Exhibit 10.19

                              FORBEARANCE AGREEMENT
                              ---------------------

          THIS  FORBEARANCE  AGREEMENT (this  "Agreement") is entered into as of
January 1, 2006, by and among IMPERIAL PETROLEUM RECOVERY  CORPORATION  ("IPRC")
and SUCCESSOR IN INTEREST TO MOBIL OIL CORPORATION ("Successor").

                                   BACKGROUND

     A. IPRC is indebted to Successor  pursuant to an Agreement dated October 6,
1999 (the "Original  Agreement")  between IPRC and Mobil Technology  corporation
("MTC"),  pursuant  to which MTC  provided  IPRC with a security  deposit of one
million United States Dollars (US $1,000,000)  (the "Security  Deposit"),  which
Security  Deposit IPRC was obligated to repay on August 10, 2003,  together with
accrued interest thereon as specified in the Original Agreement.

     B. As security  for its  obligation  to repay the  Security  Deposit,  IPRC
granted  MTC  a  security   interest  in  the   Torrance  MST   Equipment   (the
"Collateral").

     C. On or about  December  6,  2002,  MTC  assigned  all of its  rights  and
remedies under the Original  Agreement,  including its security  interest in the
Collateral, to Successor .

     D. On or about June 8, 2004,  Successor  and IPRC  entered  into a Security
Deposit  Payment  Forbearance  Agreement  (the "First  Forbearance  Agreement"),
whereby,  inter  alia,  IPRC  agreed  to  repay  the  Security  Deposit  in  six
installments,  and Successor  agreed to forbear its immediate  collection of the
Security Deposit.

     E.  IPRC has  failed  to honor  its  payment  obligations  under  the First
Forbearance  Agreement,  as a result of which Successor is entitled to terminate
its agreement to forbear thereunder and take certain other actions, as set forth
therein.

     F. IPRC has advised Successor that it is unable to repay the full amount of
the  Security  Deposit  and that if full  payment  is  required,  IPRC it may be
compelled to liquidate  and/or seek protection  under the bankruptcy laws of the
United  States.  IPRC has  requested  that  Successor  forgive a portion  of the
Indebtedness  (as defined  below) and that it continue to forbear in  accordance
with the terms and conditions set forth herein.

     G. Unless  otherwise  defined herein,  all  capitalized  terms used but not
defined herein shall have the meaning ascribed to them in the Original Agreement
and/or the First Forbearance Agreement.

          NOW,  THEREFORE,   in  consideration  of  the  foregoing  and  of  the
agreements  and mutual  covenants  set forth below,  for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound hereby, the parties hereto agree as follows:

     Section 1. Acknowledgement of Indebtedness.  IPRC acknowledges and confirms
that it is justly  indebted to Successor in the total  principal  amount of U.S.
$1,000,000,  together with accrued,  unpaid interest  thereon as provided for in
the  Original  Agreement  (the  "Indebtedness");  and IPRC is in  default of its
obligations  to  Successor  under  both the  Original  Agreement  and the  First
Forbearance Agreement.


<PAGE>


     Section 2. Repayment. IPRC shall pay Successor the total sum of $500,000 in
US. Dollars, in immediately  available funds,  remitted by wire transfer or bank
draft as set forth in Section 11(1), as follows:

               (a)  On or before March 1, 2006, IPRC shall pay Successor the sum
                    of $200,000.

               (b)  On or before March 31, 2006,  IPRC shall pay  Successor  the
                    sum of $75,000.

               (c)  On or before June 30, 2006, IPRC shall pay Successor the sum
                    of $75,000.

               (d)  On or before  September  30, 2006,  IPRC shall pay Successor
                    the sum of $75,000.

               (e)  On or before December 31, 2006, IPRC shall pay Successor the
                    sum of $75,000.

     Section 3. Satisfaction of Indebtedness. So long as no Event of Default has
occurred  hereunder,  and all payments  required to be made  hereunder have been
made as and when due, and in accordance  with this Agreement  (the  "Termination
Date"),  Successor shall forgive the balance of the Indebtedness,  including all
interest  accrued and accruing  thereon,  and the  Indebtedness  shall be deemed
satisfied and released,  and IPRC shall have no further obligations to Successor
on account of the  Indebtedness,  and  Successor  shall release all liens on and
other security interests in the Collateral.

     Section  4.  Forbearance.  So long as no  Event  of  Default  has  occurred
hereunder, Successor shall forbear in the exercise of its rights and remedies to
collect the Indebtedness;  provided, however, that if any Event of Default under
this Agreement shall have occurred, this Agreement shall terminate and Successor
shall be free to exercise  immediately all of its rights and remedies to collect
the Indebtedness, and any and all other amounts owed to Successor for any reason
whatsoever,  including without limitation,  all applicable  interest,  costs and
fees, all of which Successor expressly reserves.

     Section 5. Agreements and Covenants by IPRC.

          (a) Limitations on Dividends.  Until the Termination Date, IRPC agrees
that,  without Successor 's express prior written consent,  it shall not pay any
dividend or other distribution  (whether in cash,  securities or other property)
with  respect to any capital  stock or other  equity  interest  of IPRC,  or any
payment (whether in cash,  securities or other property),  including any sinking
fund or similar  deposit,  on account of the purchase,  redemption,  retirement,
acquisition,  cancellation  or  termination  of any such capital  stock or other
equity  interest,  or on account  of any return of capital to the  stockholders,
partners or members of IPRC.

          (b) Limitations on Security Interests.  IPRC shall not grant any other
security  interest or enter into any further pledge or encumbrance of any of its
assets or properties without the prior written consent of Successor .

          (c) Other  Information.  IPRC shall  deliver to  Successor in form and
detail  satisfactory  to Successor , promptly after any request,  copies of such
additional information regarding the business, financial or corporate affairs of
IPRC, or compliance with the terms of this Agreement, as Successor may from time
to time reasonably request.

                                       2
<PAGE>


          (d) Preservation of Existence. IPRC shall preserve, renew and maintain
in full force and effect its legal existence and good standing under the laws of
the jurisdiction of its organization.

          (e) Books and Records.  IPRC shall maintain proper books of record and
account,  in which  full,  true and  correct  entries  in  conformity  with GAAP
consistently  applied  shall be made of all financial  transactions  and matters
involving its assets and business.

          (f)  Inspection  Rights.   IPRC  shall  permit   representatives   and
independent  contractors  of Successor to examine its  corporate,  financial and
operating  records,  and make  copies  thereof or  abstracts  therefrom,  and to
discuss its affairs,  finances and accounts with its  directors,  officers,  and
independent public accountants,  at such reasonable times during normal business
hours and as often as may be reasonably desired; provided,  however, that when a
Default or Event of Default exists Successor (or any of its  representatives  or
independent  contractors)  may do any of the foregoing at the expense of IPRC at
any time and without advance notice.

     Section 6.  Acknowledgments,  Representations  and Warranties.  IPRC hereby
acknowledges, agrees, warrants and represents that:

          (a) It is a  corporation  duly  organized  and  existing,  and in good
standing, under the laws of the State of Nevada.

          (b) It has full power and  authority  to execute,  deliver and perform
this Agreement,  and this Agreement is a legal,  valid and binding obligation of
IPRC, enforceable against IPRC in accordance with its terms.

          (c) This Agreement and all documents and agreements to be executed and
delivered  pursuant  to the  terms  hereof,  have been  duly  authorized  by all
requisite corporate action on the part of IPRC.

          (d) Notwithstanding the stated amount of the Indebtedness as set forth
in Section 1, IPRC further acknowledges that in the event any payment made prior
to or after the date  hereof on  account of the  Indebtedness  is subject to any
action to avoid or rescind same  (whether as a preference  or  otherwise),  such
Indebtedness  shall be  increased  by the  amount of any such  avoided  payment,
together with any costs incurred by Successor in connection with such action(s).

          (e) The Indebtedness is secured by a security  interest (the "Security
Interest") in the Collateral.  IPRC has good title to the  Collateral,  free and
clear of liens,  except for the  Security  Interest  granted to Successor . IPRC
confirms and affirms its previous  grant to Successor of the Security  Interest.
The Security Interest is valid, enforceable, has been perfected and shall remain
in full force and  effect.  IPRC will not  contest or seek to set aside or avoid
the Security Interest.

          (f) To the extent any defenses,  set-offs or counterclaims exist, IPRC
hereby waive any and all defenses, set-offs and counterclaims that they may have
or claim to have  which  relate  to or arise  from the  Indebtedness  and to the
exercise by Successor of its rights and remedies under applicable law.

          (g) All statements,  representations and warranties that IPRC has made
or will make to  Successor  contained  in this  Agreement,  or in any  document,
agreement or other writing  delivered  pursuant to this Agreement,  or otherwise
made pursuant to or this  Agreement,  are and will continue to be true,  correct
and complete in all respects, as of the date when made.

                                       3
<PAGE>


     Section 7.  Events of  Default.  The  occurrence  of any one or more of the
following  events shall  constitute an immediate  "Event of Default"  under this
Agreement without notice or right to cure, unless otherwise provided:

          (a)  IPRC's  failure  to  timely  comply  with  any  term,  condition,
undertaking or covenant contained in this Agreement;

          (b) Any  representation  or warranty  made by IPPC  herein,  or in any
other documents or instruments executed or delivered (or confirmed and ratified)
by IPRC in connection herewith, proves to be false or misleading in any material
respect;

          (c) IPRC  institutes or commences any action or any legal or equitable
proceeding seeking to rescind,  amend, alter,  revoke,  terminate,  or otherwise
modify the provisions of this Agreement; and

          (d)  The   commencement  of  any  bankruptcy,   reorganization,   debt
arrangement,  or other case or proceeding under any state or federal  bankruptcy
or  insolvency  law, or any  dissolution  or  liquidation  proceeding by IPRC or
involuntarily  commenced  against  or  in  respect  of  IPRC  (collectively,   a
"Bankruptcy Proceeding").

     Section 8. Remedies.  Upon the occurrence of an Event of Default hereunder,
the  entire  Indebtedness  shall be due and  payable to  Successor  , along with
Successor 's costs of  collection,  including  reasonable  attorneys'  fees, and
Successor  may  exercise  any and all  remedies  available  to it,  at law or in
equity.

     Section 9. Stay Relief.

          (a) As  consideration  for Successor's  forbearance in accordance with
this Agreement, should IPRC be the subject of a Bankruptcy Proceeding, then IPRC
irrevocably consents and agrees that Successor shall be granted immediate relief
from the  automatic  stay  provided  by  section  362(a)  of the  United  States
Bankruptcy Code, 11 U.S.C. ss. 362(a),  or any similar stay or injunctive relief
provided for under any other form of Bankruptcy Proceeding (the "Stay"), so that
Successor  may  exercise its rights and  remedies in and to the  Collateral  and
otherwise  under this  Agreement  without  further order of any court,  and IPRC
shall not contest Successor 's entitlement to such relief.

          (b) IPRC is aware  that  there may be case law which  holds  that such
pre-petition  consent  to relief  from Stay may be  unenforceable.  IPRC  hereby
agrees that in any Bankruptcy Proceeding, it will be deemed to have rejected and
disavowed any such case law. IPRC further agrees and acknowledges that Successor
is providing it with valuable consideration under this Agreement; that Successor
is foregoing the exercise of its rights and remedies;  that  Successor  would be
prejudiced  if this consent to Stay relief were not enforced in such  Bankruptcy
Proceeding;  that IPRC's other  creditors,  if any,  will not be  prejudiced  by
enforcement  of this  waiver,  but rather have been  benefited  by  Successor 's
willingness to enter into this Agreement;  and that, but for IPRC's agreement to
allow  Successor to have relief from the Stay,  Successor would not have entered
into this Agreement.

          (c) As  consideration  for Successor's  forbearance in accordance with
this Agreement,  should IPRC offer additional equipment and/or products for sale
to Successor or any of its affiliates,  then IPRC shall not offer such equipment
and/or  products at a purchase  price that is less  favorable  than the purchase
price of such  equipment  and /or  products  offered to third  parties.  If IPRC
enters into an agreement with a third party for equipment  and/or  products that
is more  favorable  than the  terms and  conditions  for like  equipment  and/or
products then  Successor or its  affiliates  shall be entitled to the benefit of
the more favorable terms;  provided however, that Successor or its affiliates is
not then in default of any payment obligation to IPRC.

                                       4
<PAGE>


     Section  10.  Option to Refund  Payments.  In the event  that a  Bankruptcy
Proceeding  is  commenced  by or  against  IPRC  within  ninety  (90) days after
Successor 's receipt of a payment or payments pursuant to this Agreement,  then,
at its sole option,  Successor may return the amount of such payment or payments
to IPRC or its bankruptcy estate, and proceed instead to exercise its rights and
remedies in and to the Collateral.

     Section 11. Miscellaneous.

          (a) No Waiver; Cumulative Remedies. No failure or delay on the part of
Successor in exercising any right,  power or remedy under this  Agreement  shall
operate as a waiver,  nor shall any single or partial  exercise  of such  right,
power or remedy preclude any other or further exercise thereof,  or the exercise
of any other  right,  power or remedy.  No waiver of any right,  power or remedy
under of this  Agreement  shall be  effective  unless in  writing  and signed by
Successor . The remedies in this  Agreement are  cumulative and not exclusive of
any remedies provided by law.

          (b) Release.  In consideration  for Successor's  agreements  contained
herein  including  without  limitation,  its  agreement  to forbear as set forth
herein,  IPRC acknowledges and confirms that, as of the date hereof, it does not
have any  offsets,  defenses,  claims  or  counterclaims,  against,  and  hereby
unconditionally  remises,  releases,  and  forever  discharges,  Successor , its
subsidiaries,  affiliated  companies,  and its present and former  stockholders,
partners,   directors,   officers,   servants,  agents,  attorneys,   divisions,
affiliates,  employees,  and representatives,  and all of their heirs,  personal
representatives,  successors and assigns, of and from any and all action, causes
of action,  suits, debts, dues, sums of money,  agreements,  judgments,  claims,
counterclaims,   cross  claims,  defenses  and  demands  whatsoever,  direct  or
indirect,  in law or in equity,  known and unknown,  suspected and  unsuspected,
foreseen  or  unforeseen,  matured  or  immature,  which  IPRC or its  officers,
directors, employees agents, attorneys, affiliates,  successors or assigns, ever
had, now have or in the future may have, for or by reason of any cause,  matter,
or  thing  whatsoever,  from  the  beginning  of the  world  to the date of this
Agreement,  arising out of or related in any way to this Agreement, the Original
Agreement, the First Forbearance Agreement, or any transactions referenced in or
contemplated  hereby . IPRC  further  states  that it has  carefully  read  this
release, knows and understands its contents and its signs the same as of its own
free act and deed.  IPRC further  states that no promise or inducement  has been
offered or made except as provided in this  Agreement  and that this  release is
executed without reliance upon any statement or representation  not contained in
this Agreement.

          (c) Survival of Representations  and Warranties.  All  representations
and warranties of IPRC  contained in this Agreement  shall survive the execution
of this  Agreement  and are  material  and have been or will be  relied  upon by
Successor . For purposes of the foregoing,  all statements in any certificate or
other  writing  required by this  Agreement  to be  delivered to Successor on or
after the execution of this Agreement by or on behalf of IPRC pursuant to and in
accordance  with  this  Agreement  or  in  connection   with  the   transactions
contemplated hereby shall be deemed to representations and warranties  contained
in this Agreement.

          (d) Notices.  All notices  required or permitted  under this Agreement
shall be sent by  registered  or certified  mail or by facsimile and first class
mail to the following  addresses,  or those subsequent addresses of which either
party informs the other in writing.

                                       5
<PAGE>


          (e)  Governing  Law. This  Agreement  and all documents  comprising or
relating to this Agreement shall be construed in accordance with and governed by
the internal laws of the Commonwealth of Virginia without  reference to conflict
of laws principles.

          (f)  Integration.  This  Agreement  and  the  documents  referred  to,
comprising or relating to this  Agreement  constitute  the sole Agreement of the
parties with respect to the subject  matter hereof and thereof and supersede all
oral  negotiations  and prior writing with respect to the subject  matter hereof
and thereof.

          (g)  Amendment  and Waiver.  No  amendment of this  Agreement,  and no
waiver,  discharge or termination  of any one or more of the provisions  hereof,
shall be effective  unless set forth in writing and signed by all of the parties
hereto.

          (h) Successors and Assigns.  This Agreement shall be binding upon, and
inure to the  benefit  of  Successor  and IPRC and  their  respective  nominees,
successors and assigns.

          (i)  CONFESSION OF JUDGMENT.  IPRC HEREBY  IRREVOCABLY  AUTHORIZES AND
EMPOWERS  SUCCESSOR , BY ITS  ATTORNEY OR BY THE CLERK OF ANY COURT OF RECORD IN
ANY  JURISDICTION  WHERE  PERMITTED BY LAW, UPON THE  OCCURRENCE  AND DURING THE
CONTINUATION  OF AN EVENT OF  DEFAULT,  TO APPEAR FOR IPRC AND CONFESS AND ENTER
JUDGMENT  AGAINST IPRC IN FAVOR OF SUCCESSOR IN ANY  JURISDICTION  WHERE IPRC OR
ANY OF ITS PROPERTY IS LOCATED FOR THE AMOUNT OF ALL  OBLIGATIONS AND OTHER SUMS
DUE OR TO BECOME DUE BY IPRC TO SUCCESSOR  UNDER THIS  AGREEMENT,  TOGETHER WITH
COSTS OF SUIT AND WITH ACTUAL  COLLECTION  COSTS  (INCLUDING  ATTORNEYS'  FEES),
AND/OR IN AN ACTION OR  ACTIONS  FOR  REPLEVIN  OR OTHER  APPROPRIATE  ACTION TO
CONFESS AND ENTER  JUDGMENT  AGAINST IPRC,  FOR RECOVERY OF POSSESSION OF ANY OR
ALL OF THE COLLATERAL FOR ITS OBLIGATIONS, AND ALL OTHER PROPERTY OF IPRC AND/OR
THE PROCEEDS  THEREOF,  TOGETHER  WITH COSTS OF SUIT AND WITH ACTUAL  COLLECTION
COSTS (INCLUDING  ATTORNEYS' FEES), WITHOUT THE NECESSITY OF FILING ANY BOND AND
WITHOUT STAY OF EXECUTION OR APPEAL, WITH OR WITHOUT  DECLARATION,  WITHOUT STAY
OF  EXECUTION  AND WITH  RELEASE OF ALL ERRORS AND THE RIGHT TO ISSUE  EXECUTION
FORTHWITH,  AND FOR  DOING  SO  THIS  AGREEMENT  OR A COPY  HEREOF  VERIFIED  BY
AFFIDAVIT  SHALL BE SUFFICIENT  WARRANT.  IPRC HEREBY WAIVES ALL RELIEF FROM ANY
APPRAISEMENT,  STAY OR  EXEMPTION  LAWS OF ANY STATE  NOW IN FORCE OR  HEREAFTER
ENACTED.  THIS  AUTHORITY  AND POWER  SHALL  NOT BE  EXHAUSTED  BY ANY  EXERCISE
THEREOF,  AND JUDGMENT MAY BE CONFESSED AS AFORESAID  FROM TIME TO TIME AS OFTEN
AS THERE IS OCCASION  THEREFOR UNTIL ALL SUMS DUE AND OWING  HEREUNDER ARE FULLY
PAID, PERFORMED, DISCHARGED AND SATISFIED.

          (j) Severability of Provision. Any provision of this Agreement that is
held to be  inoperative,  unenforceable,  void or  invalid  in any  jurisdiction
shall, as to that  jurisdiction be ineffective,  unenforceable,  void or invalid
without  affecting  the  remaining   provisions  in  that  jurisdiction  or  the
operation,   enforceability   or  validity  of  that   provision  in  any  other
jurisdiction and to this end the provisions of this Agreement are declared to be
severable.

          (k)  Counterparts.  This  Agreement  may be  executed in any number of
counterparts,  and each of which shall be deemed an  original,  but all of which
together shall constitute one and the same Agreement.

                                       6
<PAGE>


          (l) Payments.  All amounts  specified in Section 2 are in U.S. Dollars
and all payments  provided for in this agreement  shall be paid in United States
Dollars and be remitted preferably by electronic funds transfer,  or by check or
draft to the  addresses  set forth in this  Section.  Successor  may  change the
addresses  for  electronic  or check or draft  payments by  providing  IPRC with
written notice.

        IN WITNESS  WHEREOF,  the  parties to this  Agreement  have  caused this
Agreement to be executed  individually or by their duly  authorized  officers or
representatives on the date first written above.



SUCCESSOR


By:  /s/
     ---
     Name:
     Title:




IMPERIAL PETROLEUM RECOVERY CORPORATION



By:  /s/ Alan B. Springer
     --------------------
     Name:  Alan B. Springer
     Title:  Chairman/CEO

                                       7