Exhibit 10.8


Date: 27 June 2006


Our ref: D/P/HIMJ/00534/06


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 and the attached “Terms and
Conditions Governing Banking 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 (I)

	
HKD14,000,000.-


	
 

	
3.

	
Installment Loan (II)

	
HKD1,600,000.-


	
 

	
4.

	
Letter of Credit

	
HKD30,000,000.-


	
 

	
5.

	
Trust Receipt

	
HKD30,000,000.-


	
 

	
6.

	
Account Payable Financing

	
HKD30,000,000.-


	
 

	
 

	
 

	
 


	
 

	
Important Condition(s) Governing Facility Limits:-


	
 

	
 

	
 

	
 


	
 

	
•

	
The aggregate outstanding of Facilities 4 to 6 shall
 not at any time exceed HKD30,000,000.-.


	
 

	
 

	
 


	
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.








	
 

	
 

	
 

	
 


	
 

	
DBS Bank (Hong
 Kong) Limited

	
 

	
Tel 852221 8 8598 


	
 

	
Enterprise
 Banking 

	
 

	
Fax 8522285 3628


	
 

	
16th Floor, The
 Center 

	
 

	
www.dbs.com


	
 

	
99 Queen’s Road
 Central 

	
 

	
 


	
 

	
Central, Hong
 Kong

	
 

	
 












	
 

	
 


	
Atlantic Components Limited

	
Our ref: D/P/HIMJ/00534/06 


	


	









	
 

	
 

	
 

	
 


	
Installment Loan (I)

	
 

	
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 240 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)

	
 

	
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 60 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 year: 1% of amount prepaid


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Fee on Partial Prepayment


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Within 1st year: 1% of amount prepaid





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Atlantic Components Limited

	
Our ref: D/P/HIMJ/00534/06


	









	
 

	
 

	
 

	
 


	
Letter of Credit (“L/C”)

	
 

	
Maximum Tenor: 6 months at sight.


	
 

	
 

	
 

	
 


	
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 and (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 calculates by the Bank.


	
 

	
 

	
 

	
 


	
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 and (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 its full, as conclusively
 calculated by the Bank.


	
 

	
 

	
 

	
 


	
Review Fee of Facilities:

	
 

	
HKD5,000.-








	
 

	
 

	
 


	
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)





3






	
 

	
 


	
Atlantic Components Limited

	
Our ref: D/P/HIMJ/00534/06


	









	
 

	
 

	
 


	
 

	
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.

	
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.


	
 

	
 

	
 


	
 

	
10.

	
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.


	
 

	
 

	
 


	
 

	
11.

	
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. 





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Atlantic Components Limited

	
Our ref: D/P/HIMJ/00534/06


	









	
 

	
 

	
 

	
 


	
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”
 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.





5






	
 

	
 


	
Atlantic Components Limited

	
Our ref: D/P/HIMJ/00534/06


	






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 Terence Fung (“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/HIMJ/0530/05 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 2218-8901.


We are pleased to be of service to you.


Yours faithfully,

For and on behalf of

DBS
Bank (Hong Kong) Limited


	
 

	
 


	


	
 


	


	
 


	
Authorized Signatories

	
 





FN/mh

Encl.


We hereby confirm our understanding and acceptance of all the terms and
conditions set out in (i) this letter and (ii) the “Terms and Conditions
Governing Banking 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)

	
 





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