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1 Exhibit 10.45Please quote our reference when replying 
Our Ref: JTC(L) 3729/199 Temp 10
    
    
    
    (JTC LOGO)10 March 2006TRIO-TECH INTERNATIONAL PTE LTD
1008 TOA PAYOH NORTH#03-09SINGAPORE(318996)
    
    
    
    JTC Corporation
The JTC Summit
8 Jurong Town Hall Road
Singapore 609434contactcentre hotline
    
    1800 568 7000main line
    
    (65) 6560 0056By Local Urgent Mail facsimile
    
    (65) 6565 5301(Attention : LEE-SOON SIEW KUAN)
    
    
    
    website
    
    www.jtc.gov.sg
  OFFER OF TENANCY FOR FLATTED FACTORY SPACE
 1
    (a)
    
    We refer to your application to reserve the Premises using Express
Lane Application Programme (ELAP) submitted on 9 March 2006and
accorded the Application number: A0618408(the Application)
which was approved by us on 10 March 2006.
 (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 A0618408also known as Unit #04-05/06/07(the Premises)
in BLK 1004 TOA PAYOH NORTH(the Building) in the TOA PAYOH NORTH
INDUSTRIAL ESTATE SINGAPORE 318995
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 14 May 2006
(the Commencement Date).
 (PEOPLE DEELOPER LOGO)
    
    (INNOVATION CLASS LOGO)
    
    (QUALITY CLASS LOGO)




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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 272.1 square metres(the Area).
 2.5
    
    Rent :
 (a)
    
    Discounted rate of Dollars $8.88per 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 Dollars $9.07per 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 Dollars $9.35per square metre per month on the Area, in the
event that the said aggregate floor area occupied is at any time reduced to below
          1,000square 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 June
2006.




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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, 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 from
14 March 2006 to 13 August 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 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.




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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 (at the normal
or discounted rate, as the case may be) 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 (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).(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.
 2.9
    
    Authorised Use :You shall use the Premises for the purpose of semiconductor testing and assembly for
printed circuit boards and related electronics devicesonly 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 10 kiloNewtons per square metre
of the Premises on the 04 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 :
 13 March 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.(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 1004 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




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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 339416for their requirements.9
    
    To guide and assist you, we enclose a Schedule of Statutory Controls for Flatted, Ramp-Up and
Stack-Up Factory Customers.
  /s/ Ginny PILLAM (Ms)
 : 68833388  : 68855900  lamplg@jtc.gov.sg
  þ þ þ  þ þ  þ




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/07
 Amount
    
    
    +5% GSTRent at $8.88 per square metre
per month on 272.1 square
metres for the period 14 May
2006 to 13 June 2006
    
    $
    2416.25
    
    
    
    
    
    
    $
    120.81$2.25 per square metre per
month on 272.1 square metres
for the period 14 May 2006 to
13 June 2006
    
    $
    612.23
    
    
    
    
    
    
    $
    30.61Total Rent Payable (inclusive
of Service Charge)
    
    
    
    
    
    $
    3028.48
    
    
    $
    151.42Security 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)
    
    $
    9085.44Less:Equivalent of two (2) months
Rent and Service Charge (re Off-budget Measure and
GIRO)
    
    $
    6056.96
    
    
    $
    3028.48




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Stamp fee payable 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.
    
    $
    294.00Sub-Total Payable
    
    $
    6350.96
    
    
    $
    151.42Add: GST@ 5%
    
    $
    151.42Total Payable inclusive of GST
    
    $
    6502.38