**ADDENDUM
      TO FACTORING AGREEMENT**





This
      is
      an addendum to the original Factoring Agreement dated April 25, 2005 (the
“Original Agreement”) between World AM, Inc., a Nevada corporation (the
“Client”) and JJ Ellis, LLC, a Florida limited liability corporation (the
“Factor”).





This
      addendum to the Original Agreement is necessary to assist the Client with
      contract funding specific to the Bechtel Nevada Contract (“Bechtel Agreement” -
      see Exhibit C) which the Client has been awarded. All terms of the original
      agreement remain in force and unchanged unless specified in Section 1 of this
      document below (Changes to the Original Agreement). All terms and conditions
      specific for the Bechtel Agreement included below in Section 2 of this document
      are additive and will supersede the Original Agreement in the case of funding
      the Bechtel Agreement only. All future customers unless specified in a future
      amendment will follow the terms and conditions set forth in the Original
      Agreement and subsequent amendments.





**1.**  **Changes
      to the Original Agreement:**





In
      consideration for promptly providing funds at a higher risk then normal, Factor
      shall receive an additional $30,000.00 dollars in warrants. Section 1 part
      (g)
      of the original agreement shall be amended to state the following:




Upon
      signing this Agreement, Client shall pay to Factor a one-time Factoring and
      documentation origination fee $2,500 payable in equivalent free trading stock
      and Warrants to purchase shares $55,000.00 of Clients common stock for a period
      of three years. The number of Warrants to be received by Factor shall be
      determined by dividing $55,000 by the lesser of a 20% discount on the bid price
      on the day of execution or the lowest reported bid price of the Clients common
      stock during a 365 day period following the date of this agreement (the “Pricing
      Period”). If the Factor wishes to exercise the warrants prior to the termination
      of the Pricing Period, then the number of warrants received will be calculated
      based on the lesser of the lowest reported bid price of the Clients Common
      Stock
      since the date of this agreement or a 20% discount on the bid price on the
      day
      of execution. The warrants will have a cashless exercise provision





**2.**  **Terms
      and Conditions Specific for the Bechtel Agreement (see exhibit C)
      only:**





Factor
      will provide Client with contract funding of $33,000.00 on August 9, 2005
      (“Factor Date”) based on purchase orders from the Bechtel Agreement that will
      yield invoices that total over $130,000.00 in revenue for Client. Client will
      provide Purchase Orders From Bechtel Nevada, any third party invoices for
      materials from suppliers, bills of lading for completed product, and copies
      of
      Client invoices to Bechtel Nevada as generated for the Bechtel Agreement. Factor
      will receive a fee for the contract funding from the Factor Date based on the
      table below:










**Factor
      Fee Table**




0
                to 30 Days from Factor Date
            
            30
                to 60 Days from Factor Date
            
            60
                to 90 Days from Factor Date2.5%
            
            4%
            
            5%





Interest
      on unpaid balance will accrue at 18% annum calculated daily from the
      91 st day from
      Factor Date until full payment has been effected.





As
      payment is received for invoices for each purchase order and invoice for the
      Bechtel Agreement, Client will immediately notify Factor and after receiving
      the
      appropriate invoice from the Factor for the principle, factor fee,
      administrative fee, and miscellaneous costs as defined in the Original
      Agreement. Client will immediately remit to Factor the appropriate factor fee
      and return of principle.





As
      stated
      in the Original Agreement, Factor will also receive a 2% admin fee. This fee
      will be equal to 2% of the funding provided to Client or $660.00.





Factor
      will withhold all funds received for Factor Transaction ID# 1002 and 1003 due
      to
      Client until payment in full is received as defined for contract funding
      provided for the all purchase orders to factor for the Bechtel Agreement (see
      Exhibit C). Upon payment in full for the contract funding for the Bechtel
      Agreement, Factor will promptly release all funds due to Client.




Client:
            
            
            Factor:World AM, Inc.
            
            
            JJ ELLIS, LLCBy: /s/
              James Alexander
            
            
            By: /s/
              G. Raymond Pironti, Jr.Name:
                James Alexander
            
            
            Name:
                G. Raymond Pironti, Jr.Title:
                President and CEO
            
            
            Title:
                Managing PartnerDate:
                August 8, 2005
            
            
            Date:
                August 8, 2005




**AMENDMENT
      TO THE ADDENDUM TO FACTORING AGREEMENT**





This
      document is an Amendment to the Addendum to Factoring Agreement executed on
      August 8, 2005 (the “Addendum” - see Exhibit A) between World AM, Inc., a Nevada
      corporation (the “Client”) and JJ Ellis, LLC, a Florida limited liability
      corporation (the “Factor”). The effective date of this Amendment is October 7,
      2005.










This
      Amendment is necessary to provide the Client with additional funding specific
      to
      the Bechtel Nevada Contract identified in the Addendum as Exhibit C. All the
      terms of the Original Agreement and Addendum remain in force and unchanged
      unless specified below.





**A.**
            **Section
                one titled “1. Changes to the Original Agreement:” of the Addendum is
                revised to state the following:**





In consideration
      for promptly providing funds at a higher risk then normal, Factor shall receive
      an additional $35,000.00 dollars in warrants. Section 1 part (g) of the original
      agreement shall be amended to state the following:




Upon
      signing this Agreement, Client shall pay to Factor a one-time Factoring and
      documentation origination fee $2,500 payable in equivalent free trading stock
      and Warrants to purchase shares $60,000.00 of Clients common stock for a period
      of three years. The number of Warrants to be received by Factor shall be
      determined by dividing $60,000 by the lesser of a 20% discount on the bid price
      on the day of execution or the lowest reported bid price of the Clients common
      stock during a 365 day period following the date of this agreement (the “Pricing
      Period”). If the Factor wishes to exercise the warrants prior to the termination of the Pricing Period, then the number of warrants received will
      be
      calculated based on the lesser of the lowest reported bid price of the Clients
      Common Stock since the date of this agreement or a 20% discount on the bid
      price
      on the day of execution. The warrants will have a cashless exercise
      provision.





**B.**
            **Section
                2 titled “2. Terms and Conditions specific for the Bechtel Agreement (see
                exhibit C) only”; The first bullet point paragraph of this section is
                amended to state the following:**





Factor
                will provide Client with contract funding of $43,000.00 on August
                9, 2005
                (“Factor Date”) based on purchase orders from the Bechtel Agreement that
                will yield invoices that total over $130,000.00 in revenue for Client.
                Client will provide Purchase Orders from Bechtel Nevada, any third
                party
                invoices for materials from suppliers, bills of lading for completed
                product,and copies of Client invoices to Bechtel Nevada as generated for
                the
                Bechtel Agreement. Factor will receive a fee for the contract funding
                from
                the Factor Date based on the table below:





**Factor
      Fee Table**




0
                to 30 Days from Factor Date
            
            30
                to 60 Days from Factor Date
            
            60
                to 90 Days from Factor Date2.5%
            
            4%
            
            5%





**C.**
            **Section
                2 titled “2. Terms and Conditions specific for the Bechtel Agreement (see
                exhibit C) only”; The forth bullet point paragraph of this section is
                amended to state the following:**











As
      stated
      in the Original Agreement, Factor will also receive a 2% admin fee. This fee
      will be equal to 2% of the funding provided to Client or $860.00.





ALL
      OTHER
      TERMS AND CONDITIONS OF THE ADDENDUM REMAIN IN FULL FORCE AND
      EFFECT.




THIS
      AMENDMENT is executed by the persons signing below who warrant that they have
      the authority to execute this Amendment under the original Factoring
      Agreement




IN
      WITNESS WHEREOF, the CLIENT and the FACTOR have signed this
      Amendment.




Client:
            
            
            Factor:World AM, Inc.
            
            
            JJ ELLIS, LLCBy: /s/
              James Alexander
            
            
            By: /s/
              G. Raymond Pironti, Jr.Name:
                James Alexander
            
            
            Name:
                G. Raymond Pironti, Jr.Title:
                President and CEO
            
            
            Title:
                Managing PartnerDate:
                October 7, 2005
            
            
            Date:
                October 7, 2005