MICROTEL INTERNATIONAL INC
<DOCUMENT>
<TYPE>EX-10.33
<SEQUENCE>5
<FILENAME>microtel_10kex10-33.txt
<TEXT>
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                                                                   EXHIBIT 10.33

                               ADVANTAGE FACILITY

DATED:                          12 November 2002
-----

BETWEEN:-              (I)      Venture Finance PLC (a company registered in
-------                         England and Wales with the
                                number 2281768) ("Venture") and

                       (II)     Xcel Power Systems Limited (a company registered
                                in England and Wales with the number) 00575679
                                ("the Client").

WHEREAS:-              (A)      Venture and the Client are parties to an
-------                         agreement for the Purchase of Debts  which on
                                the ("the Agreement"), and

                       (B)      The Client has requested and Venture has agreed
                                to provide additional financing facilities to
                                the Client subject and supplemental to the
                                Agreement and upon the terms hereof.

NOW IT IS HEREBY AGREED AS FOLLOWS:-
------------------------------------

(1)      Venture may upon request from the Client make an Additional Payment to
         the Client subject to the terms hereof.

(2)      The Client shall, in consideration of Venture's agreement to the terms
         hereof, and/or the making of any Additional Payment to the Client,
         grant in favour of Venture a Debenture in respect of and over all the
         assets property and undertaking of the Client now or hereafter ("the
         Debenture") the Debenture to have priority over all other debentures
         charges or other security granted in favour of any person by the Client
         in existence now or hereafter or subject to such priority over such of
         the assets property and undertaking of the Client as Venture may in its
         absolute discretion agree.

(3)      In addition to and notwithstanding the other terms hereof Venture shall
         not be obliged to make any payment, Prepayment or Additional Payment to
         the Client (other than in its absolute discretion) if following
         Venture's own assessment of the Client's Eligible Collateral in
         accordance with the Eligible Collateral Formula, and after a notional
         or actual combination of all accounts of the Client with Venture ("the
         Account Balance") the making of such a payment, prepayment or
         Additional Payment to the Client would cause the Account Balance to
         exceed the Facility Limit.

                                      -1-




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(4)      Venture shall (in its absolute discretion and without affecting the
         intent effect or extent of this Deed) maintain such accounts or such
         additional accounts as it deems necessary to record the transactions
         between Venture and the Client pursuant to or under the terms of this
         Deed and Venture shall be entitled from time to time and at any time to
         combine all and any such accounts maintained in the name of the Client
         in the books of Venture such combination being deemed to have taken
         place on the happening of any event giving rise to the right of Venture
         to terminate this Deed and/or the Agreement.

(5)      All the terms of the Agreement which relate to payments to the Client
         (including Prepayments) shall apply to any Additional Payment.

(6)      The amount of any Additional Payment shall be such as may be agreed by
         Venture with the Client.

(7)      The Client shall throughout the duration of this Deed comply at all
         times with all provisions contained within the Agreement and the
         Debenture, and shall provide to Venture all such information and
         physical access to premises owned or under the control of the Client as
         Venture may reasonably require and the Client hereby grants an
         irrevocable licence to Venture for Venture (and any of its employees
         servants or agents) to enter upon any premises owned or under the
         control or authority of the Client at any time during normal business
         hours for the purposes of this Deed, for confirming and ensuring the
         compliance by the Client with the terms hereof, and for the purposes of
         Venture's assessment and monitoring from time to time as it may require
         of the location state nature and value of any Eligible Collateral at
         that time.

(8)      Notwithstanding and in addition to the terms of this Deed the Client
         shall remain bound by all the warranties undertakings covenants and
         obligations contained within the Agreement and the Debenture. In
         addition the Client shall comply with all the Collateral Reporting and
         Monitoring Requirements of Venture as detailed in paragraph 5 of the
         Schedule or as Venture may require and may notify to the Client from
         time to time.

(9)      Subject to the terms of this Deed Venture shall not make payment of
         Additional Payments aggregating from time to time to more than the sum
         stated in paragraph 1 of the Schedule hereto although this amount may
         be increased or reduced from time to time by Venture in its absolute
         discretion.

(10)     It is agreed that the contents of any report (whether written or oral)
         prepared by Venture for the purposes of Venture considering whether or
         not to make payment of any Additional Payment to the Client shall
         remain confidential and shall not be available to the Client for any
         reason (save for any requirement of law) in whole or in part and
         whether in original or copy form.

(11)     In addition to all fees charges costs and expenses payable by the
         Client to Venture pursuant to the Agreement the Client shall pay to
         Venture on the date of this Deed and on each anniversary thereof the
         Annual Fee referred to in the Schedule. All and any amounts payable by
         the Client to Venture herein may be debited by Venture to the Current
         Account of the Client in the books of Venture from time to time.

                                      -2-




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(12)     Further the Client shall pay to Venture an Administration Charge in the
         amount specified in paragraph 3 of the Schedule during the currency of
         this Deed.

(13)     Any Additional Payment made pursuant to the terms of this Deed shall be
         subject to a Discount Charge at the rate specified in paragraph 4 of
         the Schedule which Discount Charge shall accrue daily on the balance of
         all Additional Payments then having been made to the Client and which
         shall be debited to the Current Account of the Client with Venture
         monthly.

(14)     The agreement recorded in this Deed may be terminated by Venture upon
         or following any breach hereof by the Client and/or upon or following
         Venture having the right to terminate the Agreement, and shall in any
         event terminate without further formality upon the termination of the
         Agreement for whatsoever reason.

(15)     As a consequence of the entering into of this Deed and to give effect
         to the intent hereof Venture shall be entitled from time to time to
         increase or reduce the Prepayment Percentage to such percentage (not
         exceeding 100%) and for such time as Venture may in its absolute
         discretion determine. For the avoidance of doubt no payment or
         Prepayment or Additional Payment shall be made to the Client at any
         time (other than in Venture's absolute discretion) if the making of any
         such payment or Prepayment or Additional Payment would cause the
         Account Balance to exceed the Facility Limit.

(16)     In this Deed where the context so permits, the singular shall include
         the plural and vice versa and reference to any one gender shall be
         deemed to include reference to the other two, and where any expression
         used herein is defined in the Agreement such expression shall have the
         same meaning herein as therein where the context so permits.

(17)     This Deed shall be read and construed and shall be subject to English
         Law.

(18)     In this Deed:-

         "Additional Payment" shall mean a payment by Venture to the Client on
         account of the Purchase Price of Debts the subject of the Agreement in
         excess of any payment or Prepayment which would normally be made by
         Venture to the Client but for the entering into of this Deed, the
         making of such payment being in the absolute discretion of Venture at
         all times, and

         "Base Rate" shall mean the Base Rate set by Venture's Bankers subject
         to a minimum rate of 4%, and

         "Collateral Reporting and Monitoring Requirements" shall mean the
         reporting and monitoring requirements of Venture in relation to the
         Eligible Collateral from time to time including monitoring by way of
         physical access to premises and such Eligible Collateral by Venture or
         any of its employees servants or agents and shall for the time being be
         those detailed in the Schedule, and

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         "Eligible Collateral" shall mean such of the Client's undertaking
         property and assets as Venture may from time to time notify to the
         Client as forming part of the Client's Eligible Collateral and shall
         until further notice be assessed in accordance with the Eligible
         Collateral Formula appears in the Schedule, and

         "Eligible Collateral Formula" shall mean the formula referred to in
         paragraph 6 of the Schedule until such shall be varied (in Venture's
         absolute discretion) by notice in writing to the Client.

         "Facility Limit" shall mean a sum equivalent to the credit balance from
         time to time on the Debts Purchased Account of the Client in the books
         of Venture, or such sum as Venture may notify to the Client from time
         to time in Venture's absolute discretion, and

         "the Schedule" shall mean the schedule hereto, and

         "Venture's Bankers" HSBC Bank Plc or such other bank as Venture may
         from time to time, at its sole discretion, appoint as its bankers.

                                      -4-




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                                    SCHEDULE

1.       Additional Payment Limit:- (pound)225,000 (Pounds Sterling Two Hundred
         and Twenty Five Thousand) (clause 9)

2.       Annual Fee: N/A (clause 11)

3.       Administration Charge: (pound)1,000 (Pounds Sterling One Thousand)
         jointly with the Term Loan facility (per month or part thereof) (clause
         12)

4.       Discount Charge: 2.0% above the Base Rate of Venture's Bankers for the
         time being in force (clause 13)

5.       Collateral Reporting and Monitoring Requirements:- (clause 8)

         (i)      Inventory and Preferential Creditors (as defined in Schedule 6
                  to the Insolvency Act 1986) - Monthly within 5 working days of
                  each month end.
         (ii)     Fixed Assets - Annual valuation (on date of anniversary of
                  this Deed) by valuer to be agreed by Venture.
         (iii)    Eligible Collateral Audits - per quarter annum following
                  commencement of this Deed.

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6.       Eligible Collateral Formula:- (clause 3)

         The Eligible Collateral Formula for the AdVantage Facility in respect
         of stock will be Raw Materials x 25% plus Work in Progress x 25% less
         preferential creditors subject to an AdVantage Limit of (pound)225,000
         (Pounds Sterling Two Hundred and Twenty Five Thousand).

         Venture will require a detailed stock listing on a monthly basis. This
         report will be required within five working days of each period end and
         is to include details of all categories of stock and preferential
         creditor balances.

                                      -6-




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IN WITNESS WHEREOF the parties hereto have executed this deed in the manner
hereafter appearing and have delivered it on the date first above written.

EXECUTED AND DELIVERED AS A DEED by

PAUL BEVERIDGE                                       /S/ PAUL BEVERIDGE
--------------                                       ------------------

as Attorney for VENTURE FINANCE PLC

in the presence of:-

PAUL ARPS                                            /S/ PAUL ARPS
---------                                            -------------

Address of Witness         SUSSEX HOUSE, PERRYMOUNT ROAD, HAYWARDS HEATH
                           -----------------------------------------------------

         Executed and delivered as a deed
         by

         Acting by:

         C.T. OLIVA              Director                   /S/ CARMINE T. OLIVA
         ------------------------                           --------------------

         GRAHAM JEFFERIES        Director/Secretary         /S/ GRAHAM JEFFERIES
         ------------------------                           --------------------

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