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1 Exhibit
10.44
 Please quote our reference when replying
    
    (JTC LOGO)Our Ref: JTC(L)
 11 November 2005
 TRIO-TECH INTERNATIONAL PTE LTD1008 TOA PAYOH NORTH#03-09
    
    JTC CorporationSINGAPORE(318996)
    
    The JTC SummitB Jurong Town Hall Road(Attention : MRS LEE-SOON SIEW KUAN)
    
    Singapore 609434contact
center hotline 1800 568 7000main line         (65) 6560 0056Dear Sirs,
    
    facsimile         (65) 6565 5301OFFER OF TENANCY FOR FLATTED FACTORY SPACE
    
    website           www.jtc.gov.sg
 1
    
    (a)
    
    We refer to your application to reserve the Premises using Express Lane
Application Programme (ELAP) submitted on 10 November 2005 and accorded
the Application number: A0618407 (the Application) which was approved by us on
11 November 2005.
 (b)
    
    Based on the information provided by you in the Application and on
condition that you have not breached any of the terms set out in the Terms and
Conditions for the use of ELAP, 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 Premises:
 Private Lot A0618407 also known as Unit #03-06 /07 (the Premises) in
BLK 1004 TOA PAYOH NORTH TOA PAYOH NORTH INDUSTRIAL ESTATE SINGAPORE 318995
(the Building) as delineated and edged in red on the plan attached to
the Offer.2.2
    
    Term of Tenancy:3years (the Term) with effect from 1 February 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.
 2.4
    
    Area:Approximately 181.4 square metres(the Area).
 (PEOPLE DEVELOPER LOGO)
    
    (INNOVATION LOGO)
    
    (QUALITY CLASS LOGO)




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2.5
    
    Rent:
 (a)
    
    Discounted
rate of $9.45 Dollars per square metre per month on
the Area, for so long as you shall occupy by way of
tenancy an aggregate floor area of 5908.06square
metres in the Building or in the various flatted
factories belonging to us; and(b)
    
    Normal rate
of Dollars ( $9.95 ) per square metre per month on the
Area, in the event that the said aggregate floor area
occupied is at any time reduced to below 1000 square
metres (when the discount shall be totally withdrawn)
with effect from the date of reduction in the said
aggregate floor area,(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 01 March 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 Rent, subject to our revision from time to time.
 2.7
    
    Security Deposit/Bankers Guarantee:Ordinarily we would require a tenant to lodge with us a
security deposit equivalent to three (3) months rent 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, be required to
place with us a deposit equivalent to one (1) months Rent
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 2005 to 30 April 2009
), 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
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s Rent (at the normal
or discounted rate, as the case may be) and Service
Charge.




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(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 Rent and Service
Charge, so that the Security Deposit shall at all
times be equal to three (3) months Rent 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 Rent and Service Charge, so that the
Security Deposit shall at all times be equal to three
(3) months Rent 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 Rent, Service Charge
and GST by Interbank GIRO or any other mode to be
determined by us.(c)
    
    We enclose the GIRO authorization form for your
completion.
 2.9
    
    Authorised Use:You shall use the Premises for the purpose of USE AS
EMPLOYEES LOUNGEonly and for no other purpose whatsoever
(the Authorised Use).
 2.10
    
    Approvals:The Tenancy is subject to approvals being obtained from
the relevant governmental and statutory authorities.2.11
    
    Possession of Premises:
 (a)
    
    Subject
to your acceptance of the Offer, keys to the
Premises shall be made available to you within the
period of two (2) months prior to the Commencement
Date.(b)
    
    From the
date you accept the keys to the Premises
(Possession Date) until the Commencement
Date, you shall be deemed a licensee upon the same
covenants, terms and conditions as in the Tenancy.(c)
    
    If you
proceed with the Tenancy after the Commencement
Date, the licence fee payable from the Possession
Date to the Commencement Date shall be waived
(Rent-FreePeriod). Should you fail to
so proceed, you shall:
 (c1) remove everything installed by you;(c2) reinstate the Premises to its original
state and condition; and




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(c3) pay us a sum equal to the prevailing
market rent payable for the period from the
Possession Date up to the date the
installations are removed and reinstatement
completed to our satisfaction,without prejudice to any other rights and remedies we
may have against you under the Tenancy or at law.
 2.12
    
    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 03 storey of the Building PROVIDED THAT any such permitted
load shall be evenly distributed.
 2.13
    
    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 rent shall be final and conclusive; and(b4) the tenancy for the further term shall be upon
the same covenants, terms and conditions except
for the duration, rent, security deposit (which
shall be equivalent to three (3) months rent
and service charge instead of two (2) months),
and excluding a covenant for renewal of
tenancy.
 3
    
    Mode of Due Acceptance :
 The Offer shall lapse if we do not receive the following by 25
November 2005 :(a)
    
    Duly signed letter of
acceptance (in duplicate) of the Offer, in the form set out
in the Letter of Acceptance attached.(Please date as required in your letter of acceptance)(b)
    
    Payment of the sum set out in the Payment Table
attached.(c)
    
    *Duly completed GIRO authorization form.




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4
    
    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.5
    
    Rent-Free Period :As the Commencement Date will not be deferred, we advise you
to accept the Offer as soon as possible and to collect the
keys to the Premises on the scheduled date in order to
maximize the Rent-Free Period referred to in Clause 2.11(c)
of this letter.6
    
    Variation to the Tenancy :Any 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 Scheme :
 (a)
    
    The carpark for BLK
1004 TOA PAYOH NORTHis currently managed by P- PARKING
(SINGAPORE) PTE LTDand you will have to observe and be
bound by all the rules and regulations governing the use
and operation of the carpark. You are requested to
contact :
 
 
 on your use of the carpark.(b)
    
    The Corporation shall
not be liable for any loss, damage, injury, liabilities,
claim or action you may sustain or suffer in the use of
the car park and the tenants shall fully indemnify the
Corporation against any loss, claims, penalties, demands,
damage arising from the private management and operations
of the car park by the P-PARKING INTERNATIONAL PTE LTD.
 8
    
    Electricity Connection:Upon your acceptance of the Offer, you are advised to
proceed expeditiously to engage a registered electrical
consultant to submit two sets each of electrical single-line
diagrams and electrical layout plans to and in accordance with
the requirements of our Facilities Management Section,
Operations Support Department of our Customer Services Group,
for endorsement before an application is made to SP Services
Ltd to open an account for electricity connection.Please contact the Facilities Management Section at Blk 25
Kallang Avenue #05-02 Kallang Basin Industrial Estate Singapore
339416for their requirements.




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9
    
    To guide and assist you, we enclose a Schedule of Statutory Controls for Flatted, Ramp-Up
and Stack-Up Factory Customers.10
    
    For any further enquiries, you may contact our Marketing Officer/ Ginny LAM at 68833388.
 /s/ Chin Na Chong  Chin Na Chong
  þ Payment Table
    
    þ GIRO Form(s)
    
    þ Specimen BGþ Plan
    
    þ Specimen Acceptance Form
    

þ MT No. 27.09þ Schedule of Statutory Controls for Flatted, Ramp-Up and Stack-Up Factory Customers




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PAYMENT TABLE
 PREMISES :
    
    PRIVATE LOT A0618407 UNIT #03-06 /07BLK 1004 TOA PAYOH NORTH TOA PAYOH NORTHINDUSTRIAL ESTATE SINGAPORE 318995
 Amount
    
    +5% GSTRent at $9.45per square metre per
month on 181.4square metres for the
period 1 February 2006to 28 February
2006
    
    $
    1714.23
    
    
    
    
    
    
    $
    85.71$2.25per square metre per month
on 181.4square metres for the period
1 February 2006to 28 February
2006
    
    $
    408.15
    
    
    
    
    
    
    $
    20.41Total Rent Payable (inclusive of
Service Charge)
    
    
    
    
    
    $
    2122.38
    
    
    $
    106.12Security Depositequivalent to
three (3) months Rent and Service
Charge (in cash or Bankers Guarantee
provided in accordance with Clause 2.7
of this letter)
    
    $
    6367.14Less:
Equivalent of two (2)
months Rent and Service Charge (re
Off-budget Measure and GIRO)
    
    $
    4244.76
    
    
    $
    2122.38Stamp feepayable on Letter of
Acceptance (which we will stamp on
your behalf)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.
    
    
    
    
    
    $
    206.00Sub-Total Payable
    
    
    
    
    
    $
    4450.76
    
    
    $
    106.12Add: GST @ 5%
    
    
    
    
    
    $
    106.12Total Payable inclusive of GST
    
    
    
    
    
    $
    4556.88