OFFER FOR PURCHASE OF RECEIVABLES

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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:

1.

MEC Holdings (Canada) Inc. , a stock corporation organised and existing under the laws of Ontario, with its registered head office at 337 Magna Drive, Aurora, Ontario, Canada, (the " Seller ")

and

2.

MAGNA INTERNATIONAL Inc. , a stock corporation organised and existing under the laws of Ontario, with its registered head office at 337 Magna Drive, Aurora, Ontario, Canada, (the " Obligor ")

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

A.

The Seller and the Obligor have entered into the Preferred Access Agreement dated 1 ^st November 2004 (the " Contract "), by which the Obligor shall pay to the Seller, for the right of access to use the Facilities owned by the Seller, an annual amount of CDN 5,000,000.

B.

The Seller intends to sell to the Bank certain of its receivables under the Contract subject to the terms and conditions of this Offer.

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

1.

The Seller offers herewith to the Bank to purchase from the Seller the Receivables together with all ancillary rights and securities, if any, in accordance with the terms and conditions as set out in Annex 1 to this Offer (the " Terms and Conditions "); provided, however, that no term or condition of this Offer (including the Terms and Conditions) shall be deemed to amend, supplement, modify or otherwise affect the rights of first refusal of Obligor contained in article 8 of the Contract.

2.

The Terms and Conditions shall be deemed to be incorporated into this Offer and form a part thereof. Capitalized terms defined in the Terms and Conditions shall, subject to any contrary indication, have the same meanings herein.

3.

This Offer is irrevocable and valid until February      , 2005.

4.

Acceptance of this Offer may be made by the Bank in its sole discretion only by crediting the account of the Seller at The Bank of Nova Scotia, Account no 77842-00857-15 (bankcode 77842) with the Purchase Price minus the management fee set out in Clause 9 of the Terms and Conditions provided that all conditions precedent in Clause 5 of the Terms and Conditions have been satisfied or waived.

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ANNEX 1

TERMS AND CONDITIONS

1.     SCOPE OF THE TERMS AND CONDITIONS

These terms and conditions (the " Terms and Conditions ") shall apply to the Offer for Purchase of the Receivables (the " Offer ") made the      day of February, 2005 by the Seller and the Obligor to the Bank for the purchase of the Receivables.

2.     DEFINITIONS AND INTERPRETATIONS

2.1   Definitions

Capitalized terms defined in the Offer shall, subject to any contrary indication, have the same meanings herein. In addition, in these Terms and Conditions and in the Offer, unless the context otherwise requires, the following expressions shall have the meanings given to them in this Clause 2:

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2.2   Interpretations

In these Terms and Conditions, unless the context otherwise requires:

(a)

words importing the singular shall be construed so as to include the plural and vice versa;

(b)

a reference to a specified Clause shall be construed as a reference to that specified Clause of these Terms and Conditions;

(c)

the clause headings are for ease of reference only and shall not affect the interpretation of these Terms and Conditions;

(d)

a term used in any other document or in any notice given under or in connection with these Terms and Conditions has the same meaning in that document or notice as in these Terms and Conditions; and

(e)

words denoting persons include corporations, partnerships and other legal persons and references to a person includes its successors and permitted assigns.

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3.     OBJECT OF THE PURCHASE

3.1   Receivables

The object of the purchase shall be the following Seller's receivables under the Contract (hereinafter " Receivables "):

Payment claims of the Seller against the Obligor for the 2006, 2007 and 2008 calendar years (the "Relevant Years") arising under the Contract as compensation for the Rights of Access as specified in article 4 (a) of the Contract. The Receivables consists of three equal payments of CDN 5,000,000 (each an "Annual Fee") and each Annual Fee is payable in advance on or before the third Business day in each of the Relevant Years and in accordance with Clause 7 herein. The aggregate nominal amount of the purchased Receivables is CDN 15,000,000.

3.2   Exclusion

For the avoidance of doubt, the following payment obligations of the Obligor shall not form part of the Receivables and therefore such payment obligations do not constitute the object of the purchase under the Offer and these Terms and Conditions:

(a)

any applicable taxes on the Annual Fees, as provided in article 4 (a) of the Contract;

(b)

any expenses as provided in article 4 (b) of the Contract;

(c)

any taxes, licence, fees, rates, duties, assessments and other fees as provided in article 4 (c) of the Contract;

and nothing in these Terms and Conditions is intended to limit the Obligor's obligations to pay such taxes on the Annual Fees, expenses, other taxes, licence, fees, rates, duties, assessments and other fees to the Seller and/or to the respective tax authorities, as applicable.

4.     PURCHASE PROCEDURE

4.1   Legal Form of the Purchase

The purchase of the Receivables shall be:

(a)

effected on the Effective Date;

(b)

notwithstanding any other provision contained herein or in the Offer, made without any right of recourse against the Seller in case of the insolvency of the Obligor or non-payment of the obligations of the Obligor pursuant to the Contract (subject to any amendment made thereof which is done in accordance with these Terms and Conditions), this Offer or the Terms and Conditions;

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(c)

made together with the assignment of all securities and ancillary rights (if any), which shall be automatically transferred to Bank; and

(d)

made in the legal form of an assignment in accordance with Austrian law.

4.2   Acknowledgement of the Obligor

(a)

The Obligor confirms that:

(i)

it knows and accepts the purchase of the Receivables under the Offer; and

(ii)

it has not been notified of any other assignment of the Contract or sale of the Receivables with respect to the Receivables.

(b)

The Obligor undertakes that commencing on the Effective Date and until the Annual Fee for 2008 has been paid, the Obligor will pay each Annual Fee to the Payment Account in accordance with Clause 7.1 ( Payments by the Obligor ) of the Terms and Conditions of this Offer and the Seller hereby irrevocably directs Obligor to make such payments in accordance therewith.

4.3   Recording of Assignment

On and after the Effective Date the Seller shall ensure that its financial statements and shall procure that its parent company's financial statements indicate that the Seller has transferred the Receivables to the Bank. The Seller shall register its financing statement in the Personal Property Security Registration System of the Province of Ontario for a period of 12 years and provide the Bank with copy of the verification statement evidencing such registration.

5.     CONDITIONS PRECEDENT

5.1   Documentary Conditions Precedent

In order for the Offer to be accepted, the following conditions precedent must be either satisfied in a manner satisfactory to the Bank or waived by the Bank:

(a)

delivery by the Seller to the Bank of a copy of the Contract and the security documents (if any); and

(b)

delivery by the Seller to the Bank of a copy, certified as a true copy by or on behalf of the Seller, of each such law, decree, consent, license, approval, registration, permission or other necessary document, as is in the reasonable opinion of the Bank necessary to render the Contract legally valid, binding and enforceable and to enable the Seller to perform its respective obligations thereunder;

(c)

delivery by the Seller to the Bank of any other documents which in the reasonable opinion of the Bank are necessary for the completion of the purchase of the Receivables;

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(d)

the Bank has received a legal opinion from the Seller's Canadian counsel, satisfactory to the Bank in form and substance, issued by Seller's Canadian counsel confirming, inter alia , that:

(i)

the Contract creates legally valid claims of the Seller against the Obligor in the principal amount of CDN 15,000,000 and that such claims exist, are valid, binding, enforceable and payable under Ontario law; and

(ii)

under Ontario law the sale of the Receivables and any securities and ancillary rights, if any, in favour of the Bank is effective; and

(iii)

specifying the reasons under Ontario law under which the Obligor may be entitled to stop or reduce payment of the Receivables or to suspend or terminate the Contract; and

(iv)

the financing statement of the Seller has been registered on behalf of Bank in the Personal Property Security Registration System of the Province of Ontario for a period of 12 years (a copy of the verification statement evidencing such registration shall be attached).

5.2   Further Conditions Precedent

All representations and warranties set out in Clause 11 ( Representations and Warranties ) are true and correct in all material respects.

6.     PURCHASE PRICE AND ITS PAYMENT

6.1   Purchase Price

The purchase price for the Receivables is CDN 13,679,275.00 (the " Purchase Price ").

6.2   Set-off by Bank

The Bank may, after providing written notice to the Seller, (but shall not be obliged to) set-off its obligation to pay the Purchase Price against any obligation of the Seller due and payable at any office of the Bank anywhere and in any currency. The Bank may effect such currency exchanges as are appropriate to implement such set-off.

7.     PAYMENTS AND ACCOUNTS

7.1   Payments by the Obligor

Commencing on the Effective Date and until the Annual Fee for 2008 has been paid, Annual Fees shall be paid in CDN, in full, without any set-off or counterclaim whatsoever and free and clear of any deductions or withholdings by not later than 11 a.m. (local time in the place of payment) on the Third Business Day of the calendar year to the Payment Account or such account as the Bank may have notified to the Obligor in writing; provided however, that Obligor shall be entitled to set-off, counterclaim for, retain, restrict, reserve, withhold and/or deduct any amounts attributable to the non-performance, improper performance or default by Seller under the terms of the Contract.

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7.2   Transfer to the Payment Account

If the Obligor makes any payments with respect to the Receivables under the Contract/this Agreement not to the Payment Account but to any account of the Seller then:

(a)

the Seller hereby irrevocably and unconditionally guarantees to the Bank to transfer promptly (on the first written demand of the Bank) without any compensation and retention to the Payment Account any payments with respect to the Receivables (including without limitation the payments in form of bills of exchange, cheques, rights and claims having the character of payment and claims against banks resulting from crediting any account).

(b)

until a transfer as provided in a) above is effective, the Seller shall hold the purchased Receivables together with all securities and ancillary rights (if any) and any payments in respect to the Receivables as a trustee of the Bank, so that the Bank is the only beneficial owner and person entitled under such Receivables, securities and ancillary rights and payments. The Seller shall administer and collect such assets for the Bank in accordance with Bank's instructions. The Seller shall act as a trustee without any costs for the Bank.

7.3   Funds and Place

Notwithstanding Clause 7.1 ( Payments by the Obligor ) above, amounts payable by the Obligor to the Bank in respect of costs, expenses and taxes shall be made in the currency in which they are incurred.

7.4   No Set-off, Counterclaim or Retention

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