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Exhibit 10.63
 Please quote our reference when replying Our Ref: JTC(L) 3601/2506/EO/mh
    
    (JTC LOGO)
  TRIO-TECH INTERNATIONAL PTE LTD 
BLK 1008 TOA PAYOH NORTH
#03-09
SINGAPORE 318996ATTN: JALENE NG

    
    
    JTC Corporation
The JTC Summit
8 Jurong Town Hall Road
Singapore 609434
 Contact
Center hotline
    
    1800 568 7000main line
    
    (65) 6560 0056BY LOCAL URGENT MAIL


    facsimile
    
    (65) 6565 5301website
    
    www.jtc.gov.sg
  RENEWAL OFFER OF TENANCY FOR FLATTED FACTORY KNOWN AS PRIVATE LOT AI9597D AND ITS
ANCILLARY SITE (ROOF-TOP INSTALLATION OF 1 COOLING TOWER, 2 WATER PUMPS AND 1 WATER TANK) AT
BLK 1008 TOA PAYOH NORTH #07-17/18 SINGAPORE 318996
 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
    
    2.1 The PremisesPrivate Lot A19597Dalso known as Unit #07-17 /18 (the Premises) at BLK 1008 TOA
PAYOH NORTH#07-17/18 SINGAPORE 318996 AND ITS ANCILLARY SITE(the Building)
SINGAPORE(318996) as delineated and edged in red on the plan attached to the Offer.2.2
    
    Term of Tenancy3 years(the Term) with effect from 1 December 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.
 (LOGO)   (LOGO)   (LOGO)




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2.4
    
    Area
 (a)
    
    #07-17/18

Approximately 400.9 square metres(the Area).(b)
    
    Ancillary Site (Roof-top Installation) 

Approximately 2.3 square metres
 2.5
    
    Building Rent1
 (a)
    
    #07-17/18
 (a l) Discounted rate of $9.45per square metre per month on the area, for so long
as you occupy by way of tenancy an aggregate floor are of 5,000 square metres in the
Building or in the various flatted factories belonging to us;(a 2) Normal Rent of $9.95per square metre per month on the Area, in the event
the the said aggregate floor area occupied is at any time reduced to below 5,000
square metres (when the discount shall be totally withdrawn) with effect from the date
of reduction in the said aggregate floor area, and
 (b)
    
    Ancillary site (Roof-top installation)$1.87per square metre per month
 1
 2.6
    
    Service ChargeFor #07-17/18 only
 $2.25 per square metre per month Service Charge 1
 
 1
    
    Building Rent in this context refers to rent in the Memorandum of Tenancy.




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2.7
    
    Security Deposit/Bankers Guarantee(For 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 Rent1 (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 December 2006to 28 February
2010),or 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 Rent1 and
Service Charge, so that the Security Deposit shall at all times be equal to three
(3) monthsBuilding Rent1 (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 Rent1 and Service Charge, so that the
Security Deposit shall at all times be equal to three (3) monthsBuilding
Rent1 (at the normal or discounted rate, as the case may be) and Service
Charge for the remaining period of the Term.




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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
Rent1, 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.(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 Use:
 (a)
    
    #07-17/18

You shall use the Premises for the purpose of IC TESTINGonly and for no
other purpose whatsoever (the Authorised Use), and(b)
    
    Roof-top installation of 1 cooling tower, 2 water pumps and 1 water tank only.
 2.10
    
    Loading Capacity
 (a)
    
    Normal (Ground & Non-ground) Floor Premises:You shall comply and ensure compliance with the following restrictions:
 (al)
    
    maximum loading capacity of the goods lifts in the Building; and(a2)
    
    maximum floor loading capacity of 10kiloNewtons per square metre of the
Premises on the 7th 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 MT. The
required reinstatement works shall be conveyed to you after an inspection of the Premises.




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2.12
    
    Special Conditions:-
 (a)
    
    Roof- Top PremisesYou will comply and ensure compliance with the following restrictions:
 (i)
    
    You shall not puncture the roof slab and your equipment and installations shall not
exceed the floor loading of 1.5 KiloNewtons per square metre.(ii)
    
    You shall be responsible for reinstating any damage caused to JTCs or our tenants
properties or any [works] affected resulting from your installation works and shall indemnify
JTC against all damages, losses or third party claims arising from the installation works and
the use of your installations.(iii)
    
    You shall maintain your installations in good condition at all times.
  (b)
    
    Reinstatement:You shall be responsible for reinstating any damage caused to our property or our
tenants properties resulting from your installation works and shall indemnify us against
all damages, losses or third party claims arising from the installation works and the use
of your installations.(c)
    
    Security of the Premises:You shall be responsible for the security and safety of the Premises and the water
tanks and cooling towers serve.(d)
    
    Determination of Tenancy:The Tenancy of the Premises shall be determined at any time either:-
 (i)
    
    at the expiry of a three-month written notice, as from the date of the said notice,
from the Landlord to the Tenant; OR(ii)
    
    at the determination (by expiry or otherwise ) of the Tenants tenancy at the factory
unit known as Unit #07-17/18 at Blk 1008 Toa Payoh North (the Principal Unit) in respect
of which the Roof Top Installation serves.




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(iii)
    
    Upon termination of the tenancy by expiry or otherwise, you are required to
remove your equipment and other installations and reinstate the rooftop area to our
satisfaction at your cost.
 (e)
    
    Third Party Rights:A person (which term includes a body corporate) who is not a party to this
tenancy shall have no right under the Contracts (Rights of Third Parties) Act (as
amended or revised from time to time) to enforce the covenants, terms or conditions
of this Tenancy.
 2.13
    
    Amendments to the Memorandum of Tenancy (Ground Site):The following Covenants and Conditions in the Memorandum of Tenancy i.e. clause 2.18,
4.02 (a)(ii) and 4.03(a)(ii) shall be deleted and replaced as follows:
 2.18
    
    Emergency Lighting:Subject to clauses 2.12,2.13 and 2.14, you shall, if required by us, install
emergency lighting at such locations in the Premises as may be determined by
us. 4.02(a)(ii)
    
    on the Tenant by registered or ordinary post to or by leaving or affixing it
at the business address, the Premises or the Principal Unit/s
NOTWITHSTANDING THAT it is returned by the post office undelivered;4.03(a)(ii)
    
    the Tenant by registered post to or by leaving or affixing it at the business
address, the Premises or the Principal Unit/s NOTWITHSTANDING THAT it is returned by the
post office undelivered. 
 2.14
    
    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:
 (bl)
    
    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 Rent1 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 Rent1, security deposit (which shall be equivalent to three (3)
months Building Rent1 and Service Charge instead of one (1) month), and excluding a covenant of
tenancy.
 3
    
    Mode of Due AcceptanceThe Offer shall lapse if we do not receive the following by 12 February 2007:
 (a1)
    
    Duly signed letter of acceptance of the Offer, in the form set out in the Letter of
Acceptance attached. (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
    
    The car park for Block 1008 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:
 Mr Johnson Tan
736A Geylang Road,
Singapore 389647
Tel: 67494119




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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 orremedy 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.
  
 
 DID
    
    : 68833721HP
    
    : 91252919FAX
    
    : 68855936Email
    
    : ongkye@jtc.gov.sg
 ENCS:
    
    [ Payment Table Specimen BGPlan Specimen Acceptance Form MT No. 27.09Memorandum of Tenancy (Ground Site)Schedule of Statutory Controls (SC3)]




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Annex A1
 OFFER OF TENANCY FOR PREMISES AT BLK 1008 TOA PAYOH NORTH
#07-17/18 SINGAPORE 318996
 Amount
    
    GSTSite: A19597D:Building Rent at $9.95 per sqm per
month on 400.9 sqm for period 1 December 2006 to 31
December 2006
    
    $
    3,988.96Less: Bulk discount of 5% at $0.50 per sqm per
month for period 1 December 2006 to
31 December 2006
    
    $
    200.45$
    3,788.51Service charge at $2.25 per sq m per month on
400.9 sq m for period 3 December 2006 to 31 December
2006
    
    $
    902.03$
    4,690.54
    
    
    $
    234.53Amount to be deducted through GIRO
    
 
    
    

    $4,925.07Deposit equivalent to 3 months Building Rent and
Service Charge (or Bankers Guarantee)
    
    $
    14,071.62Less: Deposit equivalent to 2 months Building Rent and Service Charge (Off-budget Measure)
    
    $
    9,381.08
    
    
    $
    4,690.54Sub-Total Payable
    
 
    
    

    $4,690.54c/f
    
 
    
    

    $4,690.54