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EXHIBIT 10.15


                         DEED OF GUARANTEE AND INDEMNITY

                                     BETWEEN

                            XCEL CORPORATION LIMITED

                                       AND

                      LLOYDS TSB COMMERCIAL FINANCE LIMITED



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                      THIS DEED OF GUARANTEE; AND INDEMNITY

is made on the date specified in the Schedule to this Deed

BETWEEN:

(1)      "LTSBCF"                     Lloyds TSB Commercial Finance Limited,
                                      Boston House, The Little Green, Richmond,
                                      Surrey TW9 1QE

AND

(2)      "THE GUARANTOR"              The Corporation executing this Deed

W I T N E S S that in consideration of LTSBCF at the request of the Guarantor
entering into or continuing with an agreement with the Supplier named in the
Schedule to this Deed for the Purchase of Debts ("the Agreement") and/or
approving any Debt thereunder THE GUARANTOR jointly and severally with any other
person who enters into a Guarantee and Indemnity with LTSBCF in respect of the
Supplier's obligations hereby:

1.       AGREES to pay LTSBCF on demand all sums now or at any future date due
         to LTSBCF from the Supplier.

2.       GUARANTEES the due performance of all other obligations of the Supplier
         to LTSBCF however arising.

3.       INDEMNIFIES LTSBCF against all actions claims demands liabilities
         losses costs interest and damages which LTSBCF may sustain or incur as
         a result of the insolvency of the Supplier or of any breach or non
         observance or non performance by the Supplier of any of its obligations
         to LTSBCF.

4.       AGREES THAT:

         (i)      Variations may from time to time be made to the Agreement
                  without the consent of or notice to the Guarantor even though
                  the Guarantor's liability to LTSBCF may be increased.

         (ii)     The giving of time or the failure by LTSBCF to enforce any
                  remedies against the Supplier or any customer or any other
                  guarantor shall in no way affect the Guarantor's liability to
                  LTSBCF.

         (iii)    The terms of this guarantee and indemnity shall constitute a
                  continuing security notwithstanding the fulfilment from time
                  to time of any of the obligations of the Supplier to LTSBCF
                  and shall remain in force despite any disability on the
                  Guarantor's part until 12 months after payment is made by the
                  Supplier of all sums from time to time due to LTSBCF however
                  arising.


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         (iv)     Any acknowledgement or admission by or any Judgement obtained
                  by LTSBCF against the Supplier shall be binding on the
                  Guarantor.

         (v)      The Guarantor's obligations shall continue even though LTSBCF
                  may at any time relinquish in whole or in part any charge lien
                  or security taken from the Supplier or any customer or any
                  other guarantor.

         (vi)     Until all sums due hereunder have been paid to LTSBCF the
                  Guarantor shall not be entitled to the benefit of nor claim to
                  be subrogated to any charge lien or security held by LTSBCF
                  for the due performance of the Supplier's obligations nor
                  shall LTSBCF be under any obligation to enforce them for the
                  Guarantor's benefit.

         (vii)    Any sums due hereunder to LTSBCF shall from the due date for
                  payment bear interest at the same rate as the Discount Charge
                  referred to in the Agreement.

         (viii)   In arriving at the amount due to LTSBCF by the Supplier LTSBCF
                  shall be entitled to take into account all liabilities whether
                  actual or contingent and to make a reasonable estimate
                  thereof.

5.       DECLARES THAT this Guarantee and Indemnity:

         (i)      Shall be governed by English Law.

         (ii)     Shall be binding upon the Guarantor's Executors or
                  Administrators or upon any Committee Receiver or other person
                  acting on the Guarantor's behalf.

         (iii)    May be assigned by LTSBCF.

         (iv)     Shall be in addition to and not in substitution for any other
                  security taken by LTSBCF for the Supplier's obligation.

         (v)      Shall not be discharged by any defect in the Agreement or any
                  other guarantee or indemnity or in their respective
                  executions.

         (vi)     Shall remain binding notwithstanding any change in the
                  constitution of the Supplier or the death or legal disability
                  of any other guarantor to LTSBCF of the Suppliers'
                  obligations.


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6.       ACCEPTS THAT any notice or demand by LTSBCF shall be deemed to be
         validly served or made if sent or delivered to the Guarantor's address
         stated below or to the registered office of the Guarantor (if
         applicable) or to any other address at which the Guarantor may carry
         out business and if sent by post shall be conclusively deemed to have
         been delivered to the Guarantor within 72 hours of the time of posting.

7.       AGREES THAT monies received by LTSBCF by virtue of or in connection
         with the guarantee and indemnity may be placed to the credit of a
         suspense account with a view to preserving the right of LTSBCF to prove
         for the whole of its claim against the Supplier in any proceedings in
         or analogous to bankruptcy liquidation receivership composition or
         arrangement.

8.       CONFIRMS THAT if any provision hereof shall be held invalid or
         unenforceable it is hereby declared and confirmed that such event shall
         not effect any other provisions all of which shall remain in full force
         and effect. Where this Deed is executed by more than one Guarantor and
         such execution shall be defective this shall in no way affect the
         liability of the remaining parties.

9.       AGREES THAT definitions used in the Agreement shall bear the same
         meaning in this Deed.

10.      AGREES THAT this Guarantee and Indemnity shall be construed according
         to English Law and the Guarantor accepts the non exclusive jurisdiction
         of the English Court.


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IN WITNESS thereof the Guarantor has caused this Deed to be sealed on the date
specified in the Schedule hereto.


                                  THE SCHEDULE

Date of Execution                         21 June 2005
of this Deed

Name of Supplier                          Xcel Power Systems Limited

Name of Guarantor                         Xcel Corporation Limited

Registered Offices                        Brunswick Road
of Guarantor                              Cobbs Wood
                                          Ashford
                                          Kent TN23 1EH

Company Registration Number               01969006
in England & Wales of Guarantor



SIGNED and DELIVERED as a deed on             )        /S/ Carmine T. Oliva
         (day of         by you               )
                                              )        Signature of
Director
XCEL CORPORATION LIMITED acting by **

(a Director) and **                           )        /S/ G. M. J. Jefferies

(a *Director / its Company Secretary          )        Signature of *Director/
                                              )        Company Secretary


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