SECOND AMENDED FORBEARANCE AGREEMENT
This Agreement (the "Agreement") is entered into and made this
21st
day of June 2005, by and among VITROTECH
CORPORATION, a Nevada corporation
("VitroTech"), VITROCO INCORPORATED, a
Nevada corporation
("VitroCo")(collectively, VitroTech and
VitroCo are referred to as the
"Borrowers"), and 1568931 ONTARIO LTD., an
Ontario corporation ("Lender").
WHEREAS, (i) Lender and Borrowers entered into that certain
agreement dated September 29, 2004 (the
"September 2004 Agreement") and the
Mines and Hi-Tech (as those terms are
defined below) pledged certain interests
to Lender pursuant to the September 2004
Agreement and (ii) Lender and Borrowers
have executed various documents further
defining the rights of Lender and
Borrowers under the September 2004
Agreement, including, without limitation,
that certain Loan and Security Agreement
(the "Loan Agreement") (such documents
being referred to, collectively, as the
"Loan Documents") pursuant to which the
Lender has advanced substantial funds to
VitroTech and Lender has a perfected
security interest in certain assets of
Borrowers, the Mine and Hi-Tech;
WHEREAS, Lender and Borrowers entered into that certain the
forbearance agreement dated May 10, 2005
(the "Forbearance Agreement") by and
among the parties hereto and that certain
amended forbearance agreement dated
May 17, 2005 (the "Amended Forbearance
Agreement") by and among the parties
hereto, and the parties desire to further
amend the Amended Forbearance
Agreement as set forth herein. Capitalized
terms used herein but not defined
herein shall have the meaning set forth in
the Amended Forbearance Agreement;
NOW, THEREFORE, for and in consideration of the mutual promises
herein contained, and other good and
valuable consideration, the receipt and
sufficiency of which are hereby
acknowledged, Lender and Borrowers hereby agree
as follows:
1. At the specific request of Borrowers, Lender hereby agrees
to
forbear from exercising any remedy
available to Lender upon the occurrence of an
Event of Default or Default under the
September 2004 Agreement and/or the Loan
Documents until the earlier of (i)
September 29, 2005 or (ii) a Triggering
Event.
2. The Lender agrees that the Borrowers assignment of (i) the
Inventory and (ii) the Borrowers accounts
receivable and other forms of rights
to payment pursuant to the Amended
Forbearance Agreement is null and void ab
initio and of no force and effect; provided
however, Borrower acknowledges and
agrees that such Inventory and such
accounts receivabl
