EX 10.3


     

    

      SERVICE
        AGREEMENT

       

      Amendment
        No. 2

       

      THIS
        SERVICE AGREEMENT
        is made
        effective the 15th
        day of
        November, 2005.

       

      BETWEEN:

      Tora
        Technologies Inc.

      205-1990
        Kent Ave. SE

      Vancouver,
        BC

      Canada,
        V5P 4X5


       

      (hereinafter
        called “TORA”)

       

      AND:

      LA
        Embroidery Inc.

      818
        Renfrew St.

      Vancouver,
        BC

      Canada,
        V4K 4B6

       

      (hereinafter
        called “LA”)

       

      WHEREAS:

       

      
        	1.  	
                TORA
                  is in the business of Internet marketing of custom embroidery,
                  contract
                  embroidery, monogramming, digitizing and other
                  services.

              


      

       

      
        	2.  	
                LA
                  wishes to increase its market exposure by offering its products
                  and
                  services via the Internet.

              


      

       

      
        	3.  	
                TORA
                  considers it to be in the best interest to enter into a service
                  agreement
                  with LA for fulfillment services to enable TORA to market custom
                  embroidery services on the
                  Internet.

              


      

       

      
        	4.  	
                TORA
                  and LA previously entered into a Service Agreement on October 20,
                  2003,
                  and an amended agreement on November 15, 2004 which this Service
                  Agreement
                  amends and supersedes.

              


      

       

      
        	1
                  	
                NOW
                  THEREFORE THIS AGREEMENT WITNESS THAT the parties mutually agree
                  as
                  follows:ENGAGEMENT

              


      

       

      
        
          
          

        

        
          Page
            - 1

          
            

          

        

        
          
          

        

      

       

      Subject
        to the terms and conditions hereof, TORA hereby enters into a service agreement
        with LA for fulfillment services.

       

      Both
        parties obligations under this agreement shall commence on the day (the
“Effective Date”) following the day both parties execute this
        Agreement.

       

      
        	2
                  	
                TERMS
                  OF AGREEMENT

              


      

       

      
        	2.1
                  	
                LA
                  has received USD $5,000 (Five Thousand US Dollars) from TORA and
                  250,000
                  (Two Hundred and Fifty Thousand) shares of TORA's common
                  stock.

              


      

       

      
        	2.2
                  	
                TORA
                  will receive the non-exclusive right to market LA's custom embroidery
                  services via the Internet.

              


      

       

      
        	2.3
                  	
                TORA
                  commits to ordering on a cumulative basis a minimum of LA's products
                  and
                  services under the following terms:

              


      

       

      
        By
          December 31, 2005 an amount of USD $12,000

      

      By
        December 31, 2006 an amount of USD $25,000

      By
        December 31, 2007 an amount of USD $50,000

       

      
        	2.4
                  	
                LA
                  commits to providing full fulfillment services to TORA such that
                  TORA may
                  operate as an Internet only provider.


              


      

       

      
        	2.5
                  	
                LA
                  commits to providing TORA with wholesale pricing from the LA's
                  vendors and
                  internal employees plus 15%. TORA has the right to request price
                  audits
                  from time to time to confirm LA's wholesale
                  pricing.

              


      

       

      
        	2.6
                  	
                When
                  TORA has fulfilled its commitments in 2.3 above LA will provide
                  TORA with
                  wholesale pricing until the termination of this
                  agreement.

              


      

       

      
        	3
                  	
                RELATIONSHIP
                  OF THE PARTIES

              


      

       

      
        	3.1
                  	
                This
                  Agreement and the rights or benefits arising thereunder are assignable
                  by
                  either party.

              


      

       

       

      
        
          
          

        

        
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            - 2

          
            

          

        

        
          
          

        

      

       

      
        	4
                  	
                NOTICES

              


      

       

      
        	4.1
                  	
                Any
                  notice, direction or other instrument required or permitted to
                  be given
                  under the provisions of the Agreement will be in writing and may
                  be given
                  by delivery of the same or by mailing the same by prepaid, registered
                  or
                  certified mail, in each case addressed as
                  follows:

              


      

       

      
        	
                If
                  to TORA at:

                 

                205-1990
                  Kent Ave. SE

                Vancouver,
                  BC

                Canada,
                  V5P 4X5

              	
                If
                  to LA at:

                 

                818
                  Renfrew St.

                Vancouver,
                  BC

                Canada,
                  V4K 4B6

              


      

       

      
        	4.2
                  	
                Any
                  notice, direction or other instrument aforesaid, if delivered,
                  will be
                  deemed to have been given and received on the day it was delivered,
                  and if
                  mailed, will be deemed to have been given and received on the fifth
                  business day following the day of mailing except in the event of
                  disruption of the postal service in which event notice will be
                  deemed to
                  be received only when actually received and, if sent by fax or
                  other
                  similar form of electronic communication, be deemed to have given
                  or
                  received on the day it was so sent.

              


      

       

      
        	4.3
                  	
                Any
                  party at any time given to the other notice in writing of any change
                  of
                  address of the party giving such notice and from and after the
                  giving of
                  such notice the address or addresses therein will be deemed to
                  be the
                  address of such party for the purposes of giving notice hereunder.
                  

              


      

       

      
        	5
                  	
                FURTHER
                  ASSURANCES

              


      

       

      
        	5.1
                  	
                Each
                  party will at any time from time to time, upon request of the other,
                  execute and deliver such further documents and do such further
                  acts and
                  things as such other party may reasonably request in order to evidence,
                  carry our and give full effect to the terms, conditions, intent
                  and
                  meaning of this Agreement.

              


      

       

      
        	5.2
                  	
                This
                  Agreement constitutes the entire Agreement between the parties
                  and
                  supersedes any prior or contemporaneous agreements, oral or written.
                  This
                  Agreement is amendable by either party in writing upon signed acceptance
                  by both parties.

              


      

       

      
        	5.3
                  	
                TORA
                  and LA agree to binding arbitration via an Arbitration Council
                  selected by
                  TORA if required for settlement of any disputes arising
                  herein.

              


      

       

      
        	6
                  	
                EXPIRATION

              


      

       

      
        	6.1
                  	
                This
                  Agreement expires on December 31, 2008 unless terminated earlier
                  subject
                  to termination clause 7.1 below.

              


      

       

      
        
          
          

        

        
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        	7
                  	
                TERMINATION

              


      

       

      
        	1.1
                  	
                Either
                  party may terminate this Agreement with 30 days notice if the terms
                  of
                  this Agreement defined hereabove are breeched. A termination notice
                  must
                  be provided in writing under the terms of the the notice provision
                  defined
                  hereabove.

              


      

       

      
        	2
                  	
                ENUREMENT

              


      

       

      
        	2.1
                  	
                This
                  Agreement shall enure to the benefit of and be binding on the parties
                  to
                  this Agreement and their respective successors and permitted
                  assigns.

              


      

       

      
        	3
                  	
                GOVERNING
                  LAW

              


      

       

      
        	3.1
                  	
                This
                  Agreement shall be governed by and construed in accordance of the
                  laws of
                  the province of British Columbia, Canada, and the parties hereby
                  irrevocably attorn to the courts of such
                  province.

              


      

       

      IN
        WITNESS WHEREOF the parties have executed this Agreement by their duly
        authorized signatories as the day and year first above
        written.

       

      
        	
                Tora
                  Technologies, Inc.

                 

                Per:
                  /s/
                  Ralph Biggar

                 

                Ralph
                  Biggar

              	
                LA
                  Embroidery Inc.

                 

                Per:
                  /s/
                  Antonio Pires

                 

                Antonio
                  Pires

              


      

      


      
        
          
          

        

        
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