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Exhibit 10.52
 Please quote our reference when replying 
 Our Ref: JTC(L) 3729/199/VG/mh
    

(JTC CORPORATION LOGO)
 26 September 2006TRIO-TECH INTERNATIONAL PTE LTD
    
    
    
    JTC CorporationBLK 1008 TOA PAYOH NORTH
    
    
    
    The JTC Summit#03-09
    
    
    
    8 Jurong Town Hall RoadSINGAPORE 318996
    
    
    
    Singapore 609434contactcentre hotline
    
    1800 568 7000ATTN: LEE SOON SIEW KUAN
    
    
    
    main line
    
    (65) 6560 0056facsimile
    
    (65) 6565 5301BY LOCAL URGENT MAIL
    
    website
    
    www.jtc.gov.sg
  RENEWAL OFFER OF TENANCY FOR FLATTED FACTORY KNOWN AS PRIVATE LOT A4551G AT 1004 TOA PAYOH
NORTH #03-01 /02 /03 Singapore 318995
 1
    
    We are pleased to offer a tenancy of the Premises subject to the covenants, terms
and conditions in the annexed Memorandum of Tenancy No. 27.09(the MT) and
in this letter (collectively called the Offer).2
    
    2.1        The PremisesPrivate Lot A4551Galso known as Unit #03-01 /02 /03(the Premises) at BLK 1004
TOA PAYOH NORTH #03-01 /02 /03 Singapore 318995(the
Building)
SINGAPORE(318996) as delineated and edged in red on the plan attached to the
Offer.2.2
    
    Term of Tenancy3 years, 0 months, 0 days(the Term) with effect from 1 October
2006 (the Commencement Date).2.3
    
    Tenancy
 (a)
    
    Your due acceptance of the Offer in accordance with Clause 3 of
this letter shall, together with the Offer, constitute a binding tenancy
agreement (the Tenancy).(b)
    
    In the event of any inconsistency or conflict between any covenant,
term or condition of this letter and the MT, the relevant covenant, term or
condition in this letter shall prevail.
 2.4
    
    Area




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Approximately 274.9 square metres(the Area).2.5
    
    Building Rent(Discounted)
 (a)
    
    Building Rent of $9.95 per square metre per month on the Area 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
metres (when the discount $0.50 per square metre per month shall be
totally withdrawn) with effect from the date of reduction in the said
aggregate floor area; and(b)
    
    Rent Payable of $9.45per square metre per month on the Area, for so long
as you 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
us.(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.). After
your first payment is made in accordance with Clause 3 of this letter and the attached
Payment Table, the next payment shall be made on 1 November 2006.
 2.6
    
    Service Charge$2.25 per square metre per month(Service Charge) on the Area, as charges for
services rendered by us, payable by way of additional and further rent without demand on
the same date and in the same manner as the Building Rent, subject to our revision from
time to time.2.7
    
    Security Deposit/Bankers GuaranteeFor Building Rent(Discounted))Ordinarily we would require a tenant to lodge with us a security deposit equivalent to
three (3) monthsBuilding 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sBuilding Rent (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 October
2006to 31 December 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




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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 Building 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sBuilding Rent (at the normal or
discounted rate, as the case may be) and Service Charge.(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 Building Rent and Service Charge, so that the Security Deposit
shall at all times be equal to three (3) monthsBuilding 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 Building Rent
and Service Charge, so that the Security Deposit shall at all
times be equal to three (3) monthsBuilding Rent (at the normal
or discounted rate, as the case may be) and Service Charge for
the remaining period of the Term.
 2.8
    
    Mode of Payment
 (a)
    
    Your first payment to be made with your letter of acceptance in accordance
with Clause 3 of this letter and the attached Payment Table shall be by non-cash mode
(eg, Cashiers Order, cheque).(b)
    
    Thereafter during the Term, you shall pay Building Rent, Service Charge and
GST at prevailing rate by Interbank GIRO or any other mode to be determined by us.(c)
    
    You have an existing account with us from which we shall deduct the
aforesaid payments.(d)
    
    However pending finalisation for the GIRO arrangement, you shall pay Building
Rent, Service Charge and GST at prevailing rate as they fall due by cheque or
Cashiers Order.
 2.9
    
    Authorised Use




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You shall use the Premises for the purpose of ANCILLARY STORAGE OF RAW MATERIALS TO MAIN
OPERATION AT
 #07-01only and for no other purpose whatsoever (the Authorised
Use).2.10
    
    Loading Capacity
 (a)
    
    Normal (Ground & Non-ground) Floor Premises:You shall comply and ensure compliance with the following restrictions:
 (a1)
    
    maximum loading capacity of the goods lifts in the Building; and(a2)
    
    maximum floor loading capacity of 15 kiloNewtons per
square metre of the Premises on the 3rd storey of the Building PROVIDED THAT
any such permitted load shall be evenly distributed.
 (b)
    
    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.
 2.11
    
    Reinstatement of PremisesYou shall reinstate the Premises in accordance with clauses 2.15 and 2.22 of the MT. The
required reinstatement works shall be conveyed to you after an inspection of the Premises.2.12
    
    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 Unit 07-01 at BIK 1004 TOA PAYOH NORTH
(the Principal Unit/s) in the Building in respect of which the units #03-01
/02 /03serves.
 2.13
    
    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 subject to
the following:




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(b1)
    
    there shall be no breach of your obligations at the time you make your
request for a further term, and at the expiry of the Term;(b2)
    
    the duration of the further term shall be mutually agreed upon;(b3)
    
    the rent payable shall be at a revised rate to be determined by us, having
regard to the market rent of the Premises at the time of granting the further term.
Our determination of the Building Rent shall be final and conclusive; and(b4)
    
    the tenancy for the further term shall be upon the same covenants, terms
and conditions except for the duration, Building Rent, security deposit (which shall
be equivalent to three (3) months Building Rent and Service Charge instead of one
(1) month), and excluding a covenant for renewal of tenancy.
 3
    
    Mode of Due Acceptance
 (a)
    
    The Offer shall lapse if we do not receive the following by 10 October 2006:
 (a1)
    
    Duly signed letter of acceptance (in duplicate)of the Offer, in the
form set out in the Letter of Acceptance
attached. (Please date as required in your letter of acceptance)(a2)
    
    Payment of the sum set out in the
Payment Table attached.
 4
    
    You may submit your acceptance and payment by post or if you wish to make asubmission personally, you may do so at our Contact Centre at The JTC Summit at 8 Jurong
Town Hall Road. Please bring a copy of this letter when making your submission.5
    
    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 those 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.6
    
    Variation to the TenancyAny variation, modification, amendment, deletion, addition or otherwise of the Offer shall
not be enforceable unless agreed by both parties and reduced in writing by us. No terms or
representation or otherwise, whether expressed or implied, shall form part of the Offer
other than what is contained herein.7
    
    Car-Parking Scheme




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The car park for Block 1004 Toa Payoh North is currently managed by P-Parking
International 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:
 
 on your use of the carpark.8
    
    Exclusion of the Contracts (Right of Third Parties) ActA person who is not a party to this Offer shall have no right under the Contracts (Rights
of Third Parties) Act (as may be amended or revised from time to
time) to enforce
any of the covenants, terms or conditions of this Offer.9
    
    Jurisdiction & Governing LawThis Offer shall be interpreted in accordance with the laws of Singapore and any legal
proceedings, actions or claims arising from or in connection with the Offer shall be
commenced in and heard before the courts of Singapore and you agree to irrevocably submit
yourself to the exclusive jurisdiction of the courts of Singapore.10
    
    Please also note that our granting of your request/application herein does not
at any time prejudice or waive any of our rights or remedies for breaches of
your obligations to us. Any waiver by us, to be effective, must be clearly and
specifically stated in writing. In addition, no failure or delay on the part
of JTC to exercise any right or remedy under this Offer shall be construed
or operate as a waiver thereof, nor shall any single or partial exercise of
any right or remedy preclude the further exercise of such right or remedy.11
    
    To guide and assist you, we enclose a Schedule of Statutory Controlsfor
Flatted Factory Occupants.




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Annex
A
 OFFER OF TENANCY FOR PREMISES AT BLK 1004 TOA PAYOH NORTH #03-01 /02 /03 SINGAPORE
318995
 Amount
    
    
    
    
    
    GSTA4551G:Building
Rent at $9.95
per sqm per month
on 274.9 sqm for
period 1 October
2006 to 31 October
2006
    
    $
    2,735.26Less: Bulk discount
of 5%, at $0.50 psm
per month for
period 1 October
2006 to 31 October
2006
    
    $
    137.45$
    2,597.81Service charge at
$2.25 per sqm per
month on 274.9 sqm
for period 1
October 2006 to 31
October 2006
    
    $
    618.53
    
    
    $
    3,216.34
    
    
    $
    160.82Less: Amount to
be deducted
through GIRO
    
    
    
    
    
    
    
    $
    3,377.16Deposit equivalent
to 3 months
Building Rent and
Service Charge (or
Bankers Guarantee)
    
    $
    9,649.02Less: Deposit
equivalent to
2 months Building
Rent and Service
Charge (Off-budget
Measure)
    
    $
    6,432.68
    
    
    $
    3,216.34Stamp Duty
for Letter
of Acceptance (in
duplicate)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.
    
    
    
    
    
    $
    310.00Total Payable
(inclusive of GST
at prevailing rate)
    
    
    
    
    
    $
    3,526.34
 $310.00 $3,216.34.
 $3,377.16