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Exhibit 10.54




(JTC CORPORATION LOGO)Please quote our reference when replying
Our Ref : JTC(L) 3729/199


11 October 2006


TRIO-TECH INTERNATIONAL PTE LTD1008 TOA PAYOH NORTH
    
    JTC Corporation#03-09
    
    The JTC SummitSINGAPORE(318996)
    
    8 Jurong Town Hall RoadSingapore 609434


By Local Urgent Mail
    
    contactcentre hotline
    
    1800 568 7000(Attention : JALENE NG )
    
    
    
    main line
    
    (65) 6560 0056facsimile
    
    (65) 6565 5301Dear Sirs,
    
    
    
    website
    
    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 :


A0618415 #04-08 /09 /10 the Premises BLK 1004 TOA PAYOH NORTH the
Building TOA PAYOH NORTH INDUSTRIAL ESTATE SINGAPORE 318995
as


2.2
    
    Term of Tenancy :3 years 0 months (the Term) with effect from 16
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 :Approximately 274.9 square metres(the Area).2.5
    
    Rent:


(a)
    
    Discounted rate of $8.88 per 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 to 9,999 square metres in the Building or in the various
flatted factories belonging to us; and(b)
    
    Discounted rate of $9.07 per square metre per month on the
Area, in the event that the said aggregate floor area occupied is at any time
reduced to between 1,000 to 4,999 square metres in the Building or in the
various flatted factories belonging to us; and(c)
    
    Normal rate of $9.35 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 1,000 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withdrawn) with effect from the date of reduction in the said aggregate floor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 January 2007.


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.









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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 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sRent (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 from16 October 2006
to 15 March 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 Rent 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sRent (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Rent and Service Charge, so that the Security Deposit shall at all
times be equal to three (3) months 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).









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(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)
    
    You have an existing account with us from which we shall
deduct the aforesaid payments. You are therefore not required to submit a
duly completed GIRO form as part of the Mode of Due Acceptance. But if you
wish to have a separate GIRO account to meet the aforesaid payments, please
complete the GIRO deduction form enclosed.(d)
    
    However, pending finalisation for the GIRO arrangement, you
shall pay Rent, Service Charge and GST as they fall due by cheque or Cashiers
Order.


2.9
    
    Authorised Use :You shall use the Premises for the purpose of MANUFACTURE OF SEMICONDUCTOR
ASSEMBLY AND TESTING EQUIPMENT.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.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 before 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,









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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 10 kilo
Newtons per square metre of the Premises on the 04storey 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.









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3
    
    Mode of Due Acceptance :The Offer shall lapse if we do not receive the following by
13 October 2006:


(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.


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 1004 TOA PAYOH NORTH is 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 Tel: 6262 1237


on your use of the carpark.









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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 339416
for their requirements.9
    
    To guide and assist you, we enclose a Schedule of Statutory Controls for Flatted,
Ramp-up and Stack-up Factory Customers.







Cheng Su Ting     : 68833419  : 68855899  : suting@jtc.gov.sg




þ
    
    Payment Table
    
    þ GIRO Form(s)
    
    þ Specimen BG Planþ
    
    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 A0618415 UNIT #04-08 /09 /10 BLK 1004 TOA PAYOH NORTH TOA
PAYOH NORTH INDUSTRIAL ESTATE SINGAPORE 318996


Amount
    
    +5% GSTRent at $8.88 per square
metre per month on 274.9 square
metres for the period 16 December
2006 to 15 January 2007
    
    $
    2441.11
    
    
    
    
    
    
    $
    122.06$2.25 per square metre per
month on 274.9 square metres for
the period 16 December 2006 to 15
January 2007
    
    $
    618.53
    
    
    
    
    
    
    $
    30.93Total Rent Payable (inclusive
of Service Charge)
    
    
    
    
    
    $
    3059.64
    
    
    $
    152.99Security Deposit equivalent
to three (3) months Rent and
Service Charge (in cash or
Bankers Guarantee provided in
accordance with Clause 2.7 of this
letter)
    
    $
    9178.92Less:Equivalent of two (2) months
Rent and Service Charge (re GIRO)
    
    $
    6119.28
    
    
    $
    3059.64Stamp fee payable on Letter
of Acceptance (which we will stamp
on your behalf)
    
    
    
    
    
    $
    296.00Note: 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.Sub-Total Payable
    
    
    
    
    
    $
    6415.28
    
    
    $
    152.99Add: GST @ 5 %
    
    
    
    
    
    $
    152.99Total Payable inclusive of GST
    
    
    
    
    
    $
    6568.27