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Exhibit 10.39
  TRIO -TECH INTERNATIONAL PTE LTDReg. No.: 1976023M
    
    
    1 7 NOV 2004
 8 November 2004
    
    BY:
 
   1.
    
    We refer to your letter of Offer dated 3 November 2004
for the Tenancy and hereby confirm our acceptance of all the covenants, terms and
conditions of the Offer.2.
    
    We are currently on GIRO, thus we enclose herewith a cheque for the amount
of S$2,202.74 and a Bankers/Insurance Guarantee for the amount of
S$1,918.80 (I months rental and service charge) as security deposit as
confirmation of our acceptance.3.
    
    Please be informed that we are taking over the fixtures and
fittings from the existing tenant Geist Communications Pte Ltdin
accordance with Clause 2.13(b) of your letter of offer.
 Name of Authorised signatory
    
    : /s/ Soon Siew KuanDesignation
    
    Director of LogisticsFor and on behalf of: TRIO-TECHINTERNATIONAL PTE LTD In thepresence of:Name of witness:
    
    /s/ Jalene NgNRIC No.
    
    S8237997E
 REGIONAL HEAD OFFICE
    
    1008 Toa Pay6h North #03-09 Singapore 318996
    
    Tel! 62653300
    
    Fax:62596355DISTRIBUTION OFFICE
    
    1008 Toa Payoh North #03-16 Singapore 318996
    
    Tel: 63549700
    
    Fax:62599971TEST & MANUFACTURING.:
    
    1004 Toa Payoh North #07-01 Singapore 318995
    
    Tel: 62540255
    
    Fax:62537060




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SPECIMEN BANKS/FINANCE COMPANYS/INSURANCE COMPANYS GUARANTEE FORM
 GUARANTEE
  
 WHEREAS:
 [TRIO-TECH INTERNATIONAL PTE LTD] of [1008 TOA PAYOH NORTH 03-09 SINGAPORE 318996] (The
Tenant) [UNIT #03-07/08 BLK 1008 TOA PAYOH NORTH TOA
PAYOH NORTH INDUSTRIAL ESTATE SINGAPORE 318996] (the Premises) [3 November 2004] (the Tenancy,
 (the Full Guaranteed Sum)
  [1 October 2004] [29 February 2008] (1he
expiry datel
   [Signature, names and designations of authorised signatories of Bank/Finance
Company/Insurance Company and rubber stamp of Bank/Finance Company/Insurance Company]




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Please quote our reference when replying
Our Ref JTC(L) 3279/199 Temp 10
  November 2004
 JTC CorporationThe JTC SummitTRIO-TECH INTERNATIONAL PTE LTD
    
    8 Jurong Town Hall Road1008 TOA PAYOH NORTH
    
    Singapore 609434contact#03-09
    
    mntr. MWne
    1800 568 7000SINGAPORE(318996)
    
    main he
    6560 0056By Local Urgent Mail
    (65) 6565 5301(Attention: MRS LEE SIEW KUAN
    
    website
    www.jtc.gov.sg
  OFFER OF TENANCY FOR FLATTED FACTORY SPACE
 1
    
    We are phased 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
    
    2.1The Premises:
 Private Lot A0618406also known as Unit #03-07/08(the Premises)
in BLK 1008 TOA PAYOH NORTH      in the TOA
PAYOH NORTH INDUSTRIAL ESTATE SINGAPORE 318996as
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 December 2004
(theCommencement 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  Approximately 164 square metres(the Area).
  (a)
    
    Discounted rate of $9.45 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 dated factories belonging to us;
and(b)
    
    Discounted rate of $165 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 metes in the Building or in the various flatted
factories belonging to us; and(c)
    
    Normal rate of $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 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 (ie: 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 2005.
 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, Cashiers 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.




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3 (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 I you wish to
have a separate GIRO account to meet the aforesaid payments, please complete
the GIRO deduction form enclosed.
  You shall use the Premises for the purpose of manufacturing and assembly of
electronics equipmentonly and for no other purpose whatsoever (the AuthorisedUse).
  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 101 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,
 without prejudice to any other rights and remedies we may have against you
under the Tenancy or at law.




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2.12 Loading Capacity:
 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 03 storey of the Building
PROVIDED THAT any such permitted load shall be evenly
distributed.
 2.13 Take-over of Premises:
 Vacant Possession
 Geist Communications Pte Ltd
 Take-over of Fixtures and Fittings
 Geist Communications Pte Ltd (the Said Installations U)
 (b1)
    
    You shall accept the Premises including the Said
Installations in its condition existing at the Commencement Date or the
acceptance of the keys to the Premises by you, whichever is the earlier
(the ControlDate).(b2)
    
    You shall immediately or within such period as shall
be stipulated in writing by us, at your own cost and expense, ensure that
:
 (b2.1)
    
    the Said Installations have been approved in writing by us and
that plans on the Said Installations have been submitted to and
approved in writing by us;




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(b2.2)
    
    the Said Installations comply fully with all our guidelines and
requirements (through the Building Control Unit), and those of the
relevant governmental and statutory authorities, prevailing at the
Control Date;(03)
    
    such or all of the Said Installations
not approved by us under b2. 1) or which have failed to comply
with (b2.2) are demolished and removed, subject to clauses 2.11,
2.12 and 2.13 of the MT; and
 (b3)
    
    At the termination of the Term, by expiry or
otherwise, you shall remove the Said Installations, and reinstate the
Premises in accordance with clause 2.22 of the MT.
 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 :
 (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 AcceptanceThe Offer shall lapse if we do not receive the following by 12 November 2004:
 (a)
    
    Duly signed letter of acceptance (in duplicate)of the Offer, in the form
set out in the Letter of Acceptanceattached (Please date as required in
your letter of acceptance)(b)
    
    Payment of the sum set out in the Payment Tableattached.(c)
    
    Duly completed GIRO authorization form.
 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 Apse 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 PeriodAs 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.




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7
    
    Car-Parking SchemeThe carpark for BLK 1008 TOA PAYOH NORTHis currently managed by P-PARKING INTERNATIONAL
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
 736B GEYLANG ROAD
SINGAPORE 389647
Tel: 67494119
Fax: 67493689
  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 mith the requirements of our Faclities
Management Section, Operations Support Department of our Customer Services Group,for
endorsement before an application is made to SP Services Ltd to open in account for
electricity connection.Phase contact the Facilities Management Section at BIk 25 Kallang Avenue #05-02 Kallang
Basin Industrial Estate Singapore 339416for their requirements.




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9
    
    To guide and assist you, We endose a Schedule of Statutory Controlsfor
Flatted Factory Occupants.
  : /s/ Ginny P L Lam       lamplg@jtc.gov.sg
  þ þ  þ þ  þ




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PAYMENT TABLE
PREMISES: PRIVATE LOT A0618406 UNIT #03-07108 BLK1008TOA
PAYOH NORTH TOA PAYOH NORTH INDUSTRIAL ESTATE SINGAPORE
318996
 Amount +5% GSTRent at $9.45per square
metre per month on 164
square metres for the period I
December 2004 to 31
December 2004
    
    $
    1549.8O
    
    
    
    
    
    
    $
    77.49$215 per square metre per
month on 164 square metres
for the period I December
2004 to 31 December 2004
    
    $
    369.00
    
    
    
    
    
    
    $
    18.45Total Rent
Payable (inclusive & Service Charge)
    
    
    
    
    
    $
    1918.80
    
    
    $
    95.94Security 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)
    
    $
    5756.40Less.
Equivalent of two (2) months
Rent and Service Charge (re
Off-budget Measure and GIRO)
    
    $
    3837.60
    
    
    $
    1918.80




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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.
    
    
    
    
    
    $
    188.00Sub-Total Payable
    
    
    
    
    
    $
    4025.60
    
    
    $
    95.94Add. GST @ 5 %
    
    
    
    
    
    $
    95.94Total Payable inclusive of GST
    
    
    
    
    
    $
    4121.54