Memorandum Amending Loan Agreement Between Forval Corporation and PPOL, Inc. (December 14, 2004)

Summary

Forval Corporation and PPOL, Inc. have agreed to specific repayment terms for a 90,000,000 Yen loan originally made on June 2, 2004. PPOL must pay interest for October to December 2004 by December 31, 2004, and both the remaining interest and the principal by March 31, 2005, to Forval's designated account. The loan cannot be repaid with PPOL stock. This memorandum overrides any conflicting terms in the original agreement, and any disputes will be resolved through good faith discussions between the parties.

EX-10.9 3 ppol_10qex10-9.txt EXHIBIT 10.9 MEMORANDUM In regards to the Loan Agreement ("Original Agreement") between Forval Corporation ("Forval") and PPOL, Inc. ("PPOL") of June 2, 2004, this memorandum sets forth the conditions and payment terms upon which both parties agreed. 1. Repayment of the 90,000,000 Yen loan from Forval to PPOL, based on the Original Agreement, is due March 31, 2005. PPOL will pay the interest for the period of October 1, 2004 through December 31, 2004, on or before December 31, 2004 to an account designated by Forval. The interest for the period of January 1, 2005 through March 31, 2005, as well as the principal, will be paid to Forval's designated account by March 31, 2005. 2. Regardless of the terms of the Original Agreement, PPOL may not pay the loan by issuing stocks to Forval. 3. While the Original Agreement remains effective, this memorandum prevails over the Original Agreement. If a question arises in regards to any matters not stipulated in this memorandum, or how to interpret certain items in the Original Agreement or in this memorandum, both parties will resolve it by discussion under the doctrine of good faith. Both parties shall sign and seal two (2) copies of this memorandum and each party will keep one (1) original copy. December 14, 2004 _______________________________________ Hideo Ohkubo CEO, Forval Corporation 5-52-2 Jingu-mae, Shibuya-ku, Tokyo, Japan _______________________________________ Hideo Ohkubo CEO, PPOL, Inc. 11661 San Vicente Boulevard, Suite 901 Los Angeles, CA 90049