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Exhibit 10.37
   
  
  
 Prepared by:     MMOA    68100 KUALA  03-61862616 -




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MALAYSIAN INDUSTRIAL ESTATES BERHAD (No.
 THE TENANT
 WHEREAS
 WHEREBY IT IS HEREBY AGREEDas follows:-1.
    
    GRANT OF TENANCY1.1
    
    Grant of TenancyThe Landlord lets and the Tenant takes a tenancy of the said Premises for a term which is
stipulated in Section 4 of Schedule A commencing from the date stated in Section 5 of
Schedule A at the monthly rental specified in Section 6 of Schedule A payable monthly in
advance on or before the first day of each calendar month and the first payment to be made
on or before the date specified in Section 7 of Schedule A.2.
    
    SECURITY DEPOSIT2.1
    
    Security DepositThe Tenant shall upon execution of this Agreement pay the Landlord a sum equivalent to
three (3) months rental specified in Section 8 of Schedule A hereto as security deposit for
the due observance and performance by the Tenant, of the stipulations, terms and conditions
of this Agreement. The said deposit shall be maintained at this figure during the term of
this tenancy and shall not be deemed to treated as payment of rent except that the Landlord
shall at its absolute discretion on the expiry of this tenancy or sooner determination of
this tenancy due to any breach of any of the provisions of this Agreement by the Tenant
deduct whatsoever sum from the security deposit that may be due to the Landlord including
but not limited to the following:




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[a]
    
    all costs and expenses incurred in making good any damage to the said Premises and for any repairs or replacements or damaged or lost fixtures belonging to the Landlord;[b]
    
    any legal fee or administrative charges and disbursements due from and
payable by the Tenant;[c]
    
    any charges as stipulated in Clause 3.1.2, 3.1.5 and 3.1.12 herein contained;[d]
    
    any interest on delayed payments owing by the Tenant;[e]
    
    any outstanding rental owing by the Tenant;
 and to return the balance (if any) free of interest to the Tenant PROVIDED ALWAYS it is
hereby agreed that any deductions made by the Landlord -from the security deposit shall
not prejudice the Landlords claim against the Tenant for any breach of this Agreement.3.
    
    TENANTSCOVENANTS3.1
    
    Tenants CovenantsThe Tenant hereby covenants with the Landlord as follows:-
 3.1.1
    
    Payment of RentTo pay the rent hereby reserved on the days and in the manner aforesaid.3.1.2
    
    Increased OutgoingsIn the event that the assessments, quit rent, rates, taxes, property tax or
other imposition of a like nature by whatever name called levied in respect
of the said land and/or building thereon shall be increased over the amount
payable during the term hereby created (whether such increase is by way of
increase in the annual value or by way of increase in the rate of
assessment) to pay the excess relating to the said land and/or building
thereon.3.1.3
    
    Prohibition of Use
 [a]
    
    To use and occupy the said Premises solely for the purpose
approved by the Landlord.[b]
    
    Not to carry on or permit or suffer to be carried on upon the said
Premises any trade of a noxious or offensive nature and not to
permit or suffer the said Premises to be used as the residence




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3.1.4
    
    Utility Charges
 [a]
    
    To pay all charges in respect of water, including Indah Water
charges, electricity, conservancy and other facility, -service charges and
outgoings whatsoever which now are or at any time hereafter during the said term
may be imposed or charged upon or in respect of the said Premises or any part
thereof or for which the Tenant is liable.[b]
    
    To pay the minimum monthly contribution for electricity charges
and/or any other charges imposed by Tenaga Nasional Berhad.
 3.1.5
    
    Alterations and AdditionsNot to make any additions or alterations to the said Premises or any part thereof or
damage cut or alter any of the walls, ceilings, partitions, timber floors, electrical
wiring or plumbing or the Landlords scheme of decoration ofthe said
Premises without the Landlords previous consent in writing and the approvals (if
necessary) of the Appropriate Authorities and in the event of such consent and
approvals being obtained, to carry out the work at the Tenants own expense with such
materials and in such manner and at such times as shall be designated by the Landlord
PROVIDED ALWAYS that any increase in the charges in respect of assessment,
quit rent, rates, taxes, property tax or other impositions due to the alterations and
extensions made to the said Premises shall be borne by the Tenant. Further, upon the
determination of the term hereby created the Tenant shall restore the said Premises to
their original state and condition at the expense ofthe Tenant and if
the Tenant fails to restore the said Premises to its original condition, the
Landlord shall have the right to do and charge to the Tenant the costs thereby
incurred and to claim from the Tenant as debt due from the Tenant to the Landlord.3.1.6
    
    Upkeep of PremisesTo keep the exterior and interior of the said Premises and all parts thereof
including all fixtures and fittings therein in good and tenantable repair and to keep
all closets, sinks, interior pipes, windows, door, locks, bolts and fastening in good
and tenantable repair and proper working order and to replace or repair the same if
broken, damaged or destroyed by the Tenant, its agent, workmen and others lawfully on
the said Premises and to replace all broken glass forthwith and so leave the same at
the end of the tenancy, fair wear and tear excepted.miel




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3.1.7
    
    Not to Assign or Sub-LetNot to assign, sub-let, share or part with the possession of the said Premises or
any part thereof.3.1.8
    
    NuisanceNot to do or permit to be done upon the said Premises any act or thing which is or
may be an annoyance or a nuisance to the Landlord or the occupiers of any
neighbouring or adjoining property.3.1.9
    
    StorageNot to keep or permit to be kept on the said Premises or any part thereof any
materials of a dangerous or explosive nature the keeping of which may contravene
and/or be a breach any local statutes or regulations whereby the Landlord may be
exposed to penalty, fine or forfeiture or in respect of which an increased rate of
insurance may be required or the policy in respect of which may become void and
voidable.3.1.10
    
    InstallationNot without the previous consent in writing of the Landlord install or erect upon or
affix to the said Premises any permanent fixtures, machinery or apparatus and such
consent not to be unreasonably withheld PROVIDED ALWAYS that the Tenant shall
indemnify the Landlord against any loss or damage caused thereby.3.1.11
    
    IndemnityThat the Tenant shall indemnify and keep indemnified the Landlord from and against:-
 [a]
    
    All claims, demands, writs, summons, actions, suits, proceedings, judgments, orders, decrees,
damages, costs, losses and expenses of any nature whatsoever which the Landlord may suffer or
incur in connection with loss of life, personal injury and/or damage to property arising from or
out of any occurrence in, upon or at the said Premises or any part thereof by reason of any act or
omission of the Tenant or of any of the Tenants employees, independent contractors, agents,
invitees or licensees; and[b]
    
    All loss and damage to the said Premises, and to all property therein caused directly or
indirectly by the Tenant or the Tenants employees, independent contractors,




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3.1.12
    
    Insurance
 [a]
    
    Not to do or permit or suffer to be done any act or omission
which may render any increased or extra premium payable
by the Landlord for the insurance of the said Premises or
any part thereof or which may make void or voidable any
such insurance and to repay the Landlord on demand all
such increased insurance premium and to comply in all
respects with the requirements of the insurers with which the
said Premises may for the time being be insured and
forthwith on demand to make good to the Landlord all losses
or damages sustained by the Landlord consequent upon any
breach of this provision.[b]
    
    At its own cost and expense to insure and keep insured all
its goods and properties in the said Premises.
 3.1.13
    
    RubbishNot to deposit or permit to be deposited any rubbish or refuse on any part of the said Premises.3.1.14
    
    Compliance with Law
 [a]
    
    To comply with all by-laws, rules, regulations or orders of the
Department of Environment and the relevant Local
Authority/Town Council, State or Federal Government
affecting the said Premises having power in that behalf and
which are now in force or which may hereafter be enacted
and also comply with all the requirements of the Jabatan
Bomba including the installation of additional fire fighting
apparatus and will at all times hereafter indemnify the
Landlord and keep the Landlord indemnified against all
claims, demands, actions, proceedings, costs and expenses
in respect of such any act, matter or thing done or omitted to
be done in contravention of the said provisions.[b]
    
    To comply at all times during the said term with all statutory
requirements for ensuring the health safety and welfare of
the persons using or employed in or about the said Premises
or any part thereof.
 miel




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3.1.15
    
    Prohibition of PollutionNot to allow any dangerous, poisonous or objectionable effluent to be discharged into
the drains or sewers of the said Premises and to take all such measures and
precautions as may be necessary to ensure that any effluent so discharged will:-
 [a]
    
    not be corrosive or otherwise harmful to the said drains or sewers; or[b]
    
    not cause any obstruction or deposit therein; or[c]
    
    not entail any ecological pollution.
 3.1.16
    
    Inspection by LandlordTo permit the Landlord or its agents with or without workmen and others at least twice
a year at reasonable times to enter upon and to examine the condition of the said
Premises and thereupon the Landlord may serve upon the Tenant a notice in writing
specifying any repairs necessary to be done and require the Tenant forthwith to
execute the same and if the Tenant shall not within twenty-one (21) days after the.
service of such notice proceed diligently with the execution of such repairs then to
permit the Landlord or its agents or workmen to enter upon the said Premises and
execute such repairs and the costs thereof shall be a debt due from the Tenant to the
Landlord and be forthwith recoverable by the Landlord.3.1.17
    
    Floor LoadingNot to load the floors of the said Premises in excess of the load stated in Section 3
of Schedule A and to make good to the Landlord any damage owing to such overloading
and to provide stronger foundations at the Tenants cost should there be any
requirement in excess of the capacity herein mentioned. The Landlord will not be
liable for any damage caused as a result of3.1.18
    
    Determination of Tenancy[a] At the expiration or sooner determination of the term hereby created to yield the said
Premises with the fixtures thereto
(other than such Tenants trade fixtures as shall belong to the
Tenant unless required by the Landlord to be removed), in
good and tenantable repair and condition (fair wear and tear
excepted) to the Landlord together with all the keys to the




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[b]
    
    If the Tenant fails to vacate the said Premises or to remove
its fixtures and partitions or reinstate in accordance with
Clause 3.1.18[al hereof the Tenant shall pay to the Landlord,
as agreed liquidated damages, a sum of money equivalent
to two (2) months rental for every month that it failed to
vacate and without prejudice to the foregoing it shall be
lawful for the Landlord, its servants or agents to remove the
fixtures and partitions on the Tenants behalf, repair all
damages and breakage caused by the Tenant and reinstate
the said Premises to a standard satisfactory to the Landlord
and all costs of such work shall be a debt due from the
Tenant to the Landlord and shall forthwith be recoverable by
the Landlord from the Tenant. The payment of agreed
liquidated damages shall not in any way be construed as
payment of rent to the Landlord and the Landlord reserves
the right to recover the said Premises by court action.
 4.
    
    LANDLORDS COVENANTS4.1
    
    Landlords CovenantsThe Landlord hereby covenants with the Tenant as follows:-
 4.1.1
    
    Quit Rent and AssessmentTo pay but subject to Clauses 3.1.2 and 3.1.5 all quit rent and property
assessment charges for the said Premises.4.1.2
    
    InsuranceTo keep insured the said Premises at all times throughout the tenancy against
loss or damage by fire, strike, malicious act, explosion, storm, tempest, tool
aircraft or anything dropped therefrom, riot and civil commotion and to expend
all moneys received. by virtue of such. insurance in rebuilding and
reinstating the




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4.1.3
    
    Quiet EnjoymentThat the Tenant paying the rent hereby reserved and observing performing
the several covenants and stipulations on its part herein contained shall
peacefully hold and enjoy the said Premises during such term without any
interruption by the Landlord or any other person rightfully claiming under
or in trust for it.4.1.4
    
    MaintenanceTo maintain and keep the main structure, walls, floors, roofs and drains of
the said Premises in good and tenantable repair and condition throughout
the term hereby created PROVIDED ALWAYS that the Tenant shall
be liable for any damage caused by the negligence of the Tenant its agents,
workmen and others lawfully on the said Premises.
 5.
    
    REPRESENTATIONS AND WARRANTIES BY TENANT5.1
    
    Representations and Warranties by TenantThe Tenant represents and warrant to the Landlord as follows[a] that the Tenant is a company duly incorporated under the laws of Malaysia and has full
legal right, authority and power to enter into and bind
itself by this Agreement; all appropriate and necessary actions have been
taken to authorise the execution of this Agreement and the execution and
delivery thereof does not exceed the power and authority of the officers
executing the same; and[b] the Tenant has obtained (or will obtain by the date of commencement
of the tenancy herein) all the necessary licences, approvals, permits and consents from all
relevant regulatory, licensing, local and other appropriate
authorities to operate on the said Premises and to carry on the business in
the way the Tenant intends to conduct its business.6.
    
    FORFEITURE6.1
    
    Forfeituremiel




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[b]
    
    the rent hereby reserved or any pat thereof shall at any time be unpaid for fifteen (15)
days after becoming due and payable whether formally demanded or not or[c]
    
    the Tenant ceases to occupy the said Premises;[d]
    
    the Tenant, being an individual, commits an act of bankruptcy;[e]
    
    the Tenant, being a company:
 (i)
    
    enters into liquidation whether compulsory or voluntary (but not
if the liquidation is for amalgamation or reconstruction of a solvent company);
or(ii)
    
    has a receiver appointed;
 [f]
    
    the Tenant enters into an arrangement for the benefit of its creditors; or[g]
    
    the Tenant has any distress or execution levied upon its goods;[h]
    
    the Tenant, being an individual shall die;
 then it shall be lawful for the Landlord at any time to serve a forfeiture notice upon the
Tenant pursuant to Section 235 of the National Land Code 1965 and it is hereby agreed that
a reasonable time in which to remedy the breach of the subject matter of the said
forfeiture notice shall be fourteen (14) days and on the expiration of the period specified
in the said forfeiture notice without the breach complained of having been remedied, the
Landlord shall forthwith be at liberty to re-enter upon the said Premises (or any pad
thereof in be name of be whole) at any time and thereupon this tenancy shall absolutely
determine but strictly without prejudice to the right of action of the Landlord in respect
of any antecedent breach of the Tenants covenant contained herein.7.
    
    PAYMENT WITHOUT DEDUCTIONS7.1
    
    Payment without deductionsAll payments to be made by the Tenant to the Landlord hereunder shall be made in full and
without any set-off, counterclaim or merger or combination of accounts whatsoever and
shall be free and clear of and without deduction for, any taxes, levies, imposts, dudes,
charges, fees, deductions or withholding of any nature now or hereafter imposed by any
competent governmental or other authority.




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8.
    
    INTEREST ON LATE PAYMENT8.1
    
    Interest on Late Payment
 [a]
    
    In addition to and without prejudice to the powers rights and remedies by this
Agreement conferred, if the Tenant shall default in the payment seven (7) days after
the due date of the said rent or other moneys herein covenanted to be paid the Tenant
shall pay to the Landlord interest at the rate of ten percentum (10%) per annum on the
rent or any other sum at that time in arrears calculated from the date of such default
until the date of full payment of the said rent or such other moneys in arrears.[b]
    
    Interest at the aforesaid rate shall be chargeable as well after as before
judgment and shall be payable as of right within the meaning of Section 11 (b) of the
Civil Laws Act, 1956, and shall constitute the rate otherwise agreed between parties
within the meaning of Section 16(i) of the Courts of Judicature Act 1964.
 9.
    
    REMOVAL OF TENANTS PROPERTY9.1
    
    Removal of Tenants PropertyIf after the Tenant has vacated the said Premises on the expiry of the term and any
property of the Tenant remains in or on the said Premises and the Tenant fails to remove
it within seven (7) days after being requested in writing by the Landlord to do so or
after using its best endeavours the Landlord is unable to make such a request to the
Tenant within fourteen (14) days from the first attempt so made by the Landlord:-
 [a]
    
    the Landlord may as the agent of the Tenant sell such property and the Tenant
will indemnify the Landlord against any liability incurred by it to any third party
whose property shall have been sold by the Landlord in the mistaken belief held in
good faith (which shall be presumed unless the contrary be proved) that such property
belongs to the Tenant;[b]
    
    if the Landlord having made reasonable efforts is unable to locate the Tenant
the Landlord shall be entitled to retain such proceeds of sale absolutely unless the
Tenant shall claim them within three (3) months of the date upon which the Tenant
vacated the said Premises;[c]
    
    the Tenant shall indemnify the Landlord against any damage occasioned to the
said Premises and any actions claims proceedings costs expenses and demands made
against the Landlord caused or related to the presence of the property in or on the
said Premises.




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10.
    
    CLAIM BY TENANT10.1
    
    No Claim by TenantNotwithstanding anything herein contained the Landlord shall not be liable to the Tenant,
nor shall the Tenant have any claim against the Landlord in respect of:-
 [a]
    
    any interruption in any of the services hereinbefore mentioned by reason of
any repair or maintenance of any installations or apparatus or damage
thereto or destruction thereof by fire, water, riot, act of God or other cause
beyond the Landlords control or by reason of mechanical or other defect or
breakdown or other inclement conditions or shortage of manpower, fuel,
material, electricity or water or by reason of labour disputes;[b]
    
    any act, omission, default, misconduct or negligence of any party including
the Landlord in or about the performance or purported performance of any
duty relating to the provision of the said services or any of them;[c]
    
    any damage, injury or loss arising out of the leakage of the piping and wiring
in the said Premises and/or structure of the said Premises.
 11.
    
    DAMAGE TO THE PREMISES11.1
    
    Damage to the Premises
 [a]
    
    If the said Premises shall be partially destroyed or damaged by fire, strike,
malicious acts, explosion, storm, tempest, flood, aircraft or anything dropped
therefrom riot or civil commotion (except where such destruction or damage
has been caused by the fault or negligence of the Tenant) so as to be unfit
for use, the Landlord shall repair, restore and rebuild the said Premises to
substantially its former condition at the Landlords expense and the rent shall
be reduced proportionately until the said Premises have been repaired,
restored or rebuilt. If the Landlord shall fail to commence such repairs,
restorations or reconstructions within ninety (90) days of such partial
destruction or damage, then the Tenant may (but shall not be obliged to) with
the consent of the Landlord make such repairs, restorations or
reconstructions and the Landlord shall reimburse the Tenant for the cost
thereof within fifteen (15) days from the production by the Tenant of the
relevant receipts of payment.[b]
    
    If the said Premises shall be completely or substantially destroyed by fire,
strike, malicious acts, explosion, storm, tempest, flood, aircraft or anything
dropped therefrom, riot and civil commotion (except where such destruction
or damage has been caused by the fault or negligence of the Tenant) so as
to be wholly unfit to use, then either party may by written notice to the other
within ninety (90) days thereafter elect to terminate this tenancy such




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12.
    
    OPTION TO RENEW12.1
    
    Option to RenewThe Landlord may on the written request of the Tenant made six (6) calendar months before
the expiration of the term hereby created and if there shall not at the time of such
request be any existing breach or non-observance of any of the covenants on the part of
the Tenant herein contained, at the expense of the Tenant grant to the Tenant a further
term of two (2) years from the date of the expiration of the term hereby created at a
revised rental to be mutually agreed between the parties hereto but otherwise containing
the like covenants and provisos contained herein or any other covenants and provisos
imposed by the Landlord for renewal PROVIDED ALWAYS that two (2) weeks prior to
the commencement of the renewed term the Tenant shall forthwith forward to the Landlord
the additional security deposit failing which this option shall lapse and the Landlord
shall be at liberty to grant a tenancy of the said Premises to any party without having to
account to the Tenant whatsoever.13.
    
    PREMATURE TERMINATION BY TENANT13.1
    
    Termination before ExpiryIf the Tenant shall determine this Agreement before the expiration of the tenancy hereby
created, the Tenant shall pay to the Landlord a sum of money equivalent to the total sum
of the monthly rental for the unexpired term of the tenancy hereby created by way of
agreed liquidated damages.14.
    
    NOTICE14.1
    
    NoticeAny notice under this Agreement shall be in writing. Any notice to the Tenant or the
Landlord shall be sufficiently served if sent to it by registered post or left at the
registered office in accordance with Section 350 of the Companies Act 1965 or to the
address of the Tenant or Landlord provided herein.
  12




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15.
    
    WAIVER OR INDULGENCE15.1
    
    Waiver or IndulgenceAny indulgence given by the Landlord shall not constitute a waiver of or prejudice the
Landlords rights contained in this Agreement.16.
    
    TIME16.1
    
    TimeTime wherever mentioned in this Agreement shall be of the essence of this Agreement.17.
    
    STAMP DUTY AND SOLICITORS COST17.1
    
    Stamp Duty and Solicitors Cost
 [a]
    
    The costs and expenses of and incidental to this Agreement including stamp
duty shall be borne and paid by the Tenant.[b]
    
    If the said Premises or rental or any other money due to the Landlord herein
shall be required to be recovered through any process of law or be placed in
the hands of solicitors or other agent for collection the Tenant shalI pay all
fees and expenses incurred by the Landlord in respect of such recovery or
collection on a full indemnity basis including the fees and expenses of the
Landlords solicitors on a solicitor and own client basis.
 18.
    
    INVALIDITY OF ANY PROVISION18.1
    
    Invalidity of Any ProvisionAny provisions of this Agreement which is invalid, unenforceable or prohibited shall not
effect the validity or enforceability of the remaining provisions of this Agreement.19.
    
    INTERPRETATION19.1
    
    InterpretationIn this Agreement where the context so admits the expression Landlord and Tenant
include the respective successors in title and assigns of the parties hereto and words
denoting the singular number only shall include plural and vice versa and words denoting
persons shall include corporation and partnership and vice versa and all words importing
the masculine gender shall be deemed to include the feminine and neuter genders and vice
versa. Reference to Clause and Schedules are to be construed as references to Clause and
Schedule of this Agreement.
 13




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21
    
    PROPER LAW20.l
    
    Proper LawThis Agreement shall be governed by and construed in all respects in accordance with the
Laws of Malaysia.21.
    
    SCHEDULE21.1
    
    ScheduleThe Schedules annexed hereto shall be read and construed as an essential part of this
Agreement.
 IN WITNESS WHEREOF
 SIGNED for and on behalf of the
LandlordMALAYSIAN INDUSTRIAL ESTATESBERHADby Us Attorney in the presence of:-:/s/ Azmi Bin Tambi ChikMALAYSIAN INDUSTRIAL ESTATES BERHAD
    
    P. A. Registration No. 44844/97




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SECTION
    
    ITEM
    
    PARTICULARS1
    
    Date of this Agreement
    
    The day of 6 DEC 20042
    
    Name of the Tenant
    
    TRIO-TECH (MALAYSIA) SDN. BHD.(Company No. 105390-V)Registered Address
    
    Suite 18.05, MWE PlazaNo. 8, Lebuh Farquhar10200 PenangBusiness Address
    
    Lot 1 11A, Jahn SS 8/2Sungai Way Free Industrial Zone47300 Petaling JalanSelangor Darul Ehsan3
    
    Particulars of PremisesDescription/identification of
    
    Factory Lot No. 4factory building
    
    Kawasan MIEL Sungai Way Baru (FTZ)Phase III, Selangor Darul EhsanFloor Loading
    
    400 lbs. Per sq. ft.Driveway Loading4
    
    Term of Tenancy
    
    Three (3) years5
    
    Date of Commencement
    
    - 1 DEC 2004




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SECPON
    
    ITEM
    
    PARACULARS6
    
    Monty Rental
    
    Ringgit Malaysia Twenty Three ThousandThree Hundred Ninety Five(RM23,395.00) Only7
    
    Effective Dab of Rental
    
    - 1 FEB 20058
    
    Security Deposit
    
    Ringgit Malaysia Seventy Thousand One(3 months rental)
    
    Hundred Eighty Five (RM70,185.00) Only