RECITALS

                             AMENDMENT NO. 1 TO THE
                          TECHNOLOGY LICENSE AGREEMENT


     This AMENDMENT NO. 1 TO THE TECHNOLOGY  LICENSE AGREEMENT (the "AGREEMENT")
is entered into as of this 1st day of February,  2000,  between  Krida  Overseas
Investments  Trading Limited, a Cyprus company ("KRIDA"),  and NuPro Innovations
Inc., a Delaware corporation ("NII").

                                    RECITALS

     WHEREAS,  Krida and NII entered into the Technology License Agreement as of
June 1, 1999; and

     WHEREAS, Krida and NII desire to amend the Technology License Agreement.

     NOW,  THEREFORE,  in  consideration  of the mutual  covenants  and promises
contained herein and for other good and valuable consideration,  the receipt and
adequacy of which are hereby acknowledged, Krida and NII do each hereby agree as
follows:

     I.   Section 1.1 is removed in its entirety  and the  following be inserted
          in lieu thereof:

               1.1  "BUSINESS  PLAN"  shall  mean  NII's  Business  Plan,  dated
          February 1999, as updated from time to time.

     II.  Section 2.4 is removed in its entirety  and the  following be inserted
          in lieu thereof:

               2.4 LIMITATIONS ON EXCLUSIVENESS OF LICENSE.  The license granted
          under this Agreement will remain  EXCLUSIVE until and through December
          31, 2002.  After  December 31, 2002,  the license  granted  under this
          Agreement   will  continue  to  remain   exclusive  so  long  as  Xxxx
          Xxxxxxxxxxx is an executive officer of NII.

     III. Section 2.5 is removed in its entirety  and the  following be inserted
          in lieu thereof:

               2.5 EFFECT OF XXXX XXXXXXXXXXX'X  DEPARTURE.  If Xxxx Xxxxxxxxxxx
          leaves NII after December 31, 2002 for any reason,  including, but not
          limited to death,  or an illness or legal  impairment that lasts for a
          consecutive six (6) month period (a "DEPARTURE"),  the license granted
          under this  Agreement  will continue to remain  exclusive if (i) NII's
          aggregate annual sales volume for any complete calendar year following
          Xx. Xxxxxxxxxxx'x  Departure is 50% or more of the sales forecasts for
          NII which shall be determined  by NII's Board of  Directors,  and (ii)
          NII's  aggregate  annual increase in sales is equal to or greater than
          10% with respect to the  previous  calendar  year for each  successive
          calendar year following December 31, 2002.

     IN WITNESS WHEREOF, the parties hereto, by their respective duly authorized
officers or  representatives,  have each executed this Agreement on the date and
year first above written.


KRIDA OVERSEAS TRADING LIMITED,         NUPRO INNOVATIONS INC.,
a Cyprus corporation                    a Delaware corporation


By: /s/ Xxxx Xxxxxxxxxxx                By: /s/ Xxxx Xxxxxxxxxxx
    ---------------------------------       ---------------------------------
    Name: Xxxx Xxxxxxxxxxx                  Name: Xxxx Xxxxxxxxxxx
    Its:  President                         Its:  Treasurer