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Exhibit 10.50
 
 
  TRIO-TECH INTERNATIONAL PTE LTD
BLK 1008 TOA PAYOH NORTH
#03-09SINGAPORE 318996
    
    JTC Corporation
The JTC Summit
8 Jurong Town Hall Road
Singapore 609434contact
centre hotline
    
    1800 568 7000main line
    
    (65) 6560 0056ATTN: MRS LEE SOON SIEW KUANfacsimile
    
    (65) 6565 5301website
    
    www.jtc.gov.sg
 BY POST AND FAX
(FAX: 62596355)
  OFFER
OF TENANCY FOR GROUND SITE KNOWN AS PRIVATE LOT 4551I (ANCILLARY) FOR THE
INSTALLATION OF 2 UNITS OF COOLING TOWERS AT BLK 1004 TOA PAYOH NORTH #01-08 /09 /10 /11 /12
/14 /15 SINGAPORE 318995 (THE PREMISES ) (AREA: 151.36 SQUARE METRES)
 1.
    
    We are pleased to offer a tenancy of the Premises (as hereinafter defined) subject
to the following covenants, terms and conditions in this letter and in the annexed
Memorandum of Tenancy for Ground Site (the Offer):
 1.01
    
    Location and Area:The area of 151.36square metres only as delineated and edged in the plans
attached hereto known as Private Lot 4551I (ancillary) at BLK 1004 TOA PAYOH
NORTH #01-08/09/10/11 /12/14/15 SINGAPORE 3189951.02
    
    Term of Tenancy:3 years with effect from 16 January 2006 (the Commencement Date).1.03
    
    Rent:Rent at $459.00per month (Rent) on the Premises 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.).1.04
    
    Reinstatement Deposit:You shall pay to us a Reinstatement Deposit of $2,000.00without demand
at the time of the acceptance of this Offer, without prejudice to our rights
of deduction under clause 1.06.




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1.05
    
    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.1.06
    
    Security Deposit/Bankers Guarantee :Ordinarily we would require a tenant to lodge with us a security deposit equivalent to
three (3) monthsRent. 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s Rent (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 16 January 2006 to 15 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 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.(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, so that the Security
Deposit shall at all times be equal to three (3) monthsRent 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 so that the Security Deposit shall at all times be equal to
three (3) months Rentfor the remaining period of the Term.




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1.07
    
    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 Rent and GST at prevailing rate by
Interbank GIRO or any other mode to be determined by us.You have an existing account with us from which we will continue to 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:Subject to clause 1.11, you shall at all times usethe wholeof the Premises for the
purpose of Installation of 2 Cooling Towersand for no other purpose whatsoever.1.09
    
    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 2.34
of the Memorandum of Tenancy.(b)
    
    If you have made any changes to the original layout of your factory, 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. And you may wish to make and submit to Controller, BCU(JTC) four copies
of fresh layout plan showing the alterations or additions etc, for our
record/approval. If you have any enquiries on the preparation and
submission of your plans for JTC endorsement, please call our Contact Centre
Hotline at 1800568 7000.(c)
    
    No work shall commence until the plans have been approved by us and the
relevant governmental and statutory authorities.
 1.10
    
    Special Conditions:
 (a)
    
    Siting of Ground Site Installation:The Ground Site Installation shall be sited at least 1.5 metres away from any
existing service line underground.




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(b)
    
    Security of the Ground Site Installation:You shall be responsible for the security of the Ground Site Installation
at all times during the Tenancy and shall not hold us responsible or liable in
any respect thereto.(c)
    
    Erection of louvred panels around Ground Site Installation:Without prejudice to the generality of clauses 2.10, 2.12, 2.21 and 2.32
and our rights in clause 4.07 of the Memorandum of Tenancy for Ground Site,
you shall within a month of the Commencement Date erect around the Ground Site
Installation anodised louvred panels or any other type of fencing as may be
stipulated by us and ensure that the said louvred panels or fencing is
maintained in good and tenantable repair and condition at all times during the
Term.(d)
    
    Determination of the Tenancy:The Tenancy of the Premises shall be determined at any time either: -
 (i)
    
    at the expiry of a three month 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 TOA PAYOH NORTH #01-08 /09 /10
/11 /12 /14 /15 Singapore 318995 ( the Principal Unit/s) in the
Building in respect of which the Cooling Towers serve.
 In either event, we shall not be held responsible or liable for any cost,
damages, loss or expense arising therefrom.(e)
    
    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:The following Covenants and Conditions in the Memorandum of Tenancy i.e. clause
2.18, 4.02 (a)(ii) and 4.03 (a)(ii) shall be deleted and replaced as follows:
 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.




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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 is it 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.
 You are to ensure that the maximum loading capacity in the goods lifts of the
Building is not exceeded.You accept the Premises with full knowledge that the ground/ production floor
slabs are laid directly on the ground with services laid in the ground and may
settle, subside and crack in the event that the ground in, on or around the
Premises and/or the Building consolidates in the course of time. You shall
therefore, subject to our prior written consent, provide, at your own cost,
suitable and proper foundation for all machinery, equipment and installation at the Premises. We will not be liable for any loss, damage or inconvenience that
may be suffered by you or any other person in connection with the subsidence or
cracking of the ground/ production floor slabs or aprons of the Premises and/or
Building.
 1.12
    
    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 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 Term.




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2.
    
    Mode of Acceptance:The Offer shall lapse if we do not receive the following by 28 February 2006:
 
    
    Duly signed Letter of Acceptance of all the covenants, terms and conditions
in the tenancy in the form enclosed at the ANNEX A.
    
    Payment of the sum set out in ANNEX B.Alternatively, please let us have your remittance of $46.00 (inclusive of GST at
prevailing rate) and the Bankers Guarantee (in lieu of the one months cash
deposit and the Reinstatement Deposit for the sum of $2,459.00.
 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.
    
    Variation of 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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Annex A
 OFFER
OF TENANCY FOR GROUND SITE KNOWN AS PRIVATE LOT 4551I (ANCILLARY) FOR THE INSTALLATION OF 2
UNITS OF COOLING TOWERS AT BLK 1004 TOA PAYOH NORTH #01 -08 /09 /10 /11 /12 /14 /15 SINGAPORE 318995
 Amount
    
    
    
    
    
    
    GSTRent at $459.00 per month
on 151.36 sqm for the period
16 January 2006 to 28 February
2006
    
    $
    695.90
    
    
    
    
    
    
    $
    34.80Less: Amount to be
deducted through GIRO
    
    
    
    
    
    $
    730.70Deposit equivalent to 3 months
Building Rent
and Service Charge (or
Bankers Guarantee)
    
    $
    1377.00Less: Deposit equivalent to 2
months Building Rent
and Service Charge
(Off-budget Measure)
    
    $
    (918.00
    )
    
    $
    459.00Reinstatement Deposit
    
    
    
    
    
    $
    2,000.00Stamp Duty for
Letter of Acceptance (in
duplicate)
    
    
    
    
    
    $
    46.00Note : 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.Total Payable (inclusive
of GST at prevailing
rate)
    
    
    
    
    
    $
    2,505.00
 $46.00 $2,459.00.
 $730.70