EXHIBIT 10.38

OFFER    FOR PURCHASE OF RECEIVABLES

This
offer for the purchase of receivables (the "Offer") is made the  day of February, 2005

jointly
by:

and

to

BANK AUSTRIA CREDITANSTALT AG, a bank organised and existing under the laws of Austria, with its registered seat in Austria, 1030 Vienna,
Vordere, Zollamtsstraße 13, registered at the register of entrepreneurs maintained by Firmenbuchgericht Wien at the Handelsgericht Wien under number FN 150714p,
(the"Bank").

Whereas

Now,
the Seller and the Obligor hereby declare as follows:

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|MEC Holdings (Canada) Inc. |  | 
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|MAGNA INTERNATIONAL Inc.   |  | 

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ANNEX 1    TERMS AND CONDITIONS

1.     SCOPE OF THE TERMS AND CONDITIONS



2.     DEFINITIONS AND INTERPRETATIONS

2.1   Definitions



"Business Day"

means a day on which banks are open for business in Vienna and Toronto;"CDN"

means the lawful currency of Canada;"Clause"

means a clause under these Terms and Conditions;"Contract"

means the Preferred Access Agreement between Obligor and Seller dated 1st November 2004, as may be amended from time to time;"Effective Date"

Means February , 2005(but not later thanFebruary , 2005), provided that on such date:(a)

the Bank has received each of the documents listed in Clause 5.1 of these Terms and Conditions (Documentary Conditions Precedent) in a form and substance satisfactory to it, and(b)

all further conditions precedent listed in Clause 5.2 of these Terms and Conditions (Further Conditions Precedent) have been fulfilled in a manner satisfactory to the Bankprovided that it is at the sole discretion of the Bank (who shall not be obliged to do so) to waive any such conditions;"Earlier Expiry of the Contract"

has the meaning given to it in Clause 8.1 (Earlier Expiry of the Contract);


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"Facilities"

means the sport facilities owned by the Seller as defined and described in Article 1 (a) of the Contract;"Payment Account"

Bank Austria Creditanstalt AG, Vienna
SWIFT BKAUATWW
Correspondent Bank: Royal Bank of Canada, Toronto
SWIFT ROYCCAT2
Account 095912091510
Ref. 8109/MEC/2006-2009
or any other account as the Bank may designate from time to time;"Purchase Documents"

means the Offer (including the Terms and Conditions), and any other document which is necessary for the completion of the purchase of the Receivables;"Purchase Price"

has the meaning given to it in Clause 6.1 (Purchase Price);"Receivables"

has the meaning given to it in Clause 3 (Object of The Purchase);"Reduction of Annual Fee"

has the meaning given to it in Clause 8.2 (Reduction of Annual Fee);"Right of Access"

means the rights of access to use the Facilities in the way described in the Contract;


2.2   Interpretations



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3.     OBJECT OF THE PURCHASE

3.1   Receivables



3.2   Exclusion



4.     PURCHASE PROCEDURE

4.1   Legal Form of the Purchase



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4.2   Acknowledgement of the Obligor



4.3   Recording of Assignment



5.     CONDITIONS PRECEDENT

5.1   Documentary Conditions Precedent



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5.2   Further Conditions Precedent



6.     PURCHASE PRICE AND ITS PAYMENT

6.1   Purchase Price



6.2   Set-off by Bank



7.     PAYMENTS AND ACCOUNTS

7.1   Payments by the Obligor



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7.2   Transfer to the Payment Account



7.3   Funds and Place



7.4   No Set-off, Counterclaim or Retention



7.5   Taxes



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7.6   Currency Indemnity



7.7   Partial Payment



8.     EARLY EXPIRY OF CONTRACT AND REDUCTION OF ANNUAL FEE

8.1   Earlier Expiry of the Contract





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8.2   Reduction of Annual Fee





9.     MANAGEMENT FEE



10.   COSTS AND EXPENSES



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11.   REPRESENTATIONS AND WARRANTIES

11.1 Representations and Warranties of the Seller

The Seller represents and warrants to the Bank that:



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11.2 Representations and Warranties of the Obligor

The Obligor represents and warrants to the Bank that:



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11.3 Liability of Seller under the Purchase Documents

If:



12.   UNDERTAKINGS



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13.   ASSIGNMENT

13.1 Successors



13.2 No Assignment by Seller or Obligor



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13.3 Assignment by Bank



14.   PARTIAL INVALIDITY



15.   DISCLOSURE



16.   LAW AND JURISDICTION

16.1 Applicable Law



16.2 General Business Conditions



16.3 Jurisdiction



THE SELLER, THE OBLIGOR AND THE BANK HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS OFFER OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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