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                                                                   EXHIBIT 10.16

                    [LETTERHEAD OF TRIO-TECH INTERNATIONAL]

[LOGO] TRIO-TECH INTERNATIONAL






15 December 2000                                  [STAMP]

Marketing & Sales Department
JTC Corporation
The JTC Summit
8 Jurong Town Hall Road
Singapore 609434


Attn: Mr Teo Soon Siang

ACCEPTANCE OF OFFER OF TENANCY FOR THE PREMISES AT BLK 1004 TOA PAYOH NORTH #01-
16 TO #01-17 TOA PAYOH INDUSTRIAL ESTATE SINGAPORE 318995

We refer to your letter of offer dated 7 December 2000 for the Tenancy and
hereby confirm our acceptance of all the covenants, terms and conditions
stipulated therein.


1.   We enclose herewith a cheque for the amount of S$3,726.19 and the Banker's
     Guarantee as security deposit as confirmation of our acceptance.

2.   In addition, we also enclose herewith a duly completed GIRO authorisation
     form.



By: / s/ Lee Siew Kuan
---------------------------------------------------------------
Name of authorised signatory  :           Mrs Lee Siew Kuan
Designation                   :           Director of Logistics
For and on behalf of


TRIO-TECH INTERNATIONAL PTE LTD

In the presence of :



By: / s/ Betty Ang
---------------------------------------------------------------
Name of witness  :        Miss Betty Ang
NRIC No.         :        S6945849A


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[LETTERHEAD OF TRIO-TECH INTERNATIONAL

[LOGO] TRIO-TECH INTERNATIONAL






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                                       1

                        [LETTERHEAD OF jtc Corporation]

                                                       [LOGO OF jtc Corporation]
7 December 2000

(Attn: Miss Betty Ang)


Dear Sirs,

OFFER OF TENANCY FOR FLATTED FACTORY SPACE

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:

          Pte Lot A4551(s), Blk 1004 ("the Building") Toa Payoh North #01-16 to
          #01-17, Toa Payoh Industrial Estate Singapore 318995 ("the Premises")
          as delineated and edged in red on the plan attached to the Offer.

     1.02 Term of Tenancy:

          3 years ("the Term") with effect from 1 March 2001 ("the Commencement
          Date").

     1.03 Tenancy Agreement:

          Upon due acceptance of the Offer in accordance with clause 2 of this
          letter, 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.

     1.04 Area:

          Approximately 184.20 square metres (subject to survey).


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                                       2

          1.05 Rent and Service Charge:

                Rent:
                ----

                (a)   Discounted rate of Dollars $16.30 per square metre per
                      month for so long as the Tenant shall occupy by way of
                      tenancy an aggregate floor area of 1000 square metres in
                      the Building or in the various flatted factories belonging
                      to the Landlord, and

                (b)   Normal rate of Dollars $16.80 per square metro per month
                      in the event that the said aggregate floor area occupied
                      is at any time reduced to below 1000 square metre (when
                      the discount shall be totally withdrawn) with effect from
                      the date of reduction in the said aggregate floor,

                ("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 I April 2001.

                Service charge:
                --------------

                $2.10 per square metro per month, ("Service Charge") as charges
                for services rendered by us, payable without demand on the same
                date and in the same manner as the Rent, subject to our revision
                from time to time.

          1.06  Security Deposit/Banker's Guarantee:

                You will, at the time of acceptance of the Offer, be required to
                place with us a deposit of $10,167.84 equivalent to 3 months'
                Rent and Service Charge ("Security Deposit") as security against
                any breach of the covenants, terms and conditions in the
                Tenancy.

                The Security Deposit may be in the form of cash and/or
                acceptable Banker's Guarantee in the form attached (effective
                from 1 January 2001 to 31 August 2004) and/or such other form of
                security as we may in our absolute discretion permit or accept.

                The Security Deposit must 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.

                If the Service Charge is increased or any deductions are made
                from the Security Deposit, you are to immediately pay the amount
                of such increase or make good the deductions so that the
                Security Deposit shall at all times be equal to 3 months' Rent
                and Service Charge.
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                                       3

          1.07  Mode of Payment:

                 [Note: You have an existing account with us from which we will
                 -----
                 deduct the aforesaid payments. You are therefore not required
                 to submit a duly completed GIRO form as part of the Mode of
                 Acceptance herein unless you wish to have a separate GIRO
                 account to meet the aforesaid payments.]

          1.08   Permitted Use:

                  (a)  Subject to clause 1.12 of this letter, you shall commence
                       full operations within four (4) months of the
                       Commencement Date for the purpose of IC Testing only and
                       for no other purpose whatsoever ("the Authorised Use").

                  (b)  Thereafter, you shall maintain full and continuous
                       operations and use and occupy the whole of the Premises
                       for the Authorised Use.

                  (c)  Subject to clauses (a) and (b) above, you shall use and
                       occupy at least sixty percent (60%) of the gross floor
                       area of the Premises for industrial activities and
                       ancillary stores, and use and occupy the remaining gross
                       floor area, if any, for offices, neutral areas, communal
                       facilities and such other uses as may be approved in
                       writing by us and the relevant governmental and statutory
                       authorities PROVIDED THAT you shall not use and occupy
                       the Premises for the purpose of commercial office and
                       storage unrelated to the Authorised Use.

          1.09   Approvals

                  The Tenancy is subject to approvals being obtained from the
                  relevant government and statutory authorities.

          1.10   Possession of Premises:

                  (a)  Keys to the Premises will be given to you two (2) months
                       prior to the Commencement Date subject to due acceptance
                       of the Offer ("Possession Date").

                  (b)  From the Possession Date until the Commencement Date, you
                       shall be deemed a licensee upon the same terms and
                       conditions 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:


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                                       4

          (i)  remove everything installed by you;
          (ii) reinstate the Premises to its original state and condition; and
          (iii)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,

          without prejudice to any other rights and remedies we may have against
          you under the Tenancy or at law.

1.11 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 Building Control Unit [BCU(JTC
          Corporation)] prior written consent. Your attention is drawn to
          clauses 2.10 to 2.19 and 2.34 of the Memorandum of Tenancy.

     (b)  You will be required to prepare and submit floor layout plans of your
          factory and plans of the air-conditioning works in accordance with the
          terms of the tenancy and the 'Guide' attached. It is important that
          you should proceed with the preparation and submission of the plans in
          accordance with the procedures set out in the said 'Guide'.

     (c)  Should there be alteration of existing automatic fire alarm and
          sprinkler system installation, alteration plans shall be submitted to
          Building Control Unit [BCU(JTC Corporation)] for approval on fire
          safety aspects. All air-conditioning, fire alarm & sprinkler system
          plans must be signed by a relevant Professional Engineer, registered
          with the Professional Engineers Board of Singapore.

     (d)  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.

     (e)  No work shall commence until the plans have been approved by Building
          Control Unit [BCU(JTC Corporation)].

1.12 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.
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                                       5

1.13 Special Conditions:

     (1)  Normal (Ground & Non-ground) Floor Premises
          -------------------------------------------

          You shall comply and ensure compliance with the following
          restrictions:

          (a)  maximum loading capacity of the goods lifts in the Building; and

          (b)  maximum floor loading capacity of 12.50 kiloNewtons per square
               metre of the Premises on the Ist 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.

     (2) 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 upon
               mutual terms to be agreed between you and us subject to the
               following:

               (i)  there shall be no breach of your obligations at the time you
                    make your request for a further term;

               (ii) our determination of revised rent, having regard to the
                    market rent of the Premises at the time of granting the
                    further term, shall be final;

               (iii)     we shall have absolute discretion to determine such
                    covenants, terms and conditions, but excluding a covenant
                    for renewal of tenancy; and

               (iv)      there shall not be any breach of your obligations at
                    the expiry of the Term.
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                                       6

2.   Mode of Acceptance:

     The Offer shall lapse if we do not receive the following by 31 December
     2000:-

          Duly signed letter of acceptance (in duplicate) of all the covenants,
          terms and conditions in the Tenancy in the form enclosed at the
          Appendix. (Please date as required in the Appendix)

          Payment of the sum set out in clause 4.

          Duly completed GIRO authorization form.

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.

4.      The total amount payable is as follows:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
                                          Amount                          +3 % GST
-------------------------------------------------------------------------------------------
<S>                                       <C>             <C>             <C>
Rent at $16.30 psm per month on
184.20 sq rn for the period 1 March
2001 to 31 March 2001                     $3,002.46
-------------------------------------------------------------------------------------------
Less:
-------------------------------------------------------------------------------------------
3% property tax rebate on rental value    $   90.07
                                          $2,912.39
-------------------------------------------------------------------------------------------
Service Charge at $2.10 psm per
month on 184.20 sq m for the period
1 March 2001 to 31 March 2001             $  386.82       $ 3,299.21      $98.98
-------------------------------------------------------------------------------------------
Deposit equivalent to three months'
rent and service charge (or Banker's
Guarantee provided in accordance with
sub-paragraph 1.06 above)                                 $10,167.84
-------------------------------------------------------------------------------------------
Stamp fee payable on Letter of
Acceptance which will be stamped by
JTC on your behalf                                        $   328.00
-------------------------------------------------------------------------------------------
Sub-Total Payable                                         $13,795.05      $98.98
-------------------------------------------------------------------------------------------
Add: GST + 3%                                             $    98.98
-------------------------------------------------------------------------------------------
Total Amount Payable                                      $13,894.03
-------------------------------------------------------------------------------------------
</TABLE>
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                                       7

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 1.10(c) of this letter.

6.   Variation to 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 or implied, shall form part of the Offer other than what is
     contained herein. Any variation, modification, amendment, deletion,
     addition or otherwise of the covenants, terms and conditions of the Offer
     shall not be enforceable unless agreed by both parties and reduced in
     writing by us.

7.   Car-Parking Scheme:

     (a)  The car park for Blk 1004 Toa Payoh North is currently managed by
          Wilson Parking (S) Pte Ltd and you will have to observe and be bound
          by all the rules and regulations governing the use and operation of
          the car park. You are requested to contact the following person on the
          use of the car park:

               Ms Susan Ng
               Wilson Parking (S) Pte Ltd
               32 Sultan Gate
               Singapore 198480
               TelNo:2966600

     (b)  The Corporation shall not be liable for any loss, damage, injury,
          liability, claim or action you may sustain or suffer in the use of the
          car park and the tenants shall fully indemnify the Corporation against
          any loss, claims, penalties, demands, damage arising from the private
          management and operations of the car park by the tenants.

8.   Application for Approvals, Utilities etc.

     Upon your acceptance of the covenants, terms and conditions of the Offer,
     you are advised to proceed expeditiously as follows:

     8.01 Preliminary Clearance:

          Comply with the requirements of the Chief Engineer (Central Building
          Plan Unit), Pollution Control Department and/or other departments
          pursuant to your application/s for preliminary clearance. (Please note
          that we have referred your application to the relevant department/s)
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                                       8

     8.02 Discharge of Trade Effluence:

          Complete the attached Application for Permission to Discharge Trade
          Effluent into Public Sewer and return the application form direct to
          the Head, Pollution Control Department, Ministry of Environment,
          Environment Building, 40 Scotts Road. Singapore 228231 (Telephone No.
          7327733).

     8.03 Electricity:

          Engage a registered electrical consultant or competent contractor to
          submit three sets of electrical single-line diagrams to and in
          accordance with the requirements of our Property Support Department
          (PSD), Customer Services Group, JTC East Zone Office for endorsement
          before an application is made to the Power Supply Pte Ltd to open an
          account for electricity connection. Please contact our Property
          Support Department (PSD) at Blk 25 Kallang Avenue #05-01 Kallang Basin
          Industrial Estate Singapore 339416 direct for their requirements.

     8.04 Water:

          Submit four copies of sketch plans, prepared by a licensed plumber,
          showing the section and layout of the plumbing, to our Building
          Control Unit [BCU(JTC Corporation)] for approval prior to the issue of
          a letter to Water Conservation Department, Public Utilities Board to
          assist you in your application for a water sub-meter.

     8.05 Telephone:

          Apply direct to Singapore Telecommunications Ltd for all connections.

     8.06 Automatic Fire Alarm System (Incorporating Heat Detector)

          Engage a registered electrical consultant/professional engineer to
          submit two sets of fire alarm drawings, indicating the existing
          fixtures if any, the proposed modifications of the fire alarm and the
          layout of machinery, etc to and in accordance with the requirements of
          our Building Control Unit [BCU(JTC Corporation)]. Please contact our
          Building Control Unit [BCU(JTC Corporation)] at The JTC Summit, One-
          Stop Centre (1st level) 8 Jurong Town Hall Road Singapore 609434
          direct for further requirements.
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                                       9

     8.07 Factory Inspectorate

          Complete and return direct to Chief Inspector of Factories the
          attached form, "Particulars to be submitted by occupiers or Intending
          Occupiers of Factories".



Yours faithfully

By: /s/ Teo Soon Siang
-----------------------------------
TE0 S0ON SIANG
MARKETING & SALES DEPARTMENT
INDUSTRIAL PARKS DEVELOPMENT GROUP
JTC CORPORATION

Encl