Exhibit 10.9
FORBEARANCE AGREEMENT
The undersigned parties, Krida Overseas Trading and Investment Limited, a Cyprus
entity whose registered office is located at c/o BDO International, 00 Xxxxx
Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxx CY-1519 (hereinafter referred to as
"Krida"), Xxxx X. Xxxxxxxx, personally and as representative of Xxxxxxxx Family
Trust, Pinecrest Consultants Inc., and Management Synergistics, all located at
000 Xxxxxxxxx Xxxxx, Xxxx Xxxxx, Xxxxxxx, Xxxxxx X0X 0X0 (hereinafter
individually and collectively referred to as "Xxxxxxxx"), and NuPro Innovations
Inc., a Delaware corporation, located at 0000 X. Xxxxxxxxxx Xxxx, Xxxxxx,
Xxxxxxx XXX 00000-0000 (hereinafter referred to as "NuPro"), hereby enter into
this Forbearance Agreement (hereinafter referred to as the "Forbearance
Agreement").
Whereas, NuPro acknowledges its obligations to pay Krida and Xxxxxxxx for
accrued and unpaid monies for management services rendered to NuPro during
previous years, described in NuPro's records and financial statements as accrued
management fees (hereinafter referred to as the "Fees"); and
Whereas, NuPro, Krida, and Xxxxxxxx agree that the Fees due to be paid to Krida
as of September 30, 2000 total one hundred seventy-five thousand dollars
(US$175,000) and the Fees due to be paid to Xxxxxxxx as of September 30, 2000
total one hundred seventy-five thousand dollars (US$175,000); and
Whereas, Krida and Xxxxxxxx recognize the need for NuPro to conserve its cash
resources during NuPro's development stage, for use as operating capital and for
generating revenues and profits; and
THEREFORE, for $10.00 and other good and valuable consideration mutually paid by
the parties, the receipt and sufficiency of which is hereby acknowledged, Krida,
Xxxxxxxx and NuPro agree to the following terms of the Forbearance Agreement:
1. Subject to consideration provided for in paragraph 2 below, or other
suitable means established to schedule the payment of Fees agreed upon by
the parties, Krida and Xxxxxxxx agree to forbear on any demand for payment
of the Fees until NuPro's resources are sufficient to ensure that such
payment of all or some of the Fees will not impair NuPro's ability to
respond to its operational cash needs or other corporate opportunities.
Krida's and Xxxxxxxx'x forbearance shall continue until all Fees have been
retired as per provisions provided for in this Forbearance Agreement.
2. NuPro agrees that the Fees will be paid to Krida and Xxxxxxxx in an orderly
manner, based on NuPro's ability to make payment, as determined by the
following circumstances:
a) At which time NuPro shall attain the generation of ten million dollars
(US$10,000,000) in revenues in any twelve (12) month fiscal period,
NuPro will contribute forty percent (40%) of the net operating profits
for that same period toward repayment of the outstanding balance of
Fees.. Funds paid in such a manner shall be distributed in equal
increments to Krida and Xxxxxxxx, payable 120 days after the fiscal
year end.
Or
b) At which time NuPro shall realize the generation of additional equity
contributions equal to or in excess of five million dollars
(US$5,000,000) in any twelve (12) month period, NuPro shall utilize a
portion of those equity contributions to retire all outstanding and
unpaid Fees.
3. NuPro, Xxxxxxxx, and Krida agree that the two aforementioned methods of
repayment are the only means by which NuPro shall retire the unpaid Fees to
any party, with the express exception that NuPro agrees to pay Krida a
minimum of $25,000 annually plus any applicable withholding taxes. Any such
advances to Krida shall reduce the unpaid balance of the Fees accordingly.
4. Krida, Fitchett, and NuPro agree that any Fees accrued and unpaid shall not
bear interest, regardless of the date of retirement.
The Forbearance Agreement is signed in multiple copies by Krida and NuPro in
Tucson, Arizona USA respectively, and by Xxxxxxxx in Port Perry, Ontario on the
dates so indicated below and shall be effective as of December 1, 1999.
KRIDA
/s/ Xxxx Xxxxxxxxxxx L.S. Witness: /s/ Xxxxx Xxxxxx
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Authorized signer date 11-8-00
XXXXXXXX
/s/ Xxxx X. Xxxxxxxx X.X. Witness: /s/ Xxx-Xxxxx Xxxxxxxx
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NUPRO INNOVATIONS INC.
By: /s/ Xxxx Xxxxxxxxxxx Attest: /s/ Xxxxxxxx XxXxxx
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Its: Treasurer date 11-8-00
