**Exhibit 10.36**ORIGINALTrio-Tech (M) Sdn. Bhd.andAmphenol Malaysia Sdn. Bhd.TENANCY AGREEMENT
 

 
This **TENANCY AGREEMENT**is made the FIRST day of DECEMBER, 2003 Between the **TRIO-TECH (M)SDN BHD,**a company incorporated with limited liability under the laws of Malaysia and having itsregistered office at Plot 1A Phase t Bayan Lepas, Free Trade Zone, Pulau Penang, 11900 Penang,Malaysia (hereinafter called “the Landlord”) of the one part and **AMPHENOL MALAYSIA SDN.**BHD, acompany incorporated with limited liability under the laws of Malaysia and having its registeredoffice at No 188 — F, Jalan Sultan AzIan Shah, Sungai Tiram, 11900, Bayan Lepas, Pulau Phang,Malaysia (hereinafter called “the Tenant”) of the other part.**WHEREAS:**The Landlord is the registered owner of the land held under H.S.(D) 19983, Lot No.5840, Mukim 12,South-West District, Pulau Pinang, together with the buildings situated in it and known as FactoryPlot No.1A, Phase 1, Bayan Lepas Free Trade Zone, Jalan Sultan AzIan Shah, 11900 PulauPinang(“Property”).The Property is a factory.The Landlord desires to let and the Tenant desires to take up tenancy of the property (hereinaftercalled “the said Premises”) excluding the building together with the car park lots demarcated andcolored in “Red” (hereinafter called “the Storage Area”) (“hereinafter called the said Premises”),upon the term and conditions hereinafter contained.**THE AGREEMENT WITNESSETH**as follows:1 . **Tenancy**A. The Premises   Subject to the terms and conditions of this agreement and in consideration of thepayment of a deposit referred to in clause 1.4 **(“Deposit”),**the Landlord grants tothe Tenant and — the Tenant takes up tenancy of the said Premises containing anarea of approximately 14,990.25 square feet, which is made up of:-   Main Floor Area 9,740.00 sq. feetAncillary Floor Area 2,250.25 sq. feetOpen — Sided Shed 3,000.00 sq feet     Please see Annex A.B. The Term   The **Term**of the tenancy of the said Premises is for a term of two (2) years,commencing from the **fifteen day of December 2003**or 1 day after receipt of awritten notification from the relevant authorities by the Tenant as hereinagreed(whichever is later) terminating on the **fourteen day of December 2005 or two (2)years after the date of commencement of the tenancy as hereinagreed.**     With First Option: (i) Subject to clause 2.14 hereof to Renew the tenancy at the end of the tenancyhereby created for another two (2) years at a revised rate, based on prevailing marketrates determined by an independent valuer appointed by the Landlord.
 

 
PROVIDED ALWAYS that the Tenant shall have regularly paid the rent hereby reserved andperformed and observed the terms and conditions herein on his part contained. OR, (ii) To Purchase the said Premises, if the Landlord shall desire to sell, during the period of thisTenancy, at a price to be determined upon assessment of the market value of the Property by anindependent valuer appointed by the Landlord.  (iii) Any Valuation so determined by an independent valuer appointed by thelandlord shall be deemed final.C. The Rental   The Tenant yielding and paying therefore during the said term the rent ofMalaysia ringgit sixteen thousand only (RM 16,000) per month from 15th *December*2003 to 14th*December*2005.   To be paid, without any deduction and in advance and without demand on the first day ofeach calendar month of the year, the first of such payments to bemade on the 15th day of *December*2003.D. Deposit   The Tenant shall pay to the Landlord a Deposit equivalent to three (3) months’ rentpayable, on or before the execution of this Agreement or commencement of thesaid term, whichever is the earlier as security against breach of any of theconvenants herein contained or any damages caused to the said Premises.   The Tenant shall pay to the Landlord a Utilities Deposit of RM5,000.00. The utilitiesDeposit will be increased accordingly, should the Tenant’s actual utilities usage, takingthree (3) months average, exceed by 200% of RM5,000.00 excluding the usage of the Landlord.   The Deposit and Utilities Deposit shall unless increased as herein agreed be maintained atthis figure during the said term and shall not be treated as payment of rental for anyperiod.   Subject to clause *45,*the Deposit shall be refund without interest on the termination ofthis tenancy subject however to an appropriate deduction as damages in respect of any suchbreach / damage.**2.** **THE TENANT HEREBY COVENANTS WITH THE LANDLORD AS FOLLOWS:-**2.1 To pay rent in the manner referred to in clause 1 C. 2.2 To pay all utility bills incurred during the said term. The Tenant also undertakes toinstall their own internal meters to record and track the usage of all utilities inconnection on the Tenant’s occupation of the said Premises and furnish a photocopy of suchutility bills to the Landlord on the monthly basis. 2.3 Not to make any structural alterations or additions to the said Premises, without thelandlord’s consent in writing. Any alteration or damage by the Tenant shall be made
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  good upon the termination of this agreement. All alterations must comply with the laws andby-laws set by the Government. 2.4 To keep the said Premises together with the Landlord’s fixtures and fittings, in goodcondition and to yield up the same at the end of the said term (reasonable wear & Oar anddamage by the storm, act of God, war, riot and civil commotion excepted). 2.5 Not to do or permit to be done on the said Premises anything whereby the policy or policiesof insurance against loss or damage by fire thereof may become void or voidable or wherebythe insurance premiums payable thereof may be increased and to reimburse the Landlord in fullin respect of any expenses incurred as a result of breach of this covenant. 2.6 Not to be done anything on the said Premises which in the opinion of the landlord is againstthe permitted usage, embarrassment nuisance or annoyance or caused damage or inconvenience tothe Landlord or to the Tenants, occupiers or lessees of the neighbouring premises or for anyillegal or immoral purposes. 2.7 To permit the Landlord or his agent upon service of a 3 days prior notice to the Tenant toenter upon and to examine the said Premises and the Landlord may serve upon the Tenant noticein writing specifying any repairs necessary to be done Or damages or breaches caused by theTenant only and the Tenant shall forthwith execute the same and if the Tenant shall notwithin seven (7) days after the service of such notice proceed diligently with the executionof such repairs in a workmanlike manner, the Landlord shall be entitled but not obligatory toeffect or cause such repairs and the cost thereof shall be deemed to be debt due from theTenant to the Landlord which such sum can be deducted from the Deposit referred to in clause1D. and or be recovered by legal proceedings. The Tenant shall in such an instance allowhowsoever the Landlord and its workman or agents or servants to enter upon the said Premiseswithout hindrances whatsoever. 2.8 To be responsible for and to indemnify the Landlord against all damages occasioned to thesaid Premises or any part thereof any adjacent of a willful act or negligence or default onthe part of the Tenant or his servants or employees. 2.9 Not to store, permit or suffer to be brought or stored on the said Premises firearms,ammunitions or unlawful goods, gunpowder, saltpeter, kerosene, or any combustible substanceor any goods which in the opinion of the Landlord is of a noxious or dangerous or hazardousnature. 2.10 To insure and keep insured the Tenant’s own goods, machinery and or chattels from loss ordamage by fire up to the full value thereof and to pay all premiums necessary for thepurpose. 2.11 Strictly not to assign, sublet or part with possession of the said Premises or any partthereof without prior written consent of the Landlord. 2.12 At the expiration or sooner determination of the Tenancy hereby created, to peaceably andquietly yield up the said Premises to the Landlord with all the fixtures and fittings foundherein in good and tenantable repair and condition.
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2.13 To permit at all reasonable times the landlord, licencees, visitors, guests, tenants,servants or agents access and/or the right of way through the Said Premises main entrance tothe Storage Area without interruption or interference whatsoever. 2.14 At the written request of the Tenant made not less than two (2) months before the expiry ofthe Term, and if at the time of such request, there shall not be any existing breach or noobservance of any terms and conditions of this Agreement by the Tenant, the Landlord may attheir sole discretion grant the Tenant the first option to continue the Tenancy thereto foranother term as referred to in clause 1 B(i). 3. **THE LANDLORD HEREBY COVENANTS WITH THE TENANT AS FOLLOWS:-** 3.1 To pay all quit rent rates, assessment, taxes and maintenance fees on the said Premiseslevied or to be levied by the Government or Developer or any other local authorities. 3.2 To permit the Tenant to affix and install in the said Premises, at the Tenants own cost,fixtures and fittings and from time to time during the said Term to permit the Tenant todisconnect and remove such fixtures and fittings **PROVIDED ALWAYS**that the Tenant shall makegood and repair any damage to the said Premises. 3.3 To insure and keep insured the said Premises, excluding Tenant own goods, fixtures andfittings against loss and damaged by fire up to the full value thereof and to pay allinsurance premiums necessary for that purposes. 3.4 That the Tenant paying the rent hereinbefore reserved punctually and performing andobserving the terms and conditions on his part herein contained shall peaceably hold andenjoy the said Premises without any interruption by the Landlord or any person lawfullyclaiming through under or in trust for him. 3.5 Upon the expiration of the Tenancy hereby created, to refund to the Tenant without interestthe Deposits referred to in clause 1 D. 3.6 Repair and keep in repair the exterior of the Storage Area all windows and doors enclosingthe same. 3.7 Not to carry or caused to be carried out any renovation to any property adjacent to saidPremises unless prior written consent has been obtained from the Tenant with regard to thenature, extent and design of the proposed renovation, the consent of which shall not beunreasonable withhold. 3.8 Not to block or obstruct the road, easement or passage to the said Premises. 4. **PROVIDED ALWAYS THAT**it is hereby expressly agreed and declared by andbetween the parties as follows:- 4.1 If the rent reserved or any part hereof shall remain in arrears and unpaid for fourteen (14)days after becoming due whether formally demand or not or if there is a breach of any termsand conditions on the part of the Tenant herein contained or if the Tenant shall make anyassignment for the benefit of his creditors or enters into agreement or makes any arrangementwith his creditors by composition or
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** ** otherwise or suffers any distress or attachment or execution to be levied against hisgoods then and in any case it shall be lawful for the landlord to re-enter upon the saidPremises or any part thereof in the name of the whole and thereupon the Tenancy herebycreated shall determine and/or if no re-entry is made to terminate the tenancy hereincreated and the Landlord shall be entitled 0 vacant possession of the said Premiseswhereupon the Tenant shall quit and render vacant possession of the said Premises to theLandlord without prejudice to the Landlord’s rights in respect of any antecedent breach ofand covenant or obligation on the part of the Tenant hereby contained. 4.2 In the event of frustration, whether due to the Act of God, War or acquisition of the saidPremises by the Government actions beyond the control of the Landlord then this Agreementshall automatically become void and be of no further effect and in such caseneither party or whatsoever, save the Landlord shall refund the said Deposit referred to inclause 1 D. 4.3 In the event that the Landlord shall desire to sell the said Premises, theexisting Tenant shall be given first option to purchase as referred to in clause 1B(ii)and thereafter should the Tenant refuse to purchase for whatsoeverreasons, within the time specified by the Landlord then the offer shall be given to anyparties that may meet the price offered. 4.4 The Tenant shall be absolutely responsible for the repairs to any part damaged or anyportion or part of the said Premises including roof caused by breaking in or burglary ortheft at any cause not attributable to the Landlord during the currency of this Tenancyhereby granted. 4.5 In the event the said Premises is destroyed by fire so as or access thereof impossible thanthe rent agreeable to be paid shall be suspended until the said Premises shall be renderedfit for occupation and use or until access thereto may be obtained as the case may be**PROVIDED ALWAYS**that the whole of the said Building is destroyed or damaged by fire than thisagreement shall cease to have any legal effect save the clause for recovery of damage inrespect of breach or breaches of the Tenants covenants and stipulations herein contained. 4.6 No Premature Termination   Both parties shall not terminate the Tenancy herein prior to the expiry of the Term asreferred to in clause 1B.   Should the Tenant unlawfully terminate this agreement before the expiry of the Term, theaforesaid Deposit as stipulated in clause 1D shall be forfeited by the Landlord. 4.7 Notice (i) Any notice under this Agreement shall be in writing.  (ii) Any notice to the Tenant shall be sufficiently served on the Tenant if addressedto the Tenant and left at, or sent to it by registered post to the Tenant’s addressstated in this agreement.
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 (iii) Any notice shall be sufficiently served on the Landlord if addressed to theLandlord and led at or sent to it by registered post to the Landlord’s address statedin this agreement.  (iv) Any notice sent by registered post shall be deemed delivered at the time whenin ought in the course of pot to be delivered at the address to which it is sent.5. Except for the representations made and the terms hereinagreed the Landlord has no knowledge ofthe type of business the Tenant intends to operate within or in the Said Premises and if thereshall be a requirement that the Tenant has to have permission and/or licences from the relevantauthorities prior to the commencement of this tenancy, the Tenant shall at the costs of the Tenantapply to such relevant authorities for their permission or licences and the Landlord shall uponsuch request assist the Tenant to apply for such permission or licences.     PROVIDED ALWAYS the Landlord shall apply if so required to the relevant authorities uponexecution or within 30 days from the date hereof to let the said Premises to the Tenant ashereinagreed except that the Landlord shall not be liable or responsible howsoever to the Tenantif in the event such permission or consent is refused or rejected and the said Premises cannot beletted to the Tenant as hereinagreed. In such an event all monies paid herein to the Landlordshall be refunded free of interest to the Tenant and the Tenant shall immediately upon suchrejection or refusal vacate from the said Premises and thereafter neither party shall have anyother claim whatsoever against the other and this agreement shall become null and void save ifpossession has been rendered to the Tenants, the rights of the Landlord to seek compensation orindemnity, Or any damage and or loss whatsoever caused ‘ by the Tenant’s occupation of the saidPremises. For the purposes aforesaid the parties hereto agree the tenancy herein created shallcommence one (1) day after receipt of a written consent notification Landlord of such permissionor consent by the Tenant.6. This agreement shall be binding on the heirs, executors and administrators,successors in title of the parties hereto. 7. Time is the essence of this Tenancy Agreement. **7.** **Legal Fees and Stamp Duty** 7.1 The Tenant shall pay all fees and expenses in connection with or incidental to thisagreement (including the solicitor’s fee) in connection with the preparation, execution,attempted enforcement or enforcement of this agreement. 7.2 The Tenant shall pay all stamp duty, fees or other charges payable on or incidental to theexecution, issue, delivery and registration of this agreement.
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IN WITNESS WHEREOF the parties hereto have hereunto set their hands and/or sealsthe day and the year first above written.   Signed by:    /s/ Betty AngMiss Betty Ang     Human Resources Manager     For and on behalf of     TRIO-TECH (M) SDN BHD TRIO- TECH (M) SDN BHDCO NO: 105390-V Plot 1A, Phase 1,  Bayan Lepas Free Trade Zone,in the presence of 11900 Penang.  Tel: 643650 (4 lines),  Fax# 6440041 Mr. **Victor Ting**