SECOND AMENDED FORBEARANCE AGREEMENT

                      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