as the holder of the Notes, the New Note and the Additional
Notes and any deeds of trust, mortgages or security agreements securing same,
including, without limitation, the right to commence foreclosure proceedings
pursuant to the Deeds of Trust; PROVIDED, HOWEVER, THAT THE LIMITATION PERIOD
FOR ANY SUCH FORECLOSURE, ENFORCEMENT OR EXERCISE OF OTHER REMEDY FOR PURPOSES
OF THE STATUTE OF LIMITATIONS SHALL NOT COMMENCE TO RUN UNTIL THE DATE UPON
WHICH LENDER DECLARES IN WRITING ITS DECISION TO DECLARE THIS AGREEMENT TO BE
NULL AND VOID AND OF NO FORCE AND EFFECT.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    12.          Miscellaneous
Provisions:  The parties hereto further agree as
follows:

     

    (a)   This
Agreement shall be binding upon Amerex and Lender and shall inure to the benefit
of the heirs, successors, and assigns of the respective parties
hereto.

     

    (b)   Whenever
notice is required or permitted hereunder, it shall be deemed effective when
delivered by reputable overnight courier or mailed, certified mail, postage
prepaid, to the parties at the following addresses:

     

    
      
        	
                If
      to Amerex:

              	
                Amerex
      Companies, Inc.

              
	 
      	
                Attention:
      Steven K. Onody

              
	 
      	
                1105
      N. Peoria Avenue

              
	 
      	
                Tulsa,
      Oklahoma  74106

              
	 
      	
                Fax:  (918)
      599-0786

              
	 
      	 
      
	
                With
      a copy to:

              	
                Moyers,
      Martin, Santee & Imel, LP

              
	 
      	
                c/o
      James E. Martin

              
	 
      	
                401
      S. Boston Avenue, Suite 110

              
	 
      	
                Tulsa,
      Oklahoma  74103

              
	 
      	 
      
	
                If
      to Lender:

              	
                CAMOFI
      Master LDC

              
	 
      	
                c/o
      Centrecourt Asset Management LLC

              
	 
      	
                Attention:
      Michael Loew

              
	 
      	
                350
      Madison Avenue, 8th
      Floor

              
	 
      	
                New
      York, New York  10017

              
	 
      	
                Fax:
      (646) 758-6751

              
	 
      	 
      
	
                With
      a copy to:

              	
                Bryan
      Cave, LLP

              
	 
      	
                Attention:  Michael
      Royle

              
	 
      	
                1200
      Main Street, Suite 3500

              
	 
      	
                Kansas
      City, Missouri  64105

              
	 
      	
                Fax:  (816)
      374-3300

              


      

    

    


    (c)   Various
representations, warranties, acknowledgments and agreements contained herein and
in documents executed by Amerex in conjunction herewith shall not merge into the
Stock to be delivered hereunder, but shall survive such delivery;

     

    (d)   Except
as otherwise specifically provided herein to the contrary, Lender is not
assuming or accepting any liabilities with respect to the Stock and Amerex
hereby agrees to defend, hold harmless and indemnify Lender against any and all
claims, causes of action and liabilities which may be asserted or established
against Lender which are beyond the scope of its undertakings under this
Agreement.  No person not a party to this Agreement will be a third
party beneficiary or acquire any rights hereunder.


    
      
         


      

      
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    (e)   It
is expressly acknowledged by Amerex that all agreements, representations,
warranties and acknowledgments contained herein and in documents executed by
Amerex in conjunction herewith shall survive the closing of the transactions
contemplated by this Agreement and the delivery and recording of any and all
documents given pursuant thereto.  Notwithstanding anything contained
herein or elsewhere to the contrary, nothing contained herein shall preclude
Lender from exercising its rights and remedies for any breach of any such
representation, warranty, acknowledgment or covenant and/or agreement of
indemnification subsequent to closing.

     

    (f)   This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original and all of which together shall constitute but
one and the same instrument.

     

    (g)   No
amendment to this Agreement shall be binding on either of the parties to this
Agreement unless such amendment is in writing and executed by both parties
hereto.

     

    (h)   This
Agreement and any claim, controversy or dispute arising under or related to this
Agreement, the relationship of the parties and/or the interpretation and
enforcement of the rights and duties of the parties, and all transactions
hereunder shall be governed by the laws of the State of New York, without giving
effect to its conflict of laws principles.  Amerex hereby agrees that
it shall bring any action, suit or proceeding (collectively, an “Action”), relating to or in
any manner whatsoever arising out of this Agreement, exclusively in the Federal
or state courts located in the Borough of Manhattan, New York, and that CAMOFI
may bring any Action in any jurisdiction it deems appropriate, and Amerex hereby
waives, to the maximum extent permitted by law, any objection, including any
objection based on forum non
conveniens, to the bringing of any such proceeding in such jurisdictions
or to any claim that such venue of the suit, action or proceeding is
improper.  Nothing in this paragraph shall affect or limit any right
to serve process in any other matter permitted by law.  If either
party shall commence an action or proceeding to enforce any provisions of this
Agreement, then the prevailing party in such action or proceeding shall be
reimbursed by the other party for its attorneys fees and other costs and
expenses incurred with the investigation, preparation and prosecution of any
such action or proceeding.

     

    (i)   TO THE MAXIMUM EXTENT PERMITTED BY
LAW, AMEREX AND LENDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE
RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, ARISING OUT
OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE STOCK, ANY OF THE DOCUMENTS
OF WHICH COPIES ARE ATTACHED AS EXHIBITS HERETO, ANY OTHER LOAN DOCUMENT, OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER VERBAL OR WRITTEN) OR
ACTION OF EITHER PARTY OR ANY EXERCISE BY ANY PARTY OF THEIR RESPECTIVE RIGHTS
UNDER THIS AGREEMENT, THE STOCK, ANY OF THE DOCUMENTS OF WHICH COPIES ARE
ATTACHED AS EXHIBITS HERETO, ANY OTHER LOAN DOCUMENT OR IN ANY WAY RELATING TO
THE LOAN OR THE STOCK (INCLUDING, WITHOUT LIMITATION, ANY ACTION TO RESCIND OR
CANCEL THIS AGREEMENT, AND ANY CLAIM OR DEFENSE ASSERTING THAT THIS AGREEMENT
WAS FRAUDULENTLY INDUCED, COERCED OR IS OTHERWISE  VOID OR VOIDABLE).
THIS WAIVER IS A MATERIAL INDUCEMENT TO LENDER TO ENTER THIS
AGREEMENT.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the parties hereto
have executed this Agreement this 24 day of August, 2009.

    


    [signature
page to follow]


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  AMEREX
      COMPANIES, INC.

                
	 
      
	
                  /s/ Stephen K. Onody

                
	
                  By:

                	
                  Stephen
      K. Onody

                
	
                  Title:

                	
                  Interim
      CEO

                
	 
      	 
      
	
                  CAMOFI
      MASTER LDC

                
	 
      
	
                  /s/Michael Loew

                
	
                  By:

                	
                  Michael
      Loew

                
	
                  Title:

                	
                  General
      Counsel

                
	 
      	 
      
	
                  WES&A
      HOLDINGS, LLC

                
	 
      
	
                  /s/ Daniel J McLaughlin

                
	
                  By:

                	
                  Daniel
      J McLaughlin

                
	
                  Title:

                	
                  Manager

                


        

      

    


    
      
         


      

      
         

        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    STOCK
CERTIFICATE


    
      
         


      

      
        12