aggregate of $1,000,000 to Xplore, and Xplore, among other things, issued debentures in the aggregate principal amount of $1,000,000 to the Second April 2003 Lenders;

WHEREAS , pursuant to terms of the September 2004 Debenture Purchase Agreement dated as of September 15, 2004 (the “ September 2004 Agreement ”), by and among Xplore and the Trust, the Trust loaned an aggregate of $1,050,000 to Xplore, and Xplore, among other things, issued a debenture in the aggregate principal amount of $1,050,000 to the Trust;

WHEREAS , pursuant to terms of that November 2004 Debenture Purchase Agreement dated as of the date hereof (the “ November 2004 Agreement ”), by and among Xplore, Phoenix Fund and each of the other lenders listed on Schedule 1 thereto (Phoenix Fund and each such lender, collectively, the “ November 2004 Lenders ”), the November 2004 Lenders have agreed to loan an aggregate of $5,000,000 to Xplore, and Xplore, among other things, has agreed to issue convertible debentures in the aggregate principal amount of $5,000,000 to the November 2004 Lenders

WHEREAS , it is in the best interests of the November 2002 Lenders, the December 2002 Lenders, the April 2003 Lenders, the Second April 2003 Lenders and the Trust, as investors in Xplore, for Xplore to receive the proceeds from the November 2004 Loan;

WHEREAS , it is in the best interests of Wistron, as a supplier to and creditor of Xplore, for Xplore to receive the proceeds from the November 2004 Loan; and

WHEREAS , as a condition precedent to the November 2004 Lenders entering into the November 2004 Agreement and making the November 2004 Loan, Xplore and Wistron must execute and deliver this Agreement, which, among other things, provides for (i) the restructuring of Xplore’s trade credit debt with Wistron, (ii) an increase in Xplore’s trade credit line with Wistron, and (iii) the restructuring of Xplore NRE debt with Wistron, including the issuance of common shares of Xplore in partial conversion thereof.

NOW , THEREFORE , in consideration of the premises herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

ARTICLE I

DEFINED TERMS

SECTION 1.1.                   Definitions

Terms used herein that are defined in the UCC have the meanings defined for those terms in the UCC unless otherwise expressly defined herein. References to sums of money herein are to U.S. dollars, unless otherwise specified. The following additional terms, as used herein, shall have the following respective meanings:

“ April 2003 Collateral ” means collectively, the Collateral, as that term is defined in Section 3(a) of the April 2003 Security Agreement and (ii) the Secured Property, as that term is defined in Section 3.1 of the April 2003 Agreement.

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“ April 2003 Security Agreement ” means that certain Security Agreement, dated as of April 9, 2003, between Xplore America and Phoenix, for the benefit of the lenders listed on Schedule 1 attached thereto.

“ Business Day ” means any day other than Saturday, Sunday or a day on which chartered banks are closed for business in New York, New York.

“ Claims ” means all present and future claims of the Creditors against Xplore (including the Obligations) for the payment of money, including all claims for principal and interest (including interest accruing after the commencement of a bankruptcy proceeding by or against Xplore) or for reimbursement of fees, costs or expenses, or otherwise, whether fixed or contingent, matured or unmatured, liquidated or unliquidated, and whether arising under contract, in tort or otherwise.

“ Common Shares ” means common shares, no par value, of Xplore.

“ Collateral ” means collectively, the Wistron Collateral and the Phoenix Collateral.

“ Creditors ” means Wistron and the Phoenix Creditors and “ Creditor ” means each of them.

“ Debto r” means Xplore and Xplore America.

“ December 2002 Collateral ” means collectively, the Collateral, as that term is defined in Section 3(a) of the December 2002 Security Agreement and (ii) the Secured Property, as that term is defined in Section 3.1 of the December 2002 Agreement.

“ December 2002 Security Agreement ” means that certain Security Agreement, dated as of December 6, 2002, between Xplore America and Phoenix, for the benefit of the lenders listed on Schedule 1 attached thereto.

“ Existing Debenture Agreements ” means collectively, the November 2002 Agreement, the December 2002 Agreement, the April 2003 Agreement, the Second April 2003 Agreement, the September 2004 Agreement and the November 2004 Agreement.

“ Financing Documents ” means (i) the November 2002 Agreement and any other Transaction Documents (as that term is defined in the November 2002 Agreement), (ii) the December 2002 Agreement and any other Transaction Documents (as that term is defined in the December 2002 Agreement), (iii) the April 2003 Agreement and any other Transaction Documents (as that term is defined in the April 2003 Agreement), (iv) the Second April 2003 Agreement and any other Transaction Documents (as that term is defined in the Second April 2003 Agreement), (v) the September 2004 Agreement and any other Transaction Documents (as that term is defined in the September 2004 Agreement), (vi) the November 2004 Agreement and any other Transaction Documents (as that term is defined in the September 2004 Agreement), and (vii) this Agreement.

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“ November 2002 Collateral ” means collectively, the Collateral, as that term is defined in Section 3(a) of the November 2002 Security Agreement and (ii) the Secured Property, as that term is defined in Section 3.1 of the November 2002 Agreement.

“ November 2002 Security Agreement ” means that certain Security Agreement, dated as of November 5, 2002, between Xplore America and Phoenix, for the benefit of the lenders listed on Schedule 1 attached thereto.

“ November 2004 Collateral ” means collectively, the Collateral, as that term is defined in Section 3(a) of the November 2004 Security Agreement and (ii) the Secured Property, as that term is defined in Section 3.1 of the November 2004 Agreement.

“ November 2004 Security Agreement ” means that certain Security Agreement, dated as of November 23, 2004, between Xplore America and Phoenix Fund, for the benefit of the lenders listed on Schedule 1 attached thereto.

“ Parties ” means Xplore, Phoenix, Phoenix Fund, the Trust and Wistron and “ Party ” means each of them.

“ Phoenix Collateral ” means collectively, the November 2002 Collateral, the December 2002 Collateral, the April 2003 Collateral, the Second April 2003 Collateral, the September 2004 Collateral and the November 2004 Collateral.

“ Phoenix Creditors ” means collectively, the November 2002 Lenders, the December 2002 Lenders, the April 2003 Lenders, the Second April 2003 Lenders, the Trust and the November 2004 Lenders.

“ Securities Act ” means the Securities Act (Ontario).

“ September 2004 Collateral ” means collectively, (i) the Collateral, as that term is defined in Section 3(a) of the September 2004 Security Agreement and (ii) the Secured Property, as that term is defined in Section 3.1 of the September 2004 Agreement.

“ September 2004 Security Agreement ” means that certain Security Agreement, dated as of September 15, 2004, between Xplore America and the Trust.

“ Second April 2003 Collateral ” means collectively, (i) the Collateral, as that term is defined in Section 3(a) of the Second April 2003 Security Agreement and (ii) the Secured Property, as that term is defined in Section 3.1 of the Second April 2003 Agreement.

“ Second April 2003 Security Agreement ” means that certain Security Agreement, dated as of April 28, 2003, between Xplore America and Phoenix, for the benefit of the lenders listed on Schedule 1 attached thereto.

“ UCC ” means the Uniform Commercial Code as in effect on the date hereof in the State of New York, and as the same may be amended or revised from time to time; provided that if by reason of mandatory provisions of law, the perfection or the effect of perfection or non-perfection of a security interest in any Collateral is governed by the Uniform Commercial Code

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as in effect in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or effect of perfection or non-perfection.

ARTICLE II

TRADE CREDIT LINE

SECTION 2.1.                   Increase in Xplore Trade Credit Line

(a)                                   Wistron hereby increases Xplore’s trade credit line with Wistron (the “ Credit Line ”) from $2.0 million to $4.0 million, an aggregate increase of $2.0 million; provided , that , Xplore shall, as soon as available and in any event within forty-five (45) days after the end of each calendar month, deliver to Wistron (i) unaudited summary financial statements with respect to such month, and (ii) a report providing detailed accounts receivable aging information for such month.

(b)                                  Wistron hereby extends the payment terms under the Credit Line for any and all product purchases made by Xplore from Wistron from net 45 days to net 60 days (as calculated from the date of shipment from Wistron’s manufacturing facility).

(c)                                   Wistron and Xplore agree that, prior to April 30, 2005, they shall in good faith review the Credit Line to determine, based on Xplore’s then current financial status and sales prospects, whether the Credit Line should be further increased, decreased or remain the same.

(d)                                  Notwithstanding Section 2.1(c), after the aggregate proceeds received by Xplore in connection with any future equity and/or debt financing (excluding the proceeds from the November 2004 Loan and the increase of the Credit Line) exceed $15.0 million, the Parties shall in good faith re-review the Credit Line to determine, based on Xplore’s then current financial status and sales prospects, the appropriate level of the Credit Line.

SECTION 2.2.                   Granting of Security Interest

(a)                                   As security for the prompt payment and performance of all debts, liabilities and obligations of Debtor to Wistron which arise from the purchase by Debtor from Wistron of any item described in clause (i) below, whether direct or indirect, absolute or contingent, matured or unmatured, present or future (collectively, the “ Obligations ”), Debtor hereby grants to Wistron a continuing purchase money security interest in all of the following personal property, whether now owned or hereafter acquired and wherever located (the “ Wistron Collateral ”):  (i) all of Debtor’s inventory and other goods, manufactured, distributed, consigned, or sold by Wistron to or for Debtor (A) from and after November 24, 2004, and (B) in excess of $2 million ( i.e. financed under the increased Credit Line); and (ii) all proceeds thereof, including without limitation, all accounts receivable, contract rights, general intangibles, instruments, chattel paper, documents, deposit accounts, investment property, letter of credit rights, supporting obligations, and insurance refund claims and other insurance claims and proc