##### 



Exhibit 10.49
 
 Date
    
    19 April 2007Our Ref
    
    CRC/CDT/LC/SMA/JT/TRITI1
 PRIVATE & CONFIDENTIAL
 
 Attention:
    
    Mr Victor TingChief Financial Officer
    
    Syed Muhammad
AliTelephone No. 6530 3334
  BANKING ARRANGEMENTS
 Bank Customer) Facilities)
 BANKING FACILITIESAMOUNT
    
    DESCRIPTION AND PRICING1) SGD750,000
    
    Overdraft in SGD and USD current account, repayable upon demand,
to assist with working capital requirements.Interest at Prime plus 0.25% p.a. payable monthly in arrears to
the debit of the Customers current account.ConditionIn the event that the Banks prime rate is lower than its
1-month cost of funds rate, the Bank reserves the right to convert
the prime rate to its 1-month cost of funds rate.1a) (SGD750,000)
    
    Short term loans for period up to 90 days to assist with working
capital requirements.Interest at Cost of Funds plus 3% p.a.Note
 i)
    
    Interavailability between the
short term money market loans and the overdraft facility is
at the sole discretion of the Bank.ii)
    
    The Bank may at any time at
its sole discretion suspend the availability of prime-based
funds by reason or circumstances affecting the money market
including but not limited to volatile rate fluctuations or
tight liquidity.iii)
    
    Drawings under limits 1) to
1a) are at all times subject to the availability of funds.iv)
    
    Combined aggregate
outstandings under limits 1) to 1a) must not exceed SGD750,000
at any one time.
 Standard Chartered BankCredit Risk ControlWholesale Banking1
Tampines Central 5, CPF Tampines Building #03-01Singapore 529508
    
    Tel +65 6876 0888Robinson Road P. O. Box 1901, Singapore 903801
    
    Fax +65 6260 2513
 
 Trio-Tech International Pte Ltd Page 1 of 6




---



##### 



2) SGD2,000,000
    
    For issuing customs and other non-shipping guarantees for period not
exceeding 12 months, except for guarantees favouring the following
bodies for the identified purpose which may be issued for period
up to 42 months:
 a)
    
    Jurong Town Council  Rental Depositb)
    
    Ministry of Manpower  Security Deposit for foreign workersc)
    
    Utility provider for the
Customer  Security Deposit for power supply
 Counter, indemnities are to be held.Commission at standard pricing.2a) (SGD2,000,000)
    
    For issuing advance payment guarantees / performance bonds /retention
bonds for period not exceeding 12 months.Counter indemnities are to be held.Commission at standard pricing.2b) (SGD1,000,000)
    
    For issuing tender bonds for period not exceeding 6 months.Counter indemnities are to be held.Commission at standard pricing.2c) (SGD2,000,000)
    
    For opening irrevocable letters of credit, drafts at sight and/or usance
for period up to 120 days, covering the import of goods into
Singapore and/or Malaysia.Commission at standard pricing.2d) (SGD1,500,000)
    
    Loans against trust receipts and/or acceptance against trust receipts
for period up to 120 days, covering the release of goods imported
under and complementary to limit 2).Interest at Cost of Fund plus 2.0% p.a. during the term of each
Singapore Dollar trust receipt.Interest at SIBOR plus 2.0% p.a. during the term of each foreign
currency trust receipt.2e) (SGD1,500,000)
    
    Shipping guarantees may be issued to secure the release of goods
imported under letters of credit or collection bills routed
through the Bank.Commission at standard pricing.2f) (SGD1,500,000)
    
    For opening irrevocable letters of credit, drafts at sight and/or usance
for period up to 120 days, covering the import of goods in favour
of Singapore and Malaysian suppliers.Commission at standard pricing.2g) (SGD1,000,000)
    
    Loans against imports by way of promissory notes covering collection
DA and DP bills for period up to 120 days, including original
usance period. Financing of approved suppliers invoices are also
permitted but at the sole discretion of the Bank.
 Trio-Tech
International Pte Ltd Page 2 of 6




---



##### 



Commission at 0.25% flat.Interest at Cost of Fund plus 2.0% p.a. during the term of each
Singapore Dollar trust receipt.Interest at SIBOR plus 2.0% p.a. during the term of each foreign
currency trust receipt.ConditionProceeds of invoice financing are to be paid directly to suppliers
and not credited to the Customers account.Note
 1.
    
    Combined aggregate outstandings under limits 2) to 2g) must
not exceed SGD2,000,000 at any one time.2.
    
    Limits 1) to 1a) & 2) to 2g)
and Treasury Facilities may at the Banks discretion be made
inter-available to Universal (Far East) Pte Ltd subject
to the execution of a corporate guarantee from Trio
Tech International Pte Ltd, to be supported by a board
resolution.
 3) SGD555,568
    
    Paid-down balance of a 3-year term loan to support purchase of
equipment for work/contract with Advanced Micro Devices.Interest at Cost of Funds plus 3.5% p.a.Tenor3 years from date of first drawdown.DrawdownLoan drawdown on 30 Nov 2005Maturity29 November 2008RepaymentRepayable in 35 equal monthly
instalments of SGD27,777 (excluding
interest) and final instalment of SGD27,805 (excluding interest)
with effect from January 2006.PrepaymentPrepayment penalty at 1.0% and partial repayment will be applied
in inverse order of maturity and may not be redrawn. The Customer
is to give at least 30 days written notice before such repayment
is effected.NoteLimit 3) is to be fully repaid on drawdown of the Term Loan
Facility as indicated in the Banks Term Loan offer letter dated
19 April 2007
 Trio-Tech International Pte Ltd Page 3 of 6




---



##### 



TREASURY FACILITIES
 Foreign Exchange Facilities
  Currency and Interest Rate Risk Management Facilities
  Mandate
  a)
    
    named individuals to enter into relevant transactions on behalf of the Customer by telephone
or by any other method acceptable to the Bank; andb)
    
    named individuals to sign the confirmation and written instructions to the Bank regarding
settlement and payment of transactions,
   Documentation
   SECURITY
  1)
    
    Existingall monies Registered Charge over cash deposits (which deposit may consist of
current, fixed or USD Principal Protected Commodity Basket Deposit (CLINT) deposits) of not
less than SGD2,000,000 in the name of the Customer held with the Bank and supported by an
appropriate board resolution.2)
    
    Existingcorporate guarantee for SGD2,500,000 executed by Trio-Tech International, United
States of America, supported by a board resolution, held by Standard Chartered Bank, New York.
 CONDITIONS
 1)
    
    The Customer shall maintain a minimum networth of SGD15,000,000 at all times.Networth is defined as the aggregate of paid-up capital and revenue reserves, excluding
revaluation reserves and deducting any loans made to the directors in their personal
 Trio-Tech International Pte Ltd Page 4 of 6




---



##### 



capacities or to the parent company, Trio-Tech International, United States of America
directly and indirectly or other related companies and other intangible assets.2)
    
    Gearing ratio of the Customer shall not exceed 1 .0x at all times.Consolidated gearing ratio is defined as total external debts : networth.3)
    
    Any dividends to be declared are subject to prior written consent from the Bank which
will not be unreasonably withheld.4)
    
    The Customer shall submit to the Bank its quarterly management accounts and its operating
subsidiaries including Trio-Tech International (M) Sdn Bhd, Trio-Tech (KL) Sdn Bhd and Trio-
Tech (Bangkok) Co Ltd within 75 days from the end of each period.5)
    
    The Customer shall submit to the Bank its quarterly lists of stocks and ageing debtors (trade
and non-trade, including related company debts) within 75 days from the end of each period and
stocks shall be subject to periodic inspection by the Banks officers.
 INTEREST
   EXCLUSION OF RIGHTS OF THIRD PARTIES
  ACCEPTANCE
   Standard Chartered Bank
Credit Risk Control, Singapore
Wholesale Bank,
CPF Tampines Building #03-01
1 Tampines Central 5
Singapore 529508
 Attention : Ms Jaslyn Tay
  Trio-Tech
International Pte Ltd Page 5 of




---



##### 



DOCUMENTATION
   AVAILABILITY AND REPAYMENT
    
 -s- Syed Muhammad Ali
    
    -s- Diana SohSyed Muhammad Ali
    
    Diana SohDirector
    
    Credit Documentation ManagerLocal Corporates
    
    Credit Risk Control
  /s/ Yong Siew Wai

for and on behalf of Trio-Tech International Pte Ltd
 /s/ Yong Siew Wai

for and on behalf of Universal (Far East) Pte Ltd
 Trio-Tech
International Pte Ltd Page




---



##### 



Date
    
    19 April 2007Our Ref
    
    CRC/CDT/LC/SMA/JT/TRITI1
 PRIVATE & CONFIDENTIAL
 
 Attention:
    
    Mr Victor TingChief Financial Officer
  RECEIVABLES PURCHASE AGREEMENT : TRIO-TECH INTERNATIONAL PTE LTD
 Facility
Letter Agreements Company 3rd
Supplemental Letter 4th Supplemental Letter
 Schedule Conditions
 FIU LIMIT
    DISCOUNTING CHARGE
  (i)
    
    For SGD FIU limit:
    
    Cost of Funds plus 2.0% per annum(ii)
    
    For USD FIU limit:
    
    SIBOR plus 2.0% per annum
 CONDITIONS
  (i)
    
    Invoices relating to the receivable(s).(ii)
    
    If required by the Bank, formal assignment of debt in the Banks approved form
 Standard Chartered BankCredit Risk ControlWholesale Banking1
Tampines Central 5, CPF Tampines Building #03-01Singapore 529508
    
    Tel  +65 6876 0888Robinson
Road P. O. Box 1901, Singapore 903801
    
    Fax +65 6260 2513
 
 Trio-Tech International Pte Ltd Page 1 of 4




---



##### 



(iii)
    
    Invoices must be supported by copy of bill of lading, delivery order and/or airway
bill.(iv)
    
    All payments by the approved debtors must be made directly to the Bank or an account
designated by the Bank(v)
    
    Payment from buyer is to be made within 30 days from invoice due date, after which debt to
be reassigned to the Company and the Company is to settle outstanding under the invoice
financing.(vi)
    
    The Company is to maintain a minimum networth of SGD15,000,000 at all timesNetworth is defined as the aggregate of paid-up capital and revenue reserves, excluding
revaluation reserves and deducting any loans made to the directors in their personal
capacities or to the parent company, Trio-Tech International, United States of America
directly and indirectly or other related companies and other intangible assets(vii)
    
    Gearing ratio of the Company is not to exceed 1 timeConsolidated gearing ratio is defined as total external debts : networth(viii)
    
    Any dividends to be declared are subject to prior written consent from the Bank which
will not be unreasonably withheld(ix)
    
    The Company is to submit to the Bank its quarterly management accounts and its operating
subsidiaries including Trio-Tech International (M) Sdn Bhd, Trio-Tech (KL) Sdn Bhd and
Trio-Tech (Bangkok) Co Ltd within 75 days from the end of each period.(x)
    
    The Company is to submit to the Bank its quarterly lists of stocks and ageing debtors (trade
and non-trade, including related company debts) within 75 days from the end of each quarter
and stocks are subject to periodic inspection by the Banks officers.(xi)
    
    The Company agrees that it will not:-
 (a)
    
    seek to obtain any financing from any other bank or financial institution in
respect of any invoice which it has presented or will present to the Bank;(b)
    
    seek to sell or assign to any person, any debt which it has sold or intends to sell
to the Bank under the Receivable Purchase Facility.
 (xii)
    
    If the Company has already obtained financing via any import facilities (the Other
Facilities) granted to the Company by the Bank or any other financial institution in respect
of any particular invoices, debts, goods or services, then the Company shall not seek to
utilise the Receivables Purchase Facility in respect of the said invoices, debts, goods or
services, unless the proceeds from the utilisation of the Receivables Purchase Facility are
used exclusively to repay the Companys indebtedness under the Other Facilities.(xiii)
    
    Please refer to Appendix A for the list of approved buyers. Any other buyer(s) to be
approved by the Bank. For without recourse facility, invoices up to 45 days and for with
recourse facility invoices up to 60 days from invoice date, drawn on AMD and Freescale are
acceptable for financing, subject to the invoices not more than 15 days overdue.
 5th Supplemental
Letter).
  Trio-Tech International Pte Ltd Page 2 of 4




---



##### 



Standard Chartered Bank Credit
Risk Control, Singapore
Wholesale Bank,
 CPF Tampines
Building #03-01
 1 Tampines
Central 5 
Singapore 529508
 Attention: Ms Jaslyn Tay
   
 -s- Syed Muhammad Ali
    
    -s- Diana SohSyed Muhammad Ali
    
    Diana SohDirector
    
    Credit Documentation ManagerLocal Corporates
    
    Credit Risk Control
 ACCEPTANCE
  
 /s/ Yong Siew Wai

Authorised SignatoryDate:
 Trio-Tech
International Pte Ltd Page 3 of 4




---



##### 



APPENDIX A
 LIST OF APPROVED BUYERS UNDER WITHOUT RECOURSE FACILITY
 (i)
    
    Freescale Semiconductor Malaysia Sdn Bhd(ii)
    
    Infineon Technologies Asia Pacific Pte Ltd(iii)
    
    Advance Micro Devices (S) Pte Ltd(iv)
    
    Advance Micro Devices, Inc (USA)(v)
    
    AMD Technologies (China) Co Ltd
 LIST OF PRE-APPROVED BUYERS UNDER WITH RECOURSE FACILITY
 (i)
    
    Freescale Semiconductor Malaysia Sdn Bhd(ii)
    
    Advance Micro Devices (S) Pte Ltd(iii)
    
    Advance Micro Devices, Inc (USA)(iv)
    
    AMD Technologies (China) Co Ltd
 Trio-Tech
International Pte Ltd Page 4 of 4




---



##### 



FROM:
    
    Standard Chartered BankSingapore BranchTO:
    
    Trio-Tech International Pte Ltd1008 Toa Payoh North#03-09Singapore 318996DATE:
    
    19 April 2007
 OFFER LETTER  SINGLE CURRENCY TERM LOAN FACILITY
      Standard Chartered Bank
 -s- Syed Muhammad Ali
    
    -s- Diana SohName:
    
    Syed Muhammad Ali
    
    Diana SohDirector
    
    Credit Documentation ManagerLocal Corporates
    
    Credit Risk Control
  
 /s/ Yong Siew WaiName:
    
    Yong Siew WaiTitle:
    
    Chief Executive OfficerDate:Standard Chartered BankCredit Risk ControlWholesale Banking1 Tampines Central 5, CPF Tampines Building #03-01Singapore 529508
Robinson Road P. O. Box 1901, Singapore 903801

    Tel  +65 6876 0888
       Fax +65 6260 2513
 
 Trio-Tech International Pte Ltd




---



##### 



SCHEDULE to the Offer Letter
 bold
 Description of Facility
    
    a single currency term loan facility of up
to SGD5,500,000Effective Date
    
    N.A.Borrower (insert full legal name)
    
    Trio-Tech International Pte LtdBorrowers jurisdiction of incorporation
    
    SingaporeBorrowers company registration number
    
    197602325KBorrowers principal office address
    
    1008 Toa Payoh North 
#03-09 
Singapore 318996Parent Company
    
    N.A.Controller
    
    N.A.Minimum Holding
    
    N.A.
 Transaction Subsidiaries of the
Borrower (see definition of Borrower
Group)
    
    þ
    
    Noneo
    
    All Subsidiaries of the Borrower for the time beingo
    
    The Subsidiaries of the Borrower specified below
 The following Subsidiaries:(incorporated in )(incorporated in )(incorporated in )
 Trio-Tech International Pte Ltd




---



##### 



- 3 - 
 Purpose
    
    To assist in the Borrowers expansion plans in Singapore
and ChinaFacility Currency
    
    Singapore Dollar (SGD)Commitment
    
    SGD5,500,000Availability Periodends on:
    
    30 June 2007. Any amount undrawn after the expiry of the
availability period will be cancelled.Final Repayment Date
    
    36 months from date of drawdown.Repayment Timetable
 Instalment Date
    
    þ
    
    the Instalments monetary
amounts/percentages) set out belowo
    
    the Reducing Availability Amounts set out
below
 35 equal monthly repayments of SGD153,000 each
(excluding interest) and a final principal repayment
amount of SGD145,000 (excluding interest)The first quarterly principal instalment is to commence
from the date of first drawdownNumber of Loans Limit
    
    N.A.
 Rate of interest, clause 5.1
    
    o
    
    Fixed Rate of %þ
    
    Floating Rate using:
 
    
    Margin of 3.0% p.a.
payable monthly in arrears to the debit of the Borrowers
current account
    
    Reference Rateof:o Prime Rateþ Market Reference Rate based on the following Interbank Offered Rate:Cost of FundsCost of Funds means in relation to an Interest
Period, the rate certified by the Bank to be the aggregate
of (i) the rate at which deposits in Singapore Dollars (in
an amount comparable with the amount in relation to which
Cost of Funds is to be determined and for a period equal to
the relevant period) were being offered to the
 Trio-Tech International Pte Ltd




---



##### 



- 4 - 
 Bank in Singapore Interbank Market (or from such other source as the Bank may
select for the purpose) at or about 11:00 a.m. and (ii) the rate certified by
the Bank to be the cost of compliance with reserve, special deposit or other regulatory requirements with respect to the amount in
question (in each case) on the applicable Interest Determination Date;
 o
    
    Agreed Rateo
    
    Specified RatePlease indicate whether each of the following clauses in the General Terms apply:Voluntary prepayment of Loans, clause 4.5
    
    þ
    
    Applieso
    
    Does not applyPrepayment Fee, clause 4.6
    
    o
    
    Applies, with the Prepayment Fee being a fixed
amount (regardless of the size of the repayment) of:
 
 þ      Applies, with the Prepayment
Fee of 1.0% on
the prepaid amount during the first year from the first drawdown date. The
Borrower shall give the Bank 30 days prior written notice in respect of any
prepayment of the Facility. Any loan amount that has been prepaid cannot be
re-borrowed and shall be applied to reduce the outstanding loan amount in the
inverse order of maturity.o      Does not apply
 Fees, clause 8
    
    þ
    
    Applies, in which case the Fees shall be as set out
belowo
    
    Does not apply
  
    
    Commitment fee of SGD25,000 payable on acceptance
of Offer Letter
 Required financial statements, clause 14.1 (a)
    
    þ
    
    Applies to:þ Borrower Groups audited financial statementso audited financial statements of each Obligoro the following monthly, quarterly or half-yearly management or other
unaudited financial statements in relation to any Obligor or Borrower Group
Member:o
    
    Does not apply
 Trio-Tech
International Pte Ltd




---



##### 



- 5 - 
 Financial statements, clause 14.1(b)
    
    o
    
    Does not applyþ
    
    Applies to the financial statements specified below
 
    
    The Borrower shall submit to the Bank its quarterly management accounts
and its operating subsidiaries including Trio-Tech International (M) Sdn
Bhd, Trio-Tech (KL) Sdn Bhd and Trio-Tech (Bangkok) Co Ltd within 75 days from the end
of each period.
 Negative pledge, clause 15.3(a)
    
    þ
    
    Applieso
    
    Does not applyNegative pledge, clause 15.3(b)
    
    þ
    
    Applieso
    
    Does not applyDisposals, clause 15.4
    
    þ
    
    Applieso
    
    Does not applyNo other borrowings, 15.8
    
    þ
    
    Applieso
    
    Does not applyFinancial Covenants, clause 15.9
    
    þ
    
    Applies, in which case the Financial Covenants shall be as
set out belowo
    
    Does not apply
 Trio-Tech International Pte Ltd




---



##### 



- 6 - 
  1)
    
    The Borrower shall maintain a minimum networth of
SGD15,000,000 at all times.Networth is defined as the aggregate of paid-up capital and revenue reserves, excluding
revaluation reserves and deducting any loans
made to the directors in their personal
capacities or to the parent company, Trio-Tech
international, United States of America
directly and indirectly or other related
companies and other intangible assets.2)
    
    Gearing ratio of the Borrower shall not exceed
1.0x at all times.Consolidated gearing ratio is defined as total
external debts : networth.3)
    
    Any dividends to be declared are subject to prior
written consent from the Bank which will not be
unreasonably withheld.4)
    
    The Borrower shall submit to the Bank its quarterly
lists of stocks and ageing debtors (trade and non-trade, including related company debts) within 75
days from the end of each period and stocks shall
be subject to periodic inspection by the Banks
officers.5)
    
    The Borrower is to maintain a Consolidated Debt
to Earnings Before Interest, Tax, Depreciation and
Amortisation (EBITDA) ratio of not more than 2.5x
at all times during the term of the 3-year term loan.Debt to EBITDA ratio is defined as total bank
loans divided by EBITDA.
 Borrower Groups audited consolidated financial
statements, clause 14.1(a)(i)
    
    þ
    
    Applieso
    
    Does not apply
 Threshold
One, clauses 2.3, 4.4, 4.5
    
    N.A.Threshold Two", clauses 4.3, 4.4
    
    N.A.Threshold Three", clauses 15.3(c)(vii), 15.4(c),
15.8(c), 15.8(d), 16.4(c)
    
    N.A.Cure Period", clause 16.2
    
    N.A.
 Approved
Security
 Description (including
    
    Maximum principalDate
    
    lender/chargee)
    
    amount secured
    
    ObligorN.A.
    
    N.A.
    
    N.A.
    
    N.A.
 Trio-Tech International Pte Ltd




---



##### 



- 7 - Security Documents,each given or to be given by Obligor identified below in favour of the Bank:Date
    
    Description
    
    Obligor16 May 2000
    
    Corporate Guarantee
    
    Trio-Tech International USA26 July 2000
    
    Registered charge over cash
deposits
    
    Trio-Tech International Pte Ltd
   
 
 
 Utilisation-Specific
Conditions Precedent
 
 
 
 Process Agent
 Name
    
    N.A.Address
    
    N.A,
  Trio-Tech International Pte Ltd