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AGREEMENT
This Agreement is entered into as of January 14, 2005 by and
between
VitroTech Corporation, a Nevada corporation ("VitroTech"),
Hi-Tech Environmental
Products, LLC, a Nevada limited liability company ("Hi-Tech"),
and Enviro
Investment Group, LLC, a Nevada limited liability company
("EIG"), with
reference to the following facts:
A. Concurrently herewith, VitroTech is entering into a Note and
Warrant
Purchase Agreement (the "Purchase Agreement") with Vitrobirth,
LLC, a Delaware
limited liability company ("Vitrobirth").
B. EIG previously agreed (the "Pledge Commitment") to execute a
Security
Agreement in favor of 1568931 Ontario Ltd. ("Ontario"), pursuant
to which EIG
would grant a security interest to Ontario in Thirty Million
(30,000,000) pounds
of mineral (the "Collateral") located on its mine site in
Calaveras County,
California.
C. As of September 30, 2004, VitroTech owed to EIG the sum of
$640,931.70,
and VitroTech owed to Hi-Tech the sum of $444,721.88. In
addition, Red Rock
Canyon Mineral, LLC ("Red Rock") has an obligation to pay to Mr.
and Mrs.
Mathewson the sum of $150,000 plus accrued interest on or before
January 30,
2005, and EIG has the obligation to pay Candrea Bennett the sum
of $50,000 in
March, 2005.
D. Effective October 1, 2004, VitroTech, Hi-Tech, EIG and
certain other
parties entered into a Settlement and Modification Agreement
pursuant to which
Hi-Tech and EIG agreed to forebear from declaring a default
under certain
agreements relative to amounts owed to Hi-Tech and EIG, among
other things, and
VitroTech agreed to use good faith efforts to allocate a portion
of the funds
received from subsequent financings received by VitroTech to
reduce the amounts
owing by VitroTech to Hi-Tech and EIG.
E. As a condition of the financing expected to be received from
Vitrobirth
pursuant to the Purchase Agreement, Ontario has agreed to share
with Vitrobirth
the collateral pledged by EIG pursuant to the Pledge Commitment
and Vitrobirth
has agreed to an allocation of a portion of the financing
proceeds being used
for the purpose of reducing the amounts owing to Hi-Tech and
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