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                                                                   Exhibit 10.17

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                              CONVERSION AGREEMENT

   Made on the 30th day of November, 2000 as of the 31st day of August, 2000
                             (the "Effective Date")

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BETWEEN:          XBOX TECHNOLOGIES, INC., a corporation duly incorporated under
                  the laws of the State of Delaware of the United States, having
                  its registered office and principal place of business located
                  at 10400 Viking Drive, Suite 110, Eden Prairie, Minnesota,
                  55344 (hereinafter referred to as the "Corporation").


AND:              TECHINSPIRATIONS INC. (CAYMAN), having its registered office
                  and principal place of business located at CIBC Bank and Trust
                  Company (Cayman) Limited, P.O. Box 694, CIBC Building, Edward
                  Street, Georgetown, Grand Cayman, B.W.I. (hereinafter referred
                  to as "Investor").


     FOR VALUE RECEIVED AND IN CONSIDERATION OF THE MATTERS SET OUT IN THE
                  PURCHASE AGREEMENT, IT IS AGREED AS FOLLOWS:

1.       The parties hereto hereby irrevocably confirm the following recitals of
         fact and intention:

         (a)      At a June 22nd, 2000 meeting of the Board of Directors of the
                  Corporation, the Board of Directors (together with a
                  representative of the Investor who is also on the Board of
                  Directors of the Corporation) approved, in principle,
                  management of the Corporation negotiating and implementing a
                  business and financing plan for the Corporation (the "Plan")
                  which included, amongst other matters, focusing the business
                  and development operations of the Corporation on the business
                  of its subsidiary, Knowledge Mechanics Inc., reorganizing the
                  balance sheet and share capital of the Corporation to include
                  revised employee stock option plans and the conversion of
                  secured debt furnished by the Investor to the Corporation into
                  equity of the Corporation, and pursuing additional equity
                  investment in the Corporation;

         (b)      In furtherance of the implementation of the Plan, senior
                  management of the Corporation, representatives of the
                  Investor, and representatives of the subsidiary met in
                  Toronto, Canada, on August 10, 2000 and, negotiated, agreed in
                  principle, and thereafter reduced to writing in a memorandum
                  of understanding various features of the Plan, subject to
                  Board approval and legal documentation, including without
                  limitation, the conversion of the Investor's secured loans to
                  the Corporation into equity of the Corporation with effect as
                  of the Effective Date (the "Debt Conversion");

         (c)      Those agreements in principle implementing the Plan were
                  presented, to the extent necessary, to the Board of Directors
                  of the Corporation at various subsequent Board proceedings
                  (including, without limitation, at a September 7th, 2000
                  meeting of the Board of Directors of the Corporation) for
                  formal approval and were so formally approved, provided that
                  the approval of the particulars of the Debt Conversion was
                  referred to a special committee of independent Directors (the
                  "Special Committee") and, as a result of the foregoing, the
                  parties instructed their attorneys to prepare legal
                  documentation implementing those decisions; and

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         (d)      At a meeting of the Special Committee on October 31st, 2000,
                  the Special Committee approved the particulars of the Debt
                  Conversion and the agreements pertaining thereto; and

         (e)      In accordance with the Debt Conversion aspects of the
                  foregoing, the Corporation and the Investor have entered into
                  a purchase agreement of even date (the "Purchase Agreement")
                  whereby the Investor will purchase from the Corporation
                  $14,025,137 of Series A Preferred Shares of the capital stock
                  of the Corporation, at a purchase price of $16.80 per share,
                  each Series A Preferred Share convertible into 200 shares of
                  common stock of the Corporation at the rate of $0.084 per
                  Common Share which purchase price shall be paid or satisfied,
                  to the extent of $11,806,425.74 thereof, by the conversion,
                  pursuant to this Conversion Agreement, of that amount of
                  secured loan advances by the Investor to the Corporation as of
                  the Effective Date into Series A Preferred Share equity.

2.       In this Conversion Agreement, capitalized terms denoting defined terms
         shall, if not specifically definedspecifically defined herein, bear the
         meanings attributable to them in the Purchase Agreement (as defined
         below). Subject to the foregoing, for the purposes hereof, unless there
         is something in the subject matter or context inconsistent therewith,
         the following terms and expressions shall have the following meanings:

         CHARGE:           a hypothec, mortgage, priority, charge, pledge,
                           assignment in guaranty, security interest, lien,
                           encumbrance, action, claim, demand, option, offer,
                           right or equity of any nature whatsoever or howsoever
                           arising on one or more assets or rights;

         CREDIT FACILITY:  means the secured revolving operating line of credit
                           extended by the Investor to the Corporation
                           originally held by Norwest Business Credit, Inc.;

         DEBT:             means the amount of accrued interest and outstanding
                           principal owed by the Corporation to the Investor
                           under the Credit Facility on the date hereof.

3.       Pursuant to the provisions of the Purchase Agreement, and
         coincidentally with the Closing of the transactions contemplated under
         the Purchase Agreement, the Corporation and Investor hereby confirm
         their agreement, and the Investor's irrevocable direction, to convert
         the following portion of the Debt with the effect as of the Effective
         Date: $11,806,425.74 of the Debt shall be converted into 702,763.43
         Preferred Shares of the Corporation at a conversion price of $16.80 per
         share and in full satisfaction of the subscription price for 702,763.43
         Preferred Shares purchased by the Investor from the Corporation
         pursuant to the Purchase Agreement.

4.       Each of the Corporation and the Investor hereby acknowledges and
         confirms that the amount of the Debt outstanding on the Effective Date
         is $11,806,425.74. The Corporation hereby acknowledges receipt of the
         subscription price referred to in paragraph 3 above and the Investor
         hereby confirms that the amount of the Debt outstanding shall be
         reduced accordingly.

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5.       The Corporation and the Investor hereby waive any notice requirement
         from one another and any other procedure, condition or other right
         precedent to the conversion of the Debt pursuant to this Agreement.

6.       Each party hereto represents and warrants that it has the necessary
         power, authority and capacity to execute this Agreement and to perform
         its obligations hereunder.

7.       The Investor hereby represents and warrants to the Corporation that the
         Debt so converted pursuant to this Agreement is free and clear of any
         charges created by the Investor whatsoever, except for Charges created
         under the Credit Facility.

8.       The parties hereto agree that the Credit Facility and terms and
         conditions thereof and the Charges applicable thereto shall continue to
         remain in full force and effect and the said Charges shall continue to
         attach to the assets and undertaking of the Corporation as continuing
         and collateral security for all present and future obligations and
         indebtedness of the Corporation to the Investor.

9.       Each party hereto shall, at the request of the other party, execute and
         deliver any further documents and do all acts and things as that party
         may reasonably require to carry out the true intent and meaning of this
         Agreement.

10.      Any notice or other communication to be given in connection with this
         Agreement shall be given in writing and transmitted by any means
         providing proof of receipt by the addressee to the addresses indicated
         at the beginning hereof, or to such other address as any party may
         designate by notice given to the other party.

11.      This Agreement shall be governed by the laws in force in the State of
         Minnesota and the parties hereto agree irrevocably to attorn to the
         jurisdiction of the courts of the State of Minnesota and agree that any
         proceedings taken in respect of this Agreement shall be taken in such
         courts and in no other.

12.      This Agreement shall enure to the benefit of and be binding upon the
         parties hereto and their respective personal representatives, heirs,
         successors and administrators.

13.      This Agreement may be executed in separate counterparts, all of which
         shall constitute one and the same instrument. This Agreement may be
         effectively delivered by the facsimile delivery of a signed original
         and such facsimile copy shall be as effective as the signed original.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
Effective Date.

                                            XBOX TECHNOLOGIES, INC.

                                            By:
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                                            Its:
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                                            TECHINSPIRATIONS INC. (CAYMAN)

                                            By:
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                                            Its:
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