##### 



Exhibit 10.40
 Univeral(FAR EAST) PTE LTD
    
    7 MAYoc,eg- No: 198500319K
 Undertaking of TransfereeYour Ref
    
    JTC(L) 3601/2506
    
    Date
    
    16 May, 2005- 1.93To
    
    Flatted Factory & Business Park DepartmentThe JTC Summit8 Jurong Town Hall RoadSingapore 609434Attn
    
    Daphne Loy
 #01-09 /10 /11 Singapore 318996
    Authorised Signatory for and on behalf of  UNIVERSAL (FAREAST) PTE. LTD.




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198500319K
 Part 2Acceptance of TransfereeYour Ref
    
    JTC(L) 3601/2506 Temp 5Date
    
    16 May, 2005To
    
    Flatted Factory & Business Park DepartmentThe JTC Summit8 Jurong Town Hall RoadSingapore 609434Attn
    
    Daphne Loy
 TENANCY IN RESPECT OF PREMISES KNOWN AS
PTE LOT A 0618400 AT 1008 TOA PAYOH NORTH #01-09 /10 /11 Singapore 318996 (Premises)
 22 July 2004
   Yours faithfully,
 Authhorised and on behaff of
UNIVERSAL (FAREAST) PTE. LTD.




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Part 1
 Acceptance of Transferor
 Your Ref
    
    JTC(L) 3601/2506Date
    
    16 May, 2005To
    
    Flatted Factory 8, Business Park DepartmentThe JTC Summit8 Jurong Town Hall RoadSingapore 609434Attn
    
    Daphne Loy
 TENANCY IN RESPECT OF PREMISES KNOWN  NORTH #01-09 /10 /11 Singapore 318996 (Premises)
     Yours
faithfully
 to  Authorised signatory for and on behalf of
  Trio-Tech International Pte Ltd




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Undertaking of Transferor
 Your Ref
    
    JTC(L) 3601/2506Date
    
    16 May, 2005To
    
    Flatted Factory & Business Park DepartmentThe JTC Summit8 Jurong Town Hall RoadSingapore 609434Attn
    
    Daphne Loy




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File ref JTC(L) 3601/250622 July 2004TRIO-TECH INTERNATIONAL PTE LTD1008 TOA PAYOH NORTH40309M 8SINGAPORE(318996)
    
    By fax and posFax 62596355Attention to : MISS BETTY ANGHUMAN RESOURCE MANAGER
  TRANSFER OF TENANCY ON PTE LOT A0618400 (TO BE KNOWN AS A0958200)
AT 1008 TOA PAYOH NORTH #01-09 110 /11 Singapore 318996 (Premises)
   a)
    
    You shall pay to us a non-refundable administrative fee of $200.00
(excluding GST at the prevailing rate) for our processing of the
Application, which fee is payable in any event and regardless of
whether the Transfer is eventually completed or our approval
subsequently revoked or withdrawn.b)
    
    The Transferee and you shall execute and deliver to us a Deed of
Novation (which will be prepared by our Legal Department) to effect
and thereby legally complete the Transfer within such period as we
sUpulate.C)
    
    You shall bear and pay to us the stamp duty on the Deed of
Novation, in duplicate. The stamp duty is $12.00.d)
    
    The Transferee and you shall respectively submit to us the
following Letters of Undertaking:
 (i)
    
    undertaking from you, as the Transferor, whereby you shall
relinquish all rights to and emitting from the Tenancy




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Agreement, in the form as set out in ANNEX A on your letterhead; and(ii)
    
    undertaking from the Transferee whereby the Transferee
shall assume and adopt all the rights and liabilities in respect
of the Tenancy Agreement, in the form as set out in ANNEX
B on the Transferees letterhead.
 e)
    
    The Transferee shall be deemed the new tenant of the Properties
for the term of the tenancy thereof with effect from the effective
novation, where the transfer/assignment arises from a corporate
reorganisation, Le , the Transferee shall be deemed to take over
the tenancy term of 3 years from the commencement date of such
term.The Transferee shall furnish to us the security deposit as required under the Tenancy
Agreement in the form of a cash deposit of :f)
    
    $10,311.84. for the due performance of the Transferees obligations under the Tenancy
Agreement; and,g)
    
    Before completion of the Transfer, you shall settle all outstanding
rent, plus GST at the prevailing rate, interest accrued thereon  and
all other sums plus GST at the prevailing rate owing to us in
respect of the Premises.h)
    
    Except for the payments to be made with the letter of acceptance
as provided in paragraph 5 below, which payment shall be by non
cash mode (e.g. cashiers order or cheque), the Transferee shall
pay the rent, service charge and GST at the prevailing rate by
Interbank GIRD or any other mode to be determined by us.
Accordingly, the Transferee shall provide us with the duly
completed and signed GIRD authorisation form as attached.
However, pending the GIRD arrangement being finalised, the
Transferee shall pay the rent and GST at the prevailing rate as they
fall due by cheque.
   2




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a)
    
    Duly signed letter of acceptance issued on your letterhead by you
as the Transferor in the form as set out in ANNEX D (Part 1)
accepting all the terms and conditions herein and confirming the
truth and accuracy of all matters stated in the Application.b)
    
    Duly signed letter of acceptance issued by and on the letterhead of
the Transferee in the form as set out in ANNEX D (Part 2)
accepting all the terms and conditions herein and confirming the
truth and accuracy of all matters stated in the Application.c)
    
    Cash deposit or in lieu thereof, a Bankers Guarantee as mentioned in paragraph 2(g) above.
However, if you opt to pay your monthly rent, service charge and GST at the prevailing rate
by Interbank GIRO, the cash deposit payable by you, which is reduced from 3 months to 1 month
owing to off-budget measure, is $3,437.28.d)
    
    The remittance and our receipt of $222.00 made up as follows:
 Admin fee (plus GST)
    
    $
    210.00Stamp Duty
    
    $
    12.00Total amount payable
    
    $
    222.00
 (Please note that this $222.00 payment willbe deducted via GIRO)e)
    
    The Letters of Undertaking in the forms set out in ANNEXES A and
B as mentioned in paragraphs 2(d)(i) and 2(d)(ii) above duly
issued by the Transferor and Transferee respectively.f)
    
    The Giro authorisation form duly executed by the Transferee as
mentioned in paragraph 2(k) above.g)
    
    A certified true copy of the Certificate of Incorporation or Certificate
of Registration, as the case may be, in respect of the Transferee
issued by the Registry of Companies and Businesses in Singapore.
 3




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h)
    
    If applicable, copies of the application forms submitted to and the clearance
letters obtained from the Pollution Control Department and Public Utilities Board
respectively in relation to the use of the Premises referred to in paragraph 2(l).
  a)
    
    the acceptance of the terms and conditions herein and the delivery
of the documents and payments in referred to in paragraph 5 above and the verification thereof to our satisfaction; andb)
    
    all the information provided and the declarations made in the
Application being and remaining true, correct and accurate at all times.




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Please quote our reference when replying
Our Ref : JTC(L)3601/2506 Temp 5
    

(JTC CORPORATION LOGO)10 September 2003TRIO-TECH INTERNATIONAL PTE LTD
    
    JTC Corporation1008 TOA PAYOH NORTH
    
    The JTC Summit8 Jurong Town HAI Road#0309M8
    
    Singapore 609434SINGAPORE(318996)telephone Q) 6560 0056(Attention: MISS BETTY ANG)facsimile (65) 6565 5301web site www.jtc.gov.sg
   PROPERTY TAX REBATE AND REDUCTION OF SECURITY DEPOSIT FOR THE TENANCY OF THE FACTORY SPACE
KNOWN AS PRIVATE LOT A0618400 AT UNIT #01-09/10/11 BLK 1008, TOA PAYOH NORTH, TOA PAYOH NORTH
INDUSTRIAL ESTATE SINGAPORE 318996
 1
    
    We refer to our letter of offer of tenancy for the above mentioned premises.2
    
    In response to the current economic condition, we will reduce, as an off-budget
measure, the security depositfrom three months to one monthto ease cash flow,
credit lines and reduce business costs. This measure is only available to
companies paying monthly rental on GIRO scheme.3
    
    We are pleased to inform you that subject to your valid acceptance of our offer, you
will enjoy a 1.5 % property tax rebateeffective from I Jul 2003 to 31 December 20034
    
    Our Statement of Account in the Letter of Offer of tenancy has reflected the above
reduction in property tax and security deposit. Please note that the reduction in
property tax and security deposit do not vary any other terms or stipulations in the




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5
    
    Please contact me if you need further clarifications.
 Yours faithfully:/s/ Yew PongLOHINDUSTRIAL DEVELOPMENT (HIGH-RISE) DEPARTMENTINDUSTRIAL PARKS DEVELOPMENT GROUPJTC CORPORATIONDID
    
    68833411FAX
    
    68855901Email
    
    yewpong@jtc.gov.sgENCS




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Please quote our reference when replying
Our Ref : JTC(L)3601/2506 Temp 5
    

(JTC CORPORATION LOGO)10 September 2003JTC Corporation-The JTC SummitTRIO-TECH INTERNATIONAL PTE LTD
    
    8 Jurong Town Hall Road1008 TOA PAYOH NORTH
    
    Singapore 609434#03-09/18SINGAPORE(318996)
    
    telephone Q) 6560 0056facsimile (65) 6565 5301(Attention: MISS BETTY ANG)
    
    web site www.jtc.gov.sg
 BY LOCAL URGENT MAIL
  OFFER OF TENANCY FOR FLATTED FACTORY SPACE
 1
    
    We are pleased to offer a tenancy of te Premises subject to the covenant, terms
and conditions in the annexed Memorandum of Tenancy No. 27.09 (the M7) and in
this letter (collectively called the Offer).2
    
    2.1 The Premises:
 Private Lot A0618400also known as Unit #01 -09/10111(the Premises) in
Block 1008 TOA PAYOH NORTHin the TOA PAYOH
NORTHINDUSTRIAL ESTATE SINGAPORE 318996as delineated and edged in red on the plan attached to the Offer.2.2
    
    Term of Tenancy:3 years (the Term)nth effect from 16 November
2003(the CommencementDate).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(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:Approximately 204.60 square metres(the
Area).




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2.5
    
    RentRent (Discounted Rent)
 (a)
    
    Discounted rate of Dollars $13.82per square metre per
month on the Area, Or so long as you shall occupy by way of tenancy
an aggregate floor area of 6,127.50square metres in the
Building or in the various hated factories belonging to us; and(b)
    
    Normal rate of Dollars $14.55per square metre per month on the Area,
in the event that the said aggregate floor area occupied is at any time
reduced to below 1000 square metres (when the discount shall be totally
withdrawn) with effect from the date of reduction in the said
aggregate floor area,(Rent) to be paid without demand and in advance without deduction on the 1 st day of
each moth of the year (i.e. 1 st 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 01 December 2003.
 2.6
    
    Service Charge:$125 per square metre per month(Service Charge)on the Area as charges Or
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 Rent, subject to our revision from time to
time.2.7
    
    Security Deposit/Bankers Guarantee:Ordinarily we would require a tenant to lodge with us a security deposit equivalent to
three (3) monthsrent and service charge. However, as an offbudget 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) monthsRent (at the discounted rate) and Service Charge
( 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 September 2003 to 15 February 2007),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.




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3 
 
 (c)
    
    If the 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) months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)
monthsRe& and Service Charge, so that the Security Deposit shall at all
times be equal to three (3) months 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) monthsRent and Service Charge, so that the Security
Deposit shall at all times be equal to three (3) months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 Rent, Service Charge and
GST 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. You are therefore not required to submit a duly
completed GIRO form as part of the Mode of Due Acceptance. But if you wish
to have a separate GIRO account to meet the aforesaid payments, please
complete the GIRO deduction form enclosed.
 2.9
    
    Authorised Use:You shall use the Premises for the purpose of MANUFACTURING AND ASSEMBLY OF
ELECTRONICS EQUIPMENTonly and for no other purpose whatsoever (the
AuthorisedUse).2.10
    
    Approvals:The Tenancy is subject to approvals being obtained from the relevant
governmental and statutory authorities.




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4 
 2.11
    
    Possession of Premises:
 (a)
    
    Subject to your acceptance of the Offer, keys to the Premises shall be made available to
you within the period of two (2) months prior to the Commencement Date.(b)
    
    From the date you accept the keys to the Premises (PossessionDate) until the
Commencement Date, you shall be deemed a licensee upon the same covenants, terms and
conditions as in the Tenancy.©
    
    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-FreePeriod).
Should you fail to so proceed, you shall :(c1)
    
    remove everything installed by you;(c2)
    
    reinstate the Premises to its original state and condition; and(c3)
    
    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.
 2.12
    
    Loading Capacity:
 (a)
    
    Normal (Ground & Non-ground) Floor PremisesYou shall comply and ensure compliance with the following restrictions
 (al)
    
    maximum loading capacity of the goods lifts in the Building; and(a2)
    
    maximum floor loading capacity of 15.00kiloNewtons per
square metre of the Premises on the 01 storey of the Building
PROVIDED THAT any such permitted load shall be evenly distributed.
 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 :
 (bl)
    
    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;




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5 
 (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 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, rent, security deposit (which shall be equivalent to
three (3) months rent and service charge instead of two (2)
months and excluding a covenant Or renewal of tenancy.
 3
    
    Mode of Due Acceptance:The Offer shall lapse if we do not receive the following by 16 September
2003:
 (a)
    
    Duly signed letter of acceptance (in duplicate)of the Offer, in the
form set out in the Letter of Accerptanceattached. (Please date as
required in your letter of acceptance)(b)
    
    Payment of the sum set out in the Payment Tableattached.(c)
    
    *Duly completed GIRO authorization form.
 gR
 A copy of the letter of authorization from you to your
Banker.4
    
    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.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 2.11 (c) of this
letter.6
    
    Variation to the Tenancy :Any 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.




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6 7
    
    Car-Parking SchemeThe carpark for Blk 1008 TOA PAYOH NORTH is currently managed by P-PARKING INTERNATIONAL
PTE LTDand you will have to observe and be bound by all the rules and regulations
governing the use and operation of the carpark. You are requested to contact
1008 TOA PAYOH NORTH To 67494119 Faw 67493689 on you
use of the carpark.8
    
    Electricity Connection:Upon your acceptance of the Offer, you are advised to proceed expeditiously to 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 of our Customer Services Group at 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, therefore, contact the Property Support Department at #05-01 Blk 25 Kallang
Avenue, Kallang Basin Industrial Estate Singapore 339416 direct for their
requirements.9
    
    To guide and assist you, we endose a Schedule of Statutory Controls for Flatted Factory
Occupants.
 
 68833411 FPOQ 68855901
  þ Payment Table
    

þ GIRO Form(s) þ SpecimenBGPlanþ Specimen Acceptance Form
    
    þ MTNo.27.09þ Schedule of Statutory Controls (SC2)]




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7 PAYMENT TABLE
PREMISES: PRIVATE LOT A0618400 UNIT #01-09 /10 /11BLOCK1008
TOA PAYOH NORTH TOA PAYOH NORTH INDUSTRIAL ESTATE,
SINGAPORE 318996
 Amount
    
    
    
    
    
    

+
4 16 GSTRent at $1182psm per month
on 204.60sqm for the period 16
November 2003 to 15
December 2003
    
    $
    2827.57
    
    
    
    
    
    
    $
    113.10Less.1.5% Off-budget Property Tax
Rebate (valid from 01/07/2003
to 31/1212003)
    
    $
    42.41
    
    
    
    
    
    
    $
    1.70$
    2785.16
    
    
    
    
    
    
    $
    111.4OService Charge at $2.25psm
per month on 204.60sqm for
the period 16 November 2003
to 16 December 2003
    
    $
    460.35
    
    
    
    
    
    
    $
    18.41Total Rent Payable (inclusive of
Service Charge)
    
    
    
    
    
    $
    3945.51
    
    
    $
    129.81Security Depositequivalent to
three (3) months Rent and
Service Charge (in cash or
Bankers Guarantee provided in
accordance with Clause 2.7 of
this letter)
    
    $
    9163.77Less.Equivalent of two (2) months
Rent and Service Charge (Le
Off-budget Measure and GIRO)
    
    $
    6,575.84
    
    
    $
    3,287.93




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8 Amount
    
    
    
    
    
    

+4 16 GSTWarnp fee payade on Letter of
Acceptance (which we will
stamp on your behalf)
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.
    
    
    
    
    
    $
    318.10Sub-ToQl Payable
    
    
    
    
    
    $
    6851.44
    
    
    $
    129.81Add. GST @ 4 1%
    
    
    
    
    
    $
    129.81otal Payable inclusive of GST
    
    
    
    
    
    $
    6,981.25




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9 SPECIMEN BANKS/FINANCE COMPANYS/
INSURANCE COMPANYS GUARANTEE FORM
 GUARANTE
 
 WHEREAS:
 [TRIO-TECH INTERNATIONAL PTE LTD] of [ 6 KIAN TECK ROAD  SINGAPORE 628765] (the Tenant) [UNIT #01 -09/10/11 BLK 1008 TOA PAYOH NORTH TOA PAYOH
NORTH INDUSTRIAL ESTATE SINGAPORE 318996] (the Premises) [10 September 2003] (The Tenancy,
   [16 September 2003] [16 February 2007] (the expiry date)
   [Signature, names and designations of authorised signatories of Bank/Finance
Company/insurance Company and rubber stamp of Bank/Finance Company/insurance Company]