Exhibit 10.11


Date: 27 December 2006


Our ref: P/HIHI3/01421/06


Atlantic Components Limited 

B24-27, 1st Floor, Block B 

Proficient Industrial Centre 

6 Wang Kwun Road 

Kowloon Bay

Kowloon


Dear Sirs,


BANKING FACILITIES


DBS
Bank (Hong Kong) Limited (the “Bank”, which expression shall include its
successors and assigns) is pleased to advise that it is prepared to consider
making available or continuing to make available the banking facilities
detailed below (the “Facilities”) to the Borrower described below, subject to
the provisions of this facility letter, the attached “Terms and Conditions
Governing Banking Facilities and Services” and the “Terms and Conditions
Governing Factoring Facilities and Services”.


	
 

	
 


	
A.

	
BORROWER:


	
 

	
 


	
 

	
Atlantic Components Limited


	
 

	
 


	
B.

	
FACILITY
 LIMITS:








	
 

	
 

	
 

	
 

	
 


	
 

	
Type(s) of Facility

	
 

	
Facility
 Limit(s)


	
 

	


	


	



	
 

	
1.

	
Overdraft

	
 

	
HKD200,000.-


	
 

	
2.

	
Installment Loan (1) (Outstanding Amount) 

 (Loan No 7904682630)

	
 

	
HKD13,837,354.70


	
 

	
3.

	
Installment Loan (II) (Outstanding Amount) 

 (Loan No 7904682710)

	
 

	
HKD1,484,816.02 


	
 

	
4.

	
Tax Loan (Outstanding Amount) 

 (Loan No 7904748320)

	
 

	
HKD1,123,511.84


	
 

	
5.

	
Letter of Credit

	
 

	
HKD30,000,000.-


	
 

	
6.

	
Trust Receipt

	
 

	
HKD30,000,000.-


	
 

	
7.

	
Account Payable Financing

	
 

	
HKD30,000,000.- 


	
 

	
8.

	
Factoring

	
 

	
HKD3,000,000.-


	
 

	
9.

	
Letter of Guarantee

	
 

	
HKD3,000,000.-


	
 

	
 

	
 

	
 

	
 


	
 

	
lmportant Condition(s) Governing Facility Limits:-


	
 

	
 

	
 

	
 

	
 


	
 

	
•

	
The aggregate outstanding of Facilities 5 to 7
 shall not at any time exceed HKD30,000,000.-.








	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
DBS Bank
 (Hong kong) Limited 

	
 

	
Tel 852.221 8 8598


	
 

	
 

	
Enterprise
 Banking 

	
 

	
Fax 852.2285 3628


	
 

	
 

	
16th
 Floor, The Center

	
 

	
www.dbs.com


	
 

	
 

	
99
 Queen’s Road Central

	
 

	
 


	
 

	
 

	
Central,
 Hong Kong

	
 

	
 












	
 

	
 


	
Atlantic
 Components Limited

	
Our
 ref: P/HIHI3/01421/06


	









	
 

	
 


	
C.

	
PRICING AND CONDITIONS:


	
 

	
 


	
 

	
Unless otherwise provided
 herein, interest and commission(s) on the Facilities will be charged at the
 Bank’s standard rate that may be varied from time to time at the Bank’s
 discretion.








	
 

	
 

	
 

	
 


	
 

	
Overdraft

	
Interest: 0.5% per annum over Prime Rate, on the
 outstanding amount from drawdown until repayment in full, as conclusively
 calculated by the Bank. 


	
 

	
 

	
 

	
 


	
 

	
Installment Loan (I) 

 (Loan No 7904682630)

	
Interest: 2.75% per annum below Prime Rate on the
 outstanding amount from drawdown until repayment in full, as conclusively calculated
 by the Bank.


	
 

	
 

	
 

	
 


	
 

	
 

	
Repayment: Principal together with accrued interest
 will be repayable by 235 equal monthly installments (except final payment
 which shall be the then outstanding balance and accrued interest). At the
 Bank’s discretion and without prior notice, the amount and/or the number of
 monthly installments may be varied if the interest rate changes. The first
 installment shall be paid one month after the date of advance of the loan and
 the subsequent installments shall be paid on the corresponding day of each
 succeeding month until the loan and all accrued interest are repaid in full.


	
 

	
 

	
 

	
 


	
 

	
 

	
Prepayment:


	
 

	
 

	
 

	
 


	
 

	
 

	
•

	
one month prior written
 notice.


	
 

	
 

	
 

	
 


	
 

	
 

	
•

	
if full prepayment is not
 on an installment due date, interest shall be calculated and payable up to
 upcoming installment due date.


	
 

	
 

	
 

	
 


	
 

	
 

	
•

	
Prepayment Fee. A fee will
 apply for a prepayment during the stipulated period after drawdown: 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Fee on Full Prepayment 


Within 1st six
months:           1% of
amount prepaid 


Fee on Partial Prepayment 


Within 1st six months:
          1% of amount
prepaid 


	
 

	
 

	
 

	
 


	
 

	
Installment Loan (II)

 (Loan No 7904682710)

	
Interest: 2% per annum below Prime Rate on the
 outstanding amount from drawdown until repayment in full, as conclusively
 calculated by the Bank.


	
 

	
 

	
 

	
 


	
 

	
 

	
Repayment: Principal together with accrued interest
 will be repayable by 55 equal monthly installments (except final payment
 which shall be the then outstanding balance and accrued interest). At the
 Bank’s discretion and without prior notice, the amount and/or the number of
 monthly installments may be varied if the interest rate changes. The first
 installment shall be paid one month after the date of advance of the loan and
 the subsequent installments shall be paid on the corresponding day of each
 succeeding month until the loan and all accrued interest are repaid in
 full.





2






	
 

	
 


	
Atlantic Components Limited

	
Our ref:
 P/HIHI3/01421/06


	









	
 

	
 

	
 

	
 


	
 

	
 

	
Prepayment:


	
 

	
 

	
 

	
 


	
 

	
 

	
•

	
one month prior written
 notice.


	
 

	
 

	
 

	
 


	
 

	
 

	
•

	
if full prepayment is not
 on an installment due date,
 interest shall be calculated and payable up to upcoming installment due date.


	
 

	
 

	
 

	
 


	
 

	
 

	
•

	
Prepayment Fee. A fee will
 apply for a prepayment during the stipulated period after drawdown: 


 Fee on Full Prepayment 


 Within 1st year: 1% of amount prepaid 


 Fee on Partial Prepayment 


 Within 1st year: 1% of amount prepaid


	
 

	
 

	
 

	
 


	
 

	
Tax Loan 
(Loan No
 7904748320)

	
Interest: 2% per annum below Prime Rate on the
 outstanding amount from drawdown until repayment in full, as conclusively
 calculated by the Bank. 


	
 

	
 

	
 

	
 


	
 

	
 

	
Repayment: Principal together with accrued interest
 will be repayable by 11 equal monthly installments (except final payment
 which shall be the then outstanding balance and accrued interest). At the
 Bank’s discretion and without prior notice, the amount and/or the number of
 monthly installments may be varied if the interest rate changes. The first
 installment shall be paid one month after the date of advance of the loan and
 the subsequent installments shall be paid on the corresponding day of each succeeding month until the loan and
 interest thereon are repaid in full.


	
 

	
 

	
 

	
 


	
 

	
 

	
Conditions applicable to
 Full Prepayment:


	
 

	
 

	
 

	
 


	
 

	
 

	
•

	
one month prior written
 notice;


	
 

	
 

	
 

	
 


	
 

	
 

	
•

	
if prepayment is not made
 on an installment due date, interest shall be calculated and payable up to
 the upcoming installment due date;


	
 

	
 

	
 

	
 


	
 

	
 

	
•

	
1% (or such other rate as
 is prevailing at that time) as handling fee charged on the outstanding
 principal.


	
 

	
 

	
 

	
 


	
 

	
Letter of Credit (“L/C”)

	
Maximum Tenor: 6 months at sight.


	
 

	
 

	
 

	
 


	
 

	
 

	
L/C Opening Commission 


 1st
 USD50,000.-                 1/4% 

 Balance
                               1/16%


	
 

	
 

	
 

	
 


	
 

	
Trust Receipt (“T/R”)

	
Maximum Tenor: 45 days. 

 

 Maximum Tenor (T/R plus Acceptance): 45 days.


	
 

	
 

	
 

	
 


	
 

	
 

	
Interest: (i) 1.25% per annum below Standard Bills Rate
 quoted by the Bank from time to time for HKD bills, or (ii) 0.75% per annum
 below Standard Bills Rate quoted by the Bank from time to time for other
 currency bills, on the outstanding amount from drawdown until repayment in
 full, as conclusively calculated by the Bank.





3






	
 

	
 


	
Atlantic Components Limited

	
Our ref:
 P/HIHI3/01421/06


	









	
 

	
 

	
 

	
 

	
 


	
 

	
Account Payable Financing

	
 

	
Financing percentage: 100% of invoice value against original or
 copy of supplier’s invoice duly certified as a true copy by the Borrower.


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Maximum Tenor: 45 days, less: (i) supplier’s credit
 period (if any); and (ii) in case payment is made to the supplier after the
 payment due date, the period already lapsed.


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Interest: (i) 1.25% per annum below Standard Bills
 Rate quoted by the Bank from time to time for HKD bills or (ii) 0.75% per
 annum below Standard Bills Rate quoted by the Bank from time to time for
 other currency bills, on the outstanding amount from drawdown until repayment
 in full, as conclusively calculated by the Bank.


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Account Payable Financing
 Commission 


	
 


	
 

	
 

	
 

	
1st USD50,000.-                            1/4%
 


	
 

	
 

	
 

	
Balance                                         1/16%


	
 

	
 

	
 

	
 


	
 

	
Factoring

	
 

	
Terms and conditions are
 stipulated in “Terms and Conditions Governing Factoring Facilities and
 Services” attached to this letter and in the Factoring Agreement. In case of inconsistency between the
 Factoring Agreement and this letter the latter shall prevail. 


	
 

	
 

	
 

	
 


	
 

	
Letter of Guarantee

	
 

	
Condition:

	
The Letter of Guarantee(s)
 should be in all aspects including but not limited to tenor, terms,
 conditions and format, acceptable to the Bank.


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Commission: 1.5% per annum will be collected annually
 and refunded on pro-rata basis upon return and cancel the Letter of
 Guarantee.


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Approved Beneficiary: Avnet
 Sunrise Ltd.


	
 

	
 

	
 

	
 


	
 

	
Set Up Fee of Factoring Facility:

	
 

	
HKD3,000.-








	
 

	
 

	
 


	
D.

	
SECURITY AND CONDITIONS
PRECEDENT: 


	
 

	
 


	
 

	
The Facilities will be made
 available or continue to be made available to the Borrower provided that the
 Bank has received each of the following, in a form and substance satisfactory
 to the Bank:


	
 

	
 

	
 


	
 

	
1.

	
This letter duly executed
 by the Borrower.


	
 

	
 

	
 


	
 

	
2.

	
General Commercial
 Agreement duly executed by the Borrower.


	
 

	
 

	
 


	
 

	
3.

	
All monies Charge on Cash
 Deposit(s) duly executed by the Borrower in favour of the Bank in an amount
 of not less than HKD5,000,000.- or its equivalent in a foreign currency,
 together with all interest accrued thereon. (The Bank has the right to require
 a margin on top of the amount specified above as pledged deposits)





4






	
 

	
 


	
Atlantic Components Limited

	
Our ref:
 P/HIHI3/01421/06


	









	
 

	
 

	
 


	
 

	
4.

	
All monies Second Legal
 Charge/Mortgage over the property at S.S. 155 of S.A. of Lot No. 1945 in D.D.
 7, Hong Lok Yuen, Tai Po, New Territories and an assignment of insurance
 policy in respect of the above property duly executed by and in the name of
 Systematic Information Limited.


	
 

	
 

	
 


	
 

	
5.

	
All monies First Legal
 Charge/Mortgage over the property at Sub-section 154 of Section A of Lot No
 1945 in D.D. 7, Tai Po, New Territories and an assignment of insurance
 policy in respect of the above property duly executed by and in the name of
 the Borrower.


	
 

	
 

	
 


	
 

	
6.

	
All monies First Legal
 Charge/Mortgage over the property at Workshop B24-27 on 1st Floor of Block B,
 Proficient Industrial Centre, No 6 Wang Kwun Road, Kowloon and an assignment
 of insurance policy in respect of the above property duly executed by and in
 the name of the Borrower.


	
 

	
 

	
 


	
 

	
7.

	
All monies Second Legal
 Charge/Mortgage over the property at Flat E on 9th Floor of Block 1, Royal
 Ascot, No. 1 Tsun King Road, Shatin, New Territories and an assignment of
 insurance policy in respect of the above property duly executed by and in the
 name of City Royal Limited.


	
 

	
 

	
 


	
 

	
8.

	
Guarantee and Indemnity for
 an unlimited amount duly executed by Yang Chung Lun.


	
 

	
 

	
 


	
 

	
9.

	
Factoring Agreement duly
 executed by the Borrower.


	
 

	
 

	
 


	
 

	
10.

	
All documents and/or other
 requirements for complying with Customer Acceptance Policies or similar
 requirements imposed by governing authorities and/or the Bank.


	
 

	
 

	
 


	
 

	
11.

	
Original or Certified
 copies of all necessary consents, approvals and other authorizations
 (including but not limited to those required by relevant governing
 authorities and/or the resolutions of the directors and shareholders of the
 Borrower and/or any security provider(s)) in connection with the execution,
 delivery, performance and enforcement of this letter and all other documents
 mentioned above, if applicable.


	
 

	
 

	
 


	
 

	
12.

	
Original or Certified copies
 of all necessary registrations and filings as may be required by relevant
 governing authorities in connection with the execution, delivery, performance
 and enforcement of this letter and all other documents mentioned above, if
 applicable.


	
 

	
 

	
 


	
 

	
13.

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


	
 

	
 

	
 


	
E.

	
FACILITY
 ADJUSTMENT AND TOP-UP REQUIREMENT


	
 

	
 

	
 


	
 

	
The Borrower shall comply
 with (and procure any security provider to comply with) at all times the
 security coverage ratio(s) specified in this letter or as may be determined
 by the Bank from time to time. If any of the security coverage ratio(s) shall
 at any time fall below the level required by the Bank, the Borrower shall
 provide additional security acceptable to the Bank and/or reduce the
 outstanding of the Facilities designated by the Bank, in order to comply with
 the relevant requirements within the time limit imposed by the Bank from time
 to time. Without prejudice to the rights of the Bank under this letter, the
 Bank is authorized, from time to time, to uplift, realize, collect or sell as
 the Bank may think fit and without being liable for any loss to the Borrower
 or any security provider, if applicable, all or any part of the securities
 pledged to the Bank without any prior notice to the Borrower or any security
 provider, if applicable, and to apply the proceeds in or towards satisfaction
 of the Borrower’s indebtedness owing to the Bank.





5






	
 

	
 


	
Atlantic Components Limited

	
Our ref:
P/HIHI3/01421/06 


	


	









	
 

	
 

	
 

	
 


	
F.

	
COVENANTS AND UNDERTAKINGS:


	
 

	
 

	
 

	
 


	
 

	
The Borrower undertakes to the Bank that it will:


	
 

	
 

	
 

	
 


	
 

	
•

	
ensure that all consents, licences, approvals,
 registrations and filings (as appropriate) in connection with the Facilities,
 guarantee or securities as may be provided in relation to the Facilities
 granted hereunder are duly obtained, completed and will remain in full effect
 throughout the period when there is outstanding under the Facilities.


	
 

	
 

	
 

	
 


	
 

	
•

	
promptly submit to the Bank:


	
 

	
 

	
 

	
 


	
 

	
 

	
a)

	
a certified copy of the audited (and, as
 appropriate, consolidated) financial statements of the Borrower and all
 corporate security provider(s), if applicable, as soon as they are available, but in any
 event within 10 months after the end of the financial year end and at any
 other time requested by the Bank;


	
 

	
 

	
 

	
 


	
 

	
 

	
b)

	
with reasonable promptness, details of any
 litigation, arbitration or administrative proceeding current or, to its
 knowledge, threatened or commenced against it; and


	
 

	
 

	
 

	
 


	
 

	
 

	
c)

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


	
 

	
 

	
 

	
 


	
 

	
•

	
immediately inform the Bank of:


	
 

	
 

	
 

	
 


	
 

	
 

	
a)

	
any change of the Borrower’s directors or beneficial
 shareholders (except where the Borrower is a listed company) or amendment to
 its memorandum or articles of association or equivalent constitutional
 documents.


	
 

	
 

	
 

	
 


	
 

	
 

	
b)

	
any substantial change to the general nature of the
 Borrower’s existing business.


	
 

	
 

	
 

	
 


	
 

	
 

	
c)

	
any factor which may inhibit, impair or delay
 performance by the Borrower or the security provider(s), if any, of the
 obligations under any loan and security documents to which they are a party.


	
 

	
 

	
 

	
 


	
 

	
 

	
d)

	
the failure to continue to obtain consents, licences,
 approvals, registrations and filings (as appropriate) in connection with the
 granting of the Facilities and/or the provision of securities (including
 without limitation guarantee(s)) in relation to the Facilities granted
 hereunder throughout the period when there is outstanding under the
 Facilities.








	
 

	
 


	
G.

	
OTHER TERMS AND CONDITIONS


	
 

	
 


	
 

	
The Facilities are available at the sole discretion
 of the Bank and are in all respects uncommitted. The Bank may at any time
 immediately modify, terminate, cancel or suspend the Facilities or any part
 of it, or otherwise vary the Facilities or any part of it, without the
 consent of the Borrower or any other person.


	
 

	
 


	
 

	
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 of all principal,
 interest, fees and other amounts outstanding under this letter or any part
 thereof and/or to require cash collateralisation of all or any sums actually
 or contingently owing to it under the Facilities.


	
 

	
 


	
 

	
The “Terms and Conditions Governing Banking
 Facilities and Services” and the “Terms and Conditions Governing Factoring
 Facilities and Services” attached and/or referred to in this letter form an
 integral part of this letter and the Borrower agrees to observe and be
 bound by them.


	
 

	
 


	
 

	
This letter and the Facilities shall be governed by
 the laws of the Hong Kong Special Administrative Region and the parties
 hereto hereby submit to the non-exclusive jurisdiction of the Hong Kong
 Courts.





6






	
 

	
 


	
Atlantic Components Limited

	
Our ref:
 P/HIHI3/01421/06


	






Please signify your
understanding and acceptance of this offer by signing and returning to us the
duplicate copy of this letter and provide each of the items under the section
headed “Security And Conditions Precedent” above, for the attention of Mr.
Louis Lau (“Designated Relationship Manager”), within one month from the date
of this letter, otherwise the offer will lapse at the discretion of the Bank.
When accepted this letter will supersede the facility letter the Bank has sent
to the Borrower with reference number: D/P/HlMJ/00534/06 and its supplemental
facility letter(s), if any.


We enclose a set of documents
which should also be completed and returned to us. If you have any queries, please
contact the Designated Relationship Manager at telephone number 2218-4825.


We are pleased to be of
service to you.


	
 

	
 


	
Yours faithfully,

	
 


	
For and on behalf of

	
 


	
DBS Bank
 (Hong Kong) Limited

	
 


	


	
 


	


	
 


	
Authorized Signatories

	
 


	
 


	
FH/mh

	
 


	
Encl.

	
 





We hereby confirm our
understanding and acceptance of all the terms and conditions set out in (i) this
letter, (ii) the “Terms and Conditions Governing Banking Facilities and
Services” and (iii) the “Terms and Conditions Governing Factoring Facilities
and Services” attached to this letter and our agreement to be bound by all of them.


	
 

	
 


	
Signed for and on behalf of

	
 


	
Atlantic
 Components Limited

	
 


	


	
 


	


	
 


	
Authorized signor(s)

	
 





7






	
 

	
 


	
Atlantic Components Limited

	
Our ref:
 P/HIHI3/01421/06


	






Terms
and Conditions Governing Factoring Facilities and Services


The
following terms and conditions shall apply for the Factoring Facilities:-


	
 

	
 

	
 


	
Nature of
 the Factoring Facilities

	
 

	
Disclosed
 and Recourse


	


	


	



	
Prepayment Limit

	
 

	
HKD3,000,000.-


	
 


	
Prepayment Percentage

	
 

	
80% 


	
 


	
Maximum Financing Period

	
 

	
Up to 120 days from date of
 invoice. 


	
 


	
Service Charge

	
 

	
Recourse Factoring – 0.15% of
 invoiced amount 


	
 


	
Discounting Charge

	
 

	
Charged at (i) 1.25% per.
 annum below the Standard Bills Rate quoted by the Bank from time to time for
 advance in HKD or (ii) 0.75% per annum below the Standard Bills Rate quoted
 by the Bank from time to time for advance in other currency. 


	
 


	
Interest on demand for
 amount due and unpaid

	
 

	
2% per month. 





Prepayment: Prepayment under the Factoring Facilities is available to the Borrower
on debts qualifying for withdrawals before the payment dates at the entire
discretion of the Bank.


Collection and Receivables Management: The Banks receivable management services
include management of the Borrower’s sales ledger, the issue of monthly
statements to its debtors and collection of the receivables from its debtors.


Debtor Subject to Approval: Prepayment limit on the Borrower’s debtor is
granted subject to satisfactory evaluation of the debtor from time to time. The
Bank reserves the right from time to time to review and vary the limit of not
to make any prepayment at all at its absolute discretion.


Notice to Debtor: All debtors shall be notified in a written notice as prescribed by the
Bank.


Prepayment Instruction: All prepayments made to the Borrower under the
Factoring Facilities shall be effected upon its prepayment instruction by fax
to its account with the Bank. The Bank shall not be held responsible for any
delay, loss or damage in complying
with the fax instruction or through delay, illegibility or non-receipt of the fax
instruction.


Survey Report on Receivables: A survey of the Borrower’s receivables shall
be conducted prior to the activation of the Factoring Facilities and these
terms and conditions an those stipulated in the Facility Letter issued by the Bank
to the Borrower from time to time, may be revised based on the survey
findings. The Bank may also carry subsequent periodic surveys. The Bank reserves
the right to withdraw the Factoring Facilities if any of the survey findings
are unsatisfactory to the Bank. 


8