Exhibit        10.58

 

 

| **Stephen Grant** | **Royal Bank of Canada** |
|-------------------|--------------------------|

| Manager, GRM | 20 King Street West, 9th floor |
|--------------|--------------------------------|

| Special Loans and Advisory Services | Toronto, Ontario, M5H 1C4                  |
|-------------------------------------|--------------------------------------------|
|                                     |                                  |
|                                     | Tel:                     416-974-5825 |
|                                     | Fax :                    416-955-2562 |
|                                     | E-Mail : stephen.grant@rbc.com        |

         

         

         

         

March        31, 2008

 

Spar        Canada Company

1910        Opdyke Court

Auburn        Hills MI

USA        48326

 

Attention: Jim Segreto

 

Dear Mr.        Segreto:

 

**Re: Credit Facilities of Spar Canada Company (the        “Borrower”)**

 

The        terms of the credit facilities offered to the Borrower by Royal Bank of Canada (the        “Bank”) are set out in the credit agreement dated October 17, 2006 (the        “Agreement”).

 

Based on        our review, the Borrower is in breach of the following covenant(s) under the terms set out        in the Agreement:

 

|   | 1. | To maintain a total debt to tangible net worth of not                        greater than 2:1. |
|--------|----|------------------------------------------------------------------------------------------------|

 

This        covenant was in breach as at December 31, 2007 as per the company prepared financial        statements provided to the Bank.

 

The Bank        hereby agrees to waive its rights in respect of such breach until December 31, 2008,        provided no further deterioration occurs during that period. This waiver is granted only in        respect of the aforementioned breach and only for the period specified above.

 

We        further note that the terms of the Agreement have been amended as follows:

 

|   | 1. | Facility #1. Demand Operating loan. Limit has been reduced                        to $500,000.00 (from $1,000,000.00) |
|--------|----|-----------------------------------------------------------------------------------------------------------------------|

         

All other        terms and conditions outlined in the Agreement remain unchanged and in full force and        effect.

 

----

2

 

The above        noted amendment is open for acceptance until April 30, 2008, after which date it will be        null and void, unless extended in writing by the Bank.

 

Yours        truly,

 

**ROYAL BANK OF CANADA**

         

 

| Per:   | /s/ Stephen Grant                   |
|--------|-------------------------------------|
|   | Stephen Grant                       |
|        | Manager, GRM                        |
|        | Special Loans and Advisory Services |

 

 

Agreed        to and accepted this 30th day of  March, 2008

 

**Spar        Canada Company**

 

 

| Per:                                 | /s/ James                    R. Segreto        |
|--------------------------------------|------------------------------------------------|
| Name:                                | James                        R. Segreto        |
| Title:                               | Chief                        Financial Officer |
|        |                                                |
|                       |                                                |
| Stephen Grant                        |