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1 Exhibit
10.42
 
 Please quote our reference when replying 
Our Ref: JTC(L) 3729/15A Temp
 5 July 2005
    
    
    
    JTC CorporationThe JTC Summit8 Jurong Town Hall RoadSingapore 609434UNIVERSAL (FAR EAST) PTE. LTD.
    
    
    
    customer
      1800 568 70001008 TOA PAYOH NORTH
    
    
    
    service hotline#03-09SINGAPORE(318996)
    
    
    
    main line       (65) 6560 0056(Attention : YONG SIEW WAI )
    
    
    
    facsimile       (65) 6565 5301By Local Urgent Mailwebsite       www.jtc.gov.sg
  OFFER OF TENANCY FOR FLATTED FACTORY SPACE
 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 Premises :Private Lot A0958201also known as Unit #01-15/16 (the
Premises) in BLK 1008 TOA PAYOH NORTH(the Building) in
the TOA PAYOH NORTH INDUSTRIAL ESTATE SINGAPORE 318996 as
delineated and edged in red on the plan attached to the Offer.2.2
    
    Term of Tenancy :3 years (the Term) with effect from 1 October
2005(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 
 2.4
    
    Area :Approximately 130.1 square metres(the Area).2.5
    
    Rent :$12.85 per square metre per month(Rent) on the Area, 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 November 2005.2.6
    
    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sRent 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 August 2005 to 30
December 2008 ,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.




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3 
 (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sRent 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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 semiconductor machinery
vibration lab testing (R&D)only 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.




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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-Free Period).
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(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,
  2.12 Loading Capacity:
 (a)
    
    Normal (Ground & Non-ground) Floor Premises :
  (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 01 storey of the Building
PROVIDED THAT any such permitted load shall be evenly distributed.




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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 :
 19 July 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:The carpark for BLK 1008 TOA PAYOH NORTHis currently
managed by WILSON 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:
 32 SULTAN GATE
SINGAPORE 198480
 on your use of the carpark.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.




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Please contact the Facilities Management
Section at Blk 25 Kallang Avenue #05-02 Kallang
Basin Industrial Estate Singapore 339416for their
requirements.9
    
    To guide and assist you, we enclose a
Schedule of Statutory Controlsfor Flatted Factory
Occupants.
 Yours faithfully/s/ Choon Hwai YapChoon Hwai YapINDUSTRIAL DEVELOPMENT (HIGH-RISE) DEPARTMENTINDUSTRIAL PARKS DEVELOPMENT GROUPJTC CORPORATIONDID: 68833436FAX: 68855900Email: yapch@jtc.gov.sg
  [x] Payment Table
    
    [x] GIRO Form(s)
    
    [x] Specimen BG Plan[x] Specimen Acceptance Form
    
    [x] MT No. 27.09[x] Schedule of Statutory Controls (SC2)]




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8 
 PAYMENT TABLE
 PREMISES : PRIVATE LOT A0958201 UNIT #01-15/16 BLK 1008 TOA PAYOH NORTH TOA PAYOH NORTH
INDUSTRIAL ESTATE SINGAPORE 318996
 Amount
    
    
    +5% GSTRent at $12.85per
square metre per
month on 130.1
square metres for
the period 1
October 2005 to 31
October 2005
    
    $
    1671.79
    
    
    
    
    
    
    $
    83.59$2.25per
square metre per
month on 130.1
square metres for
the period 1
October 2005 to 31
October 2005
    
    $
    292.73
    
    
    
    
    
    
    $
    14.64Total Rent
Payable (inclusive
of Service
Charge)
    
    
    
    
    
    $
    1964.52
    
    
    $
    98.23Security
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)
    
    $
    5893.56Less:Equivalent of
two (2) months
Rent and Service
Charge (re
Off-budget Measure
and GIRO)
    
    $
    3929.04
    
    
    $
    1964.52




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9 
 Amount
    
    
    +5% GSTStamp 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.
    
    
    
    
    
    $
    192.00Sub-Total Payable
    
    
    
    
    
    $
    4121.04
    
    
    $
    98.23Add:GST@ 5%
    
    
    
    
    
    $
    98.23Total Payable inclusive of GST
    
    
    
    
    
    $
    4219.27