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EXHIBIT 4.1 (HSBC LOGO) CONFIDENTIAL Jetcrown Industrial (Macao Commercial Offshore) Limited
17B, Edf Comercial Rodrigues
 599 Avenida da Praia Grande
Macau 13 April 2005 Attention: Mr Lau Pui Hon Our Ref: MMO CBA 050207 Dear Sirs BANKING FACILITIES
CUSTOMER NO. 001-198340 With reference to our letters dated 8 April 2004 and 21 April 2004, we are pleased to advise
that we have reviewed your banking facilities and offer a renewal within the following limits
which are made available on the specific terms and conditions outlined below. These facilities are
subject to review at any time and, in any event by 1
April 2006, and also subject to our
overriding right of withdrawal and repayment on demand, including the right to call for cash
over on demand for prospective and contingent liabilities. Combined Facilities
    
    HKD10,000,000
 The combined facilities may be utilized as overdraft facility, import facility up to their
respective facility sub-limits as set out below provided that the aggregate of their outstandings at any
time does not exceed the overall Combined Facilities limit of HKD10,000,000. Within which Sub-limit for overdraft (OD)
    
    (HKD5,000,000)
 Interest on the overdraft facility will continue to be charged on daily balances at 1%
per annum below our Retail Best Lending Rate, (RBR is currently 5.25% per annum, but subject to
fluctuation at our discretion) and payable monthly in arrears to the debit of your current
account. Sub-limit for import
facilities (IMP/IMC)
    
    (HKD10,000,000)
 Documentary Credits to your suppliers and Import Loan Facilities in either HK Dollars
or Foreign Currency (from time to time published by the Bank on the Board Rates) for up to 60 days less
any usance/credit periods granted by your suppliers, within which goods under your control and/or
Trust



 Receipts (HSBC ADDRESS)




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-2- (HSBC LOGO) We may, at our sole and absolute discretion, refuse to allow drawings under the facilities if
the transaction in question does not meet our operational requirements in respect of these
facilities. Interest on your HKD import loans will continue to be charged on a daily basis at 1% per
annum below our RBR and payable monthly in arrears to the debit of your current account. Interest on your foreign currency import loans will continue to be charged on a daily basis
at the prevailing interest rates, published by us as Trade Finance Rates, subject to fluctuation at our
discretion and payable monthly in arrears to the debit of your current account. Opening Commission on Documentary Credits and Commission in lieu of exchange will
continue to be charged as follows:  - For the first USD50,000 or its equivalent
    
    : 1/16 %- Balance in excess of USD50,000 or its equivalent
    
    : 1/32 %
 Please note that the interest will be payable on sums which are overdue, drawings which are in
excess of agreed limits and amounts demanded and not paid, at 5% per annum over our Best
Lending Rate (our BLR is currently 5.25% per annum, but subject to fluctuation at our
discretion). Interest will be payable monthly in arrears to the debit of your current account.
Pastdue interest on loans will on the other hand be charged at 3% over the agreed interest
rate. Accrual of Interest and Other Sums Please note that interest and other sums expressed to be chargeable or payable on a periodic
basis will nonetheless accrue from day to day and amounts so accrued may be demanded at any time. Security As security for the existing
facilities, we continue to hold the following: -  1)
    
    HSBC time deposit for USD649,000 (or other currency equivalent HKD5,000,000 with
interest accrual) held under lien to us together with security over deposit & letter of
set-off.  2)
    
    Letter of awareness from Deswell Industries Inc. together with a certified copy of
board resolution. Please note that all costs and expenses (including legal fees) incurred by us in connection with
the extension of these facilities and any matters arising are to be reimbursed by you on demand. (HSBC ADDRESS)




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-3- (HSBC LOGO) Payments by the borrower/guarantor shall be made to the Bank without
any set-off, counter-claim, withholding or condition of any kind except that if the
borrower/guarantor is compelled by law to make such withholding, the sum payable by the borrower/guarantor
shall be increased so that the amount actually received by the Bank is the amount it would
have received if there had been no withholding. We confirm having debited your current account with HKD 1,000 being our review fee
for the facilities. Article 66 of the Financial System Act of MacauSection 83 of the Hong Kong Banking Ordinance Please note that Article 66 of the Financial, System Act of Macau and Section 83 of
the Hong Kong Banking Ordinance have imposed on us as a bank certain limitations on advances
to persons related to our directors or employees. In acknowledging this Facility Letter
you should advise us whether you are in any way related to any of our directors or employees
within the meaning of Article 66 and Section 83 and in the absence of such advice we will assume
that you are not so related. We would also ask, should you become so related subsequent to
acknowledging this Facility Letter, that you immediately advise us in writing. Please arrange for the authorised signatories of your company to initial the
foot of all pages and sign at the foot of the last page of the duplicate of this letter.Please also
return to us the duplicate of this letter to signify your confirmation as to the correctness of the
security held, and your understanding and acceptance of the terms and conditions under which these
facilities are granted. These facilities will remain open for acceptance until the close of business
on 4 May 2005 and if not accepted by that date will be deemed to have lapsed. We are pleased to be of continued assistance.

Yours faithfully
    
    We hereby declare that we acknowledge all terms
and conditions of the present facility letter, with all
its pages initialled by us, and we hereby declare
that the same are expressly accepted and this
constitutes our formal agreement for the banking
facilities to be granted by The Hongkong and
Shanghai Banking Corporation Limited, in
accordance with the abovesaid terms and conditions.Macau, on
 For and on behalf of-s- Synster H T Lee
    
    JETCROWN INDUSTRIAL (MACAO COMMERCIAL OFFSHORE) LIMITEDSynster H T Lee
    
    /s/ Richard LauRelationship ManagerCorporate/Commercial Banking
    
    Authorized Signature(s)RC/cwEncl
    
    Jetcrown Industrial (MCO) Ltd
 (HSBC ADDRESS)