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Exhibit 10.68
 
 Our Ref
    
    : 2007/1224/0017Date
    
    : 4th April 2007
 TRIO-TECH (MALAYSIA) SDN BHD
 Attention:
Mr. Yong Siew Wai
  RE: BANKING FACILITY
 &
 Lender
    
    : CIMB Bank Berhad (the
Bank/BCB) [13491-P]Formerly known as Bumiputra-Commerce Bank BerhadBorrower
    
    : Trio-Tech (Malaysia) Sdn Bhd (the Borrower/Trio)
 1.
    
    BANKING FACILITY1.1
    
    BANK GUARANTEE-(BG)
 Limit
    
    :
    
    RM300,000.00 (Ringgit Malaysia : Three Hundred
Thousand Only)Tenor
    
    :
    
    Revolving subject to review on expiry of Guarantee.Purpose
    
    :
    
    For the issuance of performance and tender bid
bonds, supplies and financial guarantees favouring
Government, statutory bodies and reputable companies
acceptable to the Bank.Commission
    
    :
    
    0.15% per month or part thereof or a minimum of
RM100.00 per issuance payable upfront and is
non-refundable.Cancellation of BG
    
    :
    
    The original BG is to be returned to the Bank upon
expiry or alternatively, a letter from the
beneficiary informing the Bank that it has no
further claim on the BG will suffice, failing which
a further commission will be charged on a monthly
basis.Additional Commission
    
    :
    
    Where a BG is not returned within a stipulated given
period, additional commission of 0.15% per month
shall be charged from the date of expiry to date of
return or on receipt of notification from the
beneficiaries that the Bank is no longer liable
under the BG. Such commission, which is
non-refundable, shall be charged every 6 months.
 -s- [ILLEGIBLE]  Authorised Signature(s)
 CIMB Bank Berhad
  : (603) 5638 1353 / 5621 3207 (603) 5632




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Event of Claim and Penalty Rate Of Interest
    
    :
    
    In the event of any claim
made under the BG, the Bank is entitled to the right of immediate settlement on demand
and to debit the Borrowers account for the same, failing which the Bank shall charge
interest on such amount at a rate of 3.50% p.a. above the prevailing BLR, such interest to
be calculated from the date of claim until date when payment is received by the Bank.
 2.
    
    SECURITY ARRANGEMENT
 (a)
    
    Pledge of First party Fixed Deposit (FD) registered in the name of Trio-Tech
(Malaysia) Sdn Bhd for RM 300,000 to be place on lien to the Bank with capitalization of interest.
(Registration with CCM is required)(b)
    
    Memorandum of Deposit of Fixed Deposit Receipt and Letter of Authorisation to be
duly executed and stamped.
 3.
    
    LIABILITYNotwithstanding anything to the contrary, in no event will the measure of
damages payable by the Bank include, nor will the Bank be liable for any amount for
loss or income or profit or savings or indirect, incidental, consequential,
exemplary, punitive or special damage of the borrower even if the Bank has been
advised of the possibility of such damages in advance, and all such damages are
expressly disclaimed.
 4.
    
    CONDITIONS PRECEDENT TO UTILISATION OF FACILITY
 a)
    
    Upon submission of the duplicate copy of this Letter of Offer having been duly
accepted and returned to the Bank accompanied by the borrowers Board of Directors Resolution (duly certified by
the companys secretary) authorizing acceptance of the above banking facility together with the terms and
conditions and stating the person or person(s) authorised to sign the Letter of Offer and other related documents
and to operate the facilities from time to time together with their specimen signature(s).b)
    
    Upon completion of all legal documentation and formalities relating to the terms
and conditions to the satisfaction of the Bank.c)
    
    Processing Fee of RM200 upon acceptance of Letter of Offer.
 5.
    
    AVAILABILITY CLAUSEThe facilities are subject to periodic review, usually on annual basis. In
any case, facilities not availed within six months from the date of this Letter of
Offer will be deemed cancelled.
 6.
    
    AFFIRMATIVE COVENANTSBorrower agrees herewith to perform the following throughout the availability of the
said banking facilities.
 (a)
    
    To furnish the Bank with such financial and other information as may from
time to time be required by the Bank.(b)
    
    To provide management account on a monthly basis and audited financial
statements to the Bank within six (6) months of the end of each financial period.
 Authorised Signature(s)


Trio-Tech (Malaysia) Sdn Bhd




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(c)
    
    To inform the Bank within a reasonable time period of any material changes to
borrowers business, which includes a change in the business name, majority ownership,
capital structure and/or reconstruction or merger, which would affect borrowers
business, assets or conditions.
 7.
    
    PRINCIPAL NEGATIVE COVENANTBorrower agrees herewith not to perform the following throughout the tenor of the above
banking facilities without the prior written consent of the Bank :
 (a)
    
    Change in its control, ownership, shareholders, directors or corporate structure
and / or undertake a scheme of reconstruction or merger which would affect the Borrowers business, assets
and / or condition of the above banking facilities.(b)
    
    Execute further legal charge and debenture in relation to borrowing obtained from
financial institutions by the Borrower and/or issue guarantee to financial institutions for borrowings obtained by
subsidiary / associate company or by any third party.
 8.
    
    EVENTS OF DEFAULTThe above facilities and/or the amount outstanding and unpaid including interest shall
become due and immediately repayable if one or more of the following events should occur: -
 (a)
    
    If borrower is unable to pay debts as they become due or a judgement is obtained
against the Borrower by any third party.(b)
    
    If a winding-up petition is presented against borrower or a Receiver or Trustee is
appointed to take possession of the borrowers properties or if execution or any form of action is levied
or taken against any of the borrowers properties.(c)
    
    If borrower is in breach of any of the terms and conditions in this Letter of Offer.
 9. GENERAL TERMS AND CONDITIONS
 (a)
    
    All legal fees, stamping and incidental expenses, if any, shall be borne by borrower.
Any fees, disbursements or expenses incurred in respect of enforcing payment of the monies hereby
secured, or if any monies shall be recovered through any process of law or by employment of solicitor,
shall be borne by borrower.(b)
    
    Borrower expressly covenants with the Bank that during the continuance of the
facilities, permits and consents to the Bank giving information concerning the facility to the Central Bureau,
Bank Negara Malaysia.(c)
    
    Borrower is to maintain a current account with the Bank to which all fees and
related charges for the above facilities may be debited. The Bank shall have the right to debit this account for any
charges and/or expenses incurred in respect of the above facilities.(d)
    
    Borrower authorises the Bank to proceed without prior notice and without prejudice
by right of set-off or counter claim against any assets of borrower in any currency in the possession of the Bank
or any of its affiliates/subsidiaries at any branch or office to the full extent of all amounts payable
to the Bank hereunder.
 Authorised Signature(s)
  Trio-Tech (Malaysia) Sdn Bhd




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(e)
    
    The Bank reserves the right to add, vary, delete or selectively enforce any terms
and/or conditions governing the availability of the banking facilities.
 10.
    
    RIGHT TO WITHDRAWThe facility is extended at the sole discretion of the Bank and are repayable on demand
and will be reviewed, modified or cancelled at the sole discretion of the Bank.11.
    
    CROSS DEFAULT CLAUSE. RIGHT TO REJECT / RECALL AND MISCONDUCTNotwithstanding that the loan application has been approved and duly accepted by
borrower, the Bank retains and absolute right to reject or recall the facility therein
granted to borrower in the event of any fraudulent / blameworthy misconduct of any nature
whatsoever that may be committed by borrower in respect of any other facility/facilities
that is/are presently subsisting with the Bank and enjoyed by borrower, and the aforesaid
contractual relationship shall be immediately terminated.12.
    
    MATERIAL ADVERSE CHANGE CLAUSEThe Bank reserves the right to terminate the facilities in the event of any material
adverse change in the financial condition of the borrower / guarantors, which might affect
its ability to comply with the obligations under the terms and conditions of approval
prior to the first and subsequent availments.BNM has established a Credit Central Bureau to collect information from banks regarding
the credit facilities which they grant too their customers to enable participant banks
(of which the Bank is one), who are approached for credit facilities by a customer, to be
informed by the Bureau of the aggregate facilities granted to that customer by other
banks. This information is kept strictly in confidence between the Bureau and all
participating banks and it is a term of the credit facilities offered herein that
information regarding it shall be given to the Bureau for the use of the Bureau and the
participating banks.The operation of borrowers current account or overdraft facility inter alia is also
subject to the provisions set by Bank Negara Malaysia under Biro Maklumat Cek (BMC),
wherein the Bank reserves the right without notice to close borrowers account after a
total of three (3) incidence of cheque return within 12 months from the date of first
incidence following which a report shall be submitted to Bank Negaras BMC on such closure
of account.Section 62(1) Bank and Financial Institution Act 1989 prohibits the Bank from granting
advances (with limited exception for housing loan) to you if your officers
spouse(s)/parent(s)/ child(ren) is/are in the employment of the Bank or the Banks
subsidiaries.You are to declare if your officers spouse(s)/parent(s)/child(ren) are in the employment
of the Bank. The Bank reserves the right to recall the credit facility in the event you
fail to make the appropriate declaration which leads us to contravene the aforementioned
section of the Act.
 -s- [ILLEGIBLE]Trio-Tech (Malaysia) Sdn Bhd
    4
    Authorised Signature(s)




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signing on every
pagein black ink pen
  CIMB BANK BERHAD
(formerly known as Bumiputra-Commerce Bank Berhad)
Retail Business Centre Wisma Consplant 2, Subang Jaya
 -s- Kuldeep Kaur
    
    -s- Norlida BahariKULDEEP KAUR
    
    NORLIDA BAHARIHead-RBC
    
    Sales Officer-RBC
 ACCEPTANCE
  Authorised Signature(s)
    
    :
    
    -s- [ILLEGIBLE]For and on behalf ofCompanys Rubber Stamp
    
    :
    
    TRIO-TECH (MALAYSIA) SDN. BHD.CO.NO. 103390 VDate
    
    :
    
    10 APR 2007
 -s- [ILLEGIBLE]Trio-Tech (Malaysia) Sdn Bhd
    5
    Authorised Signature(s)