Exhibit 10.6 


Private and
Confidential  


Date: 17th
April, 2008 


Our Ref:
UCA-F-2008-0822 


M/s. Atlantic
Components Limited

Flat 24-27, 1/F., Block B,

Proficient Industrial Centre,

6 Wang Kwun Road,

Kowloon Bay,

Kowloon. 


Dear Sirs, 


Banking Facilities 


With reference
to our recent discussions, we, Industrial and Commercial Bank of China (Asia)
Limited (the “Bank”), are pleased to offer the following banking facilities to
you (the “Borrower”), subject to the terms and conditions outlined below, the
Bank’s General Agreement - General Banking Facilities (Form No.
110-1104C/0709/GH) and other agreements, availability of funds, periodic
review, amendments and withdrawal at our sole and absolute discretion. You are
advised to read and understand the terms and conditions, and seek independent
legal advice, before accepting this Facility Letter. 


	
 

	
 

	
 


	
1.

	
FACILITIES 


	
 

	
 


	
 

	
The
 facilities are available in the following forms up to the maximum amount
 specified below: 


	
 

	
 

	
 


	
 

	
Facility (a) 

	
 


	
 

	
 

	
 


	
 

	
Invoice
 Trust 

 Receipts (ITR) 

 for 45 days 

	
To the
 extent of HKD12,500,000.00 (Hong Kong Dollars Twelve Million Five Hundred
 Thousand Only).


	
 

	
 

	
 


	
 

	
Interest
 Rate

	
For bills in
 foreign currencies, at 0.5% p.a. below Best Lending Rate of that foreign
 currency as determined by us
 from time to time. For bills in Hong Kong Dollars, at 0.5% p.a. below Hong
 Kong Dollar Best Lending Rate as determined by us from time to time or 3%
 p.a. over Hong Kong Inter Bank Offered Rate (HIBOR), whichever is higher.
 Such Interest Rate is subject to fluctuation and amendment at our discretion.
 Interest payable will be calculated on the basis of actual number of days
 elapsed and a 365-day year (including leap years) for Hong Kong Dollars and
 Great Britain Pounds/sterling or a 360-day year for other currencies.





1/7


Industrial and
Commercial Bank of China (Asia) Limited 33/F., ICBC Tower, 3 Garden Road,
Central, Hong kong. Tel: 2588 1188 Fax: 2805 1166 






Private and Confidential 


Date: 17th
April, 2008 


Our Ref:
UCA-F-2008-0822 


	
 

	
 

	
 

	
 


	
 

	
Commission

	
 

	
At 1/4% flat
 on the first USD50,000.00 or its equivalent in other currency, and at 1/16%
 flat on balance in excess of USD50,000.00.


	
 

	
 

	
 

	
 


	
 

	
Repayment

	
 

	
On demand.


	
 

	
 

	
 

	
 


	
 

	
Conditions

	
 

	
A.     Documents
 required:


	
 


	
 

	
 

	
 

	
         1)     Certified
 Invoice copy


	
 


	
 

	
 

	
 

	
         2)     Application
 for TR loan


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
B.     Restricted
 suppliers:


	
 


	
 

	
 

	
 

	
         1)     Samsung
 Electronics Hongkong Company Limited


	
 


	
 

	
 

	
 

	
         2)     Tomen Devices Corporation Hong Kong
 Branch


	
 

	
 

	
 

	
 


	
 

	
Facility (b) 

	
 

	
 


	
 


	
 

	
All existing
 facilities and modifications thereto, other facilities and other liabilities
 of whatsoever nature, whether contingent or actual, existing or in the
 future, quantified or not, alone or with others, as principal or surety, or
 otherwise, may be granted or incurred at our discretion.


	
 

	
 

	
 

	
 


	
2.

	
AVAILABILITY AND REPAYMENT ON DEMAND




	
 

	
The
 availability of the facilities is subject to your execution of all required
 documents in form and substance satisfactory to us. In addition, the above
 facilities are subject to our periodic review, and it is expressly agreed
 that the facilities will at all times be available at the sole and absolute
 discretion of the Bank. Notwithstanding any other provisions contained in
 this Facility Letter or in any other documents, we reserve the overriding
 right at any time to demand immediate repayment and/or cash collateralisation
 of all or any part of the Borrower’s outstanding indebtedness, liabilities
 and obligations under or in connection with the facilities, whether actual or
 contingent, primary or collateral, existing or in the future, matured or not.
 The Borrower shall duly comply with each such demand.





2/7 


Industrial and Commercial Bank of China (Asia) Limited 33/F., ICBC Tower, 3
Garden Road, Central, Hong Kong. Tel: 2588 1188 Fax: 2805 1166 






Private and Confidential 


Date: 17th
April, 2008 


Our Ref:
UCA-F-2008-0822 


	
 

	
 


	
3.

	
DEFAULT INTEREST


	
 


	
 

	
Any amount
 outstanding under this Facility Letter which is unpaid on the due date or
 exceeds the permitted facility amount shall bear interest at the Bank’s then
 prevailing overdue or over limit interest rate, and may be compounded monthly
 or at such other intervals as the Bank determines. The Bank may, without
 prejudice to its other rights, increase the interest rate on the entire
 amount outstanding under this Facility Letter automatically (without prior
 notice) as soon as and if any amount becomes overdue notwithstanding anything
 to the contrary contained in any other documents or security deeds.


	
 

	
 


	
4.

	
SECURITY


	
 


	
 

	
The
 facilities are granted against the following securities (the “Securities”):


	
 

	
 


	
(a)

	
Fixed
 deposit placed with us for not less than HKD5,000,000.00 or its equivalent in
 a foreign currency acceptable to the Bank in name of Borrower to be charged
 to us and registered.


	
 

	
 


	
(b)

	
A fresh
 continuing Personal Guarantee from Mr. Yang Chung Lun (“Guarantor(s)”) in our
 favour for an unlimited amount.


	
 

	
 


	
(c)

	
Any other
 security as may be required by us from time to time.


	
 

	
 


	
5.

	
UNDERTAKINGS


	
 


	
5.1

	
The Borrower
 at all times shall provide any other documents as may reasonably be requested
 by the Bank from time to time.


	
 

	
 


	
5.2

	
The
 Borrower’s failure for any reason whatsoever to comply with any of the
 aforesaid undertakings constitutes an event of default and all amounts
 (actual or contingent, existing or in the future) due or owing by the
 Borrower shall, without any demand, become immediately due and payable unless
 a waiver in writing is given by us.


	
 

	
 


	
6.

	
CONSOLIDATION OF FACILITIES
 & SECURITIES


	
 


	
6.1

	
The
 Borrower/Guarantor hereby jointly and severally acknowledges that the
 facilities herein described shall be granted in addition to other facilities
 which the Bank may have granted or may in the future grant to the Borrower
 above or jointly with other parties (hereinafter collectively called “the
 Facilities”)





3/7 



Industrial and
Commercial Bank of China (Asia)
Limited 33/F., ICBC Tower,
3 Garden Road, Central, Hong Kong. Tel: 2588 1188 Fax: 2805 1166 






Private and Confidential 


Date: 17th
April, 2008 


Our Ref:
UCA-F-2008-0822


	
 

	
 


	
6.2

	
The Borrower/Guarantor
 hereby jointly and severally acknowledges that the security herein described
 shall be given in addition to other securities which the Bank may have
 received or may in the future received from any parties who may or may not be
 a party or parties in this Facility Letter. 


	
 

	
 


	
6.3

	
The Bank may
 without notice to the Borrower/Guarantor treat the Facilities as being
 integrated or consolidate the Facilities in such manner as the Bank may deem
 fit at the Bank’s discretion.


	
 

	
 


	
6.4

	
The
 Securities shall at all times be treated as consolidated or collateralised to
 the extent that the Securities may or shall be treated as securities for the
 Facilities. 


	
 

	
 


	
7.

	
OTHER TERMS AND CONDITIONS 


	
 

	
 


	
7.1

	
Pursuant to
 the Deposit Protection Scheme Ordinance (Cap.581), the security described in
 clause 4(a) is not a protected
 deposit and is not protected by the Deposit Protection Scheme in Hong Kong.
 The Borrower hereby jointly and severally acknowledge(s) that they have
 received notice from the Bank and understand that the security described in
 clause 4(a) is not a protected deposit and is not protected by the Deposit
 Protection Scheme in Hong Kong pursuant to the Deposit Protection Scheme
 Ordinance (Cap.581). For the avoidance of doubt, this clause is without
 prejudice to all the rights, powers and remedies available to the Bank
 hereunder. 


	
 

	
 


	
7.2

	
All costs,
 expenses and charges including legal fees and other out-of-pocket expenses
 are to be borne by you. A facility fee of HKD6,000.00 for the subject
 facilities shall be payable upon your acceptance of this Facility Letter. All
 fees paid are non-refundable whether or not any facility is drawn down or
 used. 


	
 

	
 


	
7.3

	
Our
 certificate as to a rate or any amount owing from you to us is, except for
 manifest error, conclusive and binding on you. 


	
 

	
 


	
7.4

	
If any sum
 is payable by you but unpaid, the Bank may, without prior notice, combine all
 or any of your accounts anywhere with the Bank whether held singly or jointly
 with others and all your liabilities (whether actual or contingent, primary
 or collateral, future or existing, alone or jointly with others, matured or
 not). For such purpose, the Bank may convert any currency into another
 currency at the Bank’s spot rate, treat future liabilities as presently due
 after a discount by the Bank to present value in a commercially reasonable
 manner, and reasonably estimate the amounts of contingent or unquantified
 liabilities. This is not intended to create a security interest. 





4/7 



Industrial and
Commercial Bank of China (Asia) Limited 33/F., ICBC Tower, 3 Garden Road, Central,
Hong Kong. Tel: 2588 1188 Fax: 2805 1166 






Private and Confidential 


Date: 17th
April, 2008 


Our Ref:
UCA-F-2008-0822 


	
 

	
 


	
7.5

	
The Bank
 shall be entitled to employ debt collecting agents to collect any sum due but
 unpaid by the Borrower under the facilities. The Borrower agrees and
 acknowledges that the Borrower has been warned, that the Borrower shall
 indemnify the Bank against all reasonable costs and expenses which the Bank
 may reasonably incur in the employment of debt collecting agents. 


	
 

	
 


	
8.

	
GOVERNING
 LAW




	
 

	
This
 Facility Letter shall be governed by and construed in accordance with the
 laws of the Hong Kong Special Administrative Region and the Borrower agrees
 to submit to the non-exclusive jurisdiction of the Courts of the Hong Kong
 Special Administrative Region.





By accepting
this Facility Letter, you hereby give consent to Bank that: for as long as
there are banking facilities available to you or there are outstandings owed to
the Bank by you, (a) the Bank may provide the guarantors and third party
security providers with copies of your application(s) for the facilities,
facility letters, latest statement of account (if any), other financial
information and demand letters; and (b) we are authorized to contact all
relevant parties for verification purposes and to disclose any information
about you/the guarantors/third party security providers to any third parties
for the purposes of exchanging credit information, debt collection and/or any other
reasonable purposes. You shall as soon as possible notify us in writing of any
change of information provided to us and any difficulty you may have in
repaying or servicing outstanding interest and/or principal. We may transfer
our rights and obligations and disclose your information to any person
proposing to enter into any contract with us or as required by law or any order
or requirement of any court or regulatory authority. 


5/7



Industrial and
Commercial Bank of China (Asia) Limited 33/F., ICBC Tower, 3 Garden Road,
Central, Hong Kong. Tel: 2588 1188 Fax: 2805 1166






Private and Confidential 


Date: 17th
April, 2008 


Our Ref:
UCA-F-2008-0822 


The Hong Kong
Monetary Authority has issued a supervisory guideline in relation to Commercial
Credit Reference Agency (“CCRA”) requiring banks to collect and share credit
data of Borrower to be made available to designated CCRA. In this connection,
by signing and returning to us a copy of this facility letter, the Borrower
hereby expressly consents the Bank, in its absolute discretion, to access use
collect supply furnish or divulge either in writing or otherwise such credit
information relating to the Borrower known to or experienced by the Bank to
licensed banks, merchant banks, deposit taking companies and other finance
bodies or any credit reference agencies or similar organization in connection
with the lawful business of such persons including but not limited to the
provisions of credit, credit review, credit scoring or matching. Without prejudice
to the foregoing, the Borrower, the Guarantor or if applicable each of their
respective officers (any of the foregoing being referred to as a “Data
Provider”) hereby agrees that any commercial personal and account data
supplied from time to time to the Bank whether by the Data Provider or by a
third party pursuant to or in connection with this Facility or any related
documents or transactions may be used by the Bank in connection with the
administration of this Facility and in relation to the purposes and disclosed
to the persons as stated in the Circular to Customers and Other Individuals
relating to the Personal Data (Privacy) Ordinance.




Please note that Section 83
of the Banking Ordinance has imposed on us as a bank certain limitations on
advances to persons related to our directors and employees. In acknowledging
this Facility Letter, you confirm to us that you are not in any way related to
any of our directors or employees within the meaning of Section 83. You
undertake to advise us promptly in writing if you become so related subsequent
to this date. 


Please signify
your agreement and acceptance of this offer by signing and returning the
duplicate of this Facility Letter on or before 15th May, 2008,
failing which this offer will automatically lapse unless extended by us. 


We are pleased
to be of service to you.


Yours
faithfully, 

For Industrial and Commercial Bank of China
(Asia) Limited 


(Authorised
Signatures) 


6/7 


(ILLEGIBLE)






Private and Confidential 


Date: 17th
April, 2008 


Our Ref: UCA-F-2008-0822



The Borrower
hereby confirms that the Borrower understands the above terms and conditions
and agrees to accept and abide by them: 


	
 


	



	
for M/s.
 Atlantic Components Limited


	
Date:





The Guarantor
hereby confirms my understanding of the contents of this Facility Letter and
agrees to obtain independent professional advice in good time prior to the
execution of the guarantee: 


	
 


	



	
Mr. Yang
 Chung Lun


	
Date:





7/7 


(ILLEGIBLE)