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EXHIBIT 10.17





                               DEED OF PRIORITIES

                                     BETWEEN

                      LLOYDS TSB COMMERCIAL FINANCE LIMITED

                                       AND

                               LLOYDS TSB BANK PLC

                                       AND

                           XCEL POWER SYSTEMS LIMITED





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THIS DEED is made the _____ day of _______________________ BETWEEN

(1)      LLOYDS TSB COMMERCIAL FINANCE LIMITED whose registered office is
         situate at Boston House, The Little Green, Richmond, Surrey TW9 1QE
         ("LTSBCF")

(2)      LLOYDS TSB BANK PLC whose address for the purposes of this Deed is at
         39 Threadneedle Street, London EC2R 8PT (the "Bank") and

(3)      XCEL POWER SYSTEMS LIMITED whose registered office is at Brunswick
         Road, Cobbs Wood, Ashford, Kent TN23 1EB (the "Company")

AND WITNESSES as follows:

1.       DEFINITIONS AND INTERPRETATION
         ------------------------------

1.1      In this Deed, except where the context otherwise requires, each of the
         expressions set out below shall have the following meanings;

         "Administrator" has the same meaning as in Schedule B1 to the
         Insolvency Act 1986 as introduced by the Enterprise Act 2002;

         "Bank's Security" means a debenture dated [________________] made
         between the Company and the Bank;

         "Debts" has the meaning ascribed to it by a Debt Purchase/Factoring
         Agreement (the "Financing Agreement:") (as substituted, amended, varied
         or replaced) dated made between LTSBCF and the Company;

         "Financiers" means the Bank and LTSBCF and "Financier" shall mean
         either of them;

         "LTSBCF's Security" means a debenture dated [________________] made
         between the Company and LTSBCF;

         "Non Vesting Debts" means all or any Debts of the Company purchased or
         to be purchased by LTSBCF pursuant to the Financing Agreement which
         fail to vest absolutely in LTSBCF for any reason together with the
         Related Rights (as defined in the Financing Agreement) to such Debts;

         "Receiver" includes liquidator, an Administrator, an administrative
         receiver and a receiver and manager;

         "Securities" means the Bank's Security send LTSBCF's Security and
         "Security" means either of them.

1.2      In this Deed, unless the context otherwise requires:

         (a)      references to the parties shall be construed so as to include
                  their respective successors and permitted assigns;


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         (b)      references to a "business day" shall be construed as a.
                  reference to a day (other than a Saturday or a Sunday) on
                  which banks are generally open for the transaction of business
                  in Pounds Sterling in London;

         (c)      references to clauses are references to clauses of this Deed;

         (d)      references to this Deed shall be to this Deed as amended,
                  varied, supplemented or novated from time to time;

         (e)      headings are inserted for ease of reference only and shall be
                  ignored in the construction of this Deed;

         (f)      references to any statute or law shall be to such statute or
                  law as re-enacted, amended, extended or replaced from time to
                  time; and

         (g)      the singular includes the plural and vice versa and any gender
                  includes the other.

1.3      If there is any conflict or inconsistency between any provision of this
         Deed and any provision contained within a Security, the provisions of
         this Deed shall prevail.

2.       CONSENTS AND AGREEMENTS
         -----------------------

2.1      Insofar as consent is required under the terms of either of the
         Securities or otherwise the Bank hereby confirms its consent to the
         creation and continuance of LTSBCF's Security and LTSBCF hereby confirm
         its consent to the creation and continuance of the Bank's Security.

2.2      Notwithstanding anything to the contrary in the Financing Agreement or
         LTSBCF's Security, no Debt arising in respect of the sale of all
         capital asset or otherwise than in the ordinary course of trading shall
         vest in LTSBCF or constitute a Non Vesting Debt or be the subject of a
         sale and purchase under the Financing Agreement.

2.3      For the avoidance of doubt, no monies held by the Company with any bank
         shall he included within the definition of Debts and Non Vesting Debra.

3.       PRIORITIES
         ----------

3.1      All receipts, recoveries and realisations ("realisations") pursuant to
         the enforcement of the Securities shall be applied in satisfying the
         monies, obligations and liabilities thereby secured as follows:

         (a)      realisations of the Nun Vesting Debts shall be applied;

                  FIRST    -       to LTSBCF without limit,

                  SECOND   -       to the Bank


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         (b)      realisations of all other assets of the Company shall be
                  applied:

                  FIRST    -       to the Bank without limit;

                  SECOND   -       to LTSBCF

3.2      The amount of any Receiver's remuneration and all outgoings, costs,
         charges, expenses, liabilities and payments ranking by statute for
         payment in priority to the amount secured by the Securities shall be
         deducted from all receipts and recoveries under the Security under
         which he is appointed prior to their application towards the discharge
         or satisfaction of the amount secured by the Securities.

3.3      Without prejudice to clause 3.1, for the purposes of the Insolvency Act
         1986 (as amended by the Enterprise Act 2002) LTSBCF hereby confirms for
         the benefit of the Bank that any qualifying floating charge within the
         meaning of paragraph 14 of Schedule 1B to the Insolvency Act 1986
         contained in the :Bank's Security is to be treated as having priority
         over any qualifying floating charge contained in LTSBCF's Security
         notwithstanding the date of creation of such floating charges.

3.4      Without prejudice to the priority accorded to the Bank's Floating
         Charge by clause 3.3 of this Deed and insofar as LTSBCF's Floating
         Charge is a prior charge within the meaning of paragraph 15 of Schedule
         B1 to the Insolvency Act 1986 (such that the Bank is thereby obliged to
         notify LTSBCF of its intention to appoint an Administrator before so
         appointing) LTSBCF hereby irrevocably waives its right to receive such
         notice in addition, and within the meaning of paragraph 15(1)(b) of
         Schedule B1 to the Insolvency Act 1986 LTSBCF irrevocably consents to
         the appointment of an Administrator by the Bank notwithstanding that no
         notice of intention to appoint an Administrator shall have been given
         to it.

3.5      For the avoidance of doubt, nothing contained within this Deed is
         intended to rank any floating charge contained within the Securities
         before any fixed charge contained within the Securities.

4.       CONTINUING SECURITY
         -------------------

The Securities shall be continuing securities for repayment to the Financiers of
the money and liabilities thereby secured and the priority arrangements herein
contained shall nor be affected by any fluctuations in the amount from time to
time due owing of incurred by the Company to either of the Financiers or by the
existence at any time of a credit or bill balance on any relevant account of the
Company with either Financier.

5.       ENFORCEMENT OF SECURITY
         -----------------------

5.1      The Financiers shall consult and co-operate with each other to the
         extent (without hour any requirement) that

         (a)      the Securities shall so far as practicable be enforced the
                  same method and at the same time;


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         (b)      in the case of an appointment of a Receiver or Receivers by a
                  Financier under its Security the same person(s) shall be
                  appointed Receiver(s) by the other Financier (if that other
                  Financier shall also make such an appointment).

5.2      The provisions of clause 5.1 shall not prevent either Financier from
         appointing a Receiver under its Security or from the exercise or
         enforcement of its Security without any consultation if it considers it
         expedient to do so, subject to the giving of any notices that may be
         required pursuant to the Insolvency Act 1986 (as amended by the
         Enterprise Act: 2002).

5.3      If either Financier shall appoint a Receiver under its Security or
         shall otherwise enforce or exercise its Security it shall promptly give
         written notice thereof to the other Financier.

6.       INFORMATION
         -----------

6.1      Whilst this Deed subsists each Financier shall be at liberty from time
         to time to disclose to the other information concerning the Company and
         its affairs in such manner and to such extent as such Financier shall
         from time to time think fit.

6.2      Each Financier acknowledges the right of the other Financier to the
         production and delivery of copies of the documents comprising or
         referred to in its Security.

7.       COMPLIANCE WITH COVENANTS
         -------------------------

7.1      Provided that the Company shall observe and perform all the covenants
         in LTSBCF's Security and the Financing Agreement relating to its Debts
         and Non Vesting Debts and the proceeds of the same then the Company
         shall be deemed to have complied with all or any of the covenants in
         the Bank's Security relating to such debts and die proceeds of the
         same.

7.2      In the event of any monies being received under any insurance covering
         any of the property or assets charged under the Securities (excluding,
         for the avoidance of doubt, any credit insurance relating to any Debts)
         such monies shall (subject to the rights of prior encumbrances, if any)
         be applied in replacing, restoring or reinstalling the property or
         assets destroyed, damaged or lost unless the .Bank otherwise directs in
         writing.

8.       OPERATION OF ACCOUNTS
         ---------------------

8.1      Nothing in this Deed shall prevent the Brink operating the bank
         accounts of the Company in the ordinary course of banking business
         including, without limitation, collecting cheques and other payment
         orders and accepting money for credit of the Company's bank accounts
         and allowing the Company to draw cheques and other payments and
         generally to withdraw funds from its bank accounts.

8.2      LTSBCF shall make no claim against the Bank in connection with any Debt
         the proceeds of which are credited to any account of the Company with
         the Bank (other than any account in the name of the Company designated
         as in trust for LTSBCF) unless:


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         (a)      prior to the Bank's receipt of such money the :Bank has
                  received nonce in writing from LTSBCF that a specified sum of
                  money belongs at will belong to LTSBCF. Such notice shall
                  contain such information as the Bank may reasonably require to
                  enable the Bank to identify such credit in the day to day
                  operation of the relevant account of the Company in accordance
                  with the Bank's normal practice; or

         (b)      the Bank has procured the payment to the Bank of a sum which
                  to the actual knowledge of the Bank should have been paid to
                  LTSBCF.

         In the circumstances set out in (a) and (b) above, such monies
         following payment into such account shall be held to the order of
         LTSBCF and paid to LTSBCF on demand subject to any law, regulation or
         court order but provided always that if the Bank requires an indemnity
         from LTSBCF before any such payment to LTSBCF, then LTSBCF shall
         provide such an indemnity in a form acceptable to the Bank.

9.       TERMINATION
         -----------

         This Deed shall cease to have effect when either of the Securities
         shall have been fully discharged.

10.      THE COMPANY'S ACKNOWLEDGEMENT
         -----------------------------

10.1     The Company acknowledges the priorities herein recorded and consents to
         the remaining terms hereof:

10.2     The Company acknowledges that this Deed does not create any rights in
         its favour and that it shall not be entitled to rely upon or enforce
         any of the terms of this Deed against either Financier.

11.      ENTIRE AGREEMENT
         ----------------

         This Deed forms the entire agreement between the parties relating to
         the priority of their respective Securities and the application of the
         proceeds thereof and supersedes all earlier meetings, discussions,
         correspondence, e-mails, facsimile transmissions, telexes, letters and
         communications, understandings and arrangements of any kind so
         relating.

12.      WAIVERS
         -------

12.1     No forbearance or failure by any party to exercise or assert or claim
         any right of entitlement hereunder shall be construed (in the absence
         of a written agreement o waive or a written confirmation of a past
         waiver) as a waiver of that right or entitlement:.

12.2     No waiver of any breach of any term of this Deed shall (unless
         expressly agreed in writing by the waiving party) be construed as a
         waiver of a future breach of the same term or as authorising a
         continuation of the particular breach.


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12.3     None of the terms of this Deed is enforceable by any person other than
         LTSBCF and the Bank and their respective successors in title pursuant
         to tine. Contracts (Rights of Third Parties) Act 1999. No purchaser
         dealing with either of the financiers or any Administrator or Receiver
         shall be concerned any way with the provisions of this Deed and shall
         assume that the Financiers or any such Administrator or Receiver is
         acting in accordance with the provisions of this Deed.

13.      VARIATIONS
         ----------

13.1     Any variation of this Deed shall be binding only if it is recorded in a
         document signed by or on behalf of each Financier.

13.2     If any substitution, amendment, variation or replacement of the
         Financing Agreement or any other Agreement alters the definition of
         `Debts' after the date of execution of the Finance Agreement referred
         to in the definition of "Debt' in clause 1.1, LTSBCF will, as soon as
         reasonably practicable, inform the Bank in writing of any such
         alteration.

14.      SEVERABILITY
         ------------

         The provisions of this Deed shall be severable and distinct from each
         other and if at any time any one or more of such provisions is or
         becomes invalid, illegal or unenforceable, the validity, legality and
         enforceability of each of the remaining provisions of this Deed shall
         not in any way be affected, prejudiced or impaired thereby.

15.      FACILITIES
         ----------

         Nothing curtained in this deed shall bind either the Bank or LTSBCF to
         make any advance or prepayment or to grant any credit or other
         facilities to the Company.

16.      TIME AND INDULGENCE
         -------------------

         Each Financier shall be entitled to grant time or indulgence or to
         release or compound with the Company or otherwise deal with its
         Security without reference to the other except to the extent regulated
         by this Deed.

17.      COUNTERPARTS
         ------------

         This Deed may be executed in any number of documents or counterparts
         each in the like form, all of which taken together shall constitute one
         and the same document.

18.      NOTICES
         -------

18.1     Any notice or other communication given or made under or in connection
         with the matters contemplated by this Deed shall be in writing.

18.2     Any such notice or other communication shall, subject to clause 18.3.
         be addressed to the relevant party at its address stated at the
         beginning of this Deed and, if so addressed, shall be deemed to have
         been duly given or made as follows:


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         (a)      if sent by personal delivery, upon delivery at the address of
                  the relevant party;

         (b)      if sent by first class pre-paid letter post, two clear
                  business days after the date of posting;

         (c)      if sent by facsimile transmission:

                  (i)      to the following number:

                           for LTSBCF: 0208 332 7761/2

                           for the Bank: _______________________________; or

                  (ii)     to such other number. (if any) as shall previously
                           have been notified by the addressee to the sender for
                           the purpose of the service of notices by facsimile
                           transmission.

         Any notice sent by facsimile in accordance with clause 18.2(c) shall be
         deemed to have been received by the addressee as soon as sent, save
         that if it is sent outside the addressee's normal business hours on a
         day which is not a working day in the place of receipt it shall be
         deemed to have been received at 10am on the next following working day.

18.3     A party may notify the other parties to this Deed of a change to its
         name or address for the purposes of clause 18.2 provided that such
         notification shall only be effective on:

         (a)      the date specified to the notification as the date on which
                  the change is to take place; or

         (b)      if no date is specified or the date specified is less than
                  five clear business days after the date on which notice is
                  given, the date falling five clear business days after notice
                  of any such change has been given.

18.4     For the avoidance of doubt, the parties agree that the provisions of
         this clause shall not apply to relation to the service of any document
         by which any legal proceedings are commenced or continued or forming
         any part of such proceedings.

19.      WAIVER

         For the avoidance of doubt it is hereby confirmed that the provisions
         of this Deed are additional to and not in substitution for any waiver
         given by the bank to favour of LTSBCF in respect of Debts purchased by
         and vesting in LTSBCF.

20.      LAW AND JURISDICTION
         --------------------

20.1     This Deed is governed by, and shall be construed in accordance with,
         English law.

20.2     The parties to this Deed irrevocably submit to the exclusive
         jurisdiction or the English courts to settle any disputes which may
         arise out of or in connection with this Deed.


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IN WITNESS whereof the parties hereto have executed this Deed and have delivered
it on the day and year first above written.

SIGNED and DELIVERED as a Deed on
28 day of June 2005 on behalf of

<TABLE>
<S>     <C>
LLOYDS TSB COMMERCIAL FINANCE LIMITED
                                                                       )
by:   1.**                       ______________________________________)
           duly appointed attorney                                     )   Attorney (s) for
                                                                       )   Lloyds TSB Commerical
                                                                       )   Finance Limited
      2.**                       ______________________________________)
           duly appointed attorney                                     )
                                                                       )

In the presence of:                                                    )
                                                                       )
Signature:      _______________________________________________________)
                                                                       )   Witness (only
Name:**         _______________________________________________________)   required if one
                                                                       )   attorney signs)
Occupation:     _______________________________________________________)
                                                                       )
Address:        _______________________________________________________)
                                                                       )
                _______________________________________________________)


SIGNED and DELIVERED as a Deed
By

  LLOYDS TSB BANK PLC

by:                              ______________________________________)
           duly appointed attorney                                     )   Attorney for
                                                                       )   Lloyds TSB Bank PLC

In the presence of:

Signature:      _______________________________________________________)

Name of Witness   _____________________________________________________)

Address of Witness:   _________________________________________________)

                      _________________________________________________)

                      _________________________________________________)

Signed as a Deed by                                                    )
XCEL POWER SYSTEMS LIMITED                                             )

acting by **                                                           )
a director and**                                                       )
                                                                       )
*director/the secretary                                                )

Key
**       Insert full Names
*        Delete as applicable



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