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                                                                     EXHIBIT 4.4
[FORTIS BANK LETTERHEAD]

Kwanasia Electronics Company Limited
Units 605, Hong Leong Industrial Complex,
4 Wang Kwong Road,
Kowloon Bay, Kowloon.

Date     10 February 2003
Ref.     KEM-1/KA/CRA
Subject  General Banking Facilities

Dear Sirs,

We refer to our recent discussion and are pleased to
confirm that subject to execution of satisfactory
documentation we agree to grant you general banking
facilities under the following terms and conditions:-

OVERDRAFT FACILITIES &/OR STANDBY LETTER OF CREDIT
ISSUED ON YOUR BEHALF

OD Limit / L/C Amount: HKD5,000,000.-

Interest on Overdraft Facilities

Payable monthly at our HKD Prime Rate OR our prevailing
funding cost, whichever is higher, plus 0.25%, all rates
subject to fluctuation at our discretion.

The unused portion of the standby letter of credit
facilities can also be available to you for import
facilities without the support of sales contract and
export facilities on the terms and conditions as below
mentioned.

SHORT-TERM LOAN FACILITIES

(Sublimit of the above OD & Standby LC limit of
HKD5,000,000.-)

Amount:     HKD3,000,000.-

            Short-Term loan is to be drawn
            from time to time in minimum of HKD
            1,000,000.- and in multiples of HKD500,000.-
            for the periods of one month up to 3 months
            maximum.

Interest:   For HKD currency loan amount, interest will be
            charged at our Hong Kong Interbank Offered
            Rate OR our prevailing funding cost, whichever
            is higher, plus 2.375%, payable upon maturity
            of the loan.

            For foreign currency loan amount, interest
            will be charged at our London Interbank
            Offered Rate OR our prevailing funding cost,
            whichever is higher, plus 2.375%, payable upon
            maturity of the loan.

            All the above rates subject to fluctuation at our discretion.
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                                                              [FORTIS BANK LOGO]

Date     10 February 2003
Subject  General Banking Facilities
         Kwanasia Electronics Company Limited
Pages    2/6

IMPORT FACILITIES AGAINST 100% SALES CONTRACTS AND/OR INVOICE DISCOUNTING
FACILITIES

Limit:   HKD5,000,000.- for the opening of letters of credit on such terms and
         conditions as we may from time to time stipulate, the delivery of goods
         against signing of trust receipts, invoice trust receipts, negotiation
         of letters of credit under letters of  guarantee, advances against
         export documents and/or discounting of invoices (upto 80%, maximum of
         90 days) from restricted buyers listed below. In-house bills with
         related companies, including but not limited to Jetcrown Industrial
         Ltd, Deswell Industries Inc, and Kwanta Precision Metal Products Co
         Ltd, are not allowed.

         Invoice Trust Receipts facilities can be drawn against invoices from
         approved suppliers with payment made directly to their accounts.

         Invoice Discounting buyers' list

         1) Huacomm Telecommunications Engineering (HK) Ltd.

         2) One Link Information Ltd.

         3) Harbour Networks Ltd.

         4) Beijing Harbour Networks Co. Ltd.

         5) Huawei Technologies Co. Ltd.

         6) Huawei Tech. Investment Co. Ltd.

         Please note that the maximum period for repayment of Drafts, Trust
         Receipts and Invoice Trust Receipts is 90 days. For HKD bills, interest
         will be charged at our Hong Kong Interbank Offered Rate OR our
         prevailing funding cost, whichever is higher, plus 2.25%; for foreign
         currency bills, interest will be charged at our London Interbank
         Offered Rate OR our prevailing funding cost, whichever is higher, plus
         2.25%, all the rates subject to fluctuation at our discretion.

L/C opening commission:
On first USD50,000.-                1/4%
From USD50,001 to USD150,000.-     1/12%
On balance                         1/24%

In lieu of exchange commission:     1/8%

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                                                              [FORTIS BANK LOGO]

Date     10 February 2003
Subject  General Banking Facilities
         Kwanasia Electronics Company Limited
Pages    3/6

Standby L/C commission: (on monthly basis)
On first USD50,000.-                1/8%
On balance                         1/16%

Invoice Discounting Commission: 1/8% flat (minimum HKD300.-)

Invoice T/R Commission :        1/8% flat (minimum HKD300.-)

Handling commission on:-
Outwards Remittance              HKD150.- flat
Inward Remittance via T/T        HKD50.- flat

Unless otherwise specified, interest on the above facilities is calculated on a
daily basis and on the basis of a 365-day year for Hong Kong Dollars and 360-day
year for United States Dollars denominated facilities (same for ordinary and
leap years).

Any amount unpaid on due date will be subject to additional interest at the
Bank's then prevailing overdue interest rate and will be compounded monthly. We
may, without prejudice to our rights, increase the interest rate on the entire
outstanding if any amount becomes overdue.

Whilst the aforesaid facilities are outstanding, all the goods held to our order
in relation to such facilities will be insured in such amount as we may in our
discretion so stipulate.

An annual facilities fee of HKD8,000.- p.a. (subject to revision at our
discretion) will continue to be charged to your current account starting in
November of each year, which is non-refundable.

Securities:-

The charge dated 15 November 2001 which you have duly executed in our favour of
all monies in the deposit accounts with us in your name. Your current deposit of
not less than HKD5,066,079.11 (or its equivalent amount in USD or 110%
equivalent in other currencies acceptable to us) together with interest accrued
thereon with us is, for the avoidance of doubt, subject to this charge.

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                                                              [FORTIS BANK LOGO]

Date     10 February 2003
Subject  General Banking Facilities
         Kwanasia Electronics Company Limited
Pages    4/6

As additional support for the aforesaid facilities, yourgoodselves, Deswell
Industries Inc. and Mr. Lee Shu Kwan & Mr. Tam Man Chi have undertaken that:-

a)       Deswell Industries Inc. will not give corporate guarantee to any
         financial institutions or banks for the account of your Company unless
         with our prior written consent;

b)       Mr. Lee Shu Kwan and Mr. Tam Man Chi will not give personal guarantee
         to any financial institutions or banks for the account of your Company
         unless with our prior written consent;

c)       you will immediately notify us of any change of directorship or
         shareholdership or any amendment of the Memorandum and Articles of
         Association of your Company; and

d)       you will channel through us an annual bills turnover of not less than
         HKD18 Million.

We reserve the overriding right to (a) demand immediate repayment of any or all
of the amount outstanding in respect of the facilities together with all accrued
interest and other moneys payable and (b) revise the terms and conditions
applicable to the facilities or withdraw the facilities, in each case at any
time at our discretion.

Without prejudice to any of the provisions herein, all moneys outstanding
hereunder will automatically become immediately due and payable on our receipt
of any claim or notice of any interest by any third party (including without
limitation notice to recover any amount under any Ordinance, garnishee order
nisi, assignment or any security interest) affecting any of our liabilities to
you or any other party who has provided any guarantee or other security in
respect of your obligations to us.

Please note that by signing and returning to us a copy of this letter, you are
consenting to our providing to any guarantor or provider of security in respect
of any loan or credit facilities extended to you or the professional advisers of
such guarantor or provider of security all information (including financial
information relating to or provided by you) concerning such loan or credit
facilities including without limitation the following:

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                                                              [FORTIS BANK LOGO]

Date     10 February 2003
Subject  General Banking Facilities
         Kwanasia Electronics Company Limited
Pages    5/6

(a)      a copy of the contract evidencing the obligations to be guaranteed or
         secured or a summary thereof:

(b)      a copy of any formal demand for overdue payment which is sent to you
         after you have failed to settle an overdue amount following a customary
         reminder; and

(c)      from time to time on request by the guarantor or provider of security,
         a copy of the latest statement of account provided to you.

We may, without prior notice, at any time (irrespective of whether there is any
default in payment of any sum payable hereunder) set off any of our liabilities
(in any currency, wherever situated or payable, and whether or not matured) to
you against any liabilities owed by you to us whether your liabilities be actual
or contingent, present or future, or primary or collateral. Your liabilities in
each case include without limitation joint liabilities. For this purpose, we may
use all or any part of such liabilities to buy such other currencies as may be
necessary to effect such set off at our spot rate. If any such liabilities is
unliquidated or unascertained, we may set off the estimated amount (determined
by us at our discretion) of such liability. Nothing in this provision is
intended to give us any security of proprietary interest whether by way of
mortgage, charge or otherwise. This provision operates by way of contract and
self-help remedies.

To keep our file updated, you are required to:-

i)       provide us with your audited financial statements within six months
         from the end of each financial year; and

ii)      immediately inform us of any change of your directors or amendment of
         your constitutional documents and provide us with the documents or
         information in relation to the same upon our demand.

This facility letter shall be governed by and construed in accordance with the
laws of the Hong Kong Special Administrative Region. You will irrevocably submit
to the non-exclusive jurisdiction of the Courts of the Hong Kong Special
Administrative Region.

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                                                              [FORTIS BANK LOGO]

Date     10 February 2003
Subject  General Banking Facilities
         Kwanasia Electronics Company Limited
Pages    6/6

Kindly signify your agreement to the foregoing by returning to us, duly signed,
the enclosed duplicate of this letter. If no signed confirmation is received
from you within one month from the date of this letter or if after you have
returned to us on time the signed duplicate of this letter, the facilities (or
the revised part where applicable) are not drawn down within three months from
the date hereof, the facilities may be treated as cancelled at our absolute
discretion.

Yours faithfully,
For FORTIS BANK ASIA HK

/s/ NG, Kwok Wai    /s/ SHIN, Chi Ming Peter
-----------------   -------------------------
    NG, KWOK WAI        SHIN, CHI MING PETER

We agree to the terms and conditions set out above. We give our express consent
to your providing to any guarantor or provider of security in respect of any
loan or credit facilities extended to us or the professional advisers of such
guarantor or provider of security the information referred to above.

For and on behalf of
KWANASIA ELECTRONICS CO. LTD.


/s/[ILLEGIBLE]
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Authorized Signature(s)

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Kwanasia Electronics Company Limited
Date: