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Exhibit 10.53
 Please quote our reference when replying
Our Ref: JTC(L) 3729/199/VG/mh
    

(JTC CORPORATION LOGO)
  TRIO-TECH INTERNATIONAL PTE LTD
    
    JTC CorporationBLK 1008 TOA PAYOH NORTH
    
    The JTC Summit#03-09
    
    8 Jurong Town Hall RoadSINGAPORE 318996
    
    Singapore 609434contactcentre hotline
    
    1800 568 7000Attention: LEE SOON SIEW KUAN
    
    main line
    
    (65) 6560 0056facsimile
    
    (65) 6565 5301website
    
    www.jtc.gov.sg
 BY
LOCAL URGENT MAIL
  RENEWAL OFFER OF TENANCY FOR FLATTED FACTORY KNOWN AS PRIVATE LOT A4551H AT 1004 TOA
PAYOH NORTH #03-16 Singapore 318995
 1
    
    We are pleased to offer a tenancy of the Premises subject to the covenants,
terms and conditions in the annexed Memorandum of Tenancy No. 27.09(the
MT) and in this letter (collectively called the Offer).2.1
    
    The PremisesPrivate Lot A4551Halso known as Unit #03-16(the Premises) at BLK 1004 TOA
PAYOH NORTH #03-16 SINGAPORE 318995(the Building) as delineated and
edged in red on the plan attached to the Offer.2.2
    
    Term of Tenancy3 years, 0 months, 0 days(the
Term) with effect from 1 October 2006
(the
Commencement Date).2.3
    
    Tenancy
 (a)
    
    Your due acceptance of the Offer in accordance with Clause 3 of
this letter shall, together with the Offer, constitute a binding tenancy
agreement (the Tenancy).(b)
    
    In the event of any inconsistency or conflict between any covenant,
term or condition of this letter and the MT, the relevant covenant, term or
condition in this letter shall prevail.




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2.4
    
    AreaApproximately 90.7 square metres(the
Area).2.5
    
    Building Rent(Discounted)
 (a)
    
    Building Rent of $9.95 per square metre per month on the Area less
discount of $0.50per square metre per month, in the event that the said
aggregate floor area occupied is at any time reduced to below 5,000
square metres (when the discount $0.50 per square metre per month
shall be totally withdrawn) with effect from the date of reduction in the
said aggregate floor area; and(b)
    
    Rent Payable of $9.45per square metre per month on the Area, for so
long as you shall occupy by way of tenancy an aggregate floor area of
5,000 square metres in the Building or in the various flatted factories
belonging to us.(Building Rent) to be paid without demand and in advance without deduction on the
1st day of each month of the year (i.e. 1st of January, February, March, etc.). After
your first payment is made in accordance with Clause 3 of this letter and the
attached Payment Table, the next payment shall be made on 1 November 2006.
 2.6
    
    Service Charge$2.25 per square metre per month(Service Charge) on the Area, as charges for
services rendered by us, payable by way of additional and further rent without demand on
the same date and in the same manner as the Building Rent, subject to our revision from
time to time.2.7
    
    Security Deposit/Bankers GuaranteeFor Building Rent  (Discounted))Ordinarily we would require a tenant to lodge with us a security deposit equivalent to
three (3) monthsBuilding Rent1 and Service Charge. However, as an off-budget
measure and as payment by GIRO has been made a condition with which you must comply under
clause 3 of this letter, you shall, at the time of your acceptance of the Offer, place with
us a deposit equivalent to one (1) monthsBuilding Rent (at the discounted rate) and
Service Charge (Security Deposit) as security against any breach of the covenants, terms
and conditions in the Tenancy, as follows:
 (a)
    
    The Security Deposit may be in the form of cash or
acceptable Bankers Guarantee in the form attached (effective from 1 October
2006to 31 December 2009),or




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such other form of security as we may in our absolute discretion permit
or accept.(b)
    
    The Security Deposit shall be maintained at the same sum
throughout the Term and shall be repayable to you without interest, or
returned to you for cancellation, after the termination of the Term (by
expiry or otherwise) or expiry of the Bankers Guarantee, as the case may
be, subject to appropriate deductions or payment to us for damages or other
sums due under the Tenancy.(c)
    
    If the Building Rent1 at the discounted rate is
increased to the normal rate, or Service Charge is increased, or any
deductions are made from the Security Deposit, you shall immediately pay the
amount of such increase or make good the deductions so that the Security
Deposit shall at all times be equal to one (1) monthsBuilding
Rent1 (at the normal or discounted rate, as the case may be) and
Service Charge.(d)
    
    if at any time during the Term, your GIRO payment is
discontinued, then you shall place with us, within two (2)
weeks of the date of discontinuance of your GIRO payment,
the additional sum equivalent to two (2) months Building
Rent and Service Charge, so that the Security Deposit shall
at all times be equal to three (3) monthsBuilding Rent (at
the normal or discounted rate, as the case may be) and
Service Charge for the remaining period of the Term.(e)
    
    If at any time during the Term the off-budget measure is
withdrawn you shall, if required in writing by us, also pay to us the
additional sum equivalent to two (2) months Building Rent and Service Charge,
so that the Security Deposit shall at all times be equal to three (3) months
Building Rent (at the normal or discounted rate, as the case may be) and
Service Charge for the remaining period of the Term.
 2.8
    
    Mode of Payment
 (a)
    
    Your first payment to be made with your letter of acceptance in accordance
with Clause 3 of this letter and the attached Payment Table shall be by non-cash
mode (eg, Cashiers Order, cheque).(b)
    
    Thereafter during the Term, you shall pay Building Rent, Service Charge
and GST at prevailing rate by Interbank GIRO or any other mode to be determined by
us.(c)
    
    You have an existing account with us from which we shall deduct the
aforesaid payments.




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(JTC LOGO)

(d)
    
    However pending finalisation for the GIRO arrangement, you shall pay
Building Rent1, Service Charge and GST at prevailing rate as they
fall due by cheque or Cashiers Order.
 2.9
    
    Authorised UseYou shall use the Premises for the purpose of IC TESTING, SERVICES AND PACKING FOR
SEMI-CONDUCTORS INDUSTRYonly and for no other purpose whatsoever
(the Authorised
Use).2.10
    
    Loading Capacity
 (a)
    
    Normal (Ground & Non-ground) Floor Premises:You shall comply and ensure compliance with the following
restrictions:
 (a1)
    
    maximum loading capacity of the goods lifts in the Building; and(a2)
    
    maximum floor loading capacity of 15 kiloNewtons per
square metre of the Premises on the 3rd storey of the Building PROVIDED
THAT any such permitted load shall be evenly distributed.
 (b)
    
    You shall therefore, subject to our prior written consent, provide at
your own cost suitable and proper foundation for all machinery, equipment and
installation at the Premises.
 2.11
    
    Reinstatement of PremisesYou shall reinstate the Premises in accordance with clauses
2.15 and 2.22 of the MIT.
The required reinstatement works shall be conveyed to you after an inspection of the
Premises.2.12
    
    Option for Renewal of Tenancy
 (a)
    
    You may within 3 months before the expiry of the Term make a written
request to us for a further term of tenancy.(b)
    
    We may grant you a further term of tenancy of the Premises subject to
the following:(b1)
    
    there shall be no breach of your obligations at the time you make
your request for a further term, and at the expiry of the Term;(b2)
    
    the duration of the further term shall be mutually agreed upon;(b3)
    
    the rent payable shall be at a revised rate to be determined by us
having regard to the market rent of the Premises at the time of granting the
further term. Our determination of the Building Rent shall be final and
conclusive; and




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(b4)
    
    the tenancy for the further term shall be upon the same covenants, terms
and conditions except for the duration. Building Rent, security deposit (which
shall be equivalent to three (3) months Building Rent and Service Charge
instead of one (1) month), and excluding a covenant for renewal of tenancy.
 3
    
    Mode of Due Acceptance
 (a)
    
    The Offer shall lapse if we do not receive the following by 10 October
2006 :
 (a1)
    
    Duly signed letter of acceptance (in
duplicate)of the Offer, in the form set out in the Letter of
Acceptanceattached.(Please date as required in your letter of
acceptance)(a2)
    
    Payment of the sum set out in the
Payment Table attached.
 4
    
    You may submit your acceptance and payment by post or if you wish to
make a submission personally, you may do so at our Contact Centre at The JTC Summit at 8 Jurong
Town Hall Road. Please bring a copy of this letter when making your submission.5
    
    Please note that payments made prior to your giving us the other items
listed above may be cleared by and credited by us upon receipt. However,
if those other items are not forthcoming from you within the time stipulated
herein, the Offer shall lapse and there shall be no contract between you
and us arising hereunder. Any payments received shall then be refunded
to you without interest and you shall have no claim of whatsoever nature
against us.6
    
    Variation to the TenancyAny variation, modification, amendment, deletion, addition or otherwise of the Offer
shall not be enforceable unless agreed by both parties and reduced in writing by us. No
terms or representation or otherwise, whether expressed or implied, shall form part of
the Offer other than what is contained herein.7
    
    Car-Parking SchemeThe car park for Block 1004 Toa Payoh North is currently managed by P-Parking
International Pte Ltd and you will have to observe and be bound by all the rules and
regulations governing the use and operation of the car park. You are requested to
contact:




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on your use of the carpark.8
    
    Exclusion of the Contracts (Right of Third Parties) ActA person who is not a party to this Offer shall have no right under the
Contracts (Rights of Third Parties) Act (as may be amended or revised from
time to time) to enforce any of the covenants, terms or conditions of
this Offer.9
    
    Jurisdiction & Governing LawThis Offer shall be interpreted in accordance with the laws of Singapore and any legal
proceedings, actions or claims arising from or in connection with the Offer shall be
commenced in and heard before the courts of Singapore and you agree to irrevocably submit
yourself to the exclusive jurisdiction of the courts of Singapore.10
    
    Please also note that our granting of your request/application herein does
not at any time prejudice or waive any of our rights or remedies for
breaches of your obligations to us. Any waiver by us, to be effective, must
be clearly and specifically stated in writing. In addition, no failure or delay
on the part of JTC to exercise any right or remedy under this Offer shall be
construed or operate as a waiver thereof, nor shall any single or partial
exercise of any right or remedy preclude the further exercise of such
right or remedy.11
    
    To guide and assist you, we enclose a Schedule of Statutory Controlsfor
Flatted Factory Occupants.
  gohfsv@jtc.gov.sg
 ENCS:
    
    [Payment Table Specimen BGPlan Specimen Acceptance Form MT No. 27.09Schedule of Statutory Controls (SC3)]bcc




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Annex
A
 OFFER
OF TENANCY FOR OFFER OF TENANCY FOR PREMISES AT BLK 1004 TOA PAYOH NORTH #03-16 SINGAPORE 318995
 Amount
    
    
    
    
    
    GSTA4551H:Building
Rent at $9.95 per
sqm per month on
90.7 sqm for
period 1
October 2006
to 31 October
2006
    
    $
    902.47Less: Bulk
discount of 5%, at
$0.50 psm per
month for period 1
October 2006 to 31
October 2006
    
    $
    45.35$
    857.12Service charge at
$2.25 per sqm per
month on 90.7 sqm
for period 1
October 2006 to 31
October 2006
    
    $
    204.08
    
    
    $
    1,061.20
    
    
    $
    53.06Less: Amount
to be
deducted through
GIRO
    
    
    
    
    
    
    
    $
    1,114.26Deposit
equivalent to 3
months Building
Rent and Service
Charge (or
Bankers
Guarantee)
    
    $
    3,183.60Less: Deposit
equivalent to
2 months Building
Rent and Service
Charge (Off-budget
Measure)
    
    $
    2,122.40
    
    
    $
    1,061.20Stamp Duty
for Letter
of Acceptance (in
duplicate)Note : If the Letter is
not returned to us
within 14 days of
the date of the
Letter, you will
have to pay penalty
on the stamp duty
which is imposed by
Stamp Duty Office
of IRAS.
    
    
    
    
    
    $
    102.00Total Payable
(inclusive of GST
at prevailing rate)
    
    
    
    
    
    $
    1,163.20
 $102.00 $1,061.20.
 $1,114.26