DUTCHESS CAPITAL MANAGEMENT, LLC

DUTCHESS CAPITAL MANAGEMENT, LLC

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50 Commonwealth Ave, Suite 2, Boston, MA 02116		1110 Route55, Suite 206, LaGrangeville, NY 12540
Phone: (617) 301-4700		Phone ###-###-####

 

August 6, 2008

Mr. Bruce Littell

Logistical Support, LLC

19734 Dearborn St

Chatsworth, CA 91311

Re:  Amendment to Transaction Documents

Dear Mr. Littell:

For the limited purposes set forth below, this shall operate as approval for the Company to extend certain Payments on Advance Amounts due to Dutchess Private Equities Fund, LTD (“Dutchess”) for Orders as outlined in the Purchase Order Financing Agreement dated August 24, 2007 and any amendments made thereto (the “PO”) between Dutchess, on the one hand, and Logistical Support, LLC and all of its subsidiaries and its parent, Logistical Support, Inc. (“LGSL” or the “Company”), on the other hand. The Transaction Documents remain in full force and effect, with the exception of the following: the second amendment to the PO dated August 6^th, 2008 shall take effect; and, 2) the Company shall be permitted an extension on the Repayment of Orders for an additional forty-five (45) days from the PO.

Regards,

Douglas Leighton

Director

Dutchess Private Equities Fund, Ltd.

 

WHEREAS, it is in the best interest of both parties to facilitate (the "Facilitation") the amendments in connection with the Previous Agreements.

NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of is hereby acknowledged, and the premises and mutual covenants and agreements set forth herein and in reliance upon the representations and warranties contained herein, the parties hereto covenant and agree as follows:

1.	Amendment to the PO. The PO is hereby amended to update Exhibit B:

EXHIBIT B

List of Contracts for Order:

 

All current contracts owned by the Company or future contracts received by the Company, with the sole exception of:

 

2.	Amendment to the PO. The PO is hereby amended to update Exhibit C:

EXHIBIT C

AS OF August 4, 2008

FOR LOGISTICAL SUPPORT, INC (“COMPANY”) and

Dutchess Private Equities Fund, Ltd. (“HOLDER”)

FOR VALUE RECEIVED, Company unconditionally and irrevocably sells, bargains, transfers and assigns to Holder, with full recourse in Holder, as of the date shown above, all of Company’s right, title and interest in and to the Raw Materials Orders enumerated in Exhibit “B” attached hereto (hereinafter “Collateral Orders”), together with any security or guarantees associated with those Collateral Orders, including the proceeds of credit insurance due and payable in connection with the Collateral Orders.

Holder shall have the rights to the Collateral Orders set forth in that certain Project Order Financing Agreement dated August 24, 2007 and to which Company and Holder are Parties including, but not limited to, (i) in Holder’s own name and for Holder’s own benefit, to make and effect collections from the Account Debtors of the Collateral Orders; and, (ii) to receive, take possession of, endorse and deposit in Holder’s own bank account(s) any and all payments, commercial paper, notes or acceptances or other things of value received in payment of the Collateral Orders.

By signing below, Holder accepts the assignment of the Orders set out in the attached Exhibit “B”.

The terms “Account Debtors”, “Orders”, “Parties” and “Collateral Orders” shall have the same meaning as defined in Section 1 of this Amendment and entered into by the Parties.

3. No other terms, rights or provisions of the Transaction Documents are or should be considered to have been modified by the terms of this Amendment and each party retains all other rights, obligations, privileges and duties contained in the Transaction Documents.

4. Any reference made in the Transaction Documents to Exhibit B or Exhibit C, shall, as of the date of this Amendment, have the meanings specified herein.

 

Agreed and Accepted, and duly authorized to sign, on this 6th day of August, 2008.

 

By Dutchess:
	Douglas H. Leighton, Director

 

By Company:
	Bruce Littell, CEO

 

EXHIBIT B - COLLATERAL ORDERS (UPDATED ON 8-5-08)