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Sub-Tenancy Agreement

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Date:
2004
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60K
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#1131268

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                         DATED THE 1st DAY OF JULY 2004

                                     BETWEEN

                                  TS MATRIX BHD
                             (Company No. 137599-H)

                                       AND

                          TRIO TECH  SDN BHD
                             (Company No. 105390-V)

                           --------------------------
                              SUB-TENANCY AGREEMENT
                           --------------------------
<PAGE>

                              SUB-TENANCY AGREEMENT

AN AGREEMENT made the day and year stated in Item 1 of the First Schedule
annexed hereto between TS MATRIX BHD (Company No 137599-H), a company
incorporated in Malaysia with its registered office at B-10-3,10th Floor (Suite
A), Megan Phileo Promenade, 189 Jalan Tun Razak, 50400 Kuala Lumpur, Malaysia
(hereinafter called "the Landlord") of the one part;

And

TRIO TECH (MALAYSIA) SDN. BHD. (Company No.: 105390-V) a company incorporated in
Malaysia with its registered office at Plot 1A Phase 1, Bayan Lepas, Free Trade
Zone, Pulau Pinang, 11900 Penang, Malaysia (hereinafter called "the Tenant") of
the other part.

SECTION 1          INTERPRETATION

DEFINITIONS

Wherever used in this Agreement unless the context shall otherwise require, the
following expressions shall have the following meanings:-

1.1       "APPROPRIATE AUTHORITIES" mean any governmental, semi or
          quasi-governmental and/or statutory departments, agencies or bodies
          having jurisdiction from time to time and at any time over a relevant
          matter;

1.2       "BUILDINGS" means the single storey detached factory block with an
          annexed double storey factory block and a three storey factory cum
          office block constructed on the Said Land and includes any extensions
          and additions subsequently made thereto together with all foundation,
          basement and other works carried thereon, roads, gardens, pavements,
          carparks, and all installations and facilities found on the Said Land;

1.3       "COMMON PROPERTY" means the canteen, the staircase leading to the
          canteen, the locker area, the carpark and all pathways connecting the
          car park and guardhouse with the Demised Premises;

1.4       "COMMENCEMENT DATE" means the date of this Sub-Tenancy Agreement;

1.5       "DEMISED PREMISES" mean all that parcel of premises forming part of
          the Buildings outlined in blue in the Floor Plans, in total 19,334
          square feet consisting of:-

          1.4.1     Burn-in Site 1 measuring 15,259 square feet;

          1.4.2     Burn- in Site 2 measuring 3,610 square feet;

          1.4.3     the Store measuring 465 square feet;

1.6       "FLOOR PLANS" mean the plans of the Demised Premises which are more
          particularly described and shown in the Second Schedule annexed
          hereto;

1.7       "LANDLORD" means TS MATRIX BHD. (Company No.: 137599-H) a company
          incorporated in Malaysia with its registered office at B-10-3,10th
          Floor (Suite A), Megan Phileo Promenade, 189, Jalan Tun Razak, 50400
          Kuala Lumpur, Malaysia and includes its successors-in-title and
          permitted assigns;

1.8       "LANDLORD'S EXCLUSIVE PREMISES" means the premises forming part of the
          Buildings outlined in yellow in the Floor Plans,

1.9       "OPERATION HOURS" mean twenty four (24) hours, every day of the year;

                                                 [MALAYSIAN STAMP]

                                                 /s/ Dr. Tan Enk Ee

                                                 /s/ Yong Siew Wai

<PAGE>

1.9A      "OWNER" means POLYMOLD TOOL & ENGINEERING SDN. BHD. (Company No.:
          14934 M) a company incorporated in Malaysia with its registered office
          at B-10-3,10th Floor (Suite A), Megan Phileo Promenade, 189, Jalan Tun
          Razak, 50400 Kuala Lumpur, Malaysia and includes its
          successors-in-title and permitted assigns;

1.10      "RENTAL" means the sum stipulated in item 3 of the First Schedule;

1.11      "SAID LAND" means all the lands held under P.M. 33, Lot 52540, Mukim
          Damansara and HS(D) 108103, PT6, Bandar Petaling Jaya Tambahan II
          known as Lot 11A, Jalan SS8/2, Sungai Way Free Industrial Zone, 47300
          Petaling Jaya, Selangor upon which the Buildings are erected;

1.12      "SECURITY SERVICES" means twenty-four hour security services to the
          Buildings and the Said Land;

1.13      "TENANT" mean TRIO TECH (MALAYSIA) SDN. BHD. (Company No.: 105390-V) a
          company incorporated in Malaysia with its registered office at Plot 1A
          Phase 1, Bayan Lepas, Free Trade Zone, Pulau Pinang, 11900 Penang,
          Malaysia and includes its successors-in-title, liquidators, receivers,
          managers and permitted assigns;

1.14      "UTILITIES" mean electricity and water supplied to the Demised
          Premises;

1.15      Headings in this Agreement are inserted for convenience only and shall
          be ignored in construing this Agreement.

1.16      Unless the context otherwise requires, words denoting the singular
          number shall include the plural and vice versa and words denoting
          natural persons shall include corporations and partnerships.

1.17      Words denoting the masculine gender shall include the feminine and
          neuter genders and vice versa.

1.18      Reference to sections are to be construed as reference to sections of
          this Agreement.

SECTION 2          THE SAID LAND

2.1       OWNERSHIP

The Owner is the registered and beneficial owner of the Said Land. By a tenancy
agreement dated   day of                ("Principal Tenancy"), the Owner has
agreed to let and the Landlord has agreed to accept a tenancy of 3 years subject
to automatic renewal of the tenancy period in respect of the Said Land upon the
terms and conditions thereunder.

2.2       SALE AND PURCHASE AGREEMENT

Further to a sale and purchase agreement relating to the acquisition of the
burn-in testing division business dealing with testing of semiconductor
components dated the    day of                 2004 ["Sale and Purchase
Agreement"], made between the Landlord as seller and the Tenant as buyer, it is
a term of the said Sale and Purchase Agreement that the Landlord shall agree to
sub-let the Demised Premises to the Tenant with effect from the Commencement
Date upon the terms and conditions herein.

2.3       PRIOR INSPECTION

The Tenant has inspected the Floor Plans, the Demised Premises and its
specifications and has agreed to take a sub-tenancy of the Demised Premises upon
the terms and conditions herein contained.

2.4       DEMISED PREMISES

                                                 /s/ Dr. Tan Enk Ee

                                                 /s/ Yong Siew Wai

<PAGE>

The Landlord agrees to sub-let and the Tenant agrees to take a sub-tenancy of
the Demised Premises for a period of three (3) years commencing on the
Commencement Date subject to the terms and conditions hereinafter contained. The
Landlord hereby confirms that the Owner has consented to this sub-tenancy and
will procure the Owner's acknowledgement of and consent to this sub-tenancy on
or before the Commencement Date.

2.5       MEASUREMENT OF DEMISED PREMISES

It is hereby declared, understood and agreed that the position of the Demised
Premises as shown in the Floor Plans annexed hereto and the measurement of the
boundaries and area of the Demised Premises as given herein are believed but are
not guaranteed to be correct. The Demised Premises have been staked out in
accordance with the Floor Plans and have been opened to the inspection of the
Tenant and shall not be the subject of any claims / dispute whatsoever. For the
purpose of all measurements, the external line of all walls, partitions or,
where applicable, glass lines are used, save and except for the common walls /
partitions shared by two or more occupants, in which case the middle line of the
common wall/partition shall be used. It is expressly declared and agreed that if
there are columns in the Demised Premises, the area occupied by the columns
shall be included as part of the area of the Demised Premises. For the purpose
of the calculation of the rental, the area stated for the Demised Premises
hereof shall be final and conclusive between the Landlord and the Tenant.

SECTION 3          DEPOSITS

3.1       RENTAL DEPOSIT

The Tenant shall on the Commencement Date pay to the Landlord a deposit as
stipulated in item 2 of the First Schedule as security for the due observance
and performance by the Tenant of the terms and conditions of this Agreement.

3.2       RENTAL DEPOSIT TO BE MAINTAINED

The rental deposit as stipulated in Section 3.1 hereof shall not be deemed to be
or treated as payment of rent or set-off against any arrears of payment due from
the Tenant to the Landlord and shall be maintained at the stipulated amounts at
all times during the term hereby created save and except where the Rental is
varied under the terms of this Agreement, in which circumstance, the rental
deposit shall be adjusted proportionately.

3.3       REFUND OF RENTAL DEPOSIT

Upon termination of the term hereby created by the effluxion of time or
otherwise, and provided that all moneys due hereunder shall have been duly paid
on the due dates and ail other terms covenants and conditions have been duly
performed and observed by the Tenant, the Landlord shall, subject always to
Section 8.1 below or subject to satisfactory inspection carried out in
accordance with Section 9.2 below, refund to the Tenant within fourteen (14)
days from the date of such termination or fourteen (14) days from the date of
delivery of vacant possession of the Demised Premises to the Landlord, whichever
shall be later the rental deposit free of interest less such sum or sums as may
then be found to be owing to the Landlord pursuant to satisfactory inspection
carried out in accordance with Section 9.2.

If the Tenant has not duly and punctually observed and performed all its
covenants, conditions and stipulations herein contained, the Landlord is
entitled at its sole discretion to forfeit the rental deposit as stipulated in
Section 3.1 hereof up to the aggregate of: (a) all amounts due and payable to
the Landlord under this Agreement and (b) all such sums which may be incurred by
the Landlord as a result of the Tenant's failure to observe and perform all its
covenants, conditions and stipulations herein contained.

3.4       INTERCHANGEABILITY OF DEPOSITS



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