Filed by Automated Filing Services Inc. (604) 609-0244 - XLR Medical Corp. - Exhibit 10.3





 FORBEARANCE AND AMENDMENT AGREEMENT

                                THIS
  AGREEMENT made the 28th day of February, 2005. 


A M O N G: 


  
    
      
        
          
            
               689158 B.C. LTD. 

               (the “Borrower”) 

               - and - 

               THE CHARLES F. WHITE CORPORATION 

               (the “Lender”) 

               - and - 

               XLR MEDICAL CORP. 

               (“XLR”) 

            

          

        

      

    

  



                                WHEREAS
  the Borrower is indebted to the Lender in the principal amount of $580,000
  (U.S.), together with interest (the “Indebtedness”) pursuant
  to the terms of the Loan Agreement dated March 8, 2004 (the “Loan Agreement”);


                                AND
  WHEREAS TSI Medical Corp. guaranteed the payment and performance of all
  debts, liabilities and obligations, both present and future, including the Indebtedness,
  of the Borrower to the Lender, which may be outstanding from time to time (the
  “Obligations”), pursuant to a guarantee dated March 8, 2004
  (the “Guarantee”); 

                                AND
  WHEREAS TSI Medical Corp. executed and delivered a share pledge agreement
  (the “Share Pledge”) to and in favour of the Lender as security
  for its obligations (the “XLR Obligations”) under the Guarantee,
  dated March 8, 2004; 

                                AND
  WHEREAS XLR is successor to TSI Medical Corp. by way of merger and has succeeded
  to all of the obligations of TSI Medical Corp. under the Guarantee and the Share
  Pledge; 

                                AND
  WHEREAS pursuant to letters dated October 26, 2004 and November 15, 2004,
  the Lender, by its solicitors, demanded repayment from the Borrower of the Indebtedness,
  together with all costs, charges, fees and expenses incurred and to be incurred
  in connection therewith, and together with interest thereon as a result of the
  Borrower’s default of its obligations under the Loan Agreement, and issued
  a Notice of Intention to Enforce Security (the “Notice of Intention”)
  pursuant to the Bankruptcy and Insolvency Act;








 - 2 - 

                                AND
  WHEREAS each of the Borrower and XLR (collectively, the “Debtors”)
  has requested the Lender’s forbearance during the Forbearance Period (as
  defined below) with respect to the enforcement of the Lender’s rights
  and remedies against the Debtors; 

                                AND
  WHEREAS each of the Debtors has agreed to perform or fulfill, or cause to
  be performed or fulfilled, all of the covenants, agreements, undertakings and
  conditions contained in this Agreement in consideration of the Lender entering
  into this Agreement; 

                                NOW
  THEREFORE THIS AGREEMENT WITNESSES that, for good and valuable consideration,
  the receipt and sufficiency of which are hereby acknowledged, the undersigned
  hereby covenant and agree with each other as follows: 

	 1.      	 Debtors’ Acknowledgement.
        Each of the Debtors hereby confirms, acknowledges and agrees that
        each of the Loan Agreement, the Share Pledge and the Guarantee (collectively,
        the “Existing Security”) is fully enforceable by the
        Lender against each party thereto in accordance with its terms unaltered,
        that the Borrower is in default and that the Lender is entitled to exercise
        all of its rights and remedies. Each of the Debtors hereby further acknowledges
        and agrees that the Lender has provided reasonable notice to all of the
        Debtors in respect of the exercise of all such rights and remedies and
        that no further notice shall be required prior to such exercise at any
        time in the future. To the extent permitted by law, each of the Debtors
        hereby waives all defences and claims now held against the Lender in connection
        with the exercise of the said rights and remedies by or on behalf of the
        Lender. 

	 
	 2.      	 Debtors’ Representations.
        Each of the Debtors hereby jointly and severally represents and warrants
        to the Lender, and acknowledges that the Lender is relying upon all of
        such representations and warranties in entering into this Agreement, as
        follows: 

	 
	 	 (a)     
      
	 the recitals to this Agreement are true and correct;
      

	 
	 	 (b)      
	 all corporate action on their part necessary for
        the authorization, execution, delivery and performance of this Agreement
        by the Borrower has been duly authorized and taken; 

	 
	 	 (c)      
	 this Agreement, when duly executed and delivered
        by the Debtors will constitute a legal, valid and binding obligation,
        enforceable against each of the Debtors in accordance with its terms;
      

	 
	 	 (d)      
	 there is no charter or by-law provision or directors’
        or shareholders’ resolution of the Borrower or XLR which would be
        contravened by the execution and delivery of this Agreement, or by the
        performance of any provision, condition, covenant or other term hereof;
        and 

	 
	 	 (e)      
	 there is no provision of any indenture or agreement,
        written or oral, to which any of the Debtors is a party or under which
        any of the Debtors is obligated and, to the knowledge of each Debtor,
        there is no statute, rule, regulation, judgment, decree or order of any
        court or agency binding any of the Debtors, which would be 












 - 3 - 

	 	  	contravened by the execution and delivery of this
        Agreement, or by the performance of any provision, condition, covenant
        or other term hereof. 

	 	 	 
	 3.      	 Forbearance.
        Except as otherwise specifically provided herein, the Lender hereby
        covenants and agrees to refrain, during the Forbearance Period, from further
        enforcing its rights and remedies against any of the Debtors. In this
        Agreement, “Forbearance Period” shall mean the period
        commencing upon the execution and delivery of this Agreement by the Lender
        and all of the Debtors and ending upon the earlier of March 31, 2005 and
        the termination of the Forbearance Period by the Lender in accordance
        with this Agreement. Upon and after the expiration or termination of the
        Forbearance Period, the Lender shall have no obligations whatsoever pursuant
        to this Agreement but in all other respects this Agreement and all of
        the obligations of the Debtors hereunder shall survive and continue in
        full force and effect. 

	 	 	 
	 4.      	 No Waiver.
        None of the covenants and agreements of the Lender in this Agreement,
        nor the performance thereof at any time, shall constitute, or be deemed
        or implied to be, a waiver by the Lender of any default, either hereunder
        or under the Existing Security, that has occurred to the date hereof or
        any other subsequent or similar default. 

	 	 	 
	 5.      	 Amendments.
      

	 	 	 
	 	 (a)      	 Section 2.2 of the Loan Agreement is
        amended by deleting the final sentence thereof and amending the second
        sentence thereof to read as follows: 





  
    
      
        “Interest shall accrue on each tranche of the
          Principal Sum remaining unpaid from time to time (from the date of advance
          of such tranche) both before and after the Maturity Date, at a rate
          of 12% per annum, and payable on the Maturity Date.” 

      

    

  



	  	 	 In addition, the Promissory Note dated March 8,
        2004 made by the Borrower in the principal amount of U.S. $500,000
        is hereby amended by inserting a period after the word “demand”
        in the second paragraph and deleting the remainder of such paragraph.
      

	 	 	 
	 	 	 Such amendments shall be effective retroactively.
        It is acknowledged that as a result of such amendments, the Borrower’s
        obligations on account of principal and accrued interest in respect of
        the U.S. $500,000 loan forming part of the Obligations were U.S. $549,662.23
        as at December 17, 2004. 

	 	 	 
	 	 (b)      	 The Promissory Note dated the 8th
        day of March, 2004 made by the Borrower in the principal amount
        of U.S. $80,000 is hereby amended by replacing the words “2%
        per month” in the second paragraph with the words “24% per
        annum”. It is acknowledged that the Borrower’s obligations
        on account of principal and accrued interest in respect of such Promissory
        Note were U.S. $89,182.25 as at December 17, 2004. 











 - 4 - 

	 6.      	 Debtors’ General Covenants.
        Each of the Debtors hereby further jointly and severally covenants
        and agrees with the Lender, and acknowledges that the Lender is relying
        upon all of such covenants in entering into this Agreement, which covenants
        shall be separate and cumulative and in addition to all other covenants
        in this Agreement, that at all times from and after the date hereof and
        until the payment and performance of all of the Obligations in full, each
        of the Debtors shall: 

	 
	 	 (a)     
      
	 not provide any financial assistance or make any
        payment or transfer any asset to any person not at arm’s length
        (within the meaning of the Income Tax Act (Canada)) other than
        regular consulting fees paid under presently existing arrangements as
        set out in the Schedule to this Agreement or reimbursements of reasonable
        expenses incurred on behalf of the Debtors; 

	 
	 	 (b)      
	 pay or cause to be paid, and shall indemnify and
        save the Lender harmless against, all fees, costs and expenses (including
        legal fees on a solicitor and client basis, but excluding all costs, fees
        and expenses incurred by the Lender in the preparation and execution of
        this Agreement) incurred with respect to: advice to the Lender in respect
        of the Indebtedness and in the preparation and execution of any amendment
        to this Agreement and all other documentation required hereunder or under
        the Existing Security and any financing statements, financing change statements
        and notices of security interest filed with respect thereto; the exercising
        of any or all of the rights, remedies and powers of the Lender under this
        Agreement or the Existing Security; the taking, recovering or possessing
        of any or all of the assets of the Debtors, and of any other proceedings
        taken for the purpose of enforcing the remedies provided herein or therein
        or by reason of non- payment of the Obligations; and all other fees, costs,
        expenses and interest obligations constituting the Obligations, as they
        accrue; and all of the foregoing amounts shall bear interest at an annual
        rate equal to the highest rate borne by any of the Obligations and shall
        be payable on demand; 

	 
	 	 (c)      
	 pay or cause to be paid to the Lender when due any
        and all amounts required by this Agreement to be paid to the Lender; 

	 
	 	 (d)      
	 carry on its business in the ordinary course and
        in a commercially reasonable and prudent manner, maintain and preserve
        all of its property, assets and undertaking in good condition and repair,
        and maintain in good standing all of its insurance policies; 

	 
	 	 (e)      
	 outside of the ordinary course of business, refrain
        from making any purchases or payments, or declaring any dividends, or
        incurring any expenses or liabilities, or granting any bonuses or salary
        increases, or making any capital expenditures, or selling, transferring,
        releasing, settling, assigning, transferring or moving any of its property
        or assets except with the Lender’s prior written consent; 

	 
	 	 (f)      
	 keep proper books of account and records covering
        all its business and affairs on a current basis in accordance with generally
        accepted accounting principles consistently applied and shall deliver
        financial statements to the Lender from time to time as required by the
        Lender; prepare and file all tax returns in a timely 












 - 5 - 

	 	  	manner; permit the Lender and any representative
        of the Lender at any time to inspect its books of account, records and
        documents, to make copies and summaries thereof and to make enquiries
        and tests for the purpose of verification thereof; provide the Lender
        with all reports as required by the Lender, including reports on all sales,
        purchases, receipts, deposits, payments, contracts or agreements which
        have been made or may be made by it or on its behalf; 

	 
	 	 (g)      
	 at all times maintain its corporate existence and
        take all prudent action necessary or desirable to preserve and protect
        all of the rights, powers, privileges and goodwill owned by it; 

	 
	 	 (h)      
	 not, without first obtaining the written consent
        of the Lender, consolidate, amalgamate or merge with any other corporation
        or acquire the shares of any corporation, firm or partnership or acquire
        the assets of any corporation, firm or partnership outside of the ordinary
        course of its business, nor shall it invest in, lend money to, guarantee
        or assume the indebtedness of any person, firm or corporation otherwise
        than by way of credit or advances in the ordinary course of its business
        in respect of goods or services required or provided by it; it shall not
        enter into any transaction whereby all or a substantial part of its undertaking,
        property and assets become the property of any other person, firm or corporation;
        it shall not, without the prior written consent of the Lender, increase,
        reduce, change, classify or reclassify its authorized or issued capital
        or issue any additional shares thereof; and it shall not without the prior
        written consent of the Lender, purchase, redeem, acquire or retire any
        of its shares; 

	 
	 	 (i)      
	 not, without first giving notice to the Lender,
        change its name; and 

	 
	 	 (j)      
	 notwithstanding the Lender’s covenant in Section
        3, during the Forbearance Period, pay to the Lender, to be applied against
        the Indebtedness, the proceeds received by such Debtor in connection with
        any transaction out of the ordinary course of business (including, without
        limitation, any sale of assets, any issuance of shares and any merger
        or amalgamation), such proceeds to be remitted to the Lender immediately
        upon receipt by the relevant Debtor(s), except that XLR shall be required
        to remit such proceeds only to the extent that it has a working capital
        surplus in excess of U.S. $100,000. 

	 
	 7.      
	 Default. All of the
        Debtors shall be deemed to be in default hereunder (“Default”)
        if: 

	 
	 	 (a)      
	 any representation or warranty of any of the Debtors
        in this Agreement is at the date hereof, or shall at any time after the
        date hereof, become untrue, inaccurate or incomplete in any respect; 

	 
	 	 (b)      
	 any of the Debtors breach or default in performing,
        complying with or fulfilling any covenant, agreement, undertaking, condition
        or obligation in, under or pursuant to this Agreement; 

	 
	 	 (c)      
	 any condition, step, act or thing required to be
        completed, performed, fulfilled, executed or delivered by any of the Debtors
        under this Agreement shall not be so 












 - 6 - 

	 	  	completed, performed, fulfilled, executed or delivered
        as, when and in the form required by the Lender or stipulated hereunder;
      

	 
	 	 (d)      	 any creditor (secured or unsecured) of the Borrower
        takes steps to enforce its rights against the assets of a Debtor, including
        rights pursuant to any security granted to such creditor or creditors
        other than merely the making of a demand for payment, the filing of a
        notice under section 244 of the Bankruptcy and Insolvency Act or
        the filing of a statement of claim; or 

	 
	 	 (e)      	 if either of the Debtors, other than as provided
        hereunder, or without the consent of the Lender, applies for, consents
        to, or acquiesces in, the appointment of a trustee, receiver or other
        custodian for such Debtor or any property thereof, or, in the absence
        of such application, consent or acquiescence, a trustee, receiver or other
        custodian is appointed for such Debtor or for any property thereof, or
        if either of the Debtors makes a general assignment for the benefit of
        creditors, or if a bankruptcy, insolvency, reorganization, readjustment,
        arrangement, composition, moratorium or other case or proceeding seeking
        similar relief, or any dissolution, liquidation or winding-up proceeding,
        under any bankruptcy, insolvency, moratorium, corporate or other analogous
        law or provision is commenced in respect of either of the Debtors or any
        property thereof, or, if such case or proceeding is not commenced by either
        of the Debtors, is consented to or acquiesced in by such Debtor or if
        either of the Debtors takes any corporate or other action to authorize,
        or in furtherance of, any of the foregoing. 

	 
	 8.      	 Termination of Forbearance Period.
        In the sole and absolute discretion of the Lender, upon the occurrence
        of any Default at any time during the Forbearance Period, or upon the
        expiration of the Forbearance Period: 

	 
	 	 (a)      	 all of the Obligations, including without limitation
        all of the Indebtedness and all other amounts payable hereunder, shall
        become immediately due and payable without further notice, presentment,
        demand or request; 

	 
	 	 (b)      	 any or all of the rights and remedies available
        to the Lender, under the Existing Security or otherwise, may be immediately
        exercised; and 

	 
	 	 (c)      	 each of the Debtors shall forthwith perform and
        make payment in full of all of the Obligations which remain outstanding
        at that time, including without limitation all of the Indebtedness including
        all amounts payable hereunder together with all accrued interest and accruing
        interest thereon, without any further notice, presentment, demand or request
        for payment from the Lender, failing which each of the Debtors hereby
        consent to the immediate enforcement by the Lender of all of the Existing
        Security, without any further notice, presentment, demand or request for
        payment, and each of the Debtors hereby further agrees to assign any or
        all of the Debtors into bankruptcy or to consent to the making of an interim
        or final receiving order against any or all of the Debtors if so requested
        by the Lender; 












 - 7 - 

 PROVIDED THAT NO FORBEARANCE ON THE PART OF THE LENDER
  WITH RESPECT TO ANY OCCURRENCE OF ANY DEFAULT HEREIN SPECIFIED WILL CONSTITUTE
  OR BE DEEMED OR IMPLIED TO BE A WAIVER BY THE LENDER OF SUCH DEFAULT OR ANY
  OTHER, SUBSEQUENT OR SIMILAR DEFAULT. 

	 9.      	 Other Agreements. In the event
        of an inconsistency between the provisions of this Agreement and the provisions
        of the Existing Security, the provisions of this Agreement shall govern
        and prevail; provided that, to the extent that either this Agreement or
        the Existing Security shall be silent in respect of any particular matter
        or issue, the Existing Security or this Agreement, as the case may be,
        shall govern with respect to such matter or issue. Subject to the foregoing,
        this Agreement constitutes the entire agreement between the Lender and
        the Debtors with respect to the subject matter hereof. There are no representations,
        warranties, terms, conditions, undertakings or collateral agreements,
        expressed, implied or statutory, between such parties other than as expressly
        set forth herein. No modification or amendment of any provision of this
        Agreement shall in any event be effective, unless the same shall be in
        writing and duly executed by the parties hereto or thereto and then such
        modification or amendment shall be effective only in the specific instance
        and for the purpose for which it was given. 

	 
	 10.      	 Waiver. Any breach by any of
        the Debtors of any of the provisions contained in this Agreement or under
        the Existing Security or any default by such Debtor in the observance
        or performance of any covenant or condition required to be observed or
        performed by such Debtor hereunder or thereunder, may only be waived by
        the Lender in writing, provided that no such waiver by the Lender will
        extend to or be taken in any manner to affect any subsequent, other or
        similar breach or default or the rights resulting therefrom. 

	 
	 11.      	 Rights Cumulative. All rights
        and remedies of the Lender set out in this Agreement and in the Existing
        Security will be cumulative and no such right or remedy contained herein
        or therein is intended to be exclusive but each will be in addition to
        every other right or remedy contained herein or therein. The taking of
        a judgment or judgments with respect to any of the Obligations will not
        operate as a merger of any of the covenants or representations contained
        in this Agreement or the Existing Security. 

	 
	 12.      	 Further Assurances. Each of
        the Debtors will do, execute, acknowledge and deliver or cause to be done,
        executed, acknowledged and delivered, such further acts, deeds, documents,
        instruments, mortgages, transfers, demands, assignments, consents and
        assurances as the Lender may reasonably require for the purpose of accomplishing
        and effecting the intention of this Agreement. 

	 
	 13.      	 Binding Effect and Assignments.
        This Agreement shall be binding on each of the Debtors and its successors
        upon the execution hereof by such Debtor, notwithstanding that any other
        party or parties hereto have not executed this Agreement, and shall enure
        to the benefit of the Lender and its successors and assigns. The Debtors
        shall not assign any rights or obligations hereunder without the Lender’s
        prior written consent. The Lender may in its absolute discretion assign
        any and all of its rights and/or obligations 












 - 8 - 

	 	 under this Agreement and may transfer the Existing
        Security to any corporation or other entity. 

	 
	 14.      	 Severability. If any provision
        hereof is held to be illegal, invalid or unenforceable in any jurisdiction,
        such provision shall be deemed to be severed from the remainder of this
        Agreement with respect only to such jurisdiction and the remaining provisions
        of this Agreement shall not be affected thereby and shall continue in
        full force and effect. 

	 
	 15.      	 Interpretation. All grammatical
        changes in gender, tense and number required to give meaning to any provision
        herein shall be deemed to be made. References to “this Agreement”,
        “hereof”, “herein”, “hereto” and like
        references are to this Agreement and not to any particular article, section
        or other subdivision of this Agreement. The insertion of headings in this
        Agreement is for convenience of reference only and will not affect the
        construction or interpretation of this Agreement. Unless otherwise specified
        herein, all statements of or reference to dollar amounts in this Agreement
        will mean lawful money of Canada. 

	 
	 16.      	 Governing Law. This Agreement
        and all documents delivered pursuant hereto shall be governed by and interpreted
        in accordance with the laws of the Province of British Columbia and the
        laws of Canada applicable therein. Each of the Debtors hereby irrevocably
        attorns to the non-exclusive jurisdiction of the courts of British Columbia.
      

	 
	 17.      	 Time. Time will in all respects
        be of the essence of this Agreement, and no extension or variation of
        this Agreement or any obligation hereunder will operate as a waiver or
        implied waiver of this provision. 

	 
	 18.      	 Counterparts. This Agreement
        may be executed in one or more counterparts, each of which shall constitute
        an original and binding agreement as and when so executed. 

	 
	 19.      	 Receipt of Copy. Each of the
        Debtors hereby acknowledges having received a signed copy of this Agreement.
      



                                IN
  WITNESS WHEREOF each of the parties has executed this Agreement on the date
  first above written. 

	 	 689158 B.C. LTD.  
	 	 	 
	 	 	 
	 	Per: 	 /s/ Peter A. Hogendoorn  
	 	 	 Title  











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	 	 THE CHARLES F. WHITE 
	 	 CORPORATION  
	 	 	 
	 	 	 
	 	 Per:  	 /s/ Daniel J. Gormley  
	 	  	 Title  
	 	 	 
	 	 Per:  	  
	 	  	 Title  
	 	  	 
	 	 	 
	 	 	 
	 	 XLR MEDICAL CORP.  
	 	 	 
	 	 Per:  	 /s/ Peter A. Hogendoorn  
	 	  	 Title  











 SCHEDULE

	 Consulting Fees  	  
	 	 
	 Name  	 Amount of Fee  
	 	 
	 Peter A. Hogendoorn  	 US $5,000 per month
	 Logan B. Anderson  	 US $5,000 per month