Exhibit 10.23  FIRST AMENDMENT AND PURCHASE ORDER FINANCE RIDER TO ACCOUNTS RECEIVABLE PURCHASING AGREEMENT  This
FIRST AMENDMENT AND PURCHASE ORDER FINANCE RIDER TO ACCOUNTS RECEIVABLE
PURCHASING AGREEMENT (Amendment) is dated as of April 29, 2010 and agreed
to by and between XPLORE TECHNOLOGIES CORPORATION OF AMERICA, a Delaware
corporation (Seller), and DSCH CAPITAL PARTNERS, LLC, d/b/a FAR WEST CAPITAL,
a Texas limited liability company (Purchaser).  RECITALS  WHEREAS,
Seller and Purchaser have entered into that certain Accounts Receivable
Purchasing Agreement, dated December 10, 2009 (the ARPA), wherein
Purchaser does, from time to time (and at its sole discretion), purchase from
Seller certain of Sellers accounts receivable;  WHEREAS,
Seller desires to modify and amend the ARPA to include Purchasers advance of
working capital funds to Seller for Sellers purchase of materials required to fulfill
customer purchase orders, and Purchaser is willing to provide such working
capital in accordance with the terms of this Amendment; and  WHEREAS,
the parties desire to make certain other adjustments to their relative rights
and obligations under the ARPA, as more particularly set forth below.  AGREEMENT  NOW,
THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the ARPA is modified and amended as follows:  1.DEFINITIONS AND
RULES OF CONSTRUCTION  1.1GENERAL DEFINITIONS.  Capitalized terms used and not defined in
this Amendment shall have the meanings ascribed to them in the ARPA and/or the UCC,
as applicable. Otherwise, any defined term shall have the meaning ascribed to
it in the Amendment and/or SCHEDULE A hereof.  1.2RULES OF CONSTRUCTION. It is
understood that this Amendment constitutes an amendment and modification of the
ARPA. The terms of this Amendment are incorporated into and made a part of the
ARPA.   Except as expressly set forth
herein, nothing in this Amendment modifies or amends the ARPA or any other document
executed by Seller in connection therewith (collectively, the Funding
Documents).  However, in the event of an
irreconcilable conflict or inconsistency between the provisions of any Funding
Document and the provisions of this Amendment, the provisions of this Amendment
shall control.  1


1.3
APPENDICES.  All
Schedules, Attachments, Addenda and Exhibits (collectively, Appendices)
hereto, or expressly identified in this Amendment, are incorporated herein by
reference.  2.AMOUNT AND TERMS OF ADVANCES.  2.1 ADVANCES.  (a) Subject to the terms and conditions of this Amendment, from
the Closing Date and until the P.O. Facility Termination Date, Purchaser,
in its sole discretion, may make advances to Seller (each, an Advance and
collectively, Advances) to enable Seller to fulfill P.O.s. The aggregate
outstanding amount of Advances plus the aggregate unpaid balance of Purchased
Accounts under the ARPA shall not at any time, before and after said Advance, exceed
the Maximum Amount. The Advances shall be repayable in accordance with the
terms of this Amendment.  (b) Seller expressly acknowledges, represents and agrees that: (i) Purchaser
has made no commitment or agreement to make, provide or arrange for any one or
more Advances hereunder; and (ii) Purchaser may at any time determine not
to provide or arrange for any Advance requested by Seller hereunder.  (c) Seller shall request each Advance by written notice to Purchaser
in the form of an AR and AR and P.O. Request Certificate (which is to
replace the AR Purchase Certificate originally introduced in the ARPA), a copy
of which is attached hereto as Exhibit A.  Purchaser shall be fully protected in relying
upon, and shall be entitled to rely upon, (i) any AR and P.O. Request
Certificate believed by Purchaser to be genuine, and (ii) the assumption
that the Persons making electronic requests or executing and delivering a AR
and P.O. Request Certificate on behalf of Seller were duly authorized,
unless the responsible individual acting thereon for Purchaser shall have
actual knowledge to the contrary. As an accommodation to Seller, Purchaser may
permit telephonic or facsimile requests for an Advance and electronic or
facsimile transmittal of instructions, authorizations, agreements or reports to
Purchaser by Seller. Unless Seller specifically directs Purchaser in writing
not to accept or act upon telephonic, facsimile or electronic communications
from Seller, Purchaser shall have no liability to Seller for any loss or damage
suffered by Seller as a result of Purchasers honoring of any requests,
execution of any instructions, authorizations or agreements or reliance on any
reports communicated to it telephonically, by facsimile or electronically and
purporting to have been sent to Purchaser by Seller and Purchaser shall have no
duty to verify the origin of any such communication or the identity or
authority of the Person sending it. In making any Advance hereunder Purchaser shall
be entitled to rely upon the AR and P.O. Request Certificate delivered to Purchaser
by Seller and other information available to Purchaser.  (d) No Advance will be made by Purchaser if Seller does not have a
P.O. with respect to the Products to be provided thereunder or such P.O. is
not an Accepted P.O. A P.O. shall be deemed an Accepted P.O. only
when (i) the P.O. is submitted pursuant to a PO Request  2


Certificate,
(ii) Purchaser shall issue an Advance with respect thereto, (iii) the
P.O. shall meet each of the requirements set forth in Section 2.3 and
(iv) it is not a Cancelled P.O.  (e) Seller shall use the proceeds of the Advances as working
capital to be used to fulfill Accepted P.O.s.  (f) The Advances and all other obligations of Seller to Purchaser shall
constitute one general obligation of Seller secured by all of the Collateral,
as defined in the ARPA.  Accordingly, Section 1.26
of the ARPA is hereby amended to read as follows:  1.26Obligations  all present and future obligations owing by Seller to
Purchaser either under the ARPA or under any other agreement between Seller and
Purchaser, executed contemporaneously with the ARPA or subsequently thereto,
including, but not limited to, any and all amendments, modification, riders or
supplements to the ARPA or any other agreement between the parties, whether or
not for the payment of money or evidenced by any note or other instrument,
direct or indirect, absolute or contingent, due or to become due, joint or
several, primary or secondary, liquidated or unliquidated, secured or unsecured,
original or renewed or extended, arising before, during or after the
commencement of any Bankruptcy Case in which Seller is a Debtor, including, but
not limited to, any obligations arising pursuant to letters of credit or
acceptance transactions or any other financial accommodations.  2.2 ADVANCE AMOUNT. Purchaser agrees that for every P.O. against which
it decides, in its sole and absolute discretion, to advance funds, Purchaser may
advance up to 100% of the Face Value of the Account to be generated from the P.O. (P.O. Face
Value) minus any fees and charges that may be due and payable hereunder,
provided the P.O. NFE (as defined in Schedule A) does not exceed thirty
percent (30%) of the total of all Eligible Accounts (as defined in the ARPA),
without the prior written consent of Purchaser.  2.3 TERMS OF ACCEPTED PO. Purchaser is not required to consider a P.O. as
eligible for the basis of an Advance unless such P.O. meets each of the
following requirements (a P.O. which meets such requirements, an Accepted
P.O.): (a) the P.O. is eligible for an advance rate of 100% as set
forth in Section 2.2, supra,as
determinedby Purchaser in its sole discretion; (b) Seller
has irrevocably directed the Account Debtor to make payments of all amounts due
Seller to Purchaser; (c) a signed copy of the AR and P.O. Request
Certificate shall have been delivered to Purchaser, together with the P.O. in
the exact form received by Seller (which P.O. shall be returned by Purchaser
in the event an Advance is not made by Purchaser); (d) Purchaser has taken
such action as it chooses to verify information contained on the AR and P.O. Request
Certificate including the accuracy and reasonableness of the Product Delivery
Date and P.O. Delivery Date and validity of the P.O. (which verification
may include, without limitation, direct confirmation from the Account Debtor and
any vendors and any such verification action or lack thereof shall not relieve Seller
from any of its obligations or representations hereunder); (e) the P.O. is
not a Cancelled P.O. or a Delinquent P.O.; (f) the P.O., the Products
and the P.O. Proceeds are free and clear of all liens, other than those in
favor of Purchaser; (g) the Products covered by the P.O. are covered
by the insurance and Purchaser is named as loss payee under  3


such
insurance policies as required by Section 11.6 of the ARPA; (h) the
Products are deliverable pursuant to documents, instruments, and statements in
form and substance reasonably satisfactory to Purchaser, all of which to the
extent required by Purchaser, have been delivered to Purchaser or a
representative designated by Purchaser; (i) to the extent that the
Products are or will be covered by a negotiable document of title, such
documents have been delivered to Purchaser with all necessary endorsements; (j) transportation
of the Products to the Account Debtor shall be controlled by Seller; (k) Seller
shall have delivered to Purchaser such additional information and documentation
as Purchaser may have from time to time reasonably requested; and (l) all
other terms and conditions of the P.O. shall be satisfactory to Purchaser in
its sole discretion.  2.4 CHARGES.  2.4.1 Cost of Funds Fee:  (a) Seller
shall pay a Cost of Funds Fee to Purchaser equal to the daily balance of the P.O. NFE,
as herein defined, multiplied by an annual rate of the lesser of (i) the Wall
Street Journal Prime Lending Rate plus 11.50% or (ii) the Maximum Rate, as
herein below defined, to accrue daily and be payable monthly.  All computations of interest and fees shall
be made by Purchaser on the basis of a three hundred and sixty (360) day year,
for the actual number of days occurring in the period for which such interest
or fee is payable. The actual number of days includes the day on which the
funds are advanced for an Advance and includes the day on which interest is
paid. Each determination by Purchaser of an interest rate hereunder shall be
conclusive and binding for all purposes, absent manifest error.  (b) The
term Maximum Rate, as used herein, means the greater of (i) the highest
rate permitted by applicable federal law, or (ii) a rate per annum equal
to the indicated rate ceiling determined weekly in accordance with the
computation specified in Section 303.003, Texas Finance Code, as such
indicated rate ceiling is in effect from time to time during the term hereof,
subject to the provisions of Section 303.009, Texas Finance Code.  If the Maximum Rate is increased by statute
or other governmental action subsequent to the date hereof, then Seller agrees
that the new Maximum Rate will be applicable hereto from the effective date of
the new Maximum Rate, unless such application is precluded by the statute or
governmental action or by the general law of the jurisdiction governing this
instrument.  2.4.2 Discount Fee: Seller shall pay the
Discount Fee equal to 1.00% of each Accepted P.O., payable upon each such P.O. Advance
and chargeable against any such Advance.  2.4.3 Out-of-pocket Expenses.  Seller shall pay to Purchaser, on demand, all
out-of-pocket expenses directly incurred by Purchaser in the administration of
this Amendment such as wire transfer fees, postage and Audit Fees, including
any out-of-pocket expenses related to the inspection or review of any
Collateral or of Sellers records.  2.5     ASSIGNMENT OF ACCOUNTS:
Acceptance of a P.O. by Purchaser and any accompanying Advance shall
constitute a contemporaneous assignment of all right, title and  4


interest
in and to any and all current or future Account(s) Receivable generated or
to be generated under and pursuant to such P.O., and Purchaser shall be the
sole owner of the Account(s) Receivable and any and all proceeds thereof
relating to such P.O.  The rights and obligations of the parties with
respect to such Account(s) Receivable shall be governed by the terms of
the ARPA, and each such Account Receivable shall be deemed an Account as
defined in Section 1.1 of the ARPA.  2.6  APPLICATION AND ALLOCATION
OF PAYMENTS. Payment of any Obligation incurred with respect to any Advance shall
be made from proceeds of the Account generated from such P.O., and such
Obligation shall be paid in full from such proceeds within forty-five (45) days
of the Advance (the Advance Due Date), and shall be applied to such Obligation
as follows: (i) first, to pay Purchasers expenses incurred in connection with
the Advance; (ii) second, to the payment of Purchasers fees and charges in
connection with the Advance; and (iii) third, to the payment or
reimbursement in full of any other Obligations to Purchaser in connection with the
Advance. If the Obligations incurred in connection with an Advance are not paid
in full by the Advance Due Date, payment of such Obligations shall be made from
the proceeds of any of Sellers Accounts, irrespective of whether such proceeds
derive from the specific Account generated by the Accepted P.O., within fifteen
(15) days after the Advance Due Date.  The
foregoing notwithstanding, Seller hereby irrevocably waives the right to direct
the application of any and all payments received from or on behalf of Seller and
Seller hereby irrevocably agrees that Purchaser shall have the continuing
exclusive right to apply any and all such payments against the Obligations in such
order as Purchaser shall determine.  2.7  ACCOUNTING. Purchaser is
authorized to record on its books and records the date and amount of each
Advance and each payment hereunder and such recordation shall constitute prima
facie evidence of the accuracy of the information so recorded. Purchaser shall
provide Seller access to an accounting of such recordations but any failure on
the part of the Purchaser to keep any such recordation (or any errors therein)
shall not in any manner affect the obligation of Seller to repay (with any applicable
charges, fees or interest) the Advances made to Seller hereunder. Such
statement and accounting shall be deemed final, binding and conclusive upon Seller,
absent manifest error.  2.8 TERM AND PAYMENT.  (a) On the P.O. Facility Termination Date, Seller shall pay
to Purchaser in full, in cash: (i) all outstanding Advances and all
accrued but unpaid charges, fees and/or interest thereon; and (ii) all
other obligations due and owing by Seller under this Amendment and in connection
with any Advance.  (b) If any Accepted P.O. becomes a Canceled P.O. or a
Delinquent P.O., then Seller shall immediately repay the Advance and any
charges, fees and/or interest relating thereto.  (c) Each Advance shall be payable on the earlier of (i) the
Advance Due Date or (ii) receipt of the P.O. Proceeds.  5


3.    CONDITIONS PRECEDENT  3.1 CONDITIONS TO THE INITIAL ADVANCES. Purchaser shall not make any
Advance, or perform any other action hereunder, until the following conditions
have been satisfied in a manner satisfactory to Purchaser in its sole
discretion, or waived in writing by Purchaser:  (a) Purchaser shall have received the following, each, unless
otherwise specified below or the context otherwise requires, dated the Closing
Date, in form and substance satisfactory to Purchaser and its counsel:  (i)this Amendment duly executed
by Seller;  (ii)acknowledgement by Guarantor
(as hereinafter defined) of its unconditional guaranty of any and all obligations
of Seller incurred and/or to be incurred under this Amendment;  (iii)acknowledgment by Subordinated Creditors (as that
term is defined in that certain Subordination Agreement dated on or around December 10,
2009, and executed in connection with the ARPA), that the Subordinated Debt is
subordinated in right of payment to all obligations of Seller to Purchaser
arising under this Amendment; and  (iv)          copies
of such financial statements and projections as Purchaser shall reasonably require;  3.2  FURTHER CONDITIONS TO THE
ADVANCES. Purchaser shall not make any Advance (including the initial Advance(s)),
if, as of the date thereof:  (a) any representation or warranty by Seller contained herein or
in any of the Funding Documents shall be untrue or incorrect as of such date,
except to the extent that any such representation or warranty is expressly
stated to relate to a specific earlier date, in which case, such representation
and warranty shall be true and correct as of such earlier date; or  (b) any event or circumstance that has had or reasonably could be
expected to have a Material Adverse Effect shall have occurred since the
Closing Date; or  (c) any Event of Default shall have occurred and be continuing or
would result after giving effect to such Advance; or  (d) after giving effect to such Advance the aggregate amount of
Advances and Purchased Accounts would exceed the Maximum Amount.  The request by Seller for an Advance and the acceptance thereof shall
be deemed to constitute, as of the date of such request and the date of such
acceptance, (i) a representation and warranty by Seller that the
conditions in this Article 3 and Section 2.3 have been satisfied and (ii) a
restatement by Seller of each of the representations and warranties made by it in
this  6


Amendment
and in any Funding Document and a reaffirmation by Seller of the granting and
continuance of Sellers security interest in the Collateral, to secure the
payment of all Obligations.  4.     REPRESENTATIONS, WARRANTIES AND AFFIRMATIVE
COVENANTS  To induce Purchaser to enter into this Amendment and to make Advances
hereunder, Seller represents and warrants to Purchaser (each of which
representations and warranties shall survive the execution and delivery of this
Amendment ), and promises to and agrees with Purchaser as follows:  4.1 P.O.S.  (a) Each PO submitted with a AR and P.O. Request Certificate (i) is
a bona fide P.O. and conforms in all respects to the representations
contained in the AR and P.O. Request Certificate and this Amendment, which
AR and P.O. Request Certificate is true and correct in all respects, (ii) shall
constitute the legal, valid and binding obligations of the Seller and shall be
enforceable against the Seller in accordance with its terms, (iii) contains
all of the terms and conditions relating to the Customers purchase of
Products, (iv) at the time such P.O. is submitted, such P.O. is
not the subject of a claimed dispute or a claimed request for a modification,
and (v) is not the subject of an arrangement for goods or payments to be
applied to other purchase orders, invoices or other obligations.  (b) Seller shall (i) fully perform in accordance with the
terms and conditions of each P.O. submitted with a AR and P.O. Request
Certificate, (ii) not give any other authorization or direction to make
payment of all or any part of the P.O. Proceeds except as expressly
provided for in this Amendment , (iii) not agree to any amendments,
modification of cancellation or revocation of, or substitution for any P.O. and
shall not waive any of its rights thereunder without the prior written consent
of Purchaser.  (c) Upon delivery of Products to the Customer pursuant to an
Accepted P.O., Seller shall issue or cause to be issued a P.O. Invoice
(and deliver any other related documents required by the applicable P.O. for
issuance of an invoice on account of such P.O.) to the Customer for the full P.O. Price.
The P.O. Invoice shall direct the Customer to make payment to Purchaser. Seller
shall not accept any payment (including rebates, set-offs, and other Customer
adjustments) with respect to any P.O. Invoice. Seller shall receive and
hold in trust for the sole and exclusive benefit of Purchaser all sums and
instruments representing payment of any P.O. Invoice and all P.O. Proceeds
which for any reason come into the possession of Seller, its agents,
representatives or any other party acting on behalf of Seller, and shall promptly
deliver or cause delivery of such sums to Purchaser.  Notwithstanding the foregoing, Seller
re-acknowledges and confirms that the Account(s) generated from the
Accepted P.O. is the sole and exclusive property of Purchaser, pursuant to
Section 2.5 of this Amendment, and all rights and obligations of Seller
and Purchaser thereunder are and will be governed at all times by the terms of
the ARPA.  (d) Seller shall (i) take all actions necessary for the
packaging and the shipment of  7


Products
to Customers in accordance with Accepted P.O.s, including, without limitation,
processing, packaging, shipping, warehousing, and insuring Products in
accordance with the specifications set forth in the applicable Accepted P.O.,
and to deliver the same to the Customer on or before the P.O. Delivery
Date, (ii) provide Purchaser with written notice (including the date
shipped and the destination) of each shipment of P.O. Inventory
immediately following shipment thereof, such notice to be included with Sellers
submission to Purchaser of the AR Purchase Certificate, as such term is defined
in the ARPA (iii) immediately after issuance to the Customer, deliver a
copy of each P.O. Invoice to Purchaser, and (iv) endeavor to collect
in a manner consistent with past practices, payment with respect to each P.O. Invoice.  (e) Seller is not in breach of any obligations it may have to
Customer under a P.O. Seller shall immediately notify Purchaser in writing
if an Accepted P.O. becomes a Cancelled P.O. or a Delinquent P.O. 
and of any claims, returns, disputes or offsets made by a Customer regarding
the Products or payment therefore.  (f) Upon written request by Purchaser, Seller shall deliver or
cause to be delivered to Purchaser all documents, notices, instruments,
statements and bills of lading relating to Products and P.O. Inventory.  5.   FINANCIAL MATTERS; REPORTS.  Seller represents, agrees and promises that, Seller
shall deliver to Purchaser once each week, a list of cancelled P.O.s.  IN
WITNESS WHEREOF, this Amendment has been duly executed as of the date first
written above.   PURCHASER:
  
  SELLER:DSCH
  CAPITAL PARTNERS, LLC
  
  Xplore
  Technologies Corporation of AmericaDBA
  FAR WEST CAPITALBy:
  /s/
  Brian Center
  
  By:
  /s/
  Michael Jr. RapisandName:
  Brian
  Center
  
  Name:
  Michael
  J. RapisandTitle:
  C.O.O.
  
  Title:
  Chief
  Financial OfficerAddress:
  2201
  Spicewood Springs Drive
  
  Address:
  14000
  Summit Drive, Suite 900Austin,
  TX 78759
  
  
  Austin,
  TX 78728Date:
  April 29,
  2010
  
  Date:
  April 29,
  2010  8


SCHEDULE A  DEFINITIONS  Accepted
P.O. has the meaning assigned to such term in Section 2.3.  Advance
and Advances have the meanings assigned to them in Section 2.1(a).  Advance
Due Date means with respect to each Advance, forty-five (45) days from any Advance.  Advance
Amount has the meaning assigned to such term in Section 2.2.  AR
and P.O. Request Certificate means a certificate substantially in the
form of EXHIBIT A duly executed by Seller and delivered to Purchaser.  Cancelled
P.O. means a P.O. (i) which has been cancelled by the Customer prior
to delivery of Products to the Customer or (ii) for which the vendor of
Products has failed to deliver Products conforming to specifications to the
Premises on or before the Products Delivery Date.  Closing
Date means the business day on which the conditions precedent set forth in Article 3
have been satisfied or specifically waived in writing by Purchaser, and the
initial Advance has been made.  Customer
means a Person which issues a P.O.  Delinquent
P.O. means a P.O. for which the P.O. Price is not paid by the Account
Debtor by the earlier of (i) the Advance Due Date with respect thereto or (ii) the
date on which the Accepted P.O. is cancelled.  Guarantor
means Xplore Technologies Corp., a Delaware corporation, having executed that
certain Corporate Guaranty and Suretyship dated on or around December 10,
2009, in favor of Purchaser.  Material
Adverse Effect means: a material adverse effect on (a) the business,
assets, operations, or financial or other condition of Seller, (b) Sellers
or Guarantors ability to pay or perform its Obligations, (c) the
Collateral or Purchasers liens on the Collateral or the priority of any such lien,
or (d) Purchasers rights and remedies under this Amendment and/or any Funding
Document.  Person
means any individual, sole proprietorship, partnership, limited liability
partnership, joint venture, trust, unincorporated organization, association,
corporation, limited liability company, institution, public benefit
corporation, entity or government (whether Federal, state, county, city,
municipal or otherwise, including any instrumentality, division, agency, body
or department thereof), and shall include such Persons successors and assigns.  9


P.O.
means a purchase order delivered to Seller from a Customer in the ordinary
course of its business.  P.O. Delivery
Date means the date on which the Products are to be delivered to the Customer
as set forth in the AR and P.O. Request Certificate and the P.O.  P.O. Facility
Termination Date means the earliest of (i) the Termination Date as
defined by Section 1.36 of the ARPA and (ii) the date of indefeasible
prepayment in full by Seller of its obligations hereunder in accordance with
the provisions of Section 2.8 of this Amendment.  P.O. Inventory
means the Inventory consisting of Products required to satisfy a P.O.  P.O. Invoice
means the invoice rendered upon delivery of the Products pursuant to a P.O.  P.O. NFE
means that amount equal to the total of a) Advances, b) any unpaid charges or
fees due from Seller under this Amendment and c) any unpaid reimbursable
expenses due from Seller under the Amendment.  P.O. Price
means the purchase price set forth in the P.O. to be paid by the Customer
for Products.  P.O. Proceeds
means payments received on account of P.O. Invoices (whether paid by the
Customer or any other Person).  Premises
means the facility or facilities identified in the AR and P.O. Request
Certificate where the Products will be delivered and/or processed.  Product
means the finished goods to be delivered to a Customer pursuant to a P.O.  Product
Delivery Date means the date on which the Products are to be delivered to Seller
as set forth in the AR and P.O. Request Certificate.  10