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Exhibit 10.51
 Our ref: JTC(L) 3729/199/VG/mh
    
    
    

(JTC CORPORATION LOGO)31 July 2006TRIO-TECH INTERNATIONAL PTE LTD
1008 TOA PAYOH NORTH
#03-09
SINGAPORE(318996)
    
    
    
    JTC Corporation
The JTC Summit
8 Jurong Town Hall Road
Singapore 609434contactAttn: JALENE NG
    
    BY LUM
    
    centre hotline
    
    1800 568 7000main line
    
    (65) 6560 0056facsimile
    
    (65) 6565 5301Dear Sirs,
    
    
    
    website
    
    www.jtc.gov.sg
 OFFER OF TENANCY OF 1 STORE- ROOM (AREA: 9.4 SQUARE METRES) at LEVEL 3 KNOWN AS
ANCILLARY TO A0618407 AT BLK 1004 #03-06/07 TOA PAYOH NORTH SINGAPORE 318995 (THE 
PREMISES
 1.
    
    We are pleased to offer a tenancy of the Premises subject to the following
covenants, terms and conditions in this letter and in the annexed Memorandum of
Tenancy (the Offer):1.01
    
    Location and Area:The area of 9.4 square metresonly as delineated and edged in the plans attached
hereto known as Private Lot A0618407 (Ancillary) at BLK 1004 #03-06/07 TOA PAYOH
NORTH SINGAPORE 318995.1.02
    
    Term of Tenancy:2 year(s) 6 month(s) 0 day(s) (the Term) with effect from 1 August 2006 (the
Commencement Date).1.03
    
    Tenancy Agreement:Upon due acceptance of the Offer in accordance with paragraph 2, you shall have
entered into a tenancy agreement with us ( the Tenancy) and will be bound by the
covenants, terms and conditions thereof.In the event of any inconsistency or conflict between any covenant, term or
condition of this letter and the Memorandum of Tenancy, the relevant covenant, term
or condition in this letter shall prevail.
 (LOGO)    (LOGO)    (LOGO)




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1.04
    
    Building Rent (Discounted):
 (a)
    
    Building Rent of $9.95 per square metre per month less discount of $0.50per
square metre per month in the event that the said aggregate floor area occupied is at
any time reduced to below 5,000 square metre (when the discount of $0.50 shall be
totally withdrawn) with effect from the date of reduction in the said aggregate floor,
and(b)
    
    Rent Payable of $9.45or so long as the Tenant shall occupy by way of tenancy
an aggregate floor area of 5,000 square metres in the Building or in the various
flatted factories belonging to the Landlord, and
 (Building 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.). The next payment
shall be made on 1 September 2006.1.05
    
    Security Deposit/Bankers Guarantee:For Discounted RentOrdinarily 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 1 August 2006to 30
April 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.
 1.06
    
    Mode of Payment:Except for the payment to be made with your letter of acceptance pursuant to paragraph 2 of
this letter, which payment shall be bynon-cash mode(eg cashiers order, cheque
etc),during the Term, you shall pay Building Rent and GST at prevailing rate by Interbank
GIRO or any other mode to be determined by us.However, pending finalisation for the GIRO arrangement, you shall pay Building Rent and
GST at prevailing rate as they fall due by cheque.1.07
    
    Permitted Use:Subject to clause 1.09, you shall at all times usethe wholeof the Premises for the
purpose of Store-Roomonly and for no other purpose whatsoever.1.08
    
    Preparation and Submission of Plans:
 (a)
    
    No alteration, addition, improvement, erection, installation or interference
to or in the Premises or the fixtures and fittings therein is permitted without our
prior written consent and the approval of the relevant governmental and statutory
authorities. Your attention is drawn to clauses 2.10 to 2.19and 2.34of the
Memorandum of Tenancy.(b)
    
    You shall be required to engage a qualified architect or engineer to prepare
and submit plans showing the layout of all installations including any alterations
and additions which you may wish to make.(c)
    
    Upon due acceptance of the Offer a copy of the floor and elevation plans
(transparencies) will be issued to you to assist in the preparation of the plans
required herein. It is important that you should proceed




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with the preparation and submission of the plans in accordance with the procedures
set out in the attached  Guide.(d)
    
    No work shall commence until the plans have been approved by us and the
relevant governmental and statutory authorities.
 1.09
    
    Final inspection:You shall ensure that final inspection by us of all installations is carried out and our
approval of the same is obtained before any operations in the Premises may be commenced.1.10
    
    Special Conditions:
 (a)
    
    Normal (Ground & Non-ground) Floor PremisesYou shall comply and ensure compliance with the following restrictions:
 (i)
    
    maximum loading capacity of the goods lifts in the Building; and(ii)
    
    maximum floor loading capacity of 15 kiloNewtons per square
metre of the Premises on the storey of the Building PROVIDED THAT any such
permitted load shall be evenly distributed.
 We shall not be liable for any loss or damage that you may suffer from any
subsidence or cracking of the ground floor slabs and aprons of the
Building.(b)
    
    Security of the Premises:You shall be responsible for the security of the Premises at all times during the
Tenancy and shall not hold us responsible or liable in any respect thereto.(c)
    
    Determination of the Tenancy:The Tenancy of the Premises shall be determined at any time either:-
 (i)
    
    at the expiry of three months written notice, as from the date
of the said notice, from us to you; OR(ii)
    
    at the determination ( by expiry or otherwise) of your tenancy
the factory unit (s) known as BLK 1004 #03-06/07 TOA PAYOH NORTH
S(318995) (the Principal Unit/s) in the Building in respect of which the Premises
serves.
 In either event, we shall not be held responsible or liable for any cost, damages,
loss or expense arising therefrom.




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(d)
    
    Third Party Rights:A person (which term includes a body corporate) who is not a party to this Tenancy
shall have no right under the Contracts (Rights of Third Parties) Act (as amended
or revised from time to time) to enforce the covenants, terms or conditions of
this Tenancy.
 1.11
    
    Amendments to the Memorandum of Tenancy:
  2.18
    
    Emergency Lighting:Subject to clauses 2.12, 2.13 and 2.14 of the Memorandum of Tenancy, you shall, if
required by us, install emergency lighting at such locations in the Premises as
may be determined by us.4.02(a)(ii)
    
    on the Tenant by registered or ordinary post to or by leaving or affixing it at the
business address, the Premises or the Principal Unit/s NOTWITHSTANDING THAT it is returned
by the post office undelivered;4.03(a)(ii)
    
    the Tenant by registered post to or by leaving or affixing it at the business
address, the Premises or the Principal Unit/s NOTWITHSTANDING THAT it is returned by the post
office undelivered.
 2.
    
    Mode of Acceptance:The Offer shall lapse if we do not receive the following by 18 August 2006.
    
    Duly signed Letter of Acceptance of all the covenants, terms and conditions in
the Tenancy in the form enclosed in the Appendix 1(Please date as required
in the Appendix 1);
    
    Payment of the sum set out in Appendix 2;3.
    
    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 the
said 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.




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4.
    
    Variation of the Tenancy:This letter and the Memorandum of Tenancy constitute the full terms and conditions
governing the Offer and no terms or representation or otherwise, whether express of
implied, shall form part of the Offer other than what is contained herein. Any variation,
modification, amendment, deletion, addition or otherwise of the terms of the Offer shall
not be enforceable unless agreed by both parties and reduced in writing by us.




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The total amount payable is as follows:
    
    Appendix 2
 Amount
    
    
    
    
    
    GSTBuilding Rentat $9.95
psm per month on 9.4
sqm for the period 1
August 2006 to 31
August 2006
    
    $
    93.53Less:Bulk discount of 5% at
$0.50 psm per month
    
    $
    4.70
    
    
    $
    88.83
    
    
    $
    4.44$
    93.27Depositequivalent to
three (3) months
Building Rent (or
Bankers Guarantee
provided in
accordance with
subparagraph 1.05
above)
    
    $
    266.49Less:Deposit equivalent to
two (2) months
Building Rent
(Off-budget Measure)
    
    $
    177.66
    
    
    $
    88.83Stamp fee payable on
Letter of Acceptance
which will be stamped
by JTC Corporation 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.
    
    
    
    
    
    $
    10.00Total Rent Payable
(inclusive of GST at
prevailing Rate)
    
    
    
    
    
    $
    192.10