Exhibit
10.1




SALES
AND PURCHASE AGREEMENT ON OFFICE UNITS AT 17 JINYUN ROAD, BEIBEI,
CHONGQING





Party A
refers to Jia Sheng Hechuan Development Co., Ltd. of Chongqing Hechuan No 2.
Ruishan Silu, Chongqing and Party B refers to Trio-Tech Chongqing Co., Ltd.,
“Buyer.”





Whereas





Party A
and Party B entered into a series of 6 Sale and Purchase Agreements concerning 3
units of non-residential property units and 3 units of residential property of
the project Jiashengjingyunhuafu. Clause 1 to 4 of the Chinese agreement is
summarized in the following table.





Units
              Agreement
      No.
              Type
              Block
      Unit No.
              Area
      (Sqm)
              Px/Sqm
              Total
      Px (RMB)1
              CQ-367385
              Commercial
              301-01
              320.29
              4134
              1,324,078.862
              CQ-367213
              Commercial
              302-01
              257.04
              7254
              1,864,568.163
              CQ-367491
              Commercial
              401-01
              312.65
              4134
              1,292,495.104
              CQ-367450
              Commercial
              402-01
              270.08
              7254
              1,959,160.325
              CQ-367699
              Residential
              403-02
              115.82
              2600
              301,132.006
              CQ-367715
              Residential
              1403-03
              115.82
              2600
              301,132.00




Clause
1.





Name of
Property: JiashengJingyunhuafu


Usage:
For Rental





Clause
2.





The
units’ ownership certificate number is: 422





Clause 3.





The
building has in total 13 stories of commercial and residential
space.





Clause 4.





The total
purchase price for the 6 units purchased is RMB 7,042,566.44.





Clause 5.





The
investment will be paid via HuaXia Bank Shares Co., Ltd. Payment
Mode:





i) 10%
upon signing of Agreement


ii) 50%
upon registration of Agreement


iii) 40%
upon handing over the property







Clause
6.





In the
event that the property size or structure differs from the agreement, the
agreement will follow the contract; in the event that the difference is less
than 3%, Party A will be able to compensate the difference. If the difference is
more than 3%, Party B reserves the right to terminate the
agreement.





In the
event that Party B returns the units, Party A shall within 30 days of the notice
of termination compensate Party B the unit price paid and the interest according
to the bank rate.





In the
event that Party B does not wish to return the units, Party A will compensate
the difference of up to 3% to Party A.





Clause
7.





Party A
shall handover the premises to Party B before December 31, 2008.  In
the event that Party A is unable to handover before the deadline, Party A should
notify Party B.





Clause 8.





Party A
shall inform Party B to prepare to takeover the premises seven days before the
actual handover. Both parties shall go through a check first and both parties
shall sign the handover documents. Party A will provide Party B documents
regarding the property guarantee and the use of the property.





Clause 9.





N/A





Clause 10.





N/A





Clause 11.





Party A
guarantees that the property sold is free from any encumbrances and
disputes.





Clause 12.





Party A
will inform Party B should there be any changes in the design and layout within
10 days after getting the approval from the approving government bodies, failing
which Party B will have the right to return the property to Party A. Party B
should respond within 15 days whether they still wish to keep the property or
return the property to Party A. If Party B wants to return the property, Party A
requires Party B to send in a request within 30 days to refund the money to
Party A together with the interest at the prevailing bank rate.





Should
Party B decide to keep the property, Party B should sign another agreement with
Party A in acceptance of the property.








Clause
13.





Within 30
days of signing the agreement, both parties will apply to the relevant
registration authorities for the transfer of the property rights.





Clause 14.





N/A





Clause 15.





Party A
is to adhere to the regulations to build the property and is not to change
anything of its own accord.





Clause 16.





N/A





Clause 17.





Party A
shall ensure that the supply of electricity, water and gas is activated before
December 31, 2008.





Clause
18.





Party B
should abide by the rules of the agreement (property maintenance). In the event
of damages under unforeseen circumstances, Party A will not be responsible for
the damages, but will assist to reinstate or repair, and all such costs will be
borne by Party B.





Clause
19.





Usage of
the building and the units are subjected to the regulations of the country and
the city.





Clause
20.





With
regards to the outside walls and signboards, Party B is not allowed to alter the
units’ main structure and authorized usage for the units. Party B is authorized
to use the common shared areas and facilities around the units but has no rights
to make any changes to the common shared areas. As currently there is no
management committee, Party B is to entrust the management of the units to
existing property management services offered by the present
management.





Clause
21.





Party B
should have read the maintenance agreement and the regulations governing this
property before signing the agreement.





Clause
22.





Fees and
expenses, including taxes, related to this Sales & Purchase Agreement shall
be borne by both Party A and Party B.








Clause 23.





N/A





Clause
24.





In the
case of disputes, both parties will first go into mutual discussion, and in the
event of disagreement, the disputes will be settled in the Chinese court of
law.





Clause
25.





Whatever
matters arising from the contract after the agreement has been signed can be
resolved via ordinary resolutions.





Clause
26.





The
supplementary agreements shall have the same effect as this main
agreement.





Clause 27.





N/A





Clause
28.





This
agreement is effective within the date herein and both parties are to sign the
agreement.





Party
A                                                                                                Party
B





Zhang
Xiao
Dong                                                                                 Victor
Ting


Legal
Representative                                                                           Legal
Representative


Date:
October 23,
2008                                                                      Date:
October 23, 2008