Exhibit 10.2


	
 

	
 


	
Date:

	
7th December 2006


	
 

	
 


	
Our Ref: 

	
CR/MM/TEAM 8/BTA





CONFIDENTIAL


Atlantic Components Limited

B24-B27, 1/F., Block B,

Proficient Industrial Centre,

6 Wang Kwun Road,

Kowloon Bay,

Kowloon, Hong Kong.


Attn.: Mr. Yang Chun Lun


Dear Sirs,


BANKING FACILITIES


Standard Chartered Bank (Hong Kong) Limited (the “Bank”) is pleased to
offer the following banking facilities (the “Facilities”) to the Customer below
for the purposes of general working capital and trade finance requirement,
subject to the Bank’s Standard Terms and Conditions for Banking Facilities and
Services (including the Trade Finance Supplement) and Terms and Conditions for
Foreign Exchange Business attached and the terms and conditions set out in
this facility letter.


	
 

	
 


	
A.

	
CUSTOMER:


	
 

	
 


	
 

	
Atlantic
 Components Limited


	
 

	
 


	
B.

	
FACILITY
 LIMITS:


	
 

	
 


	
 

	
General
 Banking Facilities






	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Type(s) of
 Facility

	
 

	
Facility
 Limit(s)

	
 

	
Designated
 Customer(s) and Sub-limit(s), if applicable


	


	


	


	


	


	


	



	
1.

	
Current Account
 Overdraft

	
 

	
HKD100,000.-

	
 

	
•

	
The Customer


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
2. 

	
Trade Finance

	
 

	
HKD14,800,000.-

	
 

	
•

	
The Customer


	
 

	
(Please refer to Appendix 1 for product details.)

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(a) Trade Finance
 Group All

	
 

	
 

	
 

	
•

	
The Customer (HKD14,800,000.-)


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(b)
 Trade Finance Group 1

	
 

	
 

	
 

	
•

	
The Customer (HKD12,800,000.-)


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(c)
 Trade Finance Group 2

	
 

	
 

	
 

	
•

	
The Customer (HKD12,800,000.-)


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(d) Trade Finance Group 3

	
 

	
 

	
 

	
•

	
The Customer (HKD12,800,000.-)


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Total
 Facility Limit:

	
 

	
HKD14,900,000.-

	
 

	
 

	
 


	
 

	
 

	
 

	


	
 

	
 

	
 





Standard
Chartered Bank (Hong Kong) Limited

Wholesale Bank

Credit Risk Control 


11th Floor Standard Chartered Tower

388 Kwun Tong Road Kwun Tong Hong Kong


Winner of Total Caring Award 2005/2006






	
 

	
 


	
Atlantic
 Components Limited

	
Page 2





Notes: 


	
 

	
 


	
•

	
The aggregate
 outstanding of Facilities 2(b), 2(c) and 2(d) shall not at any time exceed 
HKD12,800,000.-.


	
 

	
 


	
•

	
The aggregate
 outstanding of all Sub-limits shall not at any time exceed the Facility Limit
 of that Facility and the Total Facility Limit.


	
 

	
 


	
•

	
Unutilized portion
 of Facility 1 can be earmarked for Facility 2 but not vice  versa. 







	
 

	
 


	
C.

	
PRICING AND
 CONDITIONS:






	
 

	
 

	
 

	
 

	
 

	
 


	
1.

	
Current Account
 Overdraft

	
 

	
Interest: 0.5% per annum over the higher of Prime or HIBOR, payable monthly in arrears.


	
 

	
 

	
 

	
 


	
2.

	
Trade Finance

	
 

	
Interest: 


	
 


	
 

	
 

	
 

	
HKD import/export
 facilities: 0.5% per annum below the Bank’s standard bills finance rate.


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Foreign currency
 import/export facilities: 1% per annum over the Bank’s standard bills
 finance rates.


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Commission:


	
 


	
 

	
 

	
 

	
Standard rates
 unless otherwise stipulated.




	
 

	
 

	
 

	
Letters of Credit
Opening Commission/
Commission in Lieu of Exchange/
Commission on Local Bills
Discount        


	
 


	
 

	
 

	
 

	
First USD50,000.- 

	

 1/4%


	
 

	
 

	
 

	
Balance

	
1/16%


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Commission on
 Import Invoice Financing


	
 


	
 

	
 

	
 

	
1/16% (minimum
 HKD250.-)


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Maximum
 tenor/advance percentage for:


	
 


	
 

	
 

	
 

	
Import facilities:
 Combined usance and import loan period of any transaction is not
 to exceed 45 days.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Export facilities:
 45 days.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Import invoice financing
 is allowed subject to the following conditions:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
Up to 100%
 financing against submission of certified true copy of supplier’s invoice.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
The maximum loan
 period is not to exceed 30 days calculated from date of finance.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iii)

	
The list of the
 approved suppliers for the time being is as per Appendix (II) attached.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iv)

	
Loan proceeds will
 be directly remitted to suppliers’ bank accounts.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(v)

	
ln-house import
 invoice financing is forbidden.












	
 

	
 


	
Atlantic
 Components Limited

	
Page 3







	
 

	
 


	
Handling Fee of
 Facilities:

	
HKD9,000.-, payable
 upon your signing of this letter, and other handling fee to be mutually
 agreed and payable on each anniversary of the date of this letter if the
 Facilities are continuing.








	
 

	
 


	
D.

	
SECURITY
 AND CONDITIONS PRECEDENT:





The availability of the Facilities is conditional upon the Bank’s
holding/receipt of the following documents, items and evidence (both in form
and substance) satisfactory to the Bank:


	
 

	
 


	
1.

	
This letter duly executed by the
 Customer.


	
 

	
 


	
2.

	
All monies Charge
 Over Deposits and/or all monies Charge Over Securities executed by Classic
 Electronics Limited in favour of the Bank, together with all usual
 documentation required by the Bank, in an amount of not less than
 HKD1,560,000.-. The charged securities under the Charge Over Securities are to
 be held to the order of the Bank or in the name(s) of the Bank’s nominee(s).
 (The Bank reserves the right to require an extra margin.)


	
 

	
 


	
 

	
At the sole
 discretion of the Bank, the charged deposits under the above Charge Over
 Deposits and the charged securities under the above Charge Over Securities
 are allowed to be placed in the forms of deposits and/or principal protected
 structured deposits acceptable to the Bank (collectively the “Investment
 Portfolio”). The Investment Portfolio must at all times maintain
 mark-to-market forced sale value and security cover ratios agreed by the
 Bank.


	
 

	
 


	
3.

	
An all monies
 Charge Over Deposits executed by the Customer and/or Systematic Information
 Limited in favour of the Bank in an amount of not less than HKD3,720,000.-.
 (The Bank reserves the right to require an extra margin.)


	
 

	
 


	
4.

	
A personal guarantee executed by
 Mr. Yang Chung Lun for an unlimited amount.


	
 

	
 


	
5.

	
An all monies
 First Tripartite Legal Charge over the property at Workshop B9, 1/F., Block
 B, Proficient Industrial Centre, 6 Wang Kwun Road, Kowloon Bay, KowIoon, Hong
 Kong in the name of Systematic Information Limited.


	
 

	
 


	
6.

	
An all monies
 First Tripartite Legal Charge over the property at Workshop B12, 1/F., Block B, Proficient Industrial
 Centre, 6 Wang Kwun Road, Kowloon Bay, Kowloon, Hong Kong in the name of
 Solution Semiconductor (China) Limited.


	
 

	
 


	
7.

	
Original/Certified
 copies of all necessary consents, approvals and other authorisations
 (including board resolutions) in connection with the execution, delivery and
 performance of this letter and all other documents mentioned above, if
 applicable.


	
 

	
 


	
8.

	
(if any of the
 facilities referred to in this letter are to be made available by Standard
 Chartered Bank or other members of the Standard Chartered Group) All such
 documents, items or evidence with, in favour of or to Standard Chartered Bank
 or, as the case may be, such member of the Standard Chartered Group as the
 Bank may request.


	
 

	
 


	
9.

	
Such other
 documents, items or evidence that the Bank
 may request from time to time.












	
 

	
 


	
Atlantic Components
 Limited

	
Page 4








	
 

	
 


	
E.

	
COVENANTS AND
 UNDERTAKINGS:





The
Customer undertakes to the Bank that it will:


	
 

	
 

	
 


	
1.

	
promptly submit to the Bank:


	
 

	
 

	
 


	
 

	
•

	
a certified copy of the audited
 financial statements of the Customer within 9 months after its financial year
 end;


	
 

	
 

	
 


	
 

	
•

	
a certified copy of the interim
 management accounts of the Customer within 3 months after the end of the relevant accounting period; and


	
 

	
 

	
 


	
 

	
•

	
a certified copy of the
 semi-annual debtor/stock list of the Customer within 30 days after the end of
 the relevant accounting period; and 


	
 

	
 

	
 


	
 

	
•

	
other information that the Bank
 may request from time to time.


	
 

	
 

	
 


	
2.

	
immediately inform the Bank:


	
 

	
 

	
 


	
 

	
•

	
of any change of the Customer’s
 directors or beneficial shareholders or amendment to its memorandum or
 articles of association or equivalent constitutional documents; 


	
 

	
 

	
 


	
 

	
•

	
of any substantial change to the
 general nature of the Customer’s existing business; or 


	
 

	
 

	
 


	
 

	
•

	
if it becomes, or is aware that
 any of its directors, shareholders, partners or managers becomes, a Related
 Person (as defined in paragraph 5 of section G of this letter).


	
 

	
 

	
 


	
3.

	
maintain its minimum net worth
 at not less than HKD10,500,000.- from the financial year December 2006
 onwards.


	
 

	
 


	
4.

	
procure that all its obligations
 in connection with the
 Facilities will at all times rank at least pari passu in terms of security
 and support (including third party) with all its other present and future
 obligations.








	
 

	
 


	
F.

	
TOP-UP
 REQUIREMENT:





The
Customer shall at all times comply with the security cover ratios specified in
this letter or as notified by the Bank to the Customer from time to time. If
any of the security cover ratios shall at any time fall below the required
level, the Customer shall provide additional security acceptable to the Bank
and/or reduce the relevant outstanding in order to comply with the relevant
requirements within the time limit imposed by the Bank from time to time.


Investment
Portfolio


Combined
mark-to-market forced sale value of the Investment Portfolio must not less than
HKD1,560,000.-.


	
 

	
 


	
G.

	
OTHER TERMS AND
 CONDITIONS







	
 

	
 


	
1.

	
The Facilities are available at
 the sole discretion of the Bank. The Bank may at any time immediately
 terminate, cancel or suspend the Facilities or otherwise modify the
 Facilities without the consent of any party.


	
 

	
 


	
2.

	
Notwithstanding any provisions
 stated in this letter, the Facilities are repayable on demand by the Bank. The
 Bank has the overriding right at any time to require immediate payment and/or
 cash collateralisation of all or any sums actually or contingently owing to it under the
 Facilities.












	
 

	
 


	
Atlantic
 Components Limited

	
Page 5








	
 

	
 


	
3.

	
The Bank’s Standard Terms and
 Conditions for Banking Facilities and Services (including the Trade Finance
 Supplement) and Terms and Conditions for Foreign Exchange Business (“Standard
 Terms and Conditions”) attached and/or referred to in this letter forms an
 integral part of this letter and the Customer agrees to observe and be bound
 by such Standard Terms and Conditions.


	
 

	
 


	
4.

	
The terms and conditions set out
 or referred to in this letter supersede and replace those set out in our
 letter (if any) previously sent to
 the Customer(s).


	
 

	
 


	
5.

	
Please note that section 83 of
 the Banking Ordinance imposes on
 the Bank certain limitations on advances to persons (including firms,
 partnerships and companies) related to its directors, employees with lending
 authority or controllers (each
 person so related shall be referred to as a “Related
 Person”). When acknowledging and accepting this facilities letter, you should
 advise us if you are, or any of your directors, shareholders, partners or
 managers is, a Related Person within the meaning of the Banking Ordinance. If
 subsequent to your acceptance of this facilities letter, you become, or are
 aware that any of your directors, shareholders, partners managers is or
 becomes, a Related Person, you should immediately advise us in writing.


	
 

	
 


	
6.

	
The Customer acknowledges the
 following:







	
 

	
 

	
 


	
 

	
(a)

	
The Customer has received and
 read the Bank’s Notice to Customers and Other Individuals relating to the
 Personal Data (Privacy) Ordinance (the “Ordinance”) and the Code of Practice
 on Consumer Credit Data (the “Notice”); and


	
 

	
 

	
 


	
 

	
(b)

	
The Customer has, or will, notify each of its Relevant
 Individuals, the Bank may, in the course of providing banking services to
 the Customer, receive Customer information in respect of that Relevant
 Individual.


	
 

	
 

	
 


	
 

	
For the purpose of the above,
 the Ordinance defines a Relevant Individual as being one of the following
 (but not limited to) Chief Executive Officer, Chief Financial Officer, Chief
 Operating Officer, department heads, corporate officers (e.g. authorized
 signatories, company secretary etc.), directors, major shareholders,
 beneficial owners, and guarantors (where applicable).


	
 

	
 

	
 


	
7.

	
This letter shall be governed by
 and construed in accordance with the laws of Hong Kong SAR.





Please
sign and return to us the enclosed copy of this letter together with the
attached Standard Terms and Conditions for Banking Facilities and Services
Including the Trade Finance Supplement) and Terms and Conditions for Foreign
Exchange Business to the Bank’s Credit Risk Control at 11th Floor, Standard
Chartered Tower, 388 Kwun Tong Road, Kwun Tong, Kowloon within one month after
the date of this letter, failing which this offer shall lapse.


If you have any queries, please feel free to contact any of
the following person:


	
 

	
 

	
 

	
 

	
 


	
Queries
 on

	
 

	
Name

	
 

	
Telephone No.


	


	


	


	


	



	
 

	
 

	
 

	
 

	
 


	
Execution of bank documents

	
 

	
Ms. Justy Wong, Credit Support
 Manager

	
 

	
2282-6407


	
 

	
 

	
 

	
 

	
 


	
Banking arrangements

	
 

	
Ms. Claudia Ng, Senior
 Relationship Manager

	
 

	
2821-1830


	
 

	
 

	
 

	
 

	
 


	
Legal documentation

	
 

	
Messrs. Fred Kan & Co.

	
 

	
2598-1318












	
 

	
 


	
Atlantic
 Components Limited

	
Page 6





Yours
faithfully,

For and on behalf of

STANDARD CHARTERED BANK (HONG KONG) LIMITED








Lilian
Cheng

Senior Credit Documentation Manager


LC/JW/wy

Encl.


We agree
and accept all the terms and conditions set out above and the Bank’s Standard
Terms and Conditions for Banking Facilities and Services (including the Trade
Finance Supplement) and Terms and Conditions for Foreign Exchange Business
attached and/or referred to in this letter, which we have read and understood.


For and on
behalf of

ATLANTIC COMPONENTS LIMITED











	
 

	
 


	
Atlantic
 Components Limited

	
Page 7





Appendix I


TRADE
FINANCE FACILITY


Trade
Finance Group All


	
 

	
 


	
•

	
Negotiation of export credit
 documents with discrepancies on a with recourse basis





Trade
Finance Group 1


	
 

	
 

	
 


	
•

	
Purchase of documents against
 payment bills with title documents on parties acceptable to the Bank on a
 with recourse basis 


	
 

	
 


	
•

	
Issuance of import letters of
 credit 

	
- sight and usance


	
 

	
 

	
- with title documents





Trade
Finance Group 2


	
 

	
 

	
 


	
•

	
Issuance of import letters of
 credit 

	
- sight and usance


	
 

	
 

	
- without title documents


	
 

	
 

	
 


	
•

	
Shipping guarantees





Trade
Finance Group 3


	
 

	
 


	
•

	
Acceptance of drafts under import letters of credit


	
 

	
 


	
•

	
Release of documents against
 acceptance supported by trust receipts


	
 

	
 


	
•

	
Loans against trust receipts


	
 

	
 


	
•

	
Import loans


	
 

	
 


	
•

	
Import invoice financing












	
 

	
 


	
Atlantic
 Components Limited

	
Page 8





Appendix II


LIST OF
SUPPLIERS FOR IMPORT INVOICE FINANCING


	
 

	
 


	
•

	
Samsung Electronics HK Ltd.


	
 

	
 


	
•

	
Tomen Devices Corporation


	
 

	
 


	
•

	
Jimg Wing Technology Co. Ltd.


	
 

	
 


	
•

	
Gaipu Electronics Co. Ltd.


	
 

	
 


	
•

	
Kreton Corp


	
 

	
 


	
•

	
Power Memory International Co.
 Ltd.


	
 

	
 


	
•

	
ACL Technology Pte Ltd.


	
 

	
 


	
•

	
Athena Technology (Taiwan) Ltd.


	
 

	
 


	
•

	
Favorities Place Inc. DBA
 Streamline 


	
 

	
 


	
•

	
Minpo Corporation


	
 

	
 


	
•

	
Optimum Care International Co.
 Ltd.


	
 

	
 


	
•

	
Plusmos Technologies Inc.


	
 

	
 


	
•

	
Smart Semicon Taiwan


	
 

	
 


	
•

	
Excelpoint Systems (PTE) Ltd.


	
 

	
 


	
•

	
B & Data Technology Co. Ltd.


	
 

	
 


	
•

	
Marubun Semicon Corporation Hong
 Kong Branch


	
 

	
 


	
•

	
Tradezone (HK) Ltd.


	
 

	
 


	
•

	
OM Associates Pte Ltd.


	
 

	
 


	
•

	
Lok Yiu Industries Ltd. T/A
 Silink Trading Co.


	
 

	
 


	
•

	
3- Con Electronics
 Ltd.


	
 

	
 


	
•

	
Chipking Electronic Co. Ltd.