EXHIBIT 10.35

            DESCRIPTION OF RETIREMENT ACCOUNT MATCHING CONTRIBUTIONS

         MicroTel International Inc. matches up to the lesser of $2,000 and 20%
of Randolph Foote's contributions to his 401(k) account. During 2003, those
matching contribution amounted to $1,864. This matching arrangement was
generally made available to all employees of MicroTel International Inc. and
provides for the same method of allocation of benefits between management and
non-management participants.

         Also, XCEL Power Systems, Ltd. makes matching contributions of up to 6%
of Graham Jefferies' salary to an executives' defined contribution plan. Other
employees of XCEL Power Systems, Ltd. may receive matching contributions to a
defined contribution plan of up to 4% of their salary. Amounts contributed to
the defined contribution plans are intended to used to purchase annuities upon
retirement. During 2003, Mr. Jefferies received a matching contribution of
$10,320.