Exhibit
      10.21


    
      	
              

            	 
	
              The
                Directors

              Simclar,
                Inc. (formerly known as Techdyne, Inc.)

              Commission
                File No. 0-14659

              2230
                West 77th Street

              Hialeah

              Florida
                33016

              United
                States of America 

              (the
                "Parent")

            	
              4th
                Floor

              New
                Uberior House

              11
                Earl Grey Street

              Edinburgh

              EH3
                9BN

               

              For
                the attention of: Peter Gordon

            
	 	 
	
              The
                Directors

              Simclar
                Interconnect Technologies, Inc.

              4811
                West Kearney Street

              Springfield

              MO
                65803

              United
                States of America

              (a
                "Subsidiary")

            	
              Telephone:
                 0131
                659 0841

              Fax:  0131
                659 0863

            
	 	 


    

     

    Date:
      21
      December 2005

     

    Dear
      Sirs

     

    WORKING
      CAPITAL FACILITY OF $1,000,000

     

    We
      are
      pleased to offer you (each a Borrower and together the "Borrowers") a working
      capital facility (the "Working Capital Facility") on the terms set out in this
      letter. This offer is open for acceptance by the Borrowers until 31st March
      2006
      when it will lapse. If accepted, this letter and its schedule will form the
      agreement between the Borrowers and BoS
      for the
      Working Capital Facility.

     

    The
      definitions which shall apply to this letter are given or referred to in the
      Schedule below.

     

    
      
        	1.	
                Conditions
                  Precedent

              


      

       

      
        	 	
                The Working
                  Capital Facility may not be drawn or utilised
                  unless:-

              


      

    

     

    
      
        	1.1.	
                each
                  Borrower has accepted this letter;


              


      

    

     

    
      
        	1.2.	
                an
                  account mandate from each Borrower has been received by BoS
                  in
                  relation to each bank account required for the proper operation
                  of the
                  Working Capital Facility and in relation to the Security Documents;
                  

              


      

    

     

    
      
        	1.3.	
                the
                  information and evidence in respect of each Borrower required by
                  BoS
                  to
                  comply with its anti money laundering procedures has been provided
                  to
                  BoS;
                  and

              


      

    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
      
      

       

      
        	1.4.	
                BoS
                  has confirmed that all of the conditions precedent to the amendment
                  letter
                  dated on or around the date hereof between the Parent and BoS amending
                  and
                  restating the Committed Facility Letter have been
                  satisfied.

              


      

    

     

    
      
        	2.	
                Working
                  Capital Facility

              


      

    

     

    
      
        	2.1.	
                The
                  Working Capital Facility may (subject to the limits set out below)
                  be
                  drawn as:-

              


      

    

     

    
      
        
          	
                	2.1.1.	
                  Overdraft
                    up to $1,000,000 (the "Overdraft
                    Limit")

                


        

      

    

     

    
      
        
          	 	
                  or
                    be utilised for:-

                


        

      

    

     

    
      
        	
              	2.1.2.	
                Guarantees
                  and bonds up to $1,000,000 (the "Guarantee
                  Limit")

              


      

    

     

    
      	
            	2.1.3.	
              Forward
                Foreign Exchange Contracts up to $250,000 (the "FFEC
                Limit")

            


    

    
      
         

        
          	 	
                  on
                    the terms and conditions set out or referred to in this
                    letter.

                


        

      

    

     

    
      
        	2.2.	
                Working
                  Capital Limit

              


      

    

     

    
      
        	
              	2.2.1.	
                The
                  total aggregate limit applicable to the Working Capital Facility
                  is
                  $1,000,000 (the "Working Capital
                  Limit").

              


      

    

     

    
      
        	
              	2.2.2.	
                The
                  Borrowers may operate a number of current accounts on which the
                  Working
                  Capital Facility may be drawn. BoS
                  may refuse to pay any cheques, orders or withdrawals on any one
                  or more of
                  the Borrowers' current accounts or refuse any other utilisation
                  of the
                  Working Capital Facility where such payment or utilisation would
                  result in
                  the Working Capital Limit (taking into account the notional set-off
                  referred to below) or any sub-limit provided for in clause 2.1
                  being
                  exceeded.

              


      

    

     

    
      
        	
              	2.2.3.	
                To
                  ascertain the amount outstanding under the Overdraft and compliance
                  with
                  the Overdraft Limit, BoS
                  will notionally set off those of the Borrowers' current account
                  credit
                  balances over which BoS
                  considers it has a valid right of set off against the Borrowers'
                  current
                  account debit balances. 

              


      

    

     

    
      
        	
              	2.2.4.	
                To
                  ascertain compliance with the Working Capital Limit, the total
                  indebtedness of the Borrowers to BoS
                  at
                  any time in respect of the Working Capital Facility shall be calculated
                  by
                  adding together:-

              


      

    

     

    
      	 	
              (a)

            	
              the
                net balances on the Borrowers' current accounts calculated in accordance
                with clause 2.2.3 above;

            


    

     

    
      	 	
              (b)

            	
              the
                aggregate amount of BoS
                exposure under all guarantees or bonds issued by BoS
                under this letter;

            


    

     

    
      	 	
              (c)

            	
              the
                amount calculated by BoS
                as
                being the aggregate exposure of BoS
                or
                Treasury in respect of each forward foreign exchange contract entered
                into
                with BoS
                or
                Treasury;

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	2.2.5.	
                The
                  Borrowers must at all times provide sufficient funds to ensure
                  that the
                  Working Capital Limit is not exceeded. If the Working Capital Limit
                  is
                  likely to be exceeded, the Parent must notify BoS
                  and advise which cheque(s) or other requests for utilisations under
                  the
                  Working Capital Facility are to be honoured in the case of competition.
                  If
                  the Parent fails to do so BoS
                  may, in its discretion, refuse to pay a cheque or allow any other
                  drawing
                  or utilisation under this letter which would have the effect of
                  exceeding
                  the Working Capital Limit. If BoS
                  does pay a cheque or allows a utilisation of the Working Capital
                  Facility
                  so as to exceed the Working Capital Limit, that does not mean that
                  the
                  Working Capital Limit has changed or that BoS
                  will agree to pay any other cheque or meet any other payment instruction
                  which would have the effect of exceeding the Working Capital
                  Limit.

              


      

    

     

    
      
        	
              	2.2.6.	
                Unless
                  otherwise agreed with BoS,
                  any debit balance over the Working Capital Limit and, where the
                  Working
                  Capital Facility has ceased to be available (whether on the Review
                  Date or
                  by earlier demand), the total debit balance of the Working Capital
                  Facility, will attract interest at the Default
                  Rate.

              


      

    

     

    
      
        	
              	2.2.7.	
                From
                  the date of this letter, each Borrower ceases to be entitled to
                  use any
                  working capital facilities of the type specified in this letter
                  previously
                  made available by BoS
                  (excluding,
                  for the avoidance of doubt, the working capital facilities made
                  available
                  to the Parent pursuant to the working capital facility letter originally
                  dated 2nd October 2001),
                  any existing utilisation of them shall, to the extent not repaid
                  or
                  discharged, be taken into account when assessing compliance with
                  the terms
                  of clause 2.1 and each such utilisation shall be subject to the
                  terms of
                  this letter.

              


      

    

     

    
      
        	2.3.	
                Availability

              


      

    

     

    
      
        	
              	2.3.1.	
                Subject
                  to clause 2.3.2 below,
                  BoS
                  shall review the Working Capital Facility annually on the Review
                  Date. On
                  the Review Date, the Working Capital Facility will cease to be
                  available
                  unless BoS
                  has agreed in writing to its renewal or extension. The Borrowers
                  shall
                  deliver such financial or other information as BoS
                  shall require to be delivered prior to that decision being
                  made.

              


      

    

     

    
      
        	
              	2.3.2.	
                In
                  accordance with normal banking practice, the Overdraft will be
                  repayable
                  on demand at all times. 

              


      

    

     

    
      
        	
              	2.3.3.	
                Subject
                  to clause 2.3.2 above, in some circumstances BoS
                  may demand payment before the Review Date. This may happen if BoS
                  considers that:-

              


      

    

     

    
      
        	
              	(a)	
                any
                  of the terms or conditions of this letter or any other facility
                  letter in
                  force from time to time between a Borrower and BoS
                  have been breached; or

              


      

    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              the
                financial condition of any Borrower or any guarantor of any Borrower
                has
                altered in any material way; or

            


    

     

    
      	 	
              (c)

            	
              the
                Working Capital Facility was agreed on the basis of incorrect or
                incomplete information from the Borrowers;
                or

            


    

     

    
      	 	
              (d)

            	
              the
                basis upon which the Working Capital Facility was agreed by BoS
                has altered in any material way.

            


    

     

    
      
        	
              	2.3.4.	
                If
                  repayment of the Overdraft is demanded, any other utilisation of
                  the
                  Working Capital Facility will cease to be available and BoS
                  will be entitled to require the Borrowers to lodge a sufficient
                  amount
                  with BoS
                  as
                  security for the exposure of BoS
                  in
                  respect of any utilisation of the Working Capital Facility.
                  

              


      

    

     

    
      
        	
              	2.3.5.	
                If
                  any utilisation of the Working Capital Facility is provided by
                  Treasury,
                  such utilisation will only be available to the Borrowers if they
                  enter
                  into such documents (if any) as are required by Treasury from time
                  to
                  time.

              


      

    

     

    
      
        	3.	
                Overdraft

              


      

    

     

    
      
        	3.1.	
                The
                  rate of interest applicable to the Overdraft shall be the annual
                  rate
                  which is the sum of the Applicable Margin plus BoS
                  base rate as that rate fluctuates. Interest will accrue and be
                  calculated
                  by BoS
                  on
                  a day to day basis on the cleared daily debit balance of the amount
                  drawn
                  down. A notice of the accrued interest on each of the Borrowers'
                  current
                  accounts will be issued each month and interest will be debited
                  to the
                  relevant Borrower's current account on the date falling 14 days
                  after the
                  date of that notice.

              


      

    

     

    
      
        	4.	
                Guarantees

              


      

    

     

    
      
        	4.1.	
                On
                  receipt of a written request (in the form required by BoS)
                  by a Borrower, BoS
                  will issue guarantees or bonds (up to in aggregate the Guarantee
                  Limit) on
                  its behalf. Before BoS
                  issues a guarantee or bond on behalf of a
                  Borrower:-

              


      

    

     

    
      
        	4.1.1.	
                BoS
                  must have approved the terms of the guarantee or bond;
                  

              


      

    

     

    
      
        	
              	4.1.2.	
                that
                  Borrower shall have executed and delivered to BoS
                  a
                  counter indemnity in a form acceptable to BoS
                  agreeing to indemnify BoS
                  against any claim under the guarantee or bond and authorising BoS
                  to
                  debit the amount of a claim to any of such Borrower's accounts;
                  and

              


      

    

     

    
      
        	
              	4.1.3.	
                that
                  Borrower shall have provided cash cover to BoS
                  in
                  a form acceptable to BoS
                  and to the extent required by BoS.

              


      

    

     

    
      
        	4.2.	
                A
                  charge of two point five per cent per annum of BoS
                  outstanding liabilities (whether actual or contingent) from time
                  to time
                  under the guarantees or bonds shall be payable by the Borrowers
                  in respect
                  of guarantees or bonds advance on such dates as may be notified
                  by
                  BoS
                  to
                  the Parent.

              


      

    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      
        	5.	
                Forward
                  Foreign Exchange
                  Contracts

              


      

    

     

    
      
        	5.1.	
                A
                  Borrower may enter into forward foreign exchange contracts (up
                  to in
                  aggregate the FFEC Limit) with BoS
                  or
                  Treasury for the purchase or sale of any freely convertible currency
                  and
                  with a maturity period of up to twelve months. For the purpose
                  of
                  calculating utilisations of this component of the Working Capital
                  Facility, BoS
                  will calculate the aggregate exposure of BoS
                  or
                  Treasury in respect of each forward foreign exchange contract entered
                  into
                  with BoS
                  or
                  Treasury.

              


      

    

     

    
      
        	5.2.	
                Each
                  Borrower must ensure that it makes sufficient funds (either in
                  dollars or
                  in the appropriate foreign currency) available to meet its obligations
                  under each of the forward foreign exchange contracts entered into
                  by it in
                  terms of this letter as and when they fall due. In the event that
                  a
                  Borrower fails to do so, it shall be liable to BoS
                  or
                  Treasury (as the case may be) in respect of the lesser of (1) the
                  dollar
                  equivalent of the amount such Borrower was due to pay BoS
                  or
                  Treasury on completion of the relevant forward foreign exchange
                  contract
                  and (2) the dollar equivalent of the amount which BoS
                  or
                  Treasury would have received by completing that contract at the
                  prevailing
                  spot rate of exchange for the relevant currency on the date of
                  completion
                  of the contract.

              


      

    

     

    
      
        	5.3.	
                Whenever
                  the "dollar equivalent" of any currency amount requires to be calculated
                  it shall be calculated at the BoS
                  spot rate of exchange for such currency on the applicable day at
                  such time
                  as BoS
                  may select.

              


      

    

     

    
      
        	5.4.	
                Charges
                  will be payable to BoS
                  or
                  Treasury in relation to the entering into of forward foreign exchange
                  contracts in accordance with the tariffs applicable to those services
                  issued to the Borrowers from time to
                  time.

              


      

    

     

    
      
        	6.	
                Termination
                  

              


      

    

     

    
      	 	
              Each
                utilisation of the Working Capital Facility referred to in this letter
                shall immediately cease to be available if BoS
                makes a demand for payment under clauses 2.3.2 or gives written notice
                to
                the Parent that they are withdrawn.

            


    

     

    
      
        	7.	
                Other
                  Borrowers

              


      

    

     

    
      	 	
              The
                Working Capital Facility shall not be available to any other person
                (whether a subsidiary of the Parent or not) other than with the express
                written agreement of BoS
                and once BoS
                has received all accession letters and/or security or other documents
                it
                requires in respect of that person and its
                assets.

            


    

     

    
      
        	8.	
                Security

              


      

    

     

    
      	
            	 	
              The
                amounts outstanding under the Working Capital Facility will be secured
                by
                the Security Documents. 

            


    

     

    
      
        	9.	
                Financial
                  Information

              


      

    

     

    
      	 	
              The
                Borrowers will supply to BoS
                the
                financial information specified in the Committed Facility
                Letter.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      
        	10.	
                Payments

              


      

    

     

    
      
        	10.1.	
                All
                  payments by any Borrower to BoS
                  (being a Qualifying Lender) under this letter shall be free and
                  without
                  deduction of tax unless such Borrower is required by law to make
                  a payment
                  subject to deduction or withholding of tax, in which case the amount
                  payable by such Borrower will be sufficiently increased to ensure
                  that
                  BoS
                  receives and retains a net sum equal to that which it would have
                  received
                  and retained were no deduction or withholding made. If BoS
                  subsequently receives a tax credit which is referable to the increased
                  payment and which enhances its position, then it will reimburse
                  the
                  relevant Borrower sufficient to redress the position up to the
                  amount
                  received so long as by so doing it does not prejudice receipt or
                  retention
                  of the tax credit.

              


      

    

     

    
      
        	10.2.	
                All
                  payments of principal, interest or commission will be paid to BoS
                  at
                  the relevant Borrower's branch unless BoS
                  otherwise directs and shall be in cleared funds in the relevant
                  currency.
                  If BoS
                  receives a payment that is insufficient to discharge all the amounts
                  then
                  due and payable under the BoS
                  Documents, BoS
                  shall apply that payment towards the obligations of the Group Companies
                  under the BoS
                  Documents in such order as BoS
                  considers appropriate and any such appropriation shall override
                  any
                  instructions by any Group
                  Company.

              


      

    

     

    
      
        	10.3.	
                All
                  payments to be made by any Borrower under the BoS
                  Documents shall be calculated and be made without (and free and
                  clear of
                  any deduction for) set-off or counterclaim.


              


      

    

     

    
      
        	10.4.	
                All
                  sums of interest or commission will accrue on a daily basis and
                  be
                  calculated on the basis of a year of 360 days (in the case of any
                  amount
                  in any other currency) and, in any such case, for the actual number
                  of
                  days elapsed. Interest shall continue to accrue on sums due following
                  a
                  decree or judgement as well as before it, and at the same
                  rate.

              


      

    

     

    
      
        	10.5.	
                Any
                  determination by BoS
                  of
                  any amount of principal, interest, commission or charges or an
                  applicable
                  interest rate shall, in the absence of manifest error, be conclusive
                  and
                  binding on the Borrowers.

              


      

    

     

    
      
        	10.6.	
                Where
                  the due date for payment of any amount under any BoS
                  Document is not a Business Day then (without affecting subsequent
                  payment
                  dates) actual payment will be required on the next Business
                  Day.

              


      

    

     

    
      
        	10.7.	
                Each
                  Borrower agrees that any monies from time to time standing to its
                  credit
                  on any account (whether current, deposit, loan or of any other
                  nature
                  whatsoever) with BoS
                  may be retained as cover for and/or applied by BoS
                  at
                  any time and without notice to such Borrower (whether on or before
                  or
                  after the expiry of any fixed or minimum period for which such
                  monies may
                  have been deposited) in or towards payment or satisfaction of any
                  monies
                  or liabilities due, owing or incurred by such Borrower to BoS
                  in
                  any manner, whether present or future, actual or contingent, joint
                  or
                  several, whether incurred as principal or surety (or guarantor
                  or
                  cautioner) or in any other way
                  whatsoever.

              


      

    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      
        	10.8.	
                If
                  BoS
                  exercises any rights in respect of any monies as referred to in
                  clause
                  10.7 (including, without limitation, any rights of set-off, accounting
                  retention or similar rights) in respect of any liability of a Borrower
                  and
                  that liability or any part of it is in a different currency from
                  any
                  credit balance against which BoS
                  seeks to exercise its rights, BoS
                  may use the currency of the credit balance to purchase an amount
                  in the
                  currency of the liability at the then prevailing BoS
                  spot rate of exchange and to pay out of the credit balance all
                  costs,
                  charges and expenses incurred by BoS
                  in
                  connection with that
                  purchase.

              


      

    

     

    
      
        	10.9.	
                BoS
                  shall not be liable for any loss of interest caused by the determination
                  before maturity of any deposits or any loss caused by the fluctuation
                  in
                  any exchange rate of which any currency is bought or sold by BoS.

              


      

    

     

    
      
        	10.10.	
                If
                  a Borrower fails to pay any amount due to BoS
                  in
                  dollars but makes such payment in another currency, the relevant
                  Borrower
                  shall indemnify BoS
                  against the full cost incurred by BoS
                  (including all costs, charges and expenses) of converting that
                  payment
                  into dollars.

              


      

    

     

    
      
        	10.11.	
                The
                  obligations of each Borrower in relation to the Working Capital
                  Facility
                  are joint and several.

              


      

    

     

    
      
        	11.	
                Indemnity

              


      

    

     

    
      
        	11.1.	
                Each
                  Borrower will at all times on demand indemnify BoS
                  against all Indemnified Events and the Borrowers will pay to BoS
                  the amount of all payments made (whether directly or by way of
                  set-off,
                  counterclaim or otherwise) and all losses, costs or expenses suffered
                  or
                  incurred from time to time by BoS
                  arising under any liability which BoS
                  has incurred (directly or indirectly) in relation to any utilisations
                  of
                  the Working Capital Facility including (without limiting the foregoing
                  generality) any liability of BoS
                  to
                  Treasury in relation to forward foreign exchange contracts entered
                  into
                  between a Borrower and
                  Treasury.

              


      

    

     

    
      
        	11.2.	
                The
                  liability of the Borrowers under clause 11.1 above shall not be
                  affected
                  by any time being given or by anything being done or not done by
                  BoS.

              


      

    

     

    
      
        	12.	
                Notices

              


      

    

     

    
      
        	12.1.	
                Any
                  communication to be made under or in connection with this letter
                  shall be
                  made in writing and, unless otherwise stated, may be made by fax
                  or
                  letter.

              


      

    

     

    
      
        	12.2.	
                The
                  address and fax number (and the department or officer, if any,
                  for whose
                  attention the communication is to be made) of BoS
                  for
                  any communication or document to be made or delivered under or
                  in
                  connection with this letter is that identified with its name at
                  the
                  beginning of this letter or any substitute address, fax number
                  or
                  department or officer as BoS
                  may notify to the other parties by not less than five Business
                  Days'
                  notice.

              


      

    

     

    
      
        	12.3.	
                The
                  address of each Borrower for any communication or document to be
                  made or
                  delivered under or in connection with this letter is its registered
                  office
                  at the time such communication or document is made or delivered.
                  The fax
                  number of each Borrower for any such communication or document
                  to be made
                  or delivered under or in connection with this letter is the fax
                  number
                  most recently provided to BoS
                  by
                  such Borrower.

              


      

    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      
        	12.4.	
                Subject
                  to Clause 12.5 below, any communication made or document made or
                  delivered
                  by one person to another under or in connection with this letter
                  will only
                  be effective:-

              


      

    

     

    
      	 	
              (a)

            	
              if
                by way of fax, when received in legible form;
                or

            


    

     

    
      	 	
              (b)

            	
              if
                by way of letter, when it has been delivered to the relevant address
                or
                three Business Days after being deposited in the post postage prepaid
                in
                an envelope addressed to it at that
                address,

            


    

     

    
      	 	
              and,
                if a particular department or officer is specified as part of the
                address
                details set out in clause 12.2 above, if addressed to that department
                or
                officer.

            


    

     

    
      
        	12.5.	
                Any
                  communication or document to be made or delivered to BoS
                  will be effective only when actually received by BoS
                  and then only if it is expressly marked for the attention of the
                  department or officer identified with its name above (or any substitute
                  department or officer as BoS
                  shall specify for this purpose). Any communication or document
                  made or
                  delivered to the Parent in accordance with this clause will be
                  deemed to
                  have been made or delivered to each of the Group
                  Companies.

              


      

    

     

    
      
        	12.6.	
                BoS
                  may rely upon any communication by telephone or fax purporting
                  to be on
                  behalf of any Borrower by anyone notified to BoS
                  as
                  being authorised to do so, without enquiry by BoS
                  as
                  to authority or identity. The Borrowers agree to indemnify BoS
                  against any liability incurred or sustained by BoS
                  as
                  a result.

              


      

    

     

    
      	13.	
              Miscellaneous

            


    

     

    
      	
              13.1

            	
              No
                failure or delay by BoS
                in
                exercising any right or remedy under any BoS
                Document shall operate as a waiver, and no single or partial exercise
                shall prevent further exercise, of any right or remedy.
                

            


    

     

    
      	
              13.2

            	
              If
                at any time any provision of this letter is or becomes illegal, invalid
                or
                unenforceable in any respect under any law of any jurisdiction, neither
                the legality, validity or enforceability of the remaining provisions
                nor
                the legality, validity or enforceability of such provisions under
                the law
                of any other jurisdiction shall in any way be affected or
                impaired.

            


    

     

    
      	
              13.3

            	
              The
                schedules referred to in this letter shall form part of this
                letter.

            


    

     

    
      	
              13.4

            	
              Save
                to the extent expressly provided to the contrary in a BoS
                Document, a person who is not a party to a BoS
                Document may not enforce any of its
                terms.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	14.	
              Fees
                and Expenses

            


    

     

    
      	
              14.1

            	
              The
                Borrowers will pay to BoS
                bank charges in relation to the Working Capital Facility in accordance
                with the standard terms and conditions of BoS
                time to time.

            


    

     

    
      	
              14.2

            	
              The
                Borrowers will pay or reimburse to BoS
                (on a full indemnity basis) all reasonable legal, accountancy, valuation,
                due diligence and other fees, costs and expenses or tax charged to
                or
                incurred by BoS
                in
                connection with the BoS
                Documents (including the amendment, waiver, enforcement or preservation
                of
                BoS
                rights) on demand. Each of the Borrowers authorises BoS
                to
                debit any operating account it has with BoS
                with the amount of any such fees, costs, expenses or tax which is
                payable
                from time to time.

            


    

     

    
      	15.	
              EMU
                Compliance

            


    

     

    
      	 	
              If
                the introduction of, changeover to or operation of a single or unified
                European currency results in:-

            


    

     

    
      	 	
              (a)

            	
              the
                currency in which either the Working Capital Facility is provided
                changing
                or being replaced or BoS
                (in its reasonable opinion) requiring to amend the BoS
                Documents
                due to changes in price sources for the national currency of any
                member
                state of the European Union or the euro or market conventions relating
                to
                the calculation of interest; and/or

            


    

     

    
      
        	
              	(b)	
                BoS
                  incurring an additional or increased cost in relation to its providing
                  the
                  Working Capital Facility; 

              


      

    

     

    
      	
            	
              then
                the Borrowers agree, in the case of (a) above, that they will permit
                the
                BoS
                Documents
                to be amended to the extent necessary (in the reasonable opinion
                of
                BoS)
                to reflect those changed circumstances and, in the case of (b) above,
                to
                indemnify BoS
                in
                respect of that additional or increased
                cost.

            


    

     

    
      	16.	
              Law

            


    

     

    
      	 	
              This
                letter will be governed by and construed according to Scottish law
                and
                each of the Borrowers submits to the jurisdiction of the Scottish
                Courts.

            


    

     

    Yours
      faithfully

    
      	 	   
	/s/ Peter
              Gordon	  
	
              

            	  
	
              For
                and on behalf of 
THE
                GOVERNOR AND COMPANY 
OF
                THE BANK OF SCOTLAND

            	  


    

    
       

       

      
        	
                Agreed
                  and accepted on behalf of

                Simclar
                  Inc. by 

                 

              	 	 	 Agreed
                and accepted on behalf of
                Simclar
                  Interconnect Technologies, Inc. by 

              
	/s/ Samuel
                Russell 	 	 	/s/ Samuel
                Russell
	
                
Director	 	 	
                
Director
	 	 	 	 


      

    

     

    
      	/s/ John
              Ian
              Durie	 	 	/s/ John
              Ian
              Durie
	
              
Director	 	 	
              
Director


    

    
    

    
      	 	 	 	 
	Date:	 	 	Date:


    

     

    IMPORTANT
      NOTICE: As with any legally binding agreement, we recommend that you consult
      your solicitor or other independent legal adviser before accepting this
      letter.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    This
      is the Schedule referred to in the preceding facility letter between BoS,
      Simclar, Inc. and Simclar Interconnect Technologies, Inc. dated 21 December
      2005

     

    THE
      SCHEDULE 

     

    DEFINITIONS
      AND INTERPRETATION

    
      	1.	
              Definitions

            


    

     

    
      	 	
              "Applicable
                Margin"
                means two point five per cent. (2.5%) per annum provided
                that:-

            


    

     

    
      	 	
              (a)

            	
              subject
                to (b) and (c) below, if the monthly management accounts of the Group
                delivered to BoS
                in
                terms of Schedule 5 of the Committed Facility Letter show that the
                ratio
                of Net Borrowings on any Test Date to EBITDA for the Test Period
                ending on
                a Test Date falls within any of the ranges set out in Column (1)
                below,
                the Applicable Margin shall be adjusted to that set out opposite
                such
                range in Column (2) below with effect from the next Interest Payment
                Date
                under Tranche C after BoS
                receives
                the relevant monthly management accounts:


            


    

     

    
      	 	
              (1)

              Ratio

            	
              (2)

              Margin
                %

            	 
	 	
              Greater
                than or equal to 3:1

            	
              2.5

            	 
	 	
              Greater
                than or equal to 2.5:1 but less than 3:1

            	
              2.25

            	 
	 	
              Greater
                than or equal to 2:1 but less than 2.5:1

            	
              2.0

            	 
	 	
              Greater
                than or equal to 1.5:1 but less than 2:1

            	
              1.75

            	 
	 	
              Less
                than 1.5:1

            	
              1.5

            	 


    

    
    

     

    
      	 	
              (b)

            	
              upon
                the occurrence of an Event of Default, the Applicable Margin shall
                immediately return to two point five per cent.
                (2.5%);

            


    

     

    
      	 	
              (c)

            	
              the
                Applicable Margin shall not be reduced by more than 0.25% at any
                time by
                reason of the terms of (a) above.

            


    

     

    "BoS"
      means
      The Governor and Company of the Bank of Scotland, incorporated by Act of
      Parliament and having its head office at The Mound, Edinburgh EH1 1YZ and its
      successors, assignees and transferees.

     

    "Committed
      Facility Letter"
      means
      the facility letter entered into between the Parent and BoS
      originally dated 2nd October 2001 in relation to term loan
      facilities.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    "Default
      Rate" means
      the
      rate which is one and a half per cent (1.5%) per annum over the rate at which
      interest is paid on the Working Capital Facility pursuant to Clause
      3.1.

     

    "Group"
      means
      the Parent and each of its Subsidiaries which is not dormant and "Group Company"
      is construed accordingly. 

     

    "Indemnified
      Events"
      means
      all actions, suits, proceedings, claims, demands, liabilities, costs, expenses,
      losses, damages and charges whatsoever (except those arising as a result of
      the
      gross negligence or wilful misconduct of BoS)
      which
      may occur in relation to or arising out of any utilisations of the Working
      Capital Facility made available under this letter.

     

    "Review
      Date" means
      30th September 2006 (or such other date as BoS
      may from
      time to time notify to the Parent).

     

    "Security
      Documents"
      means
      any security documents (including any guarantees) granted to BoS
      by any
      Group Company or any other person in respect of the Borrowings of the Group
      from
      time to time.

     

    "Treasury"
      means
      HBOS Treasury Services plc (registered number 2692890) having its registered
      office at 33 Old Broad Street, London, EC2N 1HZ.

     

    
      	2.	
              Definitions
                in Committed Facility
                Letter

            


    

     

    Terms
      defined in the Committed Facility Letter shall, save where the context otherwise
      requires or expressly stated otherwise, have the same meaning when used
      herein.

     

    
      	3.	
              Interpretation

            


    

     

    Any
      reference in this letter to:-

     

    
      	 	
              (a)

            	
              statutes,
                statutory provisions and other legislation shall include all amendments,
                substitutions, modifications and re-enactments for the time being
                in force
                and shall include any orders, regulations, instruments or other
                subordinate legislation made under the relevant
                legislation;

            


    

     

    
      	 	
              (b)

            	
              "control"
                of
                any company shall be interpreted in accordance with Section 840 of
                the
                Taxes Act;

            


    

     

    
      	 	
              (c)

            	
              "including"
                shall not be construed as limiting the generality of the words preceding
                it;

            


    

     

    
      	 	
              (d)

            	
              any
                clause, paragraph or schedule shall be construed as a reference to
                the
                clauses in this letter, the schedules to this letter and the paragraphs
                in
                such schedules;

            


    

     

    
      	 	
              (e)

            	
              any
                term or phrase defined in the Companies Act 1985 (as amended from
                time to
                time) shall bear the same meaning in this letter save that any term
                used
                in the definition of "Qualifying Lender" shall be interpreted as
                such term
                is interpreted in accordance with the Taxes
                Act;

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (f)

            	
              words
                importing the singular shall include the plural and vice versa and
                words
                denoting any gender shall include all
                genders;

            


    

     

    
      	 	
              (g)

            	
              this
                letter and to any provisions of it or to any other document referred
                to in
                this letter shall be construed as references to it in force for the
                time
                being and as amended, varied, supplemented, restated, substituted
                or
                novated from time to time; 

            


    

     

    
      	 	
              (h)

            	
              a
                person is to be construed to include references to a corporation,
                firm,
                company, partnership, joint venture, unincorporated body of persons,
                individual or any state or any agency of a state, whether or not
                a
                separate legal entity;

            


    

     

    
      	 	
              (i)

            	
              any
                person is to be construed to include that person's assignees or
                transferees or successors in title, whether direct or
                indirect;

            


    

     

    
      	 	
              (j)

            	
              any
                word or phrase includes all derivations
                thereof;

            


    

     

    
      	 	
              (k)

            	
              any
                "associated person" means, in relation to a person, a person who
                is either
                acting in concert (as defined in the City Code on Takeovers and Mergers)
                with that person or is a connected person (as defined in section
                839 of
                the Taxes Act) of that person;

            


    

     

    
      	 	
              (l)

            	
              the
                "exposure" of BoS
                (or any other member of BoS
                Group) means, in relation to any guarantee, bond, forward foreign
                exchange
                contract or other utilisation, the amount determined by BoS
                to
                be its liability (actual or contingent) in respect thereof (or, if
                applicable, the liability of such other member of BoS
                Group).

            


    

     

    Clause
      headings are for ease of reference only and are not to affect the interpretation
      of this letter.

     

    
      
        
        

      

      
        12