Exhibit
        10.20


    

     

    

     

    


     

    ___________________________

     

    AMENDMENT
      LETTER 4

    ___________________________

     

    


     

    BANK
      OF SCOTLAND

     

    funding
      of

     

    $5,000,000

     

    to

     

    SIMCLAR,
      INC

     

     

    

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              

            	 
	 	
              4th
                Floor

              New
                Uberior House

              11
                Earl Grey Street

              Edinburgh

              EH3
                9BN

               

              For
                the attention of: Peter Gordon

            
	
               

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

              Commission
                File No. 0-14659

              2230
                West 77th Street

              Hialeah

              Florida
                33016

              United
                States of America

            	
               

              Telephone: 0131
                659 0846

              Fax:  0131
                659 0863

            


    

    21
      December 2005

     

    Dear
      Sirs

     

    BANKING
      FACILITIES

     

    We
      refer
      to the agreement between ourselves and Simclar Inc. as Borrower constituted
      by
      our offer of facilities dated 2 October 2001
      and
      accepted by you on 9 October 2001 as amended by amendment letters dated 25
      July 2002, 10 November 2003 and 14 October 2004 (the "Facility Letter") in
      terms
      of which we made available to you working capital facilities (the "Facilities")
      subject to the terms and conditions set out in the Facility Letter. We are
      writing to you to set out the terms on which the Facility Letter is to be
      amended.

     

    
      	1.	
              Definitions

            


    

     

    
      	 	
              Words
                and expressions used in this letter shall, except where the context
                otherwise requires, bear the same meaning as in the Facility
                Letter.

            


    

     

    
      	
              2.

            	
              Facilities

            


    

     

    The
      parties agree and acknowledge that on the date referred to above the Facilities
      are a working capital facility with a limit of $5,000,000.

     

    
      	3.	
              Amendments

            


    

     

    
      	3.1.	
              Subject
                to the terms of clause 4 below, Clause 2.3.1 of the Facility Letter
                shall
                be amended by the deletion of the date "30 September 2005" and the
                substitution therefor of the date "30 September 2006".
                

            


    

     

    
      	3.2.	
              Except
                as herein expressly amended, the terms and conditions of the Facility
                Letter are hereby confirmed and any reference in the Facility Letter
                to
                "this letter" (or similar phrases) shall, unless the context otherwise
                requires, be read and construed as a reference to the Facility Letter
                as
                amended by this letter and all Security Documents shall continue
                to secure
                all sums due to BoS
                by
                the Borrower under the Facility Letter as hereby
                amended.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	4.	
              Conditions
                Precedent

            


    

     

    
      	4.1.	
              Subject
                to Clause 4.2, Clause 3 shall not come into effect unless BoS
                has confirmed in writing to the Borrower
                that:-

            


    

     

    
      	 	
              (a)

            	
              BoS
                is
                satisfied that no Event of Default (as defined in the Agreement)
                has
                occurred and is continuing unwaived;


            


    

     

    
      	 	
              (b)

            	
              BoS
                has received a certificate in the form set out in the Schedule to
                this
                letter executed by the director of the Borrower;
                and

            


    

     

    
      	 	
              (c)

            	
              BoS
                has
                confirmed that all of the conditions precedent to the amendment letter
                dated on or around the date hereof between the Borrower and BoS amending
                and restating the Agreement have been
                satisfied.

            


    

     

    
      	4.2.	
              If
                BoS
                does
                not confirm to the Borrower in terms of Clause 4.1 on or prior to
                30 March
                2006 (or such other date as may be agreed in writing by BoS
                from time to time) then this letter will lapse and the amendments
                to be
                made in terms hereof will be of no
                effect.

            


    

     

    
      	5.	
              Miscellaneous

            


    

     

    
      	5.1.	
              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.

            


    

     

    
      	5.2.	
              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 or such provision under
                the law
                of any other jurisdiction shall in any way be affected or
                impaired.

            


    

     

    
      	5.3.	
              The
                Schedule referred to in this letter shall form part of this
                letter.

            


    

     

    
      	5.4.	
              This
                letter is a BoS
                Document.

            


    

    
    

     

    
      	6.	
              Costs
                and Expenses

            


    

     

    
      	6.1.	
              The
                Borrower 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 this letter (including the amendment, waiver, enforcement
                or preservation of the BoS
                rights) on demand. The Borrower 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.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	7.	
              Law

            


    

     

    
      	7.1.	
              This
                letter will be governed by and construed according to Scots law and
                the
                Borrower submits to the jurisdiction of the Scottish
                Courts.

            


    

     

    Please
      indicate your acceptance of the terms of this letter by executing and returning
      the enclosed copy.

     

    
      Yours
        faithfully

      FOR
        AND
        ON BEHALF OF

      THE
        GOVERNOR AND COMPANY

      OF
        THE
        BANK OF SCOTLAND

    

     

    
      	 	  
	/s/
              Peter
              Gordon 	 
	
              

              Agreed
                and accepted for and on behalf of

              Simclar,
                Inc. by

            	 


    

    
      
        	
              	  
	/s/
                Samuel J.
                Russell 	 
	
                

                Director

              	 


      

      
        	
              	  
	/s/ 
John
                Ian
                Durie 	 
	
                
Director	 
	 	 
	Date
                22/12/05	 


      

    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

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

     

    THE
      SCHEDULE 

     

    DIRECTOR'S
      CERTIFICATE

     

    SIMCLAR,
      INC.

     

    I,
      John
      Ian Durie, a Director of Simclar, Inc., a Florida corporation (the
“Corporation”), pursuant to that certain Facility Letter, dated as of 2nd
      October 2001 (as may be amended, modified, extended or restated from time to
      time the “Facility Letter”; all capitalized terms which are used herein but not
      otherwise defined herein shall have the meanings respectively assigned to them
      under the Facility Letter), by and among Simclar, Inc. as Borrower and The
      Governor and Company of the Bank of Scotland, do hereby certify the
      following:

     

    1.  
      Attached
        hereto as Exhibit
        A
        is a
        true, correct and complete copy of the Articles of Incorporation of the
        Corporation as filed with the Florida Secretary of State, together with all
        amendments thereto adopted through the date hereof.

    

     

    
      	2.	
              Attached
                hereto as Exhibit
                B
                is
                a true, correct; and complete copy of the Certificate of Good Standing
                of
                the Corporation dated l
                from the Secretary of State of the State of
                Florida.

            


    

     

    
      	3.	
              Attached
                hereto as Exhibit
                C
                are true and complete copies of the resolutions adopted by the Board
                of
                Directors of the Corporation by written consent, which resolutions
                authorize and approve, among other things, the execution, delivery
                and
                performance of the Facility Letter, the amendment letter dated
                l
                December 2005 amending the terms of the Facility Letter (the "Amendment
                Letter") and the other financing documents to which the Corporation
                is a
                party and all other instruments and documents to be executed and
                delivered
                on behalf of the Corporation pursuant to the Facility Letter, the
                Amendment Letter and such other financing documents, none of which
                resolutions have been amended, modified or revoked and all of which
                are in
                full force and effect on the date
                hereof.

            


    

     

    
      	4.	
              Attached
                hereto as Exhibit
                D
                is
                a true, correct and complete copy of the By-laws of the Corporation.
                Such
                By-laws have not been amended, modified, supplemented or rescinded
                and are
                in full force and effect on and as of the date
                hereof.

            


    

     

    
      	5.	
              The
                persons named below have been duly elected and have duly qualified
                as, and
                on this day are, officers of the Corporation and hold the offices
                set
                forth opposite their names below, and the signatures set forth opposite
                their names below are their genuine
                signatures:

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    

      
        	
                Name

              	
                Title

              	
                Signature

              	 
	 	 	 	 
	
                John
                  Ian Durie

              	Director	
                 

              	 
	 	 	 	 
	
                Samuel
                  John Russell

              	
                Chief
                  Executive Officer

              	
                 

              	 


      

    

     

    IN
      WITNESS WHEREOF, I have signed this Certificate this l
      day of
l,
      2005.
      SIMCLAR, INC.

     

    By:

     

    Name: John
      Ian
      Durie

     

    Title: Director

     

    I,
      Samuel
      John Russell, the Chief Executive Officer of the Corporation, do hereby certify
      that John Ian Durie has been duly elected and has duly qualified as, and on
      this
      day is, a Director of the Corporation and the signature above is his genuine
      signature.

     

    IN
      WITNESS WHEREOF, I have signed this Certificate this  l
      day of
l,
      2005.

     

    


     

    SIMCLAR,
      INC.

     

    By:
      

     

    Name:
      Samuel John Russell

     

    
      
        
        

      

      
        5