Exhibit 10.3


Date:
          21st September 2007


Our Ref:     
CR/MM/TEAM 8/BTB


CONFIDENTIAL


Atlantic Components Limited 

B24-B27, 1/F, Block B, 

Proficient Industrial Centre, 

6 Wang Kwun Road, 

Kowloon Bay,

Kowloon.


Attn.: Mr. Yang Chung 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 purpose(s) of general working capital and trade
finance/treasury 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

	
 

	
HKD1,000,000.-

	
 

	
•

	
The
 Customer


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
2.

	
Trade
 Finance

	
 

	
HKD24,000,000.-

	
 

	
—


	
 

	
(Please refer to Appendix 1 for

	
 

	
 

	
 

	
 

	
 


	
 

	
product details.)

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(a)
 Trade Finance Group All

	
 

	
 

	
 

	
•

	
The
 Customer (HKD24,000,000.-)


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(b)
 Trade Finance Group 1

	
 

	
 

	
 

	
•

	
The
 Customer (HKD24,000,000.-)


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(c)
 Trade Finance Group 2

	
 

	
 

	
 

	
•

	
The
 Customer (HKD24,000,000.-)


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(d)
 Trade Finance Group 3

	
 

	
 

	
 

	
•

	
The
 Customer (HKD24,000,000.-)


	
 

	
 

	
 

	


	
 

	
 

	
 


	
Total Facility Limit:

	
 

	
HKD25,000,000.-

	
 

	
 

	
 


	
 

	
 

	
 

	


	
 

	
 

	
 





Standard Chartered Bank (Hong Kong) Limited 

Wholesale Bank 

Credit Risk Control


11th Floor Standard Chartered Tower

388 Kwun Tong Road Kwun Tong Hong Kong








	
 

	
 


	
Atlantic Components Limited

	
Page 2





Notes:



	
 

	
 

	
 


	
 

	
•

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


	
 

	
 

	
 


	
 

	
•

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


	
 

	
 

	
 


	
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.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Commission
 in Lieu of Exchange:


	
 


	
 

	
 

	
 

	
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)

	
In-house
 import invoice financing is forbidden.


	
 

	
 

	
 


	
Handling
 Fee of Facilities:

	
 

	
HKD12,000.-,
 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.













	
 

	
 


	
Atlantic Components Limited

	
Page 3








	
 

	
 


	
D.

	
          SECURITY
 AND CONDITIONS PRECEDENT:


	
 

	
 


	
The
 availability of the Facilities is conditional upon the Bank’s 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 the Customer and/or 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.)


	
 

	
 


	
3.

	
All
 monies Charge Over Deposits and/or all monies Charge Over Securities executed
 by the Customer in favour of the Bank, together with all usual documentation
 required by the Bank, in an amount of not less than HKD4,720,000.-. 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.


	
 

	
 


	
4.

	
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.)


	
 

	
 


	
5.

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


	
 

	
 


	
6.

	
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,
 Kowloon, Hong Kong in the name of Systematic Information Limited.


	
 

	
 


	
7. 

	
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.


	
 

	
 


	
8.

	
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 [or accession letter (as the case may be)] and all
 other documents mentioned above, if applicable.


	
 

	
 


	
9.

	
(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.


	
 

	
 


	
10.

	
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.

	
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.


	
 

	
 


	
2.

	
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.


	
 

	
 

	
 


	
3.

	
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).


	
 

	
 

	
 


	
4.

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


	
 

	
 


	
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 HKD6,280,000.-.


	
 

	
 


	
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.


	
 

	
 


	
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 each Customer
 agrees to observe and be bound by such Standard Terms and Conditions.













	
 

	
 


	
Atlantic Components Limited

	
Page 5








	
 

	
 

	
 


	
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 facility 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 facility letter, you become or are aware that any of
your directors, shareholders, partners or 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
 persons:-








	
 

	
 

	
 

	
 

	
 


	
Queries on

	
 

	
Name

	
 

	
Telephone No.


	


	


	


	


	



	
 

	
 

	
 

	
 

	
 


	
Execution
 of bank documents

	
 

	
Mr.
 Stanley Tsang, Credit Support Manager

	
 

	
2282-6433


	
 

	
 

	
 

	
 

	
 


	
Banking
 arrangements

	
 

	
Mr.
 Fred Ho, Relationship Manager

	
 

	
2821-1086













	
 

	
 


	
Atlantic Components Limited

	
Page 6





Yours faithfully, 

For and on behalf of

STANDARD
CHARTERED BANK (HONG KONG) LIMITED


	
 


	



	



	
Stephen
 Wong


	
Senior
 Credit Documentation Manager





SW/ST 

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.


	
 

	
 


	
•

	
SAMT Hong Kong Company Ltd.