U.S. SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                 FORM S-8 POS
                               (AMENDMENT NO. 9)

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                WORLD AM, INC.
	      ___________________________________________________
              (Exact Name of Company as Specified in Its Charter)

              Nevada				       90-0142757
    _____________________________________________   _________________
    (State or Other Jurisdiction of Incorporation   (I.R.S. Employer
     or Organization)				   Identification No.)

   4040 MacArthur Boulevard, Suite 240, Newport Beach, California 92660
   ______________________________________________________________________
   	     (Address of Principal Executive Offices)		(Zip Code)

     Amended and Restated Non-Employee Directors and Consultants Retainer
                         Stock Plan (Amendment No. 6)
                           (Full Title of the Plan)

                   Robert A. Hovee, Chief Executive Officer
                                World Am, Inc.
                      4040 MacArthur Boulevard, Suite 240
                        Newport Beach, California 92660
                       		 (949) 955-5355
	  __________________________________________________________
          (Name, Address, and Telephone Number of Agent for Service)

                                With a copy to:
               Brian F. Faulkner, A Professional Law Corporation
                        27127 Calle Arroyo, Suite 1923
                     San Juan Capistrano, California 92675
                                (949) 240-1361

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
  Title of Securities to be    Amount to be   Proposed Maximum Offering Price      Proposed Aggregate         Amount of
         Registered             Registered               Per Share                   Offering Price       Registration Fee
<S>                           <C>              <C>                                <C>                        <C>
        Common Stock          2,000,000 (1)             $0.0105 (2)                    $21,000                 $2.66
</TABLE>

(1)(2)   The  Amended  and  Restated  Non-Employee  Directors  and  Consultants
Retainer Stock Plan (Amendment No. 6) authorizes a total of 291,000,000 shares,
289,000,000  of  which  have  already  been  registered in Form S-8's filed  on
January 29, 2001, December 18, 2001, February  13, 2004, June 10, 2004, October
19, 2004, and December 13, 2004.  This offering  price  per share is calculated
under Rule 457(h)(1) (reference to Rule 457(c)) as the offering  price  is  not
known:  average  of  the  bid  and ask prices as  of January 3, 2006  (within 5
business days prior to the date of filing the registration statement).






<PAGE>


                                    PART I
             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.   PLAN INFORMATION.

      See Item 2 below.

ITEM 2.   COMPANY INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

      The documents containing the information specified in Part I, Items 1 and
2, will be delivered to each of  the  participants  in accordance with Form S-8
and  Rule 428 promulgated under the Securities Act of  1933.  The  participants
will be  provided  a written statement notifying them that upon written or oral
request they will be  provided,  without charge, (i) the documents incorporated
by reference in Item 3 of Part II of the registration statement, and (ii) other
documents required to be delivered  pursuant to Rule 428(b). The statement will
inform the participants that these documents  are  incorporated by reference in
the Section 10(a) prospectus, and shall include the  address  (giving  title or
department) and telephone number to which the request is to be directed.

                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

(1)   The following are hereby incorporated by reference:

      (a)   The  Company's  latest  annual report on Form 10-KSB for the fiscal
      year ended December 31, 2004, filed on April 21, 2005 (amended on October
      14, 2005).

      (b)   All other reports filed pursuant  to  Section 13(a) or 15(d) of the
      Exchange Act since the end of the fiscal year  covered  by  the financial
      statements  contained in the Form 10-KSB referred to in (a) above,  which
      consist of a  Form  8-K  filed on April 1, 2005; Form 10-QSB filed on May
      25, 2005; a Form 8-K filed  on  June  16,  2005;   a Form 10-QSB filed on
      August 22, 2005; a Form 8-K filed on August 25, 2005;  a Form 8-K/A filed
      on September 7, 2005; a Form 10-QSB/A filed on October 14,  2005;  a Form
      8-K  filed on November 14, 2005; a Form 8-K/A filed on November 14, 2005;
      a Form 8-K filed on November 16, 2005; a Form 8-K/A filed on November 28,
      2005; and a Form 10-QSB filed on November 29, 2005.

(2)   A description  of the securities of the Company is contained in a Form 8-
K12g-3 filed on May 16, 2000.

      All documents subsequently  filed  by  the  Company  pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of  1934,  prior  to
the  filing  of  a post-effective amendment which indicates that all securities
offered have been  sold  or  which  deregisters  all  securities then remaining
unsold,  shall be deemed to be incorporated by reference  in  the  registration
statement and to be part thereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.

      Other  than as set forth below, no named expert or counsel was hired on a
contingent basis,  will  receive  a  direct  or  indirect interest in the small
business  issuer,  or  was a promoter, underwriter, voting  trustee,  director,
officer, or employee of the Company.

      Brian F. Faulkner,  A  Professional  Law  Corporation,  counsel  for  the
Company  as  giving  an  opinion  on  the  validity  of  the  securities  being
registered,  has  in  the  past received shares of common stock pursuant to the
Company's Amended and Restated  Non-Employee Directors and Consultants Retainer
Stock Plan, as amended, under a Form  S-8  in exchange for legal services to be
rendered  to  the  Company  under  an attorney-client  contract.   These  legal
services consist of advice and preparation  work  in connection with reports of
the Company filed under the Securities Exchange Act  of 1934, and other general
corporate and securities work for the Company.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

LIMITATION OF LIABILITY.

(A)   ARTICLES OF INCORPORATION AND BYLAWS.

      The  Company's  articles  of  incorporation provide  the  following  with
respect to liability of directors:

      "A director or officer of the Corporation  shall not be personally liable
to the Corporation or its stockholders for damages for breach of fiduciary duty
as a director or officer, excepting only (1) acts  or  omissions  which involve
intentional  misconduct,  fraud,  or  a  knowing  violation of law, or (2)  the
payment of dividends in violation of NRS 78.288, but  liability shall otherwise
be eliminated or limited to the fullest extent permitted  by  Nevada  law as it
may allow from time to time."

      There  are  no  provisions  in  the  bylaws  that deal with limitation of
liability.

(B)   NEVADA REVISED STATUTES.

      "NRS 78.138 DIRECTORS AND OFFICERS: EXERCISE OF  POWERS;  PERFORMANCE  OF
DUTIES;   PRESUMPTIONS   AND   CONSIDERATIONS;  LIABILITY  TO  CORPORATION  AND
STOCKHOLDERS.

      (7)   Except  as  otherwise  provided  in  NRS  35.230,  90.660,  91.250,
452.200,  452.270,  668.045   and  694A.030,  a  director  or  officer  is  not
individually liable to the corporation or its stockholders for any damages as a
result of any act or failure to  act  in  his capacity as a director or officer
unless it is proven that:

      (a)    His act or failure to act constituted  a  breach  of his fiduciary
      duties as a director or officer; and

      (b)   His  breach of those duties involved intentional misconduct,  fraud
      or a knowing violation of law."

INDEMNIFICATION.

(A)   ARTICLES OF INCORPORATION AND BYLAWS.

      The Company's  articles  of  incorporation  provide  the  following  with
respect to indemnification:

      "The  Corporation  shall  indemnify  the  officers  and  directors of the
Corporation to the fullest extent permitted by Nevada law as the same exists or
may hereafter be amended."

      "The expenses of officers and directors incurred in defending  a civil or
criminal  officers  and  directors  incurred  in  defending a civil or criminal
action, suit or proceeding must be paid by the corporation as they are incurred
and in advance of the final disposition of the action, suit or proceeding, upon
receipt of an undertaking by or on behalf of the director  or  officer to repay
the amount of it is ultimately determined by a court of competent  jurisdiction
that he or she is not entitled to be indemnified by the corporation."

      There are no provisions in the bylaws that deal with indemnification.

(B)   NEVADA REVISED STATUTES.

      "NRS  78.7502 DISCRETIONARY  AND  MANDATORY  INDEMNIFICATION OF OFFICERS,
DIRECTORS, EMPLOYEES AND AGENTS: GENERAL PROVISIONS.

      1.  A corporation may indemnify any person who  was  or  is a party or is
threatened  to be made a party to any threatened, pending or completed  action,
suit or proceeding,  whether  civil, criminal, administrative or investigative,
except an action by or in the right  of  the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation  as  a  director,  officer,
employee or agent of another corporation, partnership, joint venture, trust  or
other enterprise, against expenses, including attorneys' fees, judgments, fines
and  amounts  paid  in  settlement  actually  and reasonably incurred by him in
connection with the action, suit or proceeding if he:

      (a) Is not liable pursuant to NRS 78.138  [directors and officers duty to
      exercise their powers in good faith and with  a  view to the interests of
      the corporation]; or

      (b) Acted in good faith and in a manner which he reasonably  believed  to
      be  in or not opposed to the best interests of the corporation, and, with
      respect  to any criminal action or proceeding, had no reasonable cause to
      believe his conduct was unlawful.

The  termination  of  any  action,  suit  or  proceeding  by  judgment,  order,
settlement,  conviction  or  upon  a plea of nolo contendere or its equivalent,
does not, of itself, create a presumption that the person is liable pursuant to
NRS 78.138 or did not act in good faith  and  in  a  manner which he reasonably
believed to be in or not opposed to the best interests  of  the corporation, or
that,  with  respect  to  any criminal action or proceeding, he had  reasonable
cause to believe that his conduct was unlawful.

      2.  A corporation may  indemnify  any  person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to  procure  a judgment in its favor
by reason of the fact that he is or was a director, officer,  employee or agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including  amounts paid in
settlement  and  attorneys'  fees  actually and reasonably incurred by  him  in
connection with the defense or settlement of the action or suit if he:

      (a) Is not liable pursuant to NRS 78.138; or

      (b) Acted in good faith and in  a  manner which he reasonably believed to
      be in or not opposed to the best interests of the corporation.

Indemnification may not be made for any claim, issue or matter as to which such
a  person  has  been  adjudged  by  a  court of competent  jurisdiction,  after
exhaustion of all appeals therefrom, to  be  liable  to  the corporation or for
amounts paid in settlement to the corporation, unless and  only  to  the extent
that  the  court  in  which  the  action or suit was brought or other court  of
competent jurisdiction determines upon  application  that  in  view  of all the
circumstances  of  the  case,  the person is fairly and reasonably entitled  to
indemnity for such expenses as the court deems proper.

      3.   To the extent that a director,  officer,  employee  or  agent  of  a
corporation  has  been  successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections 1 and 2, or in defense of
any claim, issue or matter therein, the corporation shall indemnify him against
expenses, including attorneys' fees, actually and reasonably incurred by him in
connection with the defense.

      NRS  78.751 AUTHORIZATION  REQUIRED  FOR  DISCRETIONARY  INDEMNIFICATION;
ADVANCEMENT  OF  EXPENSES;  LIMITATION  ON  INDEMNIFICATION  AND ADVANCEMENT OF
EXPENSES.

      1.   Any  discretionary  indemnification pursuant to NRS 78.7502,  unless
ordered by a court or advanced pursuant  to  subsection  2,  may be made by the
corporation  only as authorized in the specific case upon a determination  that
indemnification  of  the  director, officer, employee or agent is proper in the
circumstances. The determination must be made:

      (a) By the stockholders;

      (b) By the board of directors  by majority vote of a quorum consisting of
      directors who were not parties to the action, suit or proceeding;

      (c) If a majority vote of a quorum  consisting  of directors who were not
      parties to the action, suit or proceeding so orders, by independent legal
      counsel in a written opinion; or

      (d)  If  a quorum consisting of directors who were  not  parties  to  the
      action, suit  or  proceeding  cannot  be  obtained,  by independent legal
      counsel in a written opinion.

      2.  The articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must  be  paid  by the
corporation as they are incurred and in advance of the final disposition of the
action,  suit or proceeding, upon receipt of an undertaking by or on behalf  of
the director or officer to repay the amount if it is ultimately determined by a
court of competent  jurisdiction  that  he is not entitled to be indemnified by
the corporation. The provisions of this subsection  do not affect any rights to
advancement of expenses to which corporate personnel  other  than  directors or
officers may be entitled under any contract or otherwise by law.

      3.   The  indemnification  pursuant  to  NRS  78.7502 and advancement  of
expenses authorized in or ordered by a court pursuant to this section:

      (a)  Does  not  exclude  any  other  rights  to which  a  person  seeking
      indemnification  or advancement of expenses may  be  entitled  under  the
      articles of incorporation  or  any bylaw, agreement, vote of stockholders
      or disinterested directors or otherwise,  for  either  an  action  in his
      official  capacity  or  an  action  in another capacity while holding his
      office, except that indemnification,  unless  sordered by a court pursuant
      to  NRS  78.7502  or  for the advancement of expenses  made  pursuant  to
      subsection 2, may not be  made to or on behalf of any director or officer
      if a final adjudication establishes  that  his acts or omissions involved
      intentional misconduct, fraud or a knowing violation  of  the law and was
      material to the cause of action.

      (b)  Continues  for  a  person who has ceased to be a director,  officer,
      employee or agent and inures  to  the benefit of the heirs, executors and
      administrators of such a person.

      NRS 78.752  INSURANCE AND OTHER FINANCIAL  ARRANGEMENTS AGAINST LIABILITY
OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS.

      (1)   A corporation may purchase and maintain  insurance  or  make  other
financial  arrangements  on  behalf  of  any  person  who is or was a director,
officer,  employee or agent of the corporation, or is or  was  serving  at  the
request of the corporation as a director, officer, employee or agent of another
corporation,  partnership,  joint  venture,  trust  or other enterprise for any
liability asserted against him and liability and expenses  incurred  by  him in
his  capacity as a director, officer, employee or agent, or arising out of  his
status  as  such, whether or not the corporation has the authority to indemnify
him against such liability and expenses.

      (2)   The  other  financial arrangements made by the corporation pursuant
to subsection 1 may include the following:

      (a)   The creation of a trust fund.

      (b)The establishment of a program of self-insurance.

      (c)   The securing  of  its  obligation  of indemnification by granting a
security interest or other lien on any assets of the corporation.

      (d)   The establishment of a letter of credit, guaranty or surety.

No  financial  arrangement  made  pursuant  to  this  subsection   may  provide
protection  for  a person adjudged by a court of competent jurisdiction,  after
exhaustion of all  appeals  therefrom, to be liable for intentional misconduct,
fraud or a knowing violation  of law, except with respect to the advancement of
expenses or indemnification ordered by a court.

      (3)   Any insurance or other  financial  arrangement  made on behalf of a
person pursuant to this section may be provided by the corporation or any other
person  approved by the board of directors, even if all or part  of  the  other
person's stock or other securities is owned by the corporation.

      (4)   In the absence of fraud:

      (a)   The  decision  of the board of directors as to the propriety of the
      terms and conditions of any insurance or other financial arrangement made
      pursuant to this section  and  the  choice  of  the person to provide the
      insurance or other financial arrangement is conclusive; and

      (b)   The insurance or other financial arrangement:

            (i)   Is not void or voidable; and

                  (ii)  Does not subject any director approving  it to personal
            liability  for  his  action,  even  if  a  director  approving  the
            insurance  or other financial arrangement is a beneficiary  of  the
            insurance or other financial arrangement.

      (5)   A corporation  or  its subsidiary which provides self-insurance for
itself or for another affiliated  corporation  pursuant  to this section is not
subject to the provisions of Title 57 of NRS."







<PAGE>


ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8. EXHIBITS.

      The Exhibits required by Item 601 of Regulation S-B, and an index
thereto, are attached.

ITEM 9. UNDERTAKINGS.

The undersigned Company hereby undertakes:

      (a)   (1) To file, during any period in which offers  or  sales are being
      made, a post-effective amendment to this registration statement:

                  (iii) To include any material information with respect to the
            plan  of distribution not previously disclosed in the  registration
            statement  or  any  material  change  to  such  information  in the
            registration statement;

            (2)  For  determining liability under the Securities Act, treat
      each post-effective  amendment as a new registration statement of the
      securities offered, and  the  offering of the securities at that time
      to be the initial bona fide offering.

            (3) File a post-effective amendment to remove from registration
      any of the securities that remain unsold at the end of the offering.

            (4) For determining liability of the undersigned small business
      issuer under the Securities Act  to  any  purchaser  in  the  initial
      distribution of the securities, the undersigned small business issuer
      undertakes   that   in  a  primary  offering  of  securities  of  the
      undersigned  small business  issuer  pursuant  to  this  registration
      statement, regardless  of  the  underwriting  method used to sell the
      securities to the purchaser, if the securities are offered or sold to
      such purchaser by means of any of the following  communications,  the
      undersigned  small  business issuer will be a seller to the purchaser
      and will be considered  to  offer  or  sell  such  securities to such
      purchaser:

                  (i)   Any  preliminary  prospectus or prospectus  of  the
            undersigned  small business issuer  relating  to  the  offering
            required to be filed pursuant to Rule 424;

                  (ii)   Any   free  writing  prospectus  relating  to  the
            offering prepared by  or  on  behalf  of  the undersigned small
            business issuer or used or referred to by the undersigned small
            business issuer;

                  (ii)   The  portion of any other free writing  prospectus
            relating to the offering  containing material information about
            the  undersigned  small  business   issuer  or  its  securities
            provided  by  or  on behalf of the undersigned  small  business
            issuer; and

                  (iv)  Any other  communication  that  is  an offer in the
            offering made by the undersigned small business issuer  to  the
            purchaser.






<PAGE>


                                  SIGNATURES

      Pursuant  to  the requirements of the Securities Act of 1933, the Company
certifies that it has  reasonable  grounds  to believe that it meets all of the
requirements  for  filing  on Form S-8 and has duly  caused  this  registration
statement  to  be signed on its  behalf  by  the  undersigned,  thereunto  duly
authorize, in the  City  of Newport Beach, State of California, on December 23,
2005.

                                                 WORLD AM, INC.


                                                 By:  /s/  Robert A. Hovee
						 _____________________________
                                                 Robert Hovee, Chief Executive
                                                 Officer

                           SPECIAL POWER OF ATTORNEY

      The undersigned constitute  and  appoint  Robert  A. Hovee their true and
lawful attorney-in-fact and agent with full power of substitution,  for him and
in his name, place, and stead, in any and all capacities, to sign any  and  all
amendments,   including   post-effective   amendments,   to   this  Form    S-8
Registration Statement, and to file the same with all exhibits thereto, and all
documents  in  connection  therewith,  with  the  U.S. Securities and  Exchange
Commission, granting such attorney-in-fact the full  power  and authority to do
and perform each and every act and thing requisite and necessary  to be done in
and about the premises, as fully and to all intents and purposes as he might or
could  do in person, hereby ratifying and confirming all that such attorney-in-
fact may lawfully do or cause to be done by virtue hereof.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933, this
registration  statement  has  been  signed  by  the  following  persons  in the
capacities and on the date indicated:

<TABLE>
<CAPTION>
     Signature                        Title             	       Date
_____________________	_________________________________	_________________
<S>                   <C>                              <C>


/s/ Robert A. Hovee	Chief Executive Officer/Director	December 23, 2005
___________________
Robert A. Hovee

/s/ Willis J. Kollars	Secretary/Director	                December 23, 2005
_____________________
Willis J. Kollars

/s/  David J. Barnes	Director	                        December 23, 2005
____________________
David J. Barnes

/s/ James R. Largent	Director	                        December 23, 2005
____________________
James R. Largent


</TABLE>







<PAGE>


                                 EXHIBIT INDEX

Exhibit No.                          Description

4          Amended and Restated Non-Employee Directors and Consultants Retainer
	   Stock Plan (Amendment No. 6), dated December 22, 2004 (see below).

5          Opinion of Brian F. Faulkner, A Professional Law Corporation (filed
           herewith).

23.1       Consent of L.L. Bradford & Company, LLC (filed herewith).

23.2       Consent of Brian F. Faulkner, A Professional Law Corporation (filed
           herewith).

24         Power of Attorney (see signature page).









                                WORLD AM, INC.
                             AMENDED AND RESTATED
                    NON-EMPLOYEE DIRECTORS AND CONSULTANTS
                     RETAINER STOCK PLAN (AMENDMENT NO. 6)

1.  INTRODUCTION.

This  plan  shall  be  known  as  the "World Am, Inc. Amended and Restated Non-
Employee Directors and Consultants  Retainer  Stock  Plan (Amendment No. 6)" is
hereinafter referred to as the "Plan."  The purposes of  the Plan are to enable
World Am, Inc., a Nevada corporation ("Company"), to promote  the  interests of
the  Company  and  its  shareholders  by  attracting and retaining non-employee
Directors  and Consultants capable of furthering  the  future  success  of  the
Company and by aligning their economic interests more closely with those of the
Company's shareholders,  by paying their retainer or fees in the form of shares
of the Company's common stock,  par  value  one  tenth of one cent ($0.001) per
share ("Common Stock").

2.  DEFINITIONS.

The following terms shall have the meanings set forth below:

"Board" means the Board of Directors of the Company.

"Change of Control" has the meaning set forth in Section 12(d).

"Code" means the Internal Revenue Code of 1986, as  amended,  and the rules and
regulations  thereunder.  References to any provision of the Code  or  rule  or
regulation thereunder shall  be  deemed  to  include  any  amended or successor
provision, rule or regulation.

"Committee"  means  the  committee  that  administers the Plan, as  more  fully
defined in Section 13.

"Common Stock" has the meaning set forth in Section 1.

"Company" has the meaning set forth in Section 1.

"Deferral Election" has the meaning set forth in Section 6.

"Deferred Stock Account" means a bookkeeping  account maintained by the Company
for  a  Participant  representing  the Participant's  interest  in  the  shares
credited to such Deferred Stock
Account pursuant to Section 7.

"Delivery Date" has the meaning set forth in Section 6.

"Director" means an individual who is a member of the Board of Directors of the
Company.

"Dividend Equivalent" for a given dividend or other distribution means a number
of shares of Common Stock having a Fair  Market Value (as defined below), as of
the record date for such dividend or distribution, equal to the amount of cash,
plus the fair market value on the date of distribution of any property, that is
distributed with respect to one share of Common Stock pursuant to such dividend
or distribution; such fair market value to  be  determined  by the Committee in
good faith.

"Effective Date" has the meaning set forth in Section 3.

"Exchange Act" has the meaning set forth in Section 13(b).

"Fair  Market  Value"  means  the mean between the highest and lowest  reported
sales prices of the Common Stock  on  the NYSE Composite Tape or, if not listed
on such exchange, on any other national securities exchange on which the Common
Stock is listed or on NASDAQ on the last  trading  day  prior  to the date with
respect to which the Fair Market Value is to be determined.

"Participant" has the meaning set forth in Section 4.

"Payment Time" means the time when a Stock Retainer is payable to a Participant
pursuant to Section 5 (without regard to the effect of any Deferral Election).

"Stock Retainer" has the meaning set forth in Section 5.

"Third Anniversary" has the meaning set forth in Section 6.

3.  EFFECTIVE DATE OF THE PLAN.

The  Plan  was  adopted  by  the  Board effective December 22, 2005 ("Effective
Date").

4.  ELIGIBILITY.

Each individual who is a Director or  Consultant on the Effective Date and each
individual who becomes a Director or Consultant  thereafter  during the term of
the Plan, shall be eligible to be a participant ("Participant") in the Plan, in
each  case  during  such  period  as  such  individual  remains  a Director  or
Consultant  and  is  not an employee of the Company or any of its subsidiaries.
Each credit of shares  of  Common Stock pursuant to the Plan shall be evidenced
by a written agreement duly  executed  and  delivered  by  or  on behalf of the
Company and a Participant, if such an agreement is required by the  Company  to
assure compliance with all applicable laws and regulations.

5.  GRANTS OF SHARES.

Commencing  on  the  Effective  Date,  the  amount  for service to Directors or
Consultants  shall  instead  be  payable  in  shares  of Common  Stock  ("Stock
Retainer") pursuant to this Plan at the deemed issuance  price  of one tenth of
one cent ($0.001) per Share.

6.  DEFERRAL OPTION.

From  and  after  the  Effective  Date,  a Participant may make an election  (a
"Deferral Election") on an annual basis to defer delivery of the Stock Retainer
specifying  which  one  of  the following way  the  Stock  Retainer  is  to  be
delivered:  (a) on the date which  is  three years after the Effective Date for
which it was originally payable ("Third  Anniversary"),  (b)  on  the date upon
which  the  Participant  ceases  to be a Director or Consultant for any  reason
("Departure Date") or (c) in five  (5)  equal annual installments commencing on
the  Departure  Date  ("Third  Anniversary" and  "Departure  Date"  each  being
referred to herein as a "Delivery  Date").  Such Deferral Election shall remain
in effect for each subsequent year unless  changed, provided that, any Deferral
Election with respect to a particular year may not be changed less than six (6)
months prior to the beginning of such year and  provided, further, that no more
than one Deferral Election or change thereof may be made in any year.

Any Deferral Election and any change or revocation  thereof  shall  be  made by
delivering written notice thereof to the Committee no later than six (6) months
prior  to  the  beginning  of  the year in which it is to be effected; provided
that, with respect to the year beginning  on  the  Effective Date, any Deferral
Election or revocation thereof must be delivered no  later  than  the  close of
business on the thirtieth (30th) day after the Effective Date.

7.  DEFERRED STOCK ACCOUNTS.

The  Company  shall maintain a Deferred Stock Account for each Participant  who
makes a Deferral  Election  to  which  shall  be credited, as of the applicable
Payment  Time, the number of shares of Common Stock  payable  pursuant  to  the
Stock Retainer  to which the Deferral Election relates.  So long as any amounts
in such Deferred Stock Account have not been delivered to the Participant under
Section 8, each Deferred Stock Account shall be credited as of the payment date
for any dividend  paid  or  other  distribution made with respect to the Common
Stock, with a number of shares of Common  Stock  equal  to  (a)  the  number of
shares of Common Stock shown in such Deferred Stock Account on the record  date
for such dividend or distribution multiplied by (b) the Dividend Equivalent for
such dividend or distribution.

8.  DELIVERY OF SHARES.

(a)  The  shares of Common Stock in a Participant's Deferred Stock Account with
respect to  any  Stock  Retainer  for  which  a Deferral Election has been made
(together with dividends attributable to such shares  credited to such Deferred
Stock Account) shall be delivered in accordance with this  Section 8 as soon as
practicable  after  the  applicable Delivery Date.  Except with  respect  to  a
Deferral Election pursuant  to  Section  6(c),  or  other agreement between the
parties,  such shares shall be delivered at one time;  provided  that,  if  the
number of shares so delivered includes a fractional share, such number shall be
rounded to the nearest whole number of shares. If the Participant has in effect
a Deferral  Election  pursuant  to  Section  6(c),  then  such  shares shall be
delivered   in   five   equal  annual  installments  (together  with  dividends
attributable to such shares  credited to such Deferred Stock Account), with the
first such installment being delivered on the first anniversary of the Delivery
Date; provided that, if in order  to  equalize  such  installments,  fractional
shares  would  have  to  be  delivered, such installments shall be adjusted  by
rounding to the nearest whole  share.   If  any such shares are to be delivered
after the Participant has died or become legally  incompetent,  they  shall  be
delivered to the Participant's estate or legal guardian, as the case may be, in
accordance  with  the  foregoing; provided that, if the Participant dies with a
Deferral Election pursuant  to  Section  6(c)  in  effect,  the Committee shall
deliver   all   remaining  undelivered  shares  to  the  Participant's   estate
immediately. References  to a Participant in this Plan shall be deemed to refer
to the Participant's estate or legal guardian, where appropriate.

(b)  The Company may, but  shall  not be required to, create a grantor trust or
utilize an existing grantor trust (in  either  case,  "Trust")  to assist it in
accumulating the shares of Common Stock needed to fulfill its obligations under
this   Section  8.    However, Participants shall have no beneficial  or  other
interest in the Trust and  the  assets thereof, and their rights under the Plan
shall be as general creditors of  the  Company,  unaffected by the existence or
nonexistence  of  the  Trust,  except that deliveries  of  Stock  Retainers  to
Participants  from the Trust shall,  to  the  extent  thereof,  be  treated  as
satisfying the Company's obligations under this Section 8.

9.  SHARE CERTIFICATES; VOTING AND OTHER RIGHTS.

The certificates  for  shares  delivered to a Participant pursuant to Section 8
above shall be issued in the name  of  the  Participant, and from and after the
date of such issuance the Participant shall be  entitled  to  all  rights  of a
shareholder  with  respect to Common Stock for all such shares issued in his or
her name, including  the  right  to  vote the shares, and the Participant shall
receive  all  dividends  and other distributions  paid  or  made  with  respect
thereto.

10.  GENERAL RESTRICTIONS.

(a)   Notwithstanding any other  provision  of  the  Plan  or  agreements  made
pursuant  thereto,  the  Company  shall not be required to issue or deliver any
certificate or certificates for shares  of Common Stock under the Plan prior to
fulfillment of all of the following conditions:

      (i)  Listing or approval for listing  upon official notice of issuance of
      such  shares  on  the  New  York  Stock Exchange,  Inc.,  or  such  other
      securities exchange as may at the time be a market for the Common Stock;

      (ii)  Any registration or other qualification  of  such  shares under any
      state or federal law or regulation, or the maintaining in  effect  of any
      such registration or other qualification which the Committee shall,  upon
      the advice of counsel, deem necessary or advisable; and

      (iii) Obtaining any other consent, approval, or permit from any state  or
      federal  governmental  agency  which the Committee shall, after receiving
      the advice of counsel, determine to be necessary or advisable.

(b)   Nothing  contained  in  the  Plan shall prevent the Company from adopting
other or additional compensation arrangements for the Participants.

11.  SHARES AVAILABLE.

Subject  to Section 12 below, the maximum number of shares of Common Stock that
may in the  aggregate  be  paid  as Stock Retainers pursuant to the Plan is Two
Hundred Ninety-One Million (291,000,000).   Shares  of  Common  Stock  issuable
under the Plan may be taken from treasury shares of the Company or purchased on
the open market.

12.  ADJUSTMENTS; CHANGE OF CONTROL.

(a)   In the event that there is, at any time after the Board adopts the  Plan,
any change  in  corporate capitalization, such as a stock split, combination of
shares, exchange  of  shares,  warrants  or  rights offering to purchase Common
Stock   at  a  price  below  its  fair  market  value,   reclassification,   or
recapitalization,   or   a   corporate   transaction,   such   as  any  merger,
consolidation,  separation,  including   a  spin-off,  or  other  extraordinary
distribution  of stock or property of the Company, any reorganization  (whether
or not such reorganization  comes within the definition of such term in Section
368 of the Code) or any partial or complete liquidation of the Company (each of
the foregoing a "Transaction"),  in  each  case other than any such Transaction
which  constitutes a Change of Control (as defined  below),  (i)  the  Deferred
Stock Accounts  shall  be  credited with the amount and kind of shares or other
property which would have been  received by a holder of the number of shares of
Common Stock held in such Deferred  Stock  Account  had  such  shares of Common
Stock  been  outstanding  as of the effectiveness of any such Transaction,  and
(ii) the Committee shall appropriately  adjust any other relevant provisions of
the  Plan  and any such modification by the  Committee  shall  be  binding  and
conclusive on all persons.

(b)  If the  shares of Common Stock credited to the Deferred Stock Accounts are
converted pursuant  to  Section 12(a) into another form of property, references
in the Plan to the Common Stock shall be deemed, where appropriate, to refer to
such other form of property,  with  such other modifications as may be required
for the Plan to operate in accordance  with  its purposes. Without limiting the
generality of the foregoing, references to delivery  of certificates for shares
of Common Stock shall be deemed to refer to delivery of  cash and the incidents
of ownership of any other property held in the Deferred Stock Accounts.

(c)  In lieu of the adjustment contemplated by Section 12(a), in the event of a
Change  of  Control,  the following shall occur on the date of  the  Change  of
Control:  (i) the shares  of  Common  Stock held in each Participant's Deferred
Stock Account  shall be deemed to be issued and outstanding as of the Change of
Control; (ii) the Company shall forthwith deliver to each Participant who has a
Deferred Stock Account all of the shares  of Common Stock or any other property
held in such Participant's Deferred Stock Account;  and (iii) the Plan shall be
terminated.

(d)   For  purposes of this Plan, "Change of Control" shall  mean  any  of  the
following events:

      (i)    The  acquisition  by  any  individual, entity or group (within the
      meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
      1934, as amended ("Exchange Act"))  (a  "Person") of beneficial ownership
      (within the meaning of Rule 13d-3 promulgated  under the Exchange Act) of
      twenty percent (20%) or more of either (a) the then outstanding shares of
      common stock of the Company ("Outstanding Company  Common  Stock") or (b)
      the  combined  voting power of the then outstanding voting securities  of
      the Company entitled  to  vote  generally  in  the  election of directors
      ("Outstanding Company Voting Securities"); provided,  however,  that  the
      following acquisitions shall not constitute a Change of Control:  (a) any
      acquisition directly from the Company (excluding an acquisition by virtue
      of  the  exercise  of a conversion privilege unless the security being so
      converted  was itself  acquired  directly  from  the  Company),  (b)  any
      acquisition  by  the Company, (c) any acquisition by any employee benefit
      plan (or related trust)  sponsored  or  maintained  by the Company or any
      corporation  controlled  by  the  Company or (d) any acquisition  by  any
      corporation pursuant to a reorganization,  merger  or  consolidation, if,
      following  such reorganization, merger or consolidation,  the  conditions
      described in  clauses (a), (b) and (c) of paragraph (iii) of this Section
      12(d) are satisfied; or

      (ii)   Individuals  who,  as  of the date hereof, constitute the Board of
      the Company (as of the date hereof,  "Incumbent  Board")  cease  for  any
      reason to constitute at least a majority of the Board; provided, however,
      that  any  individual  becoming  a director subsequent to the date hereof
      whose election, or nomination for election by the Company's shareholders,
      was approved by a vote of at least  a  majority  of  the  directors  then
      comprising  the  Incumbent  Board  shall  be  considered  as  though such
      individual were a member of the Incumbent Board, but excluding,  for this
      purpose, any such individual whose initial assumption of office occurs as
      a  result  of  either  an  actual or threatened election contest (as such
      terms are used in Rule 14a-11  of  Regulation  14A  promulgated under the
      Exchange Act) or other actual or threatened solicitation  of  proxies  or
      consents by or on behalf of a Person other than the Board; or

      (iii)    Approval by the shareholders of the Company of a reorganization,
      merger, binding  share  exchange or consolidation, unless, following such
      reorganization, merger, binding  share exchange or consolidation (a) more
      than sixty percent (60%) of, respectively, the then outstanding shares of
      common  stock  of  the corporation resulting  from  such  reorganization,
      merger, binding share  exchange  or consolidation and the combined voting
      power  of  the then outstanding voting  securities  of  such  corporation
      entitled  to  vote  generally  in  the  election  of  directors  is  then
      beneficially  owned,  directly or indirectly, by all or substantially all
      of  the  individuals  and   entities  who  were  the  beneficial  owners,
      respectively, of the Outstanding  Company  Common  Stock  and Outstanding
      Company  Voting  Securities  immediately  prior  to  such reorganization,
      merger, binding share exchange or consolidation in substantially the same
      proportions as their ownership, immediately prior to such reorganization,
      merger,  binding  share  exchange  or  consolidation, of the  Outstanding
      Company Common Stock and Outstanding Company  Voting  Securities,  as the
      case  may  be, (b) no Person (excluding the Company, any employee benefit
      plan (or related trust) of the Company or such corporation resulting from
      such reorganization,  merger, binding share exchange or consolidation and
      any Person beneficially owning, immediately prior to such reorganization,
      merger, binding share exchange  or consolidation, directly or indirectly,
      twenty percent (20%) or more of the  Outstanding  Company Common Stock or
      Outstanding Company Voting Securities, as the case  may  be) beneficially
      owns,   directly  or  indirectly,  twenty  percent  (20%)  or  more   of,
      respectively,  the  then  outstanding  shares  of  common  stock  of  the
      corporation  resulting  from  such  reorganization, merger, binding share
      exchange  or  consolidation or the combined  voting  power  of  the  then
      outstanding voting  securities  of  such  corporation  entitled  to  vote
      generally in the election of directors and (c) at least a majority of the
      members  of the board of directors of the corporation resulting from such
      reorganization,  merger,  binding  share  exchange  or consolidation were
      members  of  the  Incumbent  Board  at the time of the execution  of  the
      initial  agreement  providing for such  reorganization,  merger,  binding
      share exchange or consolidation; or

      (iv)   Approval by the  shareholders  of  the  Company  of (a) a complete
      liquidation  or  dissolution  of  the  Company or (b) the sale  or  other
      disposition of all or substantially all  of  the  assets  of the Company,
      other than to a corporation, with respect to which following such sale or
      other  disposition,  (x)  more than sixty percent (60%) of, respectively,
      the then outstanding shares  of  common stock of such corporation and the
      combined voting power of the then  outstanding  voting securities of such
      corporation entitled to vote generally in the election  of  directors  is
      then  beneficially owned, directly or indirectly, by all or substantially
      all of  the  individuals  and  entities  who  were the beneficial owners,
      respectively,  of the Outstanding Company Common  Stock  and  Outstanding
      Company  Voting Securities  immediately  prior  to  such  sale  or  other
      disposition  in  substantially  the  same  proportion as their ownership,
      immediately prior to such sale or other disposition,  of  the Outstanding
      Company  Common Stock and Outstanding Company Voting Securities,  as  the
      case may be,  (y)  no  Person  (excluding  the  Company  and any employee
      benefit  plan  (or related trust) of the Company or such corporation  and
      any Person beneficially  owning,  immediately prior to such sale or other
      disposition, directly or indirectly,  twenty percent (20%) or more of the
      Outstanding   Company   Common  Stock  or  Outstanding   Company   Voting
      Securities,  as  the  case  may   be)   beneficially  owns,  directly  or
      indirectly,  twenty  percent (20%) or more  of,  respectively,  the  then
      outstanding shares of  common  stock of such corporation and the combined
      voting  power  of  the  then  outstanding   voting   securities  of  such
      corporation entitled to vote generally in the election  of  directors and
      (z) at least a majority of the members of the board of directors  of such
      corporation  were  members  of  the  Incumbent  Board  at the time of the
      execution of the initial agreement or action of the Board  providing  for
      such sale or other disposition of assets of the Company.

13.  ADMINISTRATION; AMENDMENT AND TERMINATION.

(a)   The Plan shall be administered by a committee consisting of three members
who shall  be the current directors of the Company or senior executive officers
or other directors  who  are not Participants as may be designated by the Chief
Executive Officer ("Committee"),  which  shall  have full authority to construe
and interpret the Plan, to establish, amend and rescind  rules  and regulations
relating  to  the  Plan,  and  to  take  all  such  actions  and  make all such
determinations  in  connection  with  the  Plan  as  it  may deem necessary  or
desirable.   (b) The Board may from time to time make such  amendments  to  the
Plan, including  to  preserve or come within any exemption from liability under
Section 16(b) of the Exchange  Act,  as  it  may  deem  proper  and in the best
interest  of  the  Company  without  approval  of  the  Company's stockholders;
provided  that,  to  the  extent  required  under  Nevada  law  or  to  qualify
transactions  under  the Plan for exemption under Rule 16b-3 promulgated  under
the Exchange Act, no amendment  to  the  Plan  shall be adopted without further
approval of the Company's stockholders and, provided,  further,  that if and to
the  extent  required for the Plan to comply with Rule 16b-3 promulgated  under
the Exchange Act,  no amendment to the Plan shall be made more than once in any
six (6) month period  that  would  change  the  amount,  price or timing of the
grants  of  Common Stock hereunder other than to comport with  changes  in  the
Internal Revenue  Code  of  1986,  as  amended,  the Employee Retirement Income
Security  Act  of 1974, as amended, or the regulations  thereunder.   (c)   The
Board may terminate the Plan at any time by a vote of a majority of the members
thereof.

14.  MISCELLANEOUS.

(a)  Nothing in  the  Plan shall be deemed to create any obligation on the part
of  the  Board to nominate  any  Director  for  re-election  by  the  Company's
shareholders or to limit the rights of the shareholders to remove any Director.

(b)  The Company  shall  have  the  right  to require, prior to the issuance or
delivery of any shares of Common Stock pursuant to the Plan, that a Participant
make arrangements satisfactory to the Committee  for  the  withholding  of  any
taxes  required  by law to be withheld with respect to the issuance or delivery
of such shares, including  without limitation by the withholding of shares that
would otherwise be so issued  or  delivered,  by  withholding  from  any  other
payment  due  to  the  Participant,  or by a cash payment to the Company by the
Participant.

15.  GOVERNING LAW.

The Plan and all actions taken thereunder shall be governed by and construed in
accordance with the laws of the State of Nevada.

WORLD AM, INC.



By: /s/  Robert A. Hovee
________________________________________
Robert A. Hovee, Chief Executive Officer
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U.S. SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                 FORM S-8 POS
                               (AMENDMENT NO. 9)

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                WORLD AM, INC.
	      ___________________________________________________
              (Exact Name of Company as Specified in Its Charter)

              Nevada				       90-0142757
    _____________________________________________   _________________
    (State or Other Jurisdiction of Incorporation   (I.R.S. Employer
     or Organization)				   Identification No.)

   4040 MacArthur Boulevard, Suite 240, Newport Beach, California 92660
   ______________________________________________________________________
   	     (Address of Principal Executive Offices)		(Zip Code)

     Amended and Restated Non-Employee Directors and Consultants Retainer
                         Stock Plan (Amendment No. 6)
                           (Full Title of the Plan)

                   Robert A. Hovee, Chief Executive Officer
                                World Am, Inc.
                      4040 MacArthur Boulevard, Suite 240
                        Newport Beach, California 92660
                       		 (949) 955-5355
	  __________________________________________________________
          (Name, Address, and Telephone Number of Agent for Service)

                                With a copy to:
               Brian F. Faulkner, A Professional Law Corporation
                        27127 Calle Arroyo, Suite 1923
                     San Juan Capistrano, California 92675
                                (949) 240-1361

                        CALCULATION OF REGISTRATION FEE
Title of Securities to be    Amount to be   Proposed Maximum Offering Price      Proposed Aggregate         Amount of
         Registered             Registered               Per Share                   Offering Price       Registration Fee
Common Stock          2,000,000 (1)             $0.0105 (2)                    $21,000                 $2.66
(1)(2)   The  Amended  and  Restated  Non-Employee  Directors  and  Consultants
Retainer Stock Plan (Amendment No. 6) authorizes a total of 291,000,000 shares,
289,000,000  of  which  have  already  been  registered in Form S-8's filed  on
January 29, 2001, December 18, 2001, February  13, 2004, June 10, 2004, October
19, 2004, and December 13, 2004.  This offering  price  per share is calculated
under Rule 457(h)(1) (reference to Rule 457(c)) as the offering  price  is  not
known:  average  of  the  bid  and ask prices as  of January 3, 2006  (within 5
business days prior to the date of filing the registration statement).
PART I
             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.   PLAN INFORMATION.

      See Item 2 below.

ITEM 2.   COMPANY INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

      The documents containing the information specified in Part I, Items 1 and
2, will be delivered to each of  the  participants  in accordance with Form S-8
and  Rule 428 promulgated under the Securities Act of  1933.  The  participants
will be  provided  a written statement notifying them that upon written or oral
request they will be  provided,  without charge, (i) the documents incorporated
by reference in Item 3 of Part II of the registration statement, and (ii) other
documents required to be delivered  pursuant to Rule 428(b). The statement will
inform the participants that these documents  are  incorporated by reference in
the Section 10(a) prospectus, and shall include the  address  (giving  title or
department) and telephone number to which the request is to be directed.

                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

(1)   The following are hereby incorporated by reference:

      (a)   The  Company's  latest  annual report on Form 10-KSB for the fiscal
      year ended December 31, 2004, filed on April 21, 2005 (amended on October
      14, 2005).

      (b)   All other reports filed pursuant  to  Section 13(a) or 15(d) of the
      Exchange Act since the end of the fiscal year  covered  by  the financial
      statements  contained in the Form 10-KSB referred to in (a) above,  which
      consist of a  Form  8-K  filed on April 1, 2005; Form 10-QSB filed on May
      25, 2005; a Form 8-K filed  on  June  16,  2005;   a Form 10-QSB filed on
      August 22, 2005; a Form 8-K filed on August 25, 2005;  a Form 8-K/A filed
      on September 7, 2005; a Form 10-QSB/A filed on October 14,  2005;  a Form
      8-K  filed on November 14, 2005; a Form 8-K/A filed on November 14, 2005;
      a Form 8-K filed on November 16, 2005; a Form 8-K/A filed on November 28,
      2005; and a Form 10-QSB filed on November 29, 2005.

(2)   A description  of the securities of the Company is contained in a Form 8-
K12g-3 filed on May 16, 2000.

      All documents subsequently  filed  by  the  Company  pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of  1934,  prior  to
the  filing  of  a post-effective amendment which indicates that all securities
offered have been  sold  or  which  deregisters  all  securities then remaining
unsold,  shall be deemed to be incorporated by reference  in  the  registration
statement and to be part thereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.

      Other  than as set forth below, no named expert or counsel was hired on a
contingent basis,  will  receive  a  direct  or  indirect interest in the small
business  issuer,  or  was a promoter, underwriter, voting  trustee,  director,
officer, or employee of the Company.

      Brian F. Faulkner,  A  Professional  Law  Corporation,  counsel  for  the
Company  as  giving  an  opinion  on  the  validity  of  the  securities  being
registered,  has  in  the  past received shares of common stock pursuant to the
Company's Amended and Restated  Non-Employee Directors and Consultants Retainer
Stock Plan, as amended, under a Form  S-8  in exchange for legal services to be
rendered  to  the  Company  under  an attorney-client  contract.   These  legal
services consist of advice and preparation  work  in connection with reports of
the Company filed under the Securities Exchange Act  of 1934, and other general
corporate and securities work for the Company.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

LIMITATION OF LIABILITY.

(A)   ARTICLES OF INCORPORATION AND BYLAWS.

      The  Company's  articles  of  incorporation provide  the  following  with
respect to liability of directors:

      "A director or officer of the Corporation  shall not be personally liable
to the Corporation or its stockholders for damages for breach of fiduciary duty
as a director or officer, excepting only (1) acts  or  omissions  which involve
intentional  misconduct,  fraud,  or  a  knowing  violation of law, or (2)  the
payment of dividends in violation of NRS 78.288, but  liability shall otherwise
be eliminated or limited to the fullest extent permitted  by  Nevada  law as it
may allow from time to time."

      There  are  no  provisions  in  the  bylaws  that deal with limitation of
liability.

(B)   NEVADA REVISED STATUTES.

      "NRS 78.138 DIRECTORS AND OFFICERS: EXERCISE OF  POWERS;  PERFORMANCE  OF
DUTIES;   PRESUMPTIONS   AND   CONSIDERATIONS;  LIABILITY  TO  CORPORATION  AND
STOCKHOLDERS.

      (7)   Except  as  otherwise  provided  in  NRS  35.230,  90.660,  91.250,
452.200,  452.270,  668.045   and  694A.030,  a  director  or  officer  is  not
individually liable to the corporation or its stockholders for any damages as a
result of any act or failure to  act  in  his capacity as a director or officer
unless it is proven that:

      (a)    His act or failure to act constituted  a  breach  of his fiduciary
      duties as a director or officer; and

      (b)   His  breach of those duties involved intentional misconduct,  fraud
      or a knowing violation of law."

INDEMNIFICATION.

(A)   ARTICLES OF INCORPORATION AND BYLAWS.

      The Company's  articles  of  incorporation  provide  the  following  with
respect to indemnification:

      "The  Corporation  shall  indemnify  the  officers  and  directors of the
Corporation to the fullest extent permitted by Nevada law as the same exists or
may hereafter be amended."

      "The expenses of officers and directors incurred in defending  a civil or
criminal  officers  and  directors  incurred  in  defending a civil or criminal
action, suit or proceeding must be paid by the corporation as they are incurred
and in advance of the final disposition of the action, suit or proceeding, upon
receipt of an undertaking by or on behalf of the director  or  officer to repay
the amount of it is ultimately determined by a court of competent  jurisdiction
that he or she is not entitled to be indemnified by the corporation."

      There are no provisions in the bylaws that deal with indemnification.

(B)   NEVADA REVISED STATUTES.

      "NRS  78.7502 DISCRETIONARY  AND  MANDATORY  INDEMNIFICATION OF OFFICERS,
DIRECTORS, EMPLOYEES AND AGENTS: GENERAL PROVISIONS.

      1.  A corporation may indemnify any person who  was  or  is a party or is
threatened  to be made a party to any threatened, pending or completed  action,
suit or proceeding,  whether  civil, criminal, administrative or investigative,
except an action by or in the right  of  the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation  as  a  director,  officer,
employee or agent of another corporation, partnership, joint venture, trust  or
other enterprise, against expenses, including attorneys' fees, judgments, fines
and  amounts  paid  in  settlement  actually  and reasonably incurred by him in
connection with the action, suit or proceeding if he:

      (a) Is not liable pursuant to NRS 78.138  [directors and officers duty to
      exercise their powers in good faith and with  a  view to the interests of
      the corporation]; or

      (b) Acted in good faith and in a manner which he reasonably  believed  to
      be  in or not opposed to the best interests of the corporation, and, with
      respect  to any criminal action or proceeding, had no reasonable cause to
      believe his conduct was unlawful.

The  termination  of  any  action,  suit  or  proceeding  by  judgment,  order,
settlement,  conviction  or  upon  a plea of nolo contendere or its equivalent,
does not, of itself, create a presumption that the person is liable pursuant to
NRS 78.138 or did not act in good faith  and  in  a  manner which he reasonably
believed to be in or not opposed to the best interests  of  the corporation, or
that,  with  respect  to  any criminal action or proceeding, he had  reasonable
cause to believe that his conduct was unlawful.

      2.  A corporation may  indemnify  any  person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to  procure  a judgment in its favor
by reason of the fact that he is or was a director, officer,  employee or agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including  amounts paid in
settlement  and  attorneys'  fees  actually and reasonably incurred by  him  in
connection with the defense or settlement of the action or suit if he:

      (a) Is not liable pursuant to NRS 78.138; or

      (b) Acted in good faith and in  a  manner which he reasonably believed to
      be in or not opposed to the best interests of the corporation.

Indemnification may not be made for any claim, issue or matter as to which such
a  person  has  been  adjudged  by  a  court of competent  jurisdiction,  after
exhaustion of all appeals therefrom, to  be  liable  to  the corporation or for
amounts paid in settlement to the corporation, unless and  only  to  the extent
that  the  court  in  which  the  action or suit was brought or other court  of
competent jurisdiction determines upon  application  that  in  view  of all the
circumstances  of  the  case,  the person is fairly and reasonably entitled  to
indemnity for such expenses as the court deems proper.

      3.   To the extent that a director,  officer,  employee  or  agent  of  a
corporation  has  been  successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections 1 and 2, or in defense of
any claim, issue or matter therein, the corporation shall indemnify him against
expenses, including attorneys' fees, actually and reasonably incurred by him in
connection with the defense.

      NRS  78.751 AUTHORIZATION  REQUIRED  FOR  DISCRETIONARY  INDEMNIFICATION;
ADVANCEMENT  OF  EXPENSES;  LIMITATION  ON  INDEMNIFICATION  AND ADVANCEMENT OF
EXPENSES.

      1.   Any  discretionary  indemnification pursuant to NRS 78.7502,  unless
ordered by a court or advanced pursuant  to  subsection  2,  may be made by the
corporation  only as authorized in the specific case upon a determination  that
indemnification  of  the  director, officer, employee or agent is proper in the
circumstances. The determination must be made:

      (a) By the stockholders;

      (b) By the board of directors  by majority vote of a quorum consisting of
      directors who were not parties to the action, suit or proceeding;

      (c) If a majority vote of a quorum  consisting  of directors who were not
      parties to the action, suit or proceeding so orders, by independent legal
      counsel in a written opinion; or

      (d)  If  a quorum consisting of directors who were  not  parties  to  the
      action, suit  or  proceeding  cannot  be  obtained,  by independent legal
      counsel in a written opinion.

      2.  The articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must  be  paid  by the
corporation as they are incurred and in advance of the final disposition of the
action,  suit or proceeding, upon receipt of an undertaking by or on behalf  of
the director or officer to repay the amount if it is ultimately determined by a
court of competent  jurisdiction  that  he is not entitled to be indemnified by
the corporation. The provisions of this subsection  do not affect any rights to
advancement of expenses to which corporate personnel  other  than  directors or
officers may be entitled under any contract or otherwise by law.

      3.   The  indemnification  pursuant  to  NRS  78.7502 and advancement  of
expenses authorized in or ordered by a court pursuant to this section:

      (a)  Does  not  exclude  any  other  rights  to which  a  person  seeking
      indemnification  or advancement of expenses may  be  entitled  under  the
      articles of incorporation  or  any bylaw, agreement, vote of stockholders
      or disinterested directors or otherwise,  for  either  an  action  in his
      official  capacity  or  an  action  in another capacity while holding his
      office, except that indemnification,  unless  sordered by a court pursuant
      to  NRS  78.7502  or  for the advancement of expenses  made  pursuant  to
      subsection 2, may not be  made to or on behalf of any director or officer
      if a final adjudication establishes  that  his acts or omissions involved
      intentional misconduct, fraud or a knowing violation  of  the law and was
      material to the cause of action.

      (b)  Continues  for  a  person who has ceased to be a director,  officer,
      employee or agent and inures  to  the benefit of the heirs, executors and
      administrators of such a person.

      NRS 78.752  INSURANCE AND OTHER FINANCIAL  ARRANGEMENTS AGAINST LIABILITY
OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS.

      (1)   A corporation may purchase and maintain  insurance  or  make  other
financial  arrangements  on  behalf  of  any  person  who is or was a director,
officer,  employee or agent of the corporation, or is or  was  serving  at  the
request of the corporation as a director, officer, employee or agent of another
corporation,  partnership,  joint  venture,  trust  or other enterprise for any
liability asserted against him and liability and expenses  incurred  by  him in
his  capacity as a director, officer, employee or agent, or arising out of  his
status  as  such, whether or not the corporation has the authority to indemnify
him against such liability and expenses.

      (2)   The  other  financial arrangements made by the corporation pursuant
to subsection 1 may include the following:

      (a)   The creation of a trust fund.

      (b)The establishment of a program of self-insurance.

      (c)   The securing  of  its  obligation  of indemnification by granting a
security interest or other lien on any assets of the corporation.

      (d)   The establishment of a letter of credit, guaranty or surety.

No  financial  arrangement  made  pursuant  to  this  subsection   may  provide
protection  for  a person adjudged by a court of competent jurisdiction,  after
exhaustion of all  appeals  therefrom, to be liable for intentional misconduct,
fraud or a knowing violation  of law, except with respect to the advancement of
expenses or indemnification ordered by a court.

      (3)   Any insurance or other  financial  arrangement  made on behalf of a
person pursuant to this section may be provided by the corporation or any other
person  approved by the board of directors, even if all or part  of  the  other
person's stock or other securities is owned by the corporation.

      (4)   In the absence of fraud:

      (a)   The  decision  of the board of directors as to the propriety of the
      terms and conditions of any insurance or other financial arrangement made
      pursuant to this section  and  the  choice  of  the person to provide the
      insurance or other financial arrangement is conclusive; and

      (b)   The insurance or other financial arrangement:

            (i)   Is not void or voidable; and

                  (ii)  Does not subject any director approving  it to personal
            liability  for  his  action,  even  if  a  director  approving  the
            insurance  or other financial arrangement is a beneficiary  of  the
            insurance or other financial arrangement.

      (5)   A corporation  or  its subsidiary which provides self-insurance for
itself or for another affiliated  corporation  pursuant  to this section is not
subject to the provisions of Title 57 of NRS."
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8. EXHIBITS.

      The Exhibits required by Item 601 of Regulation S-B, and an index
thereto, are attached.

ITEM 9. UNDERTAKINGS.

The undersigned Company hereby undertakes:

      (a)   (1) To file, during any period in which offers  or  sales are being
      made, a post-effective amendment to this registration statement:

                  (iii) To include any material information with respect to the
            plan  of distribution not previously disclosed in the  registration
            statement  or  any  material  change  to  such  information  in the
            registration statement;

            (2)  For  determining liability under the Securities Act, treat
      each post-effective  amendment as a new registration statement of the
      securities offered, and  the  offering of the securities at that time
      to be the initial bona fide offering.

            (3) File a post-effective amendment to remove from registration
      any of the securities that remain unsold at the end of the offering.

            (4) For determining liability of the undersigned small business
      issuer under the Securities Act  to  any  purchaser  in  the  initial
      distribution of the securities, the undersigned small business issuer
      undertakes   that   in  a  primary  offering  of  securities  of  the
      undersigned  small business  issuer  pursuant  to  this  registration
      statement, regardless  of  the  underwriting  method used to sell the
      securities to the purchaser, if the securities are offered or sold to
      such purchaser by means of any of the following  communications,  the
      undersigned  small  business issuer will be a seller to the purchaser
      and will be considered  to  offer  or  sell  such  securities to such
      purchaser:

                  (i)   Any  preliminary  prospectus or prospectus  of  the
            undersigned  small business issuer  relating  to  the  offering
            required to be filed pursuant to Rule 424;

                  (ii)   Any   free  writing  prospectus  relating  to  the
            offering prepared by  or  on  behalf  of  the undersigned small
            business issuer or used or referred to by the undersigned small
            business issuer;

                  (ii)   The  portion of any other free writing  prospectus
            relating to the offering  containing material information about
            the  undersigned  small  business   issuer  or  its  securities
            provided  by  or  on behalf of the undersigned  small  business
            issuer; and

                  (iv)  Any other  communication  that  is  an offer in the
            offering made by the undersigned small business issuer  to  the
            purchaser.
SIGNATURES

      Pursuant  to  the requirements of the Securities Act of 1933, the Company
certifies that it has  reasonable  grounds  to believe that it meets all of the
requirements  for  filing  on Form S-8 and has duly  caused  this  registration
statement  to  be signed on its  behalf  by  the  undersigned,  thereunto  duly
authorize, in the  City  of Newport Beach, State of California, on December 23,
2005.

                                                 WORLD AM, INC.

                                                 By:  /s/  Robert A. Hovee
						 _____________________________
                                                 Robert Hovee, Chief Executive
                                                 Officer

                           SPECIAL POWER OF ATTORNEY

      The undersigned constitute  and  appoint  Robert  A. Hovee their true and
lawful attorney-in-fact and agent with full power of substitution,  for him and
in his name, place, and stead, in any and all capacities, to sign any  and  all
amendments,   including   post-effective   amendments,   to   this  Form    S-8
Registration Statement, and to file the same with all exhibits thereto, and all
documents  in  connection  therewith,  with  the  U.S. Securities and  Exchange
Commission, granting such attorney-in-fact the full  power  and authority to do
and perform each and every act and thing requisite and necessary  to be done in
and about the premises, as fully and to all intents and purposes as he might or
could  do in person, hereby ratifying and confirming all that such attorney-in-
fact may lawfully do or cause to be done by virtue hereof.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933, this
registration  statement  has  been  signed  by  the  following  persons  in the
capacities and on the date indicated:
Signature                        Title             	       Date
_____________________	_________________________________	_________________
/s/ Robert A. Hovee	Chief Executive Officer/Director	December 23, 2005
___________________
Robert A. Hovee

/s/ Willis J. Kollars	Secretary/Director	                December 23, 2005
_____________________
Willis J. Kollars

/s/  David J. Barnes	Director	                        December 23, 2005
____________________
David J. Barnes

/s/ James R. Largent	Director	                        December 23, 2005
____________________
James R. Largent
EXHIBIT INDEX

Exhibit No.                          Description

4          Amended and Restated Non-Employee Directors and Consultants Retainer
	   Stock Plan (Amendment No. 6), dated December 22, 2004 (see below).

5          Opinion of Brian F. Faulkner, A Professional Law Corporation (filed
           herewith).

23.1       Consent of L.L. Bradford & Company, LLC (filed herewith).

23.2       Consent of Brian F. Faulkner, A Professional Law Corporation (filed
           herewith).

24         Power of Attorney (see signature page).

                                WORLD AM, INC.
                             AMENDED AND RESTATED
                    NON-EMPLOYEE DIRECTORS AND CONSULTANTS
                     RETAINER STOCK PLAN (AMENDMENT NO. 6)

1.  INTRODUCTION.

This  plan  shall  be  known  as  the "World Am, Inc. Amended and Restated Non-
Employee Directors and Consultants  Retainer  Stock  Plan (Amendment No. 6)" is
hereinafter referred to as the "Plan."  The purposes of  the Plan are to enable
World Am, Inc., a Nevada corporation ("Company"), to promote  the  interests of
the  Company  and  its  shareholders  by  attracting and retaining non-employee
Directors  and Consultants capable of furthering  the  future  success  of  the
Company and by aligning their economic interests more closely with those of the
Company's shareholders,  by paying their retainer or fees in the form of shares
of the Company's common stock,  par  value  one  tenth of one cent ($0.001) per
share ("Common Stock").

2.  DEFINITIONS.

The following terms shall have the meanings set forth below:

"Board" means the Board of Directors of the Company.

"Change of Control" has the meaning set forth in Section 12(d).

"Code" means the Internal Revenue Code of 1986, as  amended,  and the rules and
regulations  thereunder.  References to any provision of the Code  or  rule  or
regulation thereunder shall  be  deemed  to  include  any  amended or successor
provision, rule or regulation.

"Committee"  means  the  committee  that  administers the Plan, as  more  fully
defined in Section 13.

"Common Stock" has the meaning set forth in Section 1.

"Company" has the meaning set forth in Section 1.

"Deferral Election" has the meaning set forth in Section 6.

"Deferred Stock Account" means a bookkeeping  account maintained by the Company
for  a  Participant  representing  the Participant's  interest  in  the  shares
credited to such Deferred Stock
Account pursuant to Section 7.

"Delivery Date" has the meaning set forth in Section 6.

"Director" means an individual who is a member of the Board of Directors of the
Company.

"Dividend Equivalent" for a given dividend or other distribution means a number
of shares of Common Stock having a Fair  Market Value (as defined below), as of
the record date for such dividend or distribution, equal to the amount of cash,
plus the fair market value on the date of distribution of any property, that is
distributed with respect to one share of Common Stock pursuant to such dividend
or distribution; such fair market value to  be  determined  by the Committee in
good faith.

"Effective Date" has the meaning set forth in Section 3.

"Exchange Act" has the meaning set forth in Section 13(b).

"Fair  Market  Value"  means  the mean between the highest and lowest  reported
sales prices of the Common Stock  on  the NYSE Composite Tape or, if not listed
on such exchange, on any other national securities exchange on which the Common
Stock is listed or on NASDAQ on the last  trading  day  prior  to the date with
respect to which the Fair Market Value is to be determined.

"Participant" has the meaning set forth in Section 4.

"Payment Time" means the time when a Stock Retainer is payable to a Participant
pursuant to Section 5 (without regard to the effect of any Deferral Election).

"Stock Retainer" has the meaning set forth in Section 5.

"Third Anniversary" has the meaning set forth in Section 6.

3.  EFFECTIVE DATE OF THE PLAN.

The  Plan  was  adopted  by  the  Board effective December 22, 2005 ("Effective
Date").

4.  ELIGIBILITY.

Each individual who is a Director or  Consultant on the Effective Date and each
individual who becomes a Director or Consultant  thereafter  during the term of
the Plan, shall be eligible to be a participant ("Participant") in the Plan, in
each  case  during  such  period  as  such  individual  remains  a Director  or
Consultant  and  is  not an employee of the Company or any of its subsidiaries.
Each credit of shares  of  Common Stock pursuant to the Plan shall be evidenced
by a written agreement duly  executed  and  delivered  by  or  on behalf of the
Company and a Participant, if such an agreement is required by the  Company  to
assure compliance with all applicable laws and regulations.

5.  GRANTS OF SHARES.

Commencing  on  the  Effective  Date,  the  amount  for service to Directors or
Consultants  shall  instead  be  payable  in  shares  of Common  Stock  ("Stock
Retainer") pursuant to this Plan at the deemed issuance  price  of one tenth of
one cent ($0.001) per Share.

6.  DEFERRAL OPTION.

From  and  after  the  Effective  Date,  a Participant may make an election  (a
"Deferral Election") on an annual basis to defer delivery of the Stock Retainer
specifying  which  one  of  the following way  the  Stock  Retainer  is  to  be
delivered:  (a) on the date which  is  three years after the Effective Date for
which it was originally payable ("Third  Anniversary"),  (b)  on  the date upon
which  the  Participant  ceases  to be a Director or Consultant for any  reason
("Departure Date") or (c) in five  (5)  equal annual installments commencing on
the  Departure  Date  ("Third  Anniversary" and  "Departure  Date"  each  being
referred to herein as a "Delivery  Date").  Such Deferral Election shall remain
in effect for each subsequent year unless  changed, provided that, any Deferral
Election with respect to a particular year may not be changed less than six (6)
months prior to the beginning of such year and  provided, further, that no more
than one Deferral Election or change thereof may be made in any year.

Any Deferral Election and any change or revocation  thereof  shall  be  made by
delivering written notice thereof to the Committee no later than six (6) months
prior  to  the  beginning  of  the year in which it is to be effected; provided
that, with respect to the year beginning  on  the  Effective Date, any Deferral
Election or revocation thereof must be delivered no  later  than  the  close of
business on the thirtieth (30th) day after the Effective Date.

7.  DEFERRED STOCK ACCOUNTS.

The  Company  shall maintain a Deferred Stock Account for each Participant  who
makes a Deferral  Election  to  which  shall  be credited, as of the applicable
Payment  Time, the number of shares of Common Stock  payable  pursuant  to  the
Stock Retainer  to which the Deferral Election relates.  So long as any amounts
in such Deferred Stock Account have not been delivered to the Participant under
Section 8, each Deferred Stock Account shall be credited as of the payment date
for any dividend  paid  or  other  distribution made with respect to the Common
Stock, with a number of shares of Common  Stock  equal  to  (a)  the  number of
shares of Common Stock shown in such Deferred Stock Account on the record  date
for such dividend or distribution multiplied by (b) the Dividend Equivalent for
such dividend or distribution.

8.  DELIVERY OF SHARES.

(a)  The  shares of Common Stock in a Participant's Deferred Stock Account with
respect to  any  Stock  Retainer  for  which  a Deferral Election has been made
(together with dividends attributable to such shares  credited to such Deferred
Stock Account) shall be delivered in accordance with this  Section 8 as soon as
practicable  after  the  applicable Delivery Date.  Except with  respect  to  a
Deferral Election pursuant  to  Section  6(c),  or  other agreement between the
parties,  such shares shall be delivered at one time;  provided  that,  if  the
number of shares so delivered includes a fractional share, such number shall be
rounded to the nearest whole number of shares. If the Participant has in effect
a Deferral  Election  pursuant  to  Section  6(c),  then  such  shares shall be
delivered   in   five   equal  annual  installments  (together  with  dividends
attributable to such shares  credited to such Deferred Stock Account), with the
first such installment being delivered on the first anniversary of the Delivery
Date; provided that, if in order  to  equalize  such  installments,  fractional
shares  would  have  to  be  delivered, such installments shall be adjusted  by
rounding to the nearest whole  share.   If  any such shares are to be delivered
after the Participant has died or become legally  incompetent,  they  shall  be
delivered to the Participant's estate or legal guardian, as the case may be, in
accordance  with  the  foregoing; provided that, if the Participant dies with a
Deferral Election pursuant  to  Section  6(c)  in  effect,  the Committee shall
deliver   all   remaining  undelivered  shares  to  the  Participant's   estate
immediately. References  to a Participant in this Plan shall be deemed to refer
to the Participant's estate or legal guardian, where appropriate.

(b)  The Company may, but  shall  not be required to, create a grantor trust or
utilize an existing grantor trust (in  either  case,  "Trust")  to assist it in
accumulating the shares of Common Stock needed to fulfill its obligations under
this   Section  8.    However, Participants shall have no beneficial  or  other
interest in the Trust and  the  assets thereof, and their rights under the Plan
shall be as general creditors of  the  Company,  unaffected by the existence or
nonexistence  of  the  Trust,  except that deliveries  of  Stock  Retainers  to
Participants  from the Trust shall,  to  the  extent  thereof,  be  treated  as
satisfying the Company's obligations under this Section 8.

9.  SHARE CERTIFICATES; VOTING AND OTHER RIGHTS.

The certificates  for  shares  delivered to a Participant pursuant to Section 8
above shall be issued in the name  of  the  Participant, and from and after the
date of such issuance the Participant shall be  entitled  to  all  rights  of a
shareholder  with  respect to Common Stock for all such shares issued in his or
her name, including  the  right  to  vote the shares, and the Participant shall
receive  all  dividends  and other distributions  paid  or  made  with  respect
thereto.

10.  GENERAL RESTRICTIONS.

(a)   Notwithstanding any other  provision  of  the  Plan  or  agreements  made
pursuant  thereto,  the  Company  shall not be required to issue or deliver any
certificate or certificates for shares  of Common Stock under the Plan prior to
fulfillment of all of the following conditions:

      (i)  Listing or approval for listing  upon official notice of issuance of
      such  shares  on  the  New  York  Stock Exchange,  Inc.,  or  such  other
      securities exchange as may at the time be a market for the Common Stock;

      (ii)  Any registration or other qualification  of  such  shares under any
      state or federal law or regulation, or the maintaining in  effect  of any
      such registration or other qualification which the Committee shall,  upon
      the advice of counsel, deem necessary or advisable; and

      (iii) Obtaining any other consent, approval, or permit from any state  or
      federal  governmental  agency  which the Committee shall, after receiving
      the advice of counsel, determine to be necessary or advisable.

(b)   Nothing  contained  in  the  Plan shall prevent the Company from adopting
other or additional compensation arrangements for the Participants.

11.  SHARES AVAILABLE.

Subject  to Section 12 below, the maximum number of shares of Common Stock that
may in the  aggregate  be  paid  as Stock Retainers pursuant to the Plan is Two
Hundred Ninety-One Million (291,000,000).   Shares  of  Common  Stock  issuable
under the Plan may be taken from treasury shares of the Company or purchased on
the open market.

12.  ADJUSTMENTS; CHANGE OF CONTROL.

(a)   In the event that there is, at any time after the Board adopts the  Plan,
any change  in  corporate capitalization, such as a stock split, combination of
shares, exchange  of  shares,  warrants  or  rights offering to purchase Common
Stock   at  a  price  below  its  fair  market  value,   reclassification,   or
recapitalization,   or   a   corporate   transaction,   such   as  any  merger,
consolidation,  separation,  including   a  spin-off,  or  other  extraordinary
distribution  of stock or property of the Company, any reorganization  (whether
or not such reorganization  comes within the definition of such term in Section
368 of the Code) or any partial or complete liquidation of the Company (each of
the foregoing a "Transaction"),  in  each  case other than any such Transaction
which  constitutes a Change of Control (as defined  below),  (i)  the  Deferred
Stock Accounts  shall  be  credited with the amount and kind of shares or other
property which would have been  received by a holder of the number of shares of
Common Stock held in such Deferred  Stock  Account  had  such  shares of Common
Stock  been  outstanding  as of the effectiveness of any such Transaction,  and
(ii) the Committee shall appropriately  adjust any other relevant provisions of
the  Plan  and any such modification by the  Committee  shall  be  binding  and
conclusive on all persons.

(b)  If the  shares of Common Stock credited to the Deferred Stock Accounts are
converted pursuant  to  Section 12(a) into another form of property, references
in the Plan to the Common Stock shall be deemed, where appropriate, to refer to
such other form of property,  with  such other modifications as may be required
for the Plan to operate in accordance  with  its purposes. Without limiting the
generality of the foregoing, references to delivery  of certificates for shares
of Common Stock shall be deemed to refer to delivery of  cash and the incidents
of ownership of any other property held in the Deferred Stock Accounts.

(c)  In lieu of the adjustment contemplated by Section 12(a), in the event of a
Change  of  Control,  the following shall occur on the date of  the  Change  of
Control:  (i) the shares  of  Common  Stock held in each Participant's Deferred
Stock Account  shall be deemed to be issued and outstanding as of the Change of
Control; (ii) the Company shall forthwith deliver to each Participant who has a
Deferred Stock Account all of the shares  of Common Stock or any other property
held in such Participant's Deferred Stock Account;  and (iii) the Plan shall be
terminated.

(d)   For  purposes of this Plan, "Change of Control" shall  mean  any  of  the
following events:

      (i)    The  acquisition  by  any  individual, entity or group (within the
      meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
      1934, as amended ("Exchange Act"))  (a  "Person") of beneficial ownership
      (within the meaning of Rule 13d-3 promulgated  under the Exchange Act) of
      twenty percent (20%) or more of either (a) the then outstanding shares of
      common stock of the Company ("Outstanding Company  Common  Stock") or (b)
      the  combined  voting power of the then outstanding voting securities  of
      the Company entitled  to  vote  generally  in  the  election of directors
      ("Outstanding Company Voting Securities"); provided,  however,  that  the
      following acquisitions shall not constitute a Change of Control:  (a) any
      acquisition directly from the Company (excluding an acquisition by virtue
      of  the  exercise  of a conversion privilege unless the security being so
      converted  was itself  acquired  directly  from  the  Company),  (b)  any
      acquisition  by  the Company, (c) any acquisition by any employee benefit
      plan (or related trust)  sponsored  or  maintained  by the Company or any
      corporation  controlled  by  the  Company or (d) any acquisition  by  any
      corporation pursuant to a reorganization,  merger  or  consolidation, if,
      following  such reorganization, merger or consolidation,  the  conditions
      described in  clauses (a), (b) and (c) of paragraph (iii) of this Section
      12(d) are satisfied; or

      (ii)   Individuals  who,  as  of the date hereof, constitute the Board of
      the Company (as of the date hereof,  "Incumbent  Board")  cease  for  any
      reason to constitute at least a majority of the Board; provided, however,
      that  any  individual  becoming  a director subsequent to the date hereof
      whose election, or nomination for election by the Company's shareholders,
      was approved by a vote of at least  a  majority  of  the  directors  then
      comprising  the  Incumbent  Board  shall  be  considered  as  though such
      individual were a member of the Incumbent Board, but excluding,  for this
      purpose, any such individual whose initial assumption of office occurs as
      a  result  of  either  an  actual or threatened election contest (as such
      terms are used in Rule 14a-11  of  Regulation  14A  promulgated under the
      Exchange Act) or other actual or threatened solicitation  of  proxies  or
      consents by or on behalf of a Person other than the Board; or

      (iii)    Approval by the shareholders of the Company of a reorganization,
      merger, binding  share  exchange or consolidation, unless, following such
      reorganization, merger, binding  share exchange or consolidation (a) more
      than sixty percent (60%) of, respectively, the then outstanding shares of
      common  stock  of  the corporation resulting  from  such  reorganization,
      merger, binding share  exchange  or consolidation and the combined voting
      power  of  the then outstanding voting  securities  of  such  corporation
      entitled  to  vote  generally  in  the  election  of  directors  is  then
      beneficially  owned,  directly or indirectly, by all or substantially all
      of  the  individuals  and   entities  who  were  the  beneficial  owners,
      respectively, of the Outstanding  Company  Common  Stock  and Outstanding
      Company  Voting  Securities  immediately  prior  to  such reorganization,
      merger, binding share exchange or consolidation in substantially the same
      proportions as their ownership, immediately prior to such reorganization,
      merger,  binding  share  exchange  or  consolidation, of the  Outstanding
      Company Common Stock and Outstanding Company  Voting  Securities,  as the
      case  may  be, (b) no Person (excluding the Company, any employee benefit
      plan (or related trust) of the Company or such corporation resulting from
      such reorganization,  merger, binding share exchange or consolidation and
      any Person beneficially owning, immediately prior to such reorganization,
      merger, binding share exchange  or consolidation, directly or indirectly,
      twenty percent (20%) or more of the  Outstanding  Company Common Stock or
      Outstanding Company Voting Securities, as the case  may  be) beneficially
      owns,   directly  or  indirectly,  twenty  percent  (20%)  or  more   of,
      respectively,  the  then  outstanding  shares  of  common  stock  of  the
      corporation  resulting  from  such  reorganization, merger, binding share
      exchange  or  consolidation or the combined  voting  power  of  the  then
      outstanding voting  securities  of  such  corporation  entitled  to  vote
      generally in the election of directors and (c) at least a majority of the
      members  of the board of directors of the corporation resulting from such
      reorganization,  merger,  binding  share  exchange  or consolidation were
      members  of  the  Incumbent  Board  at the time of the execution  of  the
      initial  agreement  providing for such  reorganization,  merger,  binding
      share exchange or consolidation; or

      (iv)   Approval by the  shareholders  of  the  Company  of (a) a complete
      liquidation  or  dissolution  of  the  Company or (b) the sale  or  other
      disposition of all or substantially all  of  the  assets  of the Company,
      other than to a corporation, with respect to which following such sale or
      other  disposition,  (x)  more than sixty percent (60%) of, respectively,
      the then outstanding shares  of  common stock of such corporation and the
      combined voting power of the then  outstanding  voting securities of such
      corporation entitled to vote generally in the election  of  directors  is
      then  beneficially owned, directly or indirectly, by all or substantially
      all of  the  individuals  and  entities  who  were the beneficial owners,
      respectively,  of the Outstanding Company Common  Stock  and  Outstanding
      Company  Voting Securities  immediately  prior  to  such  sale  or  other
      disposition  in  substantially  the  same  proportion as their ownership,
      immediately prior to such sale or other disposition,  of  the Outstanding
      Company  Common Stock and Outstanding Company Voting Securities,  as  the
      case may be,  (y)  no  Person  (excluding  the  Company  and any employee
      benefit  plan  (or related trust) of the Company or such corporation  and
      any Person beneficially  owning,  immediately prior to such sale or other
      disposition, directly or indirectly,  twenty percent (20%) or more of the
      Outstanding   Company   Common  Stock  or  Outstanding   Company   Voting
      Securities,  as  the  case  may   be)   beneficially  owns,  directly  or
      indirectly,  twenty  percent (20%) or more  of,  respectively,  the  then
      outstanding shares of  common  stock of such corporation and the combined
      voting  power  of  the  then  outstanding   voting   securities  of  such
      corporation entitled to vote generally in the election  of  directors and
      (z) at least a majority of the members of the board of directors  of such
      corporation  were  members  of  the  Incumbent  Board  at the time of the
      execution of the initial agreement or action of the Board  providing  for
      such sale or other disposition of assets of the Company.

13.  ADMINISTRATION; AMENDMENT AND TERMINATION.

(a)   The Plan shall be administered by a committee consisting of three members
who shall  be the current directors of the Company or senior executive officers
or other directors  who  are not Participants as may be designated by the Chief
Executive Officer ("Committee"),  which  shall  have full authority to construe
and interpret the Plan, to establish, amend and rescind  rules  and regulations
relating  to  the  Plan,  and  to  take  all  such  actions  and  make all such
determinations  in  connection  with  the  Plan  as  it  may deem necessary  or
desirable.   (b) The Board may from time to time make such  amendments  to  the
Plan, including  to  preserve or come within any exemption from liability under
Section 16(b) of the Exchange  Act,  as  it  may  deem  proper  and in the best
interest  of  the  Company  without  approval  of  the  Company's stockholders;
provided  that,  to  the  extent  required  under  Nevada  law  or  to  qualify
transactions  under  the Plan for exemption under Rule 16b-3 promulgated  under
the Exchange Act, no amendment  to  the  Plan  shall be adopted without further
approval of the Company's stockholders and, provided,  further,  that if and to
the  extent  required for the Plan to comply with Rule 16b-3 promulgated  under
the Exchange Act,  no amendment to the Plan shall be made more than once in any
six (6) month period  that  would  change  the  amount,  price or timing of the
grants  of  Common Stock hereunder other than to comport with  changes  in  the
Internal Revenue  Code  of  1986,  as  amended,  the Employee Retirement Income
Security  Act  of 1974, as amended, or the regulations  thereunder.   (c)   The
Board may terminate the Plan at any time by a vote of a majority of the members
thereof.

14.  MISCELLANEOUS.

(a)  Nothing in  the  Plan shall be deemed to create any obligation on the part
of  the  Board to nominate  any  Director  for  re-election  by  the  Company's
shareholders or to limit the rights of the shareholders to remove any Director.

(b)  The Company  shall  have  the  right  to require, prior to the issuance or
delivery of any shares of Common Stock pursuant to the Plan, that a Participant
make arrangements satisfactory to the Committee  for  the  withholding  of  any
taxes  required  by law to be withheld with respect to the issuance or delivery
of such shares, including  without limitation by the withholding of shares that
would otherwise be so issued  or  delivered,  by  withholding  from  any  other
payment  due  to  the  Participant,  or by a cash payment to the Company by the
Participant.

15.  GOVERNING LAW.

The Plan and all actions taken thereunder shall be governed by and construed in
accordance with the laws of the State of Nevada.

WORLD AM, INC.

By: /s/  Robert A. Hovee
________________________________________
Robert A. Hovee, Chief Executive Officer