Amendment to Assignment and Amendment to Factoring Agreement This Agreement hereby amends the Assignment and Amendment to Factoring Agreement dated October 8th, 1996 between Vertex Industries, Inc. having place of business at 23 Carol Street, Clifton,...

Amendment to Assignment and Amendment to Factoring Agreement

	This Agreement hereby amends the Assignment and Amendment to 
Factoring Agreement dated October 8th, 1996 between Vertex Industries, 
Inc. having place of business at 00 Xxxxx Xxxxxx, Xxxxxxx, Xxx Xxxxxx 
00000-0000, NetWeave Corporation, a Delaware corporation with offices 
at 0000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 and 
NetWeave Corporation (Europe) Limited, with offices at Xxxxxx Xxxxx, 
Xxxxx Xxxx Xxxx, Xxxxxxxxx, XX0 0XX, Xxxxxxx:

WHEREAS, the parties wish to Amend said Assignment and Amendment to 
Factoring Agreement as set forth hereinbelow;

Now, therefore, it is agreed as follows:

1.	Paragraph 10 to Factoring Agreement  dated July 18th, 1996 shall 
be amended to and read in its entirety as follows:

"10.	Governing Law.	The laws of England and Wales 
shall govern this agreement."

Vertex Industries, Inc.

5 Nov 1996                         s/ Xxxxxx X. Xxxx   
Date                               Xxxxxx X. Xxxx, President


NetWeave Corp.

6 Nov 1996                          s/ Xxxxxx X. Xxxx, Xx.               
Date                                Xxxxxx X. Xxxx, Xx.,  President
                                    NetWeave Corporation (Europe) Limited

5 Nov. 1996                         s/X. X. Xxxxxxxxxx                    
Date                                Xxxxxx Xxxxxxxxxx, Director