EXHIBIT 10.38
(Venture Finance PLC letterhead)
Date
PRIVATE & CONFIDENTIAL
The Directors
Xcel Power Systems Limited
Brunswick Road
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Dear Sirs:
We refer to the Agreement for the Purchase of Debts between Xcel Power Systems
Limited and Venture Finance PLC, which commenced on 12 November 2002 and advise
you of the following amendments to the Schedule to the Agreement for the
Purchase of Debts.
Condition for Deletion:
18 Special Conditions:
5. Prior to Venture making any Prepayment subordination of all
loans to the Group from Microtel International Inc. will be
required by Venture
Conditions to be amended as shown:
(i) Currency Pounds Sterling, US Dollars and Euros (clause
18(3)(ii)(a):
18 Special Conditions:
7. Prior to making any Prepayment, Venture will require a Deed of
Postponement in respect of the indebtedness of (pound)200,000
(Pounds Sterling Two Hundred Thousand) due from Xcel
Corporation Limited to Microtel International Inc.
Please sign and return the attached copy of this letter as acceptance of the
amendments to the Schedule to the Agreement for the Purchase of Debts between
Xcel Power Systems Limited and Venture Finance PLC.
Yours faithfully
For and on behalf of
VENTURE FINANCE PLC Amendments to Terms and Conditions agreed For and on
behalf of Xcel Power Systems Limited
/S/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
As Attorney for Venture Finance PLC Signed /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Date 23-10-02
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In the presence of
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