Amendment Letter to Agreement for the Purchase of Debts between Xcel Power Systems Limited and Venture Finance PLC

Summary

This letter amends the existing Agreement for the Purchase of Debts between Xcel Power Systems Limited and Venture Finance PLC. The amendments specify that before Venture Finance makes any prepayment, all loans from Microtel International Inc. to the group must be subordinated, and a Deed of Postponement is required for a £200,000 debt from Xcel Corporation Limited to Microtel International Inc. The agreement also clarifies that transactions may be conducted in Pounds Sterling, US Dollars, and Euros. Both parties have signed to confirm acceptance of these changes.

EX-10.38 10 microtel_10kex10-38.txt EXHIBIT 10.38 (Venture Finance PLC letterhead) Date PRIVATE & CONFIDENTIAL The Directors Xcel Power Systems Limited Brunswick Road Cobbs Wood Ashford Kent TN23 1EB 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.