10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2004

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-14523

TRIO-TECH INTERNATIONAL

(Exact name of Registrant as specified in its Charter)

California
(State or other jurisdiction of
incorporation or organization) 95-2086631
(I.R.S. Employer
Identification Number)

14731 Califa Street
Van Nuys, California
(Address of principal executive offices) 91411
(Zip Code)

Registrant’s Telephone Number: 818-787-7000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Common Stock, no par value Name of each exchange
On which registered
AMEX

Securities registered pursuant to Section 12(g) of the Act:
None

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in the definitive proxy statement incorporated by reference in Part III of this Form 10-K. þ

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes o No þ

     The aggregate market value of voting stock held by non-affiliates of Registrant, as of December 26, 2003 was approximately $10.8 million (based upon the last sales price for shares of Registrant’s Common Stock as reported by the AMEX on December 26, 2003, the last business day of the Company’s most recently completed second fiscal quarter). Shares of Common Stock held by each officer, director and holder of 5% or more of the outstanding Common Stock (including shares with respect to which a holder has the right to acquire beneficial ownership within 60 days) have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

     The number of shares of Common Stock outstanding as of September 10, 2004 was 2,964,542.

TRIO-TECH INTERNATIONAL

INDEX

	Page
Part I
Item 1   Business		3
Item 2   Properties		9
Item 3   Legal Proceedings		11
Item 4   Submission of matters to a vote of security holders		11
Part II
Item 5   Market for registrant’s common equity, related stockholder matters and Issuer Purchases of Equity Securities		12
Item 6   Selected financial data		13
Item 7   Management’s discussion and analysis of financial condition and results of operations		14
Item 7A Quantitative and qualitative disclosures about market risk		32
Item 8   Financial statements and supplementary data		33
Item 9   Changes in and disagreements with accountants on accounting and financial disclosure		33
Item 9A Controls and Procedures		34
Item 9B Other Information		34
Part III
Item 10   Directors and executive officers of the registrant		34
Item 11   Executive compensation		34
Item 12  Security ownership of certain beneficial owners and management and related stockholder matters		34
Item 13   Certain relationships and related transactions		34
Item 14   Principal Accountant Fees and Services		34
Part IV
Item 15   Exhibits, financial statement schedules, and reports on Form 8-K		34
Signatures		38
Exhibits		39
Report of Independent Registered Public Accounting Firm		42
Consolidated Balance Sheets as of June 30, 2004 and 2003		43
Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended June 30, 2004, 2003 and 2002		44
Consolidated Statements of Shareholders’ Equity for the Years Ended June 30, 2004, 2003 and 2002		45
Consolidated Statements of Cash Flows for the Years Ended June 30, 2004, 2003 and 2002		46
Notes to Consolidated Financial Statements		47
Exhibit 10.27
Exhibit 10.28
Exhibit 10.29
Exhibit 10.30
Exhibit 10.31
Exhibit 10.32
Exhibit 10.33
Exhibit 10.34
Exhibit 31.1
Exhibit 31.2
Exhibit 32

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TRIO-TECH INTERNATIONAL

PART I

NOTE CONCERNING FORWARD-LOOKING STATEMENTS

The discussions of Trio-Tech International’s (the “Company”) business and activities set forth in this Form 10-K and in other past and future reports and announcements by the Company may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and assumptions regarding future activities and results of operations of the Company. In light of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, the following factors, among others, could cause actual results to differ materially from those reflected in any forward-looking statement made by or on behalf of the Company: market acceptance of Company products and services; changing business conditions or technologies and volatility in the semiconductor industry, which could affect demand for the Company’s products and services; the impact of competition; problems with technology; product development schedules; delivery schedules; changes in military or commercial testing specifications which could affect the market for the Company’s products and services; difficulties in profitably integrating acquired businesses, if any, into the Company; risks associated with conducting business internationally and especially in Southeast Asia, including currency fluctuations and devaluation, currency restrictions, local laws and restrictions and possible social, political and economic instability; and other economic, financial and regulatory factors beyond the Company’s control. See the discussions elsewhere in this Form 10-K, including under the heading “Certain Risks That May Affect Our Future Results”, for more information. In some cases, you can identify forward-looking statements by the use of terminology such as “may,” “will,” “expects,” “plans,” “anticipates,” “estimates,” “potential,” “believes,” “can impact,” “continue,” or the negative thereof or other comparable terminology.

We undertake no obligation to update forward-looking statements to reflect subsequent events, changed circumstances, or the occurrence of unanticipated events.

ITEM 1 – BUSINESS

Trio-Tech International was incorporated in 1958 under the laws of the State of California. As used herein, the term “Trio-Tech” or “Company” or “we” or “us” or “Registrant” includes Trio-Tech International and its subsidiaries unless the context otherwise indicates. Our mailing address and executive offices are located at 14731 Califa Street, Van Nuys, California 91411, and our telephone number is (818) 787-7000.

With more than 46 years dedicated to the semiconductor and related industries, we have applied our expertise to our global customer base in test services, design, engineering, manufacturing, and distribution.

General

Founded in 1958, Trio-Tech International provides third-party semiconductor testing and burn-in services primarily through its laboratories in Southeast Asia. The Company also designs, manufactures and markets equipment and systems used in the testing and production of semiconductors at its facilities in California and Southeast Asia, and distributes semiconductor processing and testing equipment manufactured by others.

The Company operates in three business segments: Testing Services, Manufacturing and Distribution.

We currently operate five testing facilities, one in the United States, one in Europe and three in Southeast Asia. These facilities provide customers with a full range of testing services, such as burn-in and product life testing for finished or packaged components. In fiscal 2004, Ireland operation received certification from one of its customers as an approved programming house. The Ireland operation now focuses on providing programming services, and continues to focus on service and tape and reel. Subsequent to the year end we acquired a division in Malaysia which provides burn-in services for a large electronic product manufacturer.

We manufacture “Artic Temperature Controlled Wafer Chucks”, which are used for test, characterization and failure analysis of semiconductor wafers and other microelectronic substrates in what is commonly called the “front-end”, or creation of semiconductor circuits. Additionally, we also manufacture centrifuges, leak detectors, HAST (Highly Accelerated Stress Test) systems and “burn-in” systems that are used primarily in the “back-end” of the semiconductor manufacturing process to test finished semiconductor devices and electronic components. During the third quarter of fiscal 2004, the manufacturing of Wet Process Stations by one of the operations in the United States, Universal Systems of San Jose, CA, was moved to Singapore, and this transition was completed by end of fiscal 2004.

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Our operation in Southeast Asia has an active distribution business. Additionally, the Southeast Asia operation markets and supports distribution of their own manufactured equipment in addition to distributing complementary products from other manufacturers that are used by the Company’s customers and other semiconductor and electronics manufacturers. Trio-Tech Services Pte. Ltd., a dormant wholly owned subsidiary of Trio-Tech International Pte. Ltd., was renamed to Universal (Far East) Pte. Ltd. Subsequent to the fiscal year end, one of the operations in Trio-Tech International Pte. Ltd., the Singapore Distribution operation, transferred its assets to Universal (Far East) Pte. Ltd. for the purpose of expanding this operation through this entity.

On July 1, 2004, subsequent to fiscal year end, Trio-Tech Malaysia completed its acquisition of a burn-in testing division for an aggregate cash purchase price of 3,500,000 Ringgit Malaysia, representing approximately $921,053 on March 29, 2004 based on the spot exchange rate published in Federal Reserve as of that date and acquired additional related assets for a purchase price of 1,126,995 Ringgit Malaysia (or approximately $296,578 based on the spot exchange rate published in Federal Reserve as of July 1, 2004). This division was previously owned by a competitor.

Company History

1958	Incorporated in California
1976	The Company formed Trio-Tech International Pte. Ltd. in Singapore.
1984	The Company formed the European Electronic Test Center (EETC), a Cayman Islands domiciled subsidiary, to operate a test facility in Dublin, Ireland.
1985	The Company’s Singapore subsidiary entered into a joint-venture agreement, Trio-Tech Malaysia, to operate a test facility in Penang.
1986	Trio-Tech International listed on the NASDAQ Small Cap market under the symbol TRTC.
1988	The Company acquired the Rotating Test Equipment Product Line of Genisco Technology Corporation.
1990	Trio-Tech International acquired Express Test Corporation in California. Trio-Tech Malaysia opened a new facility in Kuala Lumpur.
1992	Trio-Tech Singapore opened Trio-Tech Bangkok, Thailand. Trio-Tech Singapore achieved ISO 9002 certification.
1994	Trio-Tech Malaysia started a new components assembly operation in Batang Kali.
1995	Trio-Tech Singapore achieved ISO 9001 certification.
1997	In November 1997, the Company acquired KTS Incorporated, dba Universal Systems of Campbell, California.
1998	In September 1998, the Company listed on AMEX under the symbol TRT.
2000	Trio-Tech Singapore achieved QS 9000 certification. Trio-Tech Malaysia closed its facility in Batang Kali.
2001	The Company divested the Rotating Test Equipment Product Line. Trio-Tech Malaysia closed its facility in Kuala Lumpur.
2003	Trio-Tech Singapore opened a sales office in China known as Trio-Tech (Suzhou) Co. Ltd. Trio-Tech Malaysia scaled down its facility in Penang.
2004	The Company moved its Wet Process Station manufacturing from Campbell, California to Singapore. Trio-Tech Test Services Pte. Ltd. was renamed Universal (Far East) Pte. Ltd. Trio-Tech Malaysia acquired a burn-in testing division in Malaysia.

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Background

The semiconductor industry entered calendar 2004 in the midst of an up cycle, after experiencing the worst downturn ever seen in 2001 and flat sales in 2002. The worldwide market for the semiconductor industry was estimated at $166.4 billion in 2003, with a forecast growth of 19.4% to $194.6 billion in 2004 and 5.8% to $206.0 billion in 2005. According to the Semiconductor Industry Association (SIA), the industry growth is being driven by strong demand for microchips for a broad range of applications, including personal computers, cellular telephones, consumer electronics, wired and wireless telecommunications infrastructure, and automotive. Semiconductor Equipment and Materials International (SEMI) reported recently that semiconductor capital equipment totaled $18.7 billion, or 86% higher than the first half of 2003. SEMI has observed strong double-digit billings growth is observed in all regions with the exception of North America. SEMI projected that Taiwan and China will be the two regions experiencing the strongest year over year growth. SEMI announced that the industry is anticipated to sell $36.2 billion of new chip manufacturing, testing and assembly equipment in 2004. Its forecast indicates that the equipment market will grow 24% in 2005 and the cyclic market growth will contract slightly in 2006 before resuming low double digit growth in 2007.

“Back-End”

Trio-Tech’s test services are concentrated on the back-end screening and testing of semiconductor devices. With the high concentration of semiconductor assembly and packaging facilities in Southeast Asia, a large demand exists for third party test services in this region. Customers use third party test services to accommodate fluctuations in output or to benefit from economies that can be offered by third party service providers.

Finished devices are put through a series of tests, such as burn-in and electrical testing, to ensure that they meet the necessary performance and quality standards, before shipment to the customer. Our component centrifuges, leak detectors, HAST equipment and COBIS burn-in systems are all used to test and screen finished semiconductor devices to ensure that they meet the specifications required by the manufacturers and customers.

“Front-End”

Semiconductor devices are fundamental building blocks used in electronic equipment and systems. Each semiconductor device consists of an integrated circuit designed to perform a specific electronic function. Integrated circuits are manufactured through a series of complex steps on a wafer substrate, etching or depositing the circuit pattern on a surface, typically a circular silicon wafer, measuring three to twelve inches in diameter. Multiple integrated circuit patterns are transferred to the wafer, and each completed integrated circuit is called a device or die. The number of devices or dies depends on the size of the circuit and the size of the wafer. Manufacturers can significantly increase the number of devices or dies per wafer by shrinking the circuit size or by expanding the wafer size. The transition to increased wafer size, from 200mm (8 inch) to 300mm (12 inch) wafers, is currently underway throughout the industry.

After etching or deposition of integrated circuits, wafers are typically sent through a series of 100 to 300 additional processing steps. At many of these process steps, the wafer is washed and dried using Wet Process Stations, which we manufacture.

The finished wafer is then put through a series of tests in which each separate integrated device on the wafer is tested for functionality. Our Artic Temperature Controlled Chucks are used with a wafer prober to test semiconductor wafers at accurately controlled temperatures. After testing, the wafer is “diced” or cut up, and each die is then placed into a packaging material, usually plastic or ceramic, with lead wires to permit mounting onto printed circuit boards.

Testing Services

We own and operate facilities that provide testing services for semiconductor devices and other electronic components to meet the requirements of military, aerospace, industrial and commercial applications. Testing services represented approximately 47%, 45% and 46% of sales for the fiscal years ended June 30, 2004, 2003 and 2002, respectively.

The Company uses its own proprietary equipment for certain burn-in, centrifugal and leak tests, and commercially available equipment for various other environmental tests. The Company conducts the majority of its testing operations in Southeast Asia with facilities in Singapore, Malaysia and Thailand. All of the facilities in Southeast Asia are ISO 9002 as well as QS 9000 certified. The Company also operates test facilities in Ireland. We are also in the process to obtain certification under TS16949 for all the Southeast Asia facilities.

The testing services are used by manufacturers and purchasers of semiconductors and other components who either lack testing capabilities or whose in-house screening facilities are insufficient for testing devices to military or certain commercial

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specifications. For those customers with adequate in-house capabilities, we offer testing services for their “overflow” requirements and also provide independent testing verification services.

Trio-Tech’s laboratories perform a variety of tests, including stabilization bake, thermal shock, temperature cycling, mechanical shock, constant acceleration, gross and fine leak tests, electrical testing, static and dynamic burn-in tests, and vibration testing. The laboratories also perform qualification testing, consisting of intense tests conducted on small samples of output from manufacturers who require qualification of their processes and devices.

Manufacturing Products

The Company designs, develops, manufactures and markets equipment for the manufacturing and testing of semiconductor wafers, devices and other electronic components. Revenue from the sale of products manufactured by the Company represented approximately 37%, 22% and 26% of sales for the fiscal years ended June 30, 2004, 2003 and 2002, respectively.

Front-End Products

Wet Process Stations

Wet Process Stations are used for cleaning, rinsing and drying semiconductor wafers, magnetic disks, flat panel displays and other microelectronic substrates. This product line includes manual, semi-automated and automated wet process stations, and features radial and linear robots, state-of-the-art PC touch-screen controllers and sophisticated scheduling and control software. The Wet Process Station was manufactured by the Company’s subsidiary, Universal Systems, through the first nine months of fiscal 2004. Thereafter, the Company moved its Wet Process Station manufacturing, along with all its equipment, from Universal Systems to Trio-Tech International Pte. Ltd. in Singapore.

Artic Temperature Controlled Wafer Chucks

The Artic Temperature Controlled Chucks are used for test, characterization and failure analysis of semiconductor wafers and other components at accurately controlled hot and cold temperatures. Several models are available with temperature ranges from -65°C to +400°C and in diameters from 4 to 12 inch. These systems provide excellent performance to meet the most demanding customer applications. Several unique mechanical design features, for which patents are pending, provide excellent mechanical stability under high probing forces and across the temperature ranges.

Back-End Products

Autoclaves and HAST (Highly Accelerated Stress Test) Equipment

We manufacture a range of autoclaves and HAST systems and specialized test fixtures. Autoclaves provide pressurized, saturated vapor (100% relative humidity) test environments for fast and easy monitoring of integrated circuit manufacturing processes. HAST equipment, which provides a pressurized high temperature environment with variable humidity, is used to determine the moisture resistance of plastic encapsulated devices. HAST provides a fast and cost-effective alternative to conventional non-pressurized temperature and humidity testing.

Burn-in Equipment and Boards

We manufacture burn-in systems, burn-in boards and burn-in board test systems. Burn-in equipment is used to subject semiconductor devices to elevated temperatures while testing them electrically to identify early product failures and to assure long-term reliability. Burn-in testing approximates, in a compressed time frame, the electrical and thermal conditions to which the device would be subjected during its normal life.

The Company manufactures the COBIS II burn-in system which offers state-of-the-art dynamic burn-in capabilities and a Windows-based operating system with full data logging and networking features. The Company developed, and now offers, a new Power Line Conditioner for the COBIS II, which decreases the type and frequency of electrical interruptions. The Company also offers burn-in boards for its BISIC, COBIS and COBIS II burn-in systems and other brands of burn-in systems. Burn-in boards are used to mount devices during high temperature environmental stressing. The Burn-in Board Tester is an extremely accurate software programmable burn-in board tester, which can be programmed to check up to 1024 sockets’ pins.

In 2000 through 2002, the Company developed several new products to complement the burn-in processes, including semi-automatic (LUBIBM) and automatic burn-in board loaders & unloaders (LUBIB). These products were designed to perform precise, high-speed transfer of IC packages from the semiconductor holding tray to the burn-in board, or vice-versa, while maintaining the integrity of the IC’s leads. Additional features have been further integrated into the LUBIB to improve

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productivity and minimize human handling including the integration of automatic burn-in board handling systems and the automatic electrical board check station. We have improved the LUBIBM with built-in test functions for a major microprocessor company to study device characteristics and to weed out device failures. Burn-in-board cleaning systems (CUBIB) are designed to perform wet or dry cleaning for burn-in boards and other modular boards. Recently, we jointly developed a fully automatic CUBIB with one of our major customers. We also recently developed and introduced a new innovation, the burn-in Socket Contact Conditioner (SCC), which removes fragments of solder residue from the contact pins of an IC Socket, improving the productivity of the test process and reducing contact failure on socket pins.

In 2002 through 2003, the Company was the major supplier to build Smart Burn-In (SBI) electrical equipment to test microprocessors for one customer. This equipment is regarded as a high-end method of testing microprocessor devices. While providing integrated burn-in solutions, our sales team presented the total burn-in automation solutions (in the BITS conference in Phoenix, Arizona in March 2003) to improve products’ yield, reduce process downtime and improve efficiency. In addition, the Company developed a cooling solution for high power heat dissipation semiconductor devices. This solution involves the cooling or maintaining of the temperature of high power semiconductor devices.

In 2003 through 2004, the Company was the major supplier to build System Level Test (SLT) equipment to test the microprocessors of one customer. This equipment is used at the final stage of testing these microprocessor devices.

Component Centrifuges and Leak Detection Equipment

Component centrifuges and leak detection equipment are used to test the mechanical integrity of ceramic and other hermetically sealed semiconductor devices and electronic parts for high reliability and aerospace applications. The company’s centrifuges spin these devices and parts at specific acceleration rates, creating gravitational forces (g’s) up to 30,000g’s, thereby indicating any mechanical weakness in the devices. Leak detection equipment is designed to detect leaks in hermetic packaging. The first stage of the test includes pressurizing the devices in a tracer gas for fine leaks or fluid for gross leaks. The bubble tester is used for gross leak detection. A visual bubble trail will indicate when a device is defective.

Distribution Activities

The Company’s Singapore subsidiary continues to develop its international distribution division. The distribution operation markets, sells and supports our products in Southeast Asia. In addition to our own products, this operation also distributes complementary products from other manufacturers based in the United States, Europe, Japan and other countries. These products are widely used by high quality and volume production manufacturers in the semiconductor and electronic industries. The products include environmental chambers, shaker systems, handlers, interface systems, vibration systems, solderability testers and other manufacturing products.

Subsequent to the fiscal year end, one of the operations in Trio-Tech International Pte. Ltd., the Singapore Distribution operation, transferred its assets to its subsidiary Universal (Far East) Pte. Ltd., for the purpose of expanding this operation through this entity.

Revenue from distribution activities represented approximately 16%, 33% and 29% of sales for the years ended June 30, 2004, 2003 and 2002, respectively.

Product Research and Development

We continue to invest in research and development to improve our products and services. The Company incurred research and development costs of $117,000 in fiscal 2004, $121,000 in fiscal 2003 and $331,000 in fiscal 2002.

We will continue to develop new testing technology that allows us to offer more advanced processes. During 2000 through 2002, the Company developed new equipment and facilities to participate in a new generation of burn-in technology known as HBI and SBI. This technology was developed to meet the unique test requirements of the latest microprocessor products. The HBI and SBI test systems are multiple positions, independently programmable systems that can economically run long test times at unique burn-in conditions. We developed significant facilities, including a power sub-station and improved environmental controls, to house the HBI and SBI technology.

While the semiconductor industry in the United States continues to adjust to implementing the 12 inch wafer, the test equipment market for chucks continued to remain slow for the remaining 4, 6 and 8 inch wafer markets. With this coming trend, we anticipate that our U.S operation will shift their focus from research and development on “Front End” products to concentrate on the refurbished equipment market, which is anticipated to be strong in the recovering semiconductor market.

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Marketing, Distribution and Services

The Company markets its products and services worldwide, directly and through independent sales representatives. We have approximately 11 independent sales representatives operating in the United States and another 13 in various foreign countries. Of the 24 sales representatives, 3 represent the Distribution Segment and the others represent the Manufacturing and Testing Segment. Trio-Tech’s United States marketing efforts are coordinated from its California location. Southeast Asia marketing efforts are assigned to its subsidiary in Singapore. The Company advertises its products in trade journals and participates in trade shows.

Independent testing laboratories, users, assemblers and manufacturers of semiconductor devices, including many, large well-known corporations, purchase the Company’s products and services. These customers depend on the current and anticipated market demand for integrated circuits and products utilizing semiconductor devices. In fiscal 2004, 2003, and 2002, sales of equipment and services to our two largest customers (Catalyst Semiconductor and Advanced Micro Devices) accounted for approximately 51.8%, 49.3%, and 55%, respectively, of our net revenues. Our ability to maintain close, satisfactory relationships with our customers is essential to our stability and growth. The loss of or reduction or delay in orders from our significant customers, or delays in collecting accounts receivable from our significant customers, could adversely affect our financial condition and results of operations. During the fiscal year ended June 30, 2004, the Company had sales of $2,853,000 (15%) and $7,074,000 (37%) to Catalyst Semiconductor and AMD, respectively.

Backlog

The following table sets forth the Company’s backlog at the dates indicated (amounts in thousands):

	June 30,		June 30,
	2004		2003
Manufacturing backlog	$	3,440	$	582
Testing service backlog		4,058		5,138
Distribution backlog		852		206
	$	8,350	$	5,926

Based upon past experience, the Company does not anticipate any significant cancellations or renegotiation of sales, and if there is any cancellation of confirmed purchase order, the customer will need to reimburse the Company on all costs that were incurred. The purchase orders for manufacturing, testing and distribution require delivery within the next 12 months. The Company does not anticipate any difficulties in meeting delivery schedules.

Manufacturing and Supply

The Company’s products are designed by its engineers and are assembled and tested at its facilities in California, Singapore and Ireland. We purchase all parts, and certain components, from outside sources for assembly by the Company. We have no written contracts with any of our key suppliers. As these parts and components are available from a variety of sources, the Company believes that the loss of any one of our suppliers would not have a material adverse effect on its business taken as a whole.

Competition

There are numerous competing testing laboratories in Southeast Asia that perform a range of testing services similar to those offered by the Company. However, recent severe competition and attrition in the Asian test and burn-in services industry has reduced the total number of the Company’s competitors to approximately three. Product performance and reliability in the Testing Segment, although fundamentally equivalent, are provided by using our own proprietary equipment for certain burn-in, centrifugal and leak tests. As the Company has sold and will continue to sell its products to competing laboratories, and as other test products are available from many other manufacturers, the Company’s competitors can offer the same testing capabilities. Testing equipment is also available to semiconductor manufacturers and users who might otherwise use outside testing laboratories, including the Company, to perform environmental testing. The existence of competing laboratories and the availability of testing equipment to semiconductor manufacturers and users pose competitive threats to the Company’s future testing services revenues and earnings. Although the aforementioned laboratories and new competitors may challenge the

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Company at any time, the Company believes that other factors, including its reputation, long service history and strong customer relationships, are important factors in determining the Company’s position in the market.

The Southeast Asia Distribution Segment sells a range of more than 27 different testing products, of which 3% are front-end products, the sales volumes of which are highly dependent on customer capital expenditure plans. The market for this segment is very competitive as a few competitors are already established. Through 46 years dedicated to the semiconductor and related industries, we have formed lasting relationships with key suppliers in our Distribution Segment which allows us to competitively price our distributed products.

The semiconductor equipment manufacturing industry is highly competitive. There are approximately three competitors in our Manufacturing Segment for Burn-in Boards and Burn-in Ovens and at least twelve competitors for Wet Process Stations in Asia. In the United States, we have one competitor for HAST Systems, one for Artic Thermal Chucks, and one for Gross Leak Test Equipment. There can be no assurance that competition will not increase or that the Company’s technological advantages may not be reduced or lost as a result of technological advances by competitors or changes in semiconductor processing technology. We continue to invest in research and development to improve our products and services.

We believe that the principal competitive factors in the manufacturing industry include product performance, reliability, service and technical support, product improvements, price, established relationships with customers and product familiarity. The Company makes every effort to compete favorably with respect to each of these factors. For example, we believe that the products manufactured by the Company meet or exceed customer applications through unique design features, which applications demand systems that work year after year in a production setting. Our manufactured systems have a track record of reliability. The Company has been in business for more than 46 years and has facilities in several regions of the world. The Company believes those factors have combined not only to help establish long-term relationships with customers but also to allow it to continue to do business with customers upon their relocation to other regions in which the Company conducts business. The Company believes that its pricing of manufactured and distributed systems is competitive in the market. Our competitive position in the markets we are serving is not readily determinable, because there is no information publicly available regarding our competitors who are privately held companies.

Patents

Trio-Tech’s Manufacturing Segment holds a United States Patent granted in 1987 in relation to its pressurization humidity testing equipment. The Company also holds a United States Patent granted in 1994 on certain aspects of its Artic temperature test systems. In 2000, the Company filed, and was granted in 2001, a new United States patent (20 years) for several aspects of its new range of Artic Temperature Controlled Chucks. Although the Company believes these patents are an integral part of our Manufacturing Segment, the capitalized cost of the patents was written off in fiscal 2002 because of the impairment assessed by our management. This assessment was based on an examination of the estimated undiscounted future cash flows which were generated by the subsidiaries where certain long-lived assets (goodwill and certain fixed assets) are used.

In fiscal 2002, 2003 and 2004, the Company did not register any patent within U.S.

It is typical in the semiconductor industry to receive notices from time to time alleging infringement of patents or other intellectual property rights of others. The Company does not believe that it infringes on the intellectual property rights of others. However, should any claims therefor be brought against the Company, the cost of litigating such claims, and any damages that may result therefrom, could materially and adversely affect our business, financial condition or results of operations.

Employees

As of June 30, 2004 the Company had approximately 14 employees in the United States, 347 in Southeast Asia and 10 in Ireland for a total of approximately 371 employees. None of the Company’s employees are represented by a labor union. As of June 30, 2004, there were approximately 274 employees in the testing segment, 77 employees in the manufacturing segment, 18 in the distribution segment and 2 in Corporate.

ITEM 2 – PROPERTIES

At this time, the Company believes that it uses about 62.8% of its fixed property capacity. The Company also believes that its existing facilities are under-utilized and are adequate and suitable to cover any sudden increase in the Company’s needs in the foreseeable future.

The following table sets forth information as to the location and general character of the principal manufacturing and testing facilities of the Registrant:

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				Owned (O)
		Approx.		or Leased (L)
		Sq. Ft.		Expiration
Location	Principal Use/Segment	Occupied		Date
14731 Califa Street	Headquarters/		10,000	(L) Jan. 2005 *1
Van Nuys, CA 9l411	Testing/Manufacturing
Abbey Road	Testing		18,400	(O)
Deansgrange Co.
Dublin, Ireland
1004, Toa Payoh North, Singapore
HEX 07-01/07,	Testing		6,864	(L) Sept. 2006
HEX 03-01/03,	Testing/Manufacturing		2,959	(L) Sept. 2006
HEX 03-16,	Testing		976	(L) Sept. 2006
HEX 01-08/15	Testing/Manufacturing		6,864	(L) Jan. 2006
HEX 01-16/17	Testing		1,983	(L) Jan. 2006
HEX 02-08/10,	Testing		2,959	(L) Aug. 2005
HEX 02-11/15	Testing		3,905	(L) Apr. 2005 *1
HEX 04-17	Testing		1,006	(L) May. 2007
HEX 04-14/16	Testing		2,929	(L) May. 2007
HEX 03-08/10	Testing		2,959	(L) May. 2007
1008, Toa Payoh North, Singapore
HEX 03-01/06,	Testing		7,345	(L) Feb. 2006
HEX 03-09/17,	Logistics/Universal(FE)		6,099	(L) Jan. 2006
HEX 01-08,	Transformer Room		603	(L) Jun. 2006
HEX 07-17/18,	Testing		4,315	(L) Nov. 2006
HEX 07-01,	Testing		3,466	(L) Jan. 2007
HEX 02-17	Universal (FE)		832	(L) May. 2007
HEX 02-15/16	Universal (FE)		1,400	(L) Jul. 2007
HEX 01-S3/S4	Power Substation		1,628	(L) Sept. 2006
Plot 1A, Phase 1	Subleased		49,924	(O) *2
Bayan Lepas Free Trade Zone
11900 Penang
327, Chalongkrung Road,	Testing		11,300	(O)
Lamplathew, Lat Krabang,
Bangkok 10520, Thailand
Lot No. B7, Kawasan MIEL	Subleased		24,142	(O) *2
Batang Kali, Phase II,
43300 Batang Kali
Selangor Darul Ehsan, Malaysia

*	1 With respect to the various leases that expire during fiscal 2005, the Company anticipates that the landlord will offer similar terms on each such lease at renewal and does not believe that material expenses will be incurred.
*	2 The premises are subleased to a third party.

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ITEM 3 – LEGAL PROCEEDINGS

The Company is, from time to time, the subject of litigation claims and assessments arising out of matters occurring in its normal business operations. In the opinion of management, resolution of these matters will not have a material adverse effect on the Company’s financial statements.

There are no material proceedings to which any director, officer or affiliate of the Registrant, any beneficial owner of more than five percent of the Registrant’s common stock, or any associate of such person is a party that is adverse to the Registrant or its properties.

There was no litigation relating to environmental action which arose from operations.

ITEM 4 – SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

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PART II

ITEM 5 – MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Registrant’s common stock is traded on the American Stock Exchange under the symbol “TRT”. The following table sets forth, for the periods indicated, the range of high and low sales prices of our common stock as quoted by AMEX:

Quarter Ended	High		Low
Fiscal 2003
September 30, 2002		2.65		1.87
December 31, 2002		2.30		1.51
March 31, 2003		2.30		1.86
June 30, 2003		2.45		1.86
Fiscal 2004
September 30, 2003		3.60		2.40
December 31, 2003		4.25		3.24
March 31, 2004		4.65		3.59
June 30, 2004		5.00		4.25

The Company has never declared any cash dividends on its common stock. Any future determination as to cash dividends will depend upon the earnings and financial position of the Company at that time and such other factors as the Board of Directors may deem appropriate. California law prohibits the payment of dividends if the Company does not have sufficient retained earnings or cannot meet certain asset to liability ratios. It is anticipated that no dividends will be paid to holders of common stock in the foreseeable future.

The following table sets forth certain information regarding equity compensation plans of the Company:

EQUITY COMPENSATION PLAN INFORMATION
					Number of
					securities
					remaining available
					for future issuance
					under equity
	Number of				compensation plans
	securities to be				(excluding
	issued upon		Weighted-average		securities
	exercise of		exercise price of		reflected in column
	outstanding options		outstanding options		(a))
Plan Category	(a)		(b)		(c)
Equity compensation plans approved by security holders:
(1) Company’s 1988 Stock Option Plan		213,500	$	3.95		86,500
(2) Directors Stock Option Plan		132,000	$	3.24		168,000
Equity compensation plans not approved by security holders:		0	$	0.00		0
Total		345,500	$	3.68		254,500

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ITEM 6 – SELECTED FINANCIAL DATA
(In thousands, except Earnings (Loss) per share)

	June 30,		June 30,			June 30,			June 30,		June 30,
	2004		2003			2002			2001		2000
Consolidated Statements of Operations
Net sales	$	19,154	$	21,246		$	19,617		$	36,133	$	26,943
Income (loss) from operations		36		(287	)		(3,579	)		1,383		1,180
Net Income (Loss)		220		(81	)		(3,547	)		1,163		1,034
Earnings (Loss) per share :
Basic		0.07		(0.03	)		(1.21	)		0.40		0.37
Diluted		0.07		(0.03	)		(1.21	)		0.39		0.36
Weighted average common shares outstanding
Basic		2,939		2,928			2,928			2,884		2,759
Diluted		3,000		2,928			2,928			3,006		2,895
Consolidated Balance Sheets
Current assets	$	12,798	$	11,493		$	13,405		$	15,501	$	17,279
Current liabilities		5,429		4,466			6,486			7,599		8,349
Working capital		7,369		7,027			6,919			7,902		8,930
Total assets		18,000		16,711			19,075			24,150		22,712
Long-term debt and capitalized leases		793		836			986			1,745		586
Shareholders’ equity	$	9,024	$	8,590		$	8,618		$	11,609	$	10,448

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ITEM 7 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (IN THOUSANDS, EXCEPT SHARE AMOUNTS)

The discussions of Trio-Tech International’s (the “Company”) business and activities set forth in this Form 10-K and in other past and future reports and announcements by the Company may contain forward-looking statements within meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and assumptions regarding future activities and results of operations of the Company. In light of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, the following factors, among others, could cause actual results to differ materially from those reflected in any forward-looking statement made by or on behalf of the Company: market acceptance of Company products and services; changing business conditions or technologies and volatility in the semiconductor industry, which could affect demand for the Company’s products and services; market demand for higher-end semiconductor equipment; the impact of competition on products and pricing; losses or curtailments of purchases from key customers; problems with technology; product development schedules; delivery schedules; changes in military or commercial testing specifications which could affect the market for the Company’s products and services; difficulties in profitably integrating acquired businesses, if any, into the Company; risks associated with conducting business internationally and especially in Southeast Asia, including currency fluctuations and devaluation, currency restrictions, local laws and restrictions, and possible social, political and economic instability; and other economic, financial and regulatory factors beyond the Company’s control. See the discussions elsewhere in this Form 10-K for more information. In some cases, you can identify forward-looking statements by the use of terminology such as “may”, “will”, “opinion”, “expects”, “plans”, “anticipates”, “estimates”, “potential”, “believes”, “can impact”, “continue”, or the negative thereof or other comparable terminology.

We undertake no obligation to update forward-looking statements to reflect subsequent events, changed circumstances, or the occurrence of unanticipated events.

Overview

Founded in 1958, Trio-Tech International provides third-party semiconductor testing and burn-in services primarily through its laboratories in Southeast Asia. The Company operates in three distinct segments: Sales, Manufacturing, and Testing. At or from its facilities in California and Southeast Asia, the Company also designs, manufactures and markets equipment and systems used in the testing and production of semiconductors, and distributes semiconductor processing and testing equipment manufactured by others.

     (i) Results of operations and business outlook

The following table sets forth our revenue components for the past three years:

Revenue Components

	Year Ended
	June 30,			June 30,			June 30,
	2004			2003			2002
Net Sales:
Testing		46.50	%		44.74	%		45.58	%
Manufacturing		37.18			22.00			25.60
Distribution		16.32			33.26			28.82
Total		100.00	%		100.00	%		100.00	%

Geographically, we operate in the U.S., Singapore, Malaysia, Thailand and Ireland. Our customers are mainly concentrated in Southeast Asia and they are either semiconductor chip manufacturers or testing facilities that purchase our testing equipment.

Our core business, Testing Services, experienced a decline in sales in the last fiscal year, especially in Singapore, due to a fall in demand for certain products. Nevertheless, we are expecting an increasing trend for burn-in services in Southeast Asia in fiscal 2005 with increased demand for a certain new type of burn-in device. However, we have yet to receive the confirmed backlog. In fiscal 2004, Ireland operation received certification from one of its customers as an approved programming house. The operation in Ireland plans to continue to service existing customers and search for new business opportunities. In addition, with the newly acquired burn-in division in Malaysia from a competitor, we managed to service a large electronic product manufacturer with whom we had been pursuing a business relationship for some time. This acquisition benefited not only our Testing segment, but also our Manufacturing segment where we have higher sales for burn-in boards.

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We saw higher backlog from the Singapore Manufacturing operation towards the end of the year. This increased backlog was derived mainly from burn-in boards and Smart Burn-In (SBI) electrical testers to test microprocessors, which were in high demand by our major customers in Asia. In fiscal 2005, we anticipate that the business volume will come in mainly from Southeast Asia. The U.S. operation will continue to purchase refurbished equipment so that the operation can remain competitive in the used equipment market.

We anticipate that there will be a change in product mix for Singapore Distribution operation from low margin front-end products to equipment sales according to the market trend. The backlog for Equipment sales increased by threefold, to $852 in fiscal 2004, mainly from Vibration products and two new products, Camera Modules and Film Deposition Systems. Camera Modules and components, which are in the imaging technology industry, are in demand across the Asian region, and Film Deposition Systems are important for manufacturing process in Semiconductor industries and research institutions.

The key performance indicators for the Company are based on market demand. Sales activities such as bookings, backlog, and queries on products also formed part of our performance indicators, as well as customers’ forecasts and the financial results of customers and competitors. Statistics obtained from the Semiconductor Industry Association (SIA) give reasonable inference of the upward trend of electronic materials until 2006, after which time no forecast has been given. The SIA report indicated that strong double-digit billings growth is observed in all regions with the exception of North America. The report also shows that Asia makes up 63% of the semiconductor market region. Taiwan and China are two regions experiencing the strongest year over year growth.

The Company believes the current market trend indicates that the overall semiconductor market is responding to the increase in demand for computer and consumer electronics. The activity level increased specifically in the information technology, medical and military markets. Increasing demand for equipment, including burn-in systems and boards, can be seen in the Asian region, China and India. However, the Semiconductor equipment capital spending budgets in the U.S were reduced due to lower growth expectation in the next two quarters because of the slow economy in the U.S. This resulted from, among other things, higher oil prices, an unstable Mideast region and lower consumer confidence.

There are several influencing factors which create uncertainties when forecasting performance, such as the ever-changing nature of technology, i.e. specific requirements from the customer, decline in demand for certain types of burn-in devices or equipment, and other similar factors. One of these factors is the highly competitive nature of the Semiconductor industry. Another is that some customers are unable to provide a forecast of the products required for the next few weeks, hence it is difficult for our Singapore Manufacturing operation to plan out the resources needed to meet these customers’ requirements. This will normally result in a lower margin for these products as it is more expensive to purchase materials in a short time frame. However, the Company has taken action to protect itself and formulated plans for dealing with these unpredictable factors. For example, in order to meet customers’ demands on short notice, the operation has already begun to stockpile materials. The drawback is that if customers cancel orders, the Company is responsible for finding other buyers for these materials. We will be instituting further cost cutting measures such as combining certain plants together, finding solutions to cut utilities rates, remaining economic in scale and maintaining a lean headcount, among others. Furthermore, we have begun subcontracting certain areas of manufacturing functions to ease supervisory and administrative work. Finally, the Company is exploring new business opportunities such as selling new products.

     (ii) Financial information

During the fiscal year ended June 30, 2004, total assets increased by $1,289 from $16,711 at June 30, 2003 to $18,000 at June 30, 2004. The majority of the increase was in short-term deposits, other receivables and inventories, but offset with a decrease in investments in marketable securities of $485.

The increase in short-term deposits of $1,341 from $4,308 at June 30, 2003 to $5,649 at June 30, 2004 mainly derived from cash proceeds from the disposal of marketable securities and the withdrawal of previously invested funds. All of the $485 of the investments in marketable securities at June 30, 2003 were sold in the first quarter of 2004 in order to take advantage of the increase in market value, utilize the profit and exit the market. The Company also withdrew previously invested funds of $210, which were held in trust by an independent investing firm, for further investment in the newly acquired burn-in testing operation in Malaysia.

Cash decreased by $138 from $1,495 at June 30, 2003 to $1,357 at June 30, 2004 as the Company reinvested additional cash balances into short-term deposits. Furthermore, the early repayment of a loan in Singapore and the payment of 2003 bonuses contributed to the decrease in cash.

Inventories increased by $360 from June 30, 2003 to $1,409 at June 30, 2004 attributable to the Singapore Manufacturing and Distribution operations. The Singapore Manufacturing operation began work on new orders and turned the finished goods into revenue towards the end of fourth quarter. On the other hand, the Singapore Distribution operation purchased inventories, which

15

happened to be in transit, to cater to the higher backlog as of June 30, 2004. As a result, the work in progress increased by $534, which was offset with a decrease in finished goods of $242.

The increase in other receivables also contributed to the increase in total assets. The increase in other receivables mainly derived from the down payment for the renovation of SBI (Smart Burn-in) facilities of $377 in Singapore as well as the deposit of $92 paid for the acquisition of the testing operation in Malaysia. These offset the withdrawal of previously invested funds of $210 from the independent investing firm, which withdrawal is described above.

Total liabilities at June 30, 2004 were $6,866, reflecting an $853 increase from $6,013 at June 30, 2003. Accounts payable at June 30, 2004 increased by $1,236 since June 30, 2003 due mainly to a rise in quantity of materials purchased before payment for a few of the operations in Southeast Asia at the end of the fourth quarter. This was offset by a decrease in lines of credit, notes payable and capitalized leases as a result of net payments of $154, $35 and $190 respectively. During the year fiscal 2004, Universal Systems negotiated with the bank to terminate the capitalized lease assets with an early redemption of $74 before relocating its operation and assets from San Jose, California to another subsidiary in Singapore. As of June 30, 2004, total liabilities (excluding minority interest) were 76.1% of total capital, compared with 70% at June 30, 2003. Total liabilities as a percentage of total capital was higher in fiscal 2004 mainly due to higher accounts payable, as mentioned earlier. The Company believes its strong cash position provides ready and ample access to funds in the global capital market.

Critical Accounting Policies

We prepare the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements require the use of estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Management periodically evaluates the estimates and judgments made. Management bases its estimates and judgments on historical experience and on various factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates as a result of different assumptions or conditions.

In response to the SEC’s Release No. 33-8040, “Cautionary Advice Regarding Disclosure About Critical Accounting Policy,” We identified the most critical accounting principles upon which its financial statements depend. The following critical accounting policies affect the more significant judgments and estimates used in the preparation of our consolidated financial statements.

Accounts Receivable and Allowance for Doubtful Accounts

During the normal course of business, we extend unsecured credit to its customers. Typically credit terms require payment to be made between 30 to 60 days of the sale. We do not require collateral from its customers. We maintain our cash accounts at credit worthy financial institutions.

We regularly evaluate and monitor the creditworthiness of each customer on a case-by-case basis. We include any account balances that are determined to be uncollectible, along with a general reserve, in the overall allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Based on the information available to management, we believe that our allowance for doubtful accounts was adequate as of June 30, 2004.

Inventory Valuation

Our inventories are stated at the lower of cost (on a first-in, first-out basis) or market value. Our industry is characterized by rapid technological change, shore-term customer commitments and rapid changes in demand. We make provisions for estimated excess and obsolete inventory based on our regular reviews of inventory quantities on hand and the latest forecasts of product demand and production requirements from our customers. We write down inventories for not saleable, excess or obsolete raw materials, work-in-process and finished goods by charging such write-downs to cost of sales. In addition to write-downs based on newly introduced parts, statistics and judgments are used for assessing provision of the remaining inventory based on salability and obsolescence. In fiscal 2004, certain inventories with provision were sold in connection with products sales generating zero or little margin, which led to the reduction of inventory provision and contributed partially a flat margin in the product sales generated in Manufacturing segment.

Revenue Recognition

Revenues generated from sales of products in Manufacturing and Distribution segments are recognized when persuasive evidence of an arrangement exists, delivery of the products has occurred, customer acceptance has been obtained, which means the significant risks and rewards of the ownership have been transferred to the customer, the price is fixed or determinable and

16

collectibility is reasonably assured. Certain products sold (in Manufacturing segment) may require installation and training to be performed.

Revenue from product sales is also recorded in accordance with the provisions of Emerging Issues Task Force (EITF) Statement 00-21 “Revenue Arrangements with Multiple Deliverables” and Staff Accounting Bulletin (SAB) 104 “Revenue Recognition in Financial Statements” which generally requires revenue earned on product sales involving multiple-elements to be allocated to each element based on the relative fair values of those elements. Accordingly, we allocate revenue to each element in a multiple-element arrangement based on the element’s respective fair value, with the fair value determined by the price charged when that element is sold and specifically defined in a quotation or contract. We allocate a portion of the invoice value to products sold and the remaining portion of invoice value to installation work in proportion of the fair value of products sold and installation work to be performed. Training elements are valued based on hourly rates, which we charge for these services when sold apart from product sales. The fair value determination of products sold and the installation and training work is also based on our specific historical experience of the relative fair values of the elements if there is no easily determinable market price to be considered. In fiscal 2004 and 2003, the installation revenues generated in connection with product sales were immaterial and included in the product sales revenue line on the consolidated statement of income. We estimate an allowance for sales returns based on historical experience with product returns.

Revenue derived from testing service is recognized when testing services are rendered.

Income Tax

We account for income taxes in accordance with Statement of Financial Accounting Standards No 109, “Accounting for Income Taxes” (“SFAS No. 109”). SFAS No. 109 requires an entity to recognize deferred tax liabilities and assets. Deferred tax assets and liabilities are recognized for the future tax consequence attributable to the difference between the tax bases of assets and liabilities and their reported amounts in the financial statements. Deferred tax assets and liabilities are measured using the enacted tax rate expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date.

Our foreign subsidiaries are subject to income taxes in the regions where they operate. Because of the different income tax jurisdictions, net losses generated in the U.S. cannot be utilized to offset the taxable income generated in foreign countries. Therefore, we may incur certain income tax expenses in any fiscal year.

For US income tax purposes, no provision has been made for US taxes on undistributed earnings of overseas subsidiaries, with which the Company intends to continue to reinvest. It is not practicable to estimate the amount of additional tax that might be payable on the foreign earnings if they were remitted as dividends, were lent to the Company, or if the Company should sell its stock in the subsidiary. However, the Company believes that US foreign tax credits and net operating losses available would substantially eliminate any additional tax effects.

Impairment of Long-Lived Assets

Effective July 1, 2002, we adopted the provisions of Statement of Financial Accounting Standard No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS No. 144”). SFAS No. 144 requires that long-lived assets be reviewed for impairment annually and whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value.

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Results of Operations

Comparison of Year Ended June 30, 2004 (“2004”) and June 30, 2003 (“2003”)

	2004			2003
Net Sales		100.0	%		100.0	%
Cost of Sales		75.5	%		76.5	%
Gross Margin		24.5	%		23.5	%
Operating Expenses
General and administrative		19.7	%		18.8	%
Selling		4.6	%		3.3	%
Research and development		0.6	%		0.6	%
Impairment Loss		0.0	%		1.7	%
(Gain) Loss on disposal of PP&E		-0.5	%		0.5	%
Total Operating Expenses		24.4	%		24.9	%
Income from operations		0.1	%		-1.4	%

Overall Net Sales and Gross Margin

Overall sales for fiscal 2004 were $19,154, down $2,092 from fiscal 2003 by a difference of 9.85%. This decrease in sales was primarily due to the significant drop in sales in the Distribution segment, as well as decreased activity in the Testing segment, both of which offset the surge in sales in the Manufacturing segment, especially in the fourth quarter. Overall gross margin increased marginally by less than 1% from 23.5% in fiscal 2003 to 24.5% in fiscal 2004, primarily attributable to the Distribution segment even though sales in that segment decreased significantly.

Distribution Segment

The revenue and gross margin for the Distribution segment for fiscal years 2004 and 2003 were as follow:

(In Thousands, unaudited)	2004			2003
Revenue	$	3,124		$	7,067
Gross margin		13.5	%		5.3	%

Net sales in the Distribution segment decreased 55.8%, a decrease of $3,943 from $7,067 in fiscal 2003 to $3,124 in fiscal 2004. The bulk of the sales decline was attributable to the decrease in unit volume of low-margin products, which experienced a reduction in sales revenue of $3,926 from fiscal 2003 to fiscal 2004, along with a 34.7% drop in quantity sold and a 49.6% reduction in selling price. Sales of Vibration products and Reflow ovens fell by $115, with a drop of 33.3% in quantity sold. The demand for Vibration products diminished as this equipment had an average unit selling price greater than $100. Customers in the United States remained conservative in making large investments, hence demand was low. Customers showed a preference to purchase substitute equipment at an average selling price below $30. As for Reflow ovens, customers developed more stringent requirements in technology, and our existing vendor was unable to satisfy the change. We will continue to search for other vendors who can meet our customers’ requirements. However, the unit selling price of Vibration products and Reflows ovens increased by 30.5% over fiscal 2003 due to our ability to meet customers’ specialized demands, hence their willingness to pay more for this benefit. Additionally, spare parts and services increased sales by $117.

Despite the decline in sales in the Distribution segment overall, the margin showed an improvement of 8.2% from 5.3% in fiscal 2003 to 13.5% in fiscal 2004 due to the decreased sales of low-margin products combined with the improvement in average unit selling price of Vibration products and Reflow ovens. This contributed mainly to the slight improvement in the overall gross margin compared to fiscal 2003.

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Testing Segment

The revenue and gross margin for the Testing segment for fiscal years 2004 and 2003 were as follow:

(In Thousands, unaudited)	2004			2003
Revenue	$	8,908		$	9,505
Gross margin		29.2	%		38.4	%

The Testing segment also experienced some deterioration in sales. Sales dropped by 6.3% from $9,505 in fiscal 2003 to $8,908 in fiscal 2004. Burn-in volume for this segment decreased due to a change in customers’ burn-in requirements. We adjusted to meet these specifications, but still suffered a lower margin of 9.2% from fiscal 2003 because of operating with fixed costs. Also contributing was the fall in product life cycle for one particular type of burn-in, and one new type of burn-in has yet to ramp up as expected. Additionally, we adopted a reduction in service fees of approximately 13.3% in an effort to maintain existing customers and attract new ones in an increasingly competitive market.

Gross margin dropped by 9.3%, from 38.5% in fiscal 2003 to 29.2% in fiscal 2004 due to several factors. First, the Company reduced service fees in an effort to retain existing customers and capture new ones in an increasingly competitive market. Second, material costs, such as utilities, increased due to higher usage of certain products and some new administrative charges from the vendor of utilities were imposed. In order to counter the above, the Singapore Testing operation is working diligently to obtain more business for the latest type of burn-in, and will be closely monitoring costs to maintain them at the minimum level.

Although the Thailand operation saw boosted sales in fiscal 2004, it generated a lower margin due to a change in product mix, as more services at a lower margin were provided to one particular customer with whom Trio-Tech has a long standing relationship.

Manufacturing Segment

The revenue and gross margin for the Manufacturing segment for fiscal years 2004 and 2003 were as follow:

(In Thousands, unaudited)	2004			2003
Revenue	$	7,122		$	4,674
Gross margin		19.3	%		19.1	%

The setbacks in sales in the Testing and Distribution Segments were partially offset by an improvement in sales in the Manufacturing segment, resulting an overall increase in sales of 52.4% from $4,674 in fiscal 2003 to $7,122 in fiscal 2004. The market conditions for the microelectronics market remained positive as indicated by the improved backlog, which increased from $582 in fiscal 2003 to $3,440 in fiscal 2004. Sales of burn-in systems and burn-in boards increased, as did sales derived from fabrication and upgrading customers’ equipment. The Singapore Manufacturing operation was chosen by a customer to be its major supplier to build systems for the testing of microprocessor, and anticipates that it will continue to provide this service. This same operation also procured the business of burn-in boards sales to its new customer.

Sales of burn-in boards were $851 in fiscal 2004, an increase in the quantity sold of 175.6% with a drop in unit selling price of 7.2%. Sales of burn-in systems were $1,758, a 585% increase in quantity sold and a 44.1% decrease in unit selling price over fiscal 2003. Even though the unit selling price decreased for all these products, the dollar volume resulting from the substantial increase in the quantity sold of burn-in boards and burn-in systems exceeded the dollar volume resulting from the drop in selling price. The sales of Artic Temperature Controlled Chucks contributed the decrease of $160 due to the decrease in both quantity and the unit selling price.

Gross margin as a percentage of sales remained relatively flat at 19%, but the dollar volume increased by $475 from $892 in fiscal 2003 to $1,367 in fiscal 2004, which was consistent with the increase in sales. Another factor which contributed to a flat margin was due to the sale of certain inventories with provision generating zero or little margin.

Geographically, net sales into and within the United States region decreased by 47.9%, from $9,038 in fiscal 2003 to $4,706 in fiscal 2004. The drop in demand in the U.S. for front-end products from the Singapore Distribution segment contributed to 90.4% of the decline. It was also due in part to the decline in demand for Artic Temperature Controlled Chucks as Semiconductor equipment capital spending budgets in the U.S. appear to have been reduced based on lower growth expectations for the second half of 2004. In addition, the U.S. Manufacturing operation was moved from San Jose, California to Singapore at the very end of the third quarter, hence we predict a temporary lack of bookings for Wet Process Stations while we prepare for the manufacturing process and determine the needs of the customers in this new region. Net sales into and within Ireland increased 33.1%, from $943 in fiscal 2003 from $1,255 in fiscal 2004. Responsible for the increase was a boost in programming

19

services in the Ireland operation. Net sales into and within the Southeast Asia region increased by 18.0% from $11,306 in fiscal 2003 to $13,344 in fiscal 2004, as there was higher demand for Burn-in Boards and Systems in Malaysia and Singapore.

Operating Expenses

The operating expenses for fiscal years 2004 and 2003 were as follow:

(In Thousands, unaudited)	2004			2003
General and administrative	$	3,769		$	3,992
Selling	$	875		$	702
Research and development	$	117		$	121
Impairment Loss	$	4		$	358
(Gain) loss on disposal of PP&E	$	(101	)	$	115
	$	4,664		$	5,288

As a percentage of sales, operating expenses dropped by 0.6% from 24.9% in fiscal 2003 to 24.4% in fiscal 2004. This was a result of the slight movements in all the operating expense items as a percentage of sales. As a percentage of sales, general and administrative expenses increased slightly by 0.9% from 18.8% in fiscal 2003 to 19.7% in fiscal 2004.

General and administrative expenses decreased by $223 from fiscal 2003 to fiscal 2004. Several factors contributed to this reduction, including diminished bonus provisions of $127 in the Singapore operation as a few of the operations did not meet their bonus payment criteria. Salaries were cut back by $117 in Southeast Asia and $101 in the United States operation as part of cost cutting measures. Insurance and rental diminished by $33 in Universal Systems after the operation along with its assets were moved from San Jose, California to Singapore. In fiscal 2003, the Company granted certain stock options which had an exercise price less than that of the fair market value resulting in a $14 compensation cost. In fiscal 2004, as all options were granted at fair market value, no similar compensation costs were incurred. Finally, miscellaneous costs fell by $6. This was all offset by higher depreciation of $25 due to renovations and additional purchases of equipment in Southeast Asia; addition withholding tax of $10 from Malaysia operation; additional provision for doubtful debts of $9; and incremental tele-communication expenses of $9 due to overseas travel. Additionally, a reversal in provision for contingent liabilities of $51 occurred in the third quarter of fiscal 2003, as the court case was settled in favor of Trio-Tech and we were not liable for the compensation. No such reversal of provision occurred in 2004. Likewise, in fiscal 2004 Corporate officers’ bonuses in the amount of $17 were paid, whereas in fiscal 2003, $54 in bonuses were reversed out as the group did not meet its bonus payment criteria

As a percentage of sales, selling expenses increased marginally by 1.3% from 3.3% in fiscal 2003 to 4.6% in 2004. Selling expenses as a whole increased by $173. One reason for this was the increase in commission of $43 in the U.S. operation due to a higher number of commissionable sales, and a $60 increase in commissions in Singapore Manufacturing and Distribution for the same reason. Another reason was the higher warranty cost of $165 due to more numerous equipment sales for the Singapore Manufacturing and Distribution segments. Higher travel costs of $16 were incurred in Singapore mainly for the purpose of transferring the manufacturing of Wet Process Stations from San Jose to Singapore. Greater participation in semiconductor shows and conferences resulted in higher trade show costs of $13 for fiscal 2004. Finally, there was an increase in miscellaneous costs of $2. This was offset with a reduction in salaries of $50 in the Southeast Asia operation through a reduction in headcount. Also, there was a savings of $49 in salaries in the U.S. as the sales staff at Universal Systems was laid off in the third quarter of 2003, and a savings in rent and utilities of $27 as this same facility was closed down.

Research and development remained relatively flat from fiscal 2003 to fiscal 2004.

(Gain)/Loss on Disposal of Property, Plant and Equipment

The loss on disposal of fixed assets of $115 in fiscal 2003, was related to the write off of obsolete burn-in facilities in Southeast Asia in fiscal 2003. On the other hand, the gain on disposal of $101 in fiscal 2004 was derived from the Ireland and Thailand operations. Ireland operation sold equipment which had been written off several years ago, hence enabling us to recognize $62 of the sales proceeds as a total gain for the operation. Also, the Thailand operation made a substantial sale of boards to one of its customers, realizing a gain of $39.

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Income (loss) from operations

The income (loss) from operations for fiscal years 2004 and 2003 were as follow:

(In Thousands, unaudited)	2004			2003
Manufacturing Segment	$	(205	)	$	(802	)
Testing Segment	$	241		$	803
Distribution Segment	$	(27	)	$	(212	)
Corporate	$	27		$	(76	)
	$	36		$	(287	)

The Company turned the operating loss of $287 in fiscal 2003 to an operating income of $36 in fiscal 2004. The improvement was mainly attributed to the Manufacturing and Distribution Segments, which have more than offset the decline in operating income for the Testing Segment.

The operating loss in the Manufacturing Segment declined by $597, from $802 in fiscal 2003 to $205 in fiscal 2004. The reduction in operating loss resulted in part from the transfer of the Universal Systems manufacturing operation from San Jose to Singapore in the third quarter of 2004. Hence, certain fixed costs which were incurred in fiscal 2003 were not repeated in fiscal 2004. General & administrative costs as a percentage of sales decreased from 21.8% in fiscal 2003 to 12.4% in fiscal 2004, while selling expenses as a percentage of sales dropped from 8% to 5.4%, mainly due to the significant rise in sales of 52.4%. The decline in general & administrative costs of 9.4% and selling expenses of 2.6% as a percentage of sales was mainly attributed to Universal System. After Universal System moved its manufacturing operation, along with all its equipment, to Trio-Tech International Pte. Ltd. in Singapore, this resulted in a savings in high fixed costs, such as salaries of $148, rental of $60, commissions of $15, and research and development costs of $12 when compared to fiscal 2003.

The Distribution Segment also contributed to the improvement in operating income. Its operating loss decreased by $185 from $212 in fiscal 2003 to $27 in fiscal 2004. This improvement was mainly due to the change in product mix, which improved gross margin as mentioned earlier. Operating expenses for Vibration products and Reflow ovens remained similar to those in fiscal 2003 which, along with the increase in price, contributed to the decrease in operating loss for the Distribution Segment.

Corporate also contributed to the improvement in the overall operating income. The corporate office attempts to reimburse its operating expenses by imposing a fee to all subsidiaries on a fixed percentage of total revenue. Due to the increase in Singapore Manufacturing sales in the fourth quarter, while the rate remained unchanged, the fees collected in fiscal 2004 were more than corporate operating expenses. This is unlikely to recur in fiscal 2005. Hence, Corporate went from an operating loss of $76 in fiscal 2003 to an operating income of $27 in fiscal 2004, an increase of $103.

The above were more than enough to offset the decrease in operating income for the Testing Segment, which declined from $803 in fiscal 2003 to $241 in fiscal 2004. The cost of goods sold and operating expenses in the Testing segment, comprised of fixed and semi-fixed costs such as rental, depreciation, and administrative salaries, remained fixed despite the overall decrease in sales. With the increase in cost of goods sold as mentioned earlier due to higher utilities costs, the operating income declined by $562.

Interest Expense

The interest expenses for fiscal years 2004 and 2003 were as follow:

(In Thousands, unaudited)	2004			2003
Interest expense	$	(120	)	$	(185	)

Interest expense decreased by $65 in fiscal 2004 as compared to fiscal 2003. One reason for this was the lower interest incurred on lines of credit as the Singapore and U.S. operations repaid their lines of credit during the end of 2003 and the beginning of 2004. Also, lower interest was incurred on a term loan in the Singapore operation as most of its loan was repaid. Offsetting this was the interest from additional borrowings obtained for the building of extensions, burn-in systems and other equipment during the year by the Singapore operation.

Other Income

Other income for fiscal years 2004 and 2003 were as follow:

(In Thousands, unaudited)	2004		2003
Other income	$	372	$	347

21

Other income increased $25 from fiscal 2003 to fiscal 2004. One contributing factor to this was increased rental income due to the leasing out of factories in Ireland and Malaysia, which contributed $80. Another cause was increased net gain on disposal of marketable securities of $66. Offsetting these increases was a loss on currency exchange of $12 in 2004 versus an exchange gain of $9 in 2003 for a total difference of $21. Also, we experienced a decrease of $19 in dividends and interest income, a decline in royalty income of $20, a drop of $52 in sundry income, and a decrease of $9 in miscellaneous income.

Income Tax

The total income tax provision decreased by $81 or 74.5%, from $94 in fiscal 2003 to $13 in fiscal 2004. Of the change of $81, there was an increase of $28 related to the current portion of income tax due to the increase of $29 in foreign income tax provision and a decrease of $1 in state income tax provision compared to those in fiscal 2003. The rest was related to the deferred portion of income taxes benefit. An increase of $29 in current portion of foreign income tax expense was a result of tax provision of approximately $19 incurred in Ireland operation due to the gain of $62 on disposal of equipment and the remaining $10 of current portion of income tax provision incurred in Malaysia operation due to the increase in its operating income.

The deferred income tax portion was changed from provision of $42 in fiscal 2003 to benefit of $67 in fiscal 2004. The swing was approximately $$109, which was attributed to a decrease of deferred tax liability incurred mainly in Singapore. The decrease in deferred income tax expense was the result of the timing differences related to the recording of depreciation expenses for book and tax purposes and net operating loss carried forward in Singapore and Malaysia. We did not recognize any income tax benefits related to the net operating losses generated in the U.S. We believe that when the future taxable income exceeds the cumulative losses, it is likely that such benefits will be realized.

The Company’s effective income tax rate decreased from 75% in fiscal 2003 to 5% in fiscal 2004. The decrease in the effective income tax rate in fiscal 2004 was due to a change from net loss of $125 before income tax to net income of $288 before income tax and due to a change in the income tax provision of $94 in fiscal 2003 to income tax provision of $13 in fiscal 2004. As discussed above, the decrease of deferred tax liability in Singapore contributed to the decrease of total income tax provision which in turn contributed to the decrease of effective income tax rate. In addition, the net loss in the U.S. was decrease from $231 in fiscal 2003 to $87 in fiscal 2004 and net income in foreign countries increased from $106 in fiscal 2003 to $375 in fiscal 2004, both of which contributed to the decrease of effective income tax rate.

The Company files income tax returns in the U.S., Singapore, Thailand, Malaysia, and Ireland, respectively. Income taxes are provided in those countries where taxable income is earned. Income in one country is not offset by losses in another country. Accordingly, no benefit is provided for losses in the countries except where the loss can be carried back against income recognized in previous years. In essence, the effect of providing tax against taxable income while not providing benefit for losses results in an effective tax rate that differs from the federal statutory rate. The nature and terms of income tax holidays, abatements, rate reductions and similar arrangements granted by foreign taxing authorities and their impact on the provision for income taxes are as follows:

1.	Capital allowances are available in the Southeast Asia operation to offset taxable income, which is the same as accelerated allowance on fixed assets. This reduces the income tax payable and creates deferred tax liabilities for the next few years.
2.	Reinvestment allowances can only offset the tax payable if the expansion, modernization or diversification is carried out in a promoted area.

Net (Loss) Income

As a result of all of the factors analyzed above, the net income for the fiscal year ended June 30, 2004 was approximately $220, which represented an increase of $301 from a net loss of $81 for fiscal 2003, or a 371.6% change. Basic earnings per share for fiscal 2004 increased to $0.07 per share from a basic loss per share of $0.03 in fiscal 2003, which represented an increase of $0.10, a 333.3% change. Diluted earnings per share for fiscal 2004 was $0.07 per share, an increase of $0.10 per share from a diluted loss per share of $0.03 for fiscal 2003.

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Year Ended June 30, 2003 (“2003”) Compared to Year Ended June 30, 2002 (“2002”)

	2003			2002
Net Sales		100.0	%		100.0	%
Cost of Sales		76.5	%		81.2	%
Gross Margin		23.5	%		18.8	%
Operating Expenses
General and administrative		18.8	%		21.1	%
Selling		3.3	%		6.1	%
Research and development		0.6	%		1.7	%
Impairment Loss		1.7	%		8.3	%
(Gain) Loss on disposal of PP&E		0.5	%		-0.2	%
Total Operating Expenses		24.9	%		37.0	%
Income from operations		-1.4	%		-18.2	%

Overall Net Sales and Gross margin

Net sales for the Company increased overall by 8.3% from $19,617 in fiscal 2002 to $21,246 in fiscal 2003, a difference of $1,629. The increase in sales was primarily derived from the Distribution and Testing segments, which offset the decrease in sales in the Manufacturing segment. Overall gross margin increased by 4.7% from 18.8% in fiscal 2002 to 23.5% in fiscal 2003. The greater portion of this increase was attributable to the Manufacturing segment, which recovered from a loss to a positive gross margin in spite of a drop in sales.

Distribution Segment

The revenue and gross margin for the Distribution segment for fiscal years 2003 and 2002 were as follow:

(In Thousands, unaudited)	2003			2002
Revenue	$	7,067		$	5,653
Gross margin		5.3	%		9.1	%

The Distribution segment sales increased from $5,653 in fiscal 2002 to $7,067 in fiscal 2003, due to a surge in sales of low margin front-end products. An additional low margin front-end product of a similar nature to that of our existing products was responsible for this surge. Sales of low-margin products were $1,213, a 24.9% decline in quantity sold but a 50% increase in the selling price, whereas the sales of Test chambers and Reflow ovens were $201 in fiscal 2003 with a 46.7% rise in quantity sold and a drop in selling price of 58.1%. Test chambers and Reflow ovens were also in higher demand as we were able to keep the cost of these machines reasonably priced with a selling price ranging from $11 to $46, which fell within customers’ capital budgets.

Gross margin dropped by 3.8%, from 9.1% in fiscal 2002 to 5.3% in fiscal 2003, due to fierce competition in the capital equipment market and the decrease in customers’ capital spending budgets. Conversely, some customers took advantage of price reductions to obtain necessary equipment, which also impacted our gross margin. The increase in sales volume for Test Chambers and Reflow ovens was not sufficient to offset the effects of the price reduction.

Testing Segment

The revenue and gross margin for the Testing segment for fiscal years 2003 and 2002 were as follow:

(In Thousands, unaudited)	2003			2002
Revenue	$	9,505		$	8,942
Gross margin		38.4	%		38.4	%

The Testing segment also experienced an increase in sales in the Thailand and Singapore operations, where sales increased from $8,942 in fiscal 2002 to $9,505 in fiscal 2003. The Thailand operation secured new contracts from existing customers, as well as

23

secured new customers, and one particular type of burn-in device was in high demand from the Testing operation in Singapore. However, one particular customer in Malaysia shifted their production to Thailand, and revenue from this customer decreased in anticipation of this relocation. As a result, sales were not as high as they otherwise may have been.

Gross margin as a percentage of sales remained relatively flat at 38.4%, but the margin in dollars increased by $218 to $3,655 in fiscal 2003, which was consistent with the increase in sales.

Manufacturing Segment

The revenue and gross margin for the Manufacturing segment for fiscal years 2003 and 2002 were as follow:

(In Thousands, unaudited)	2003			2002
Revenue	$	4,674		$	5,022
Gross margin		19.1	%		-6.7	%

The increase in the Distribution and Testing sales was offset by a decrease in sales in the Manufacturing segment, which was mainly attributable to the United States operation. The net sales in the Manufacturing segment experienced a general decline of $348, from $5,022 in fiscal 2002 to $4,674 in fiscal 2003. The continued pessimistic outlook of the electronics industry and the threat of war in the Middle East for most of fiscal 2003 forced manufacturers to delay capital spending. Customers remained conservative in spending due to the overall pessimistic outlook of the electronics industry. Sales of Artic Temperature Controlled Chucks dropped $356, a 16.1% decrease in quantity sold and a 24.7% decrease in the selling price. Rate Turn Tables sales fell $315, a 100% reduction in quantity sold with no change in selling price, and were completely fazed-out in fiscal 2003. Sales of Environmental Test equipment dropped $257, a 33.3% decline in quantity sold with a 39.3% drop in selling price. Fortunately, the decline in Manufacturing segment sales was offset by an increase in sales of burn-in systems as a result of our ability to meet customers’ specialized demands, and therefore the ability to charge more for these products. The sales of Burn-in Boards fell $47, a 36% drop in quantity sold and a 50% reduction in the selling price. This overall decline was offset by a climb in sales of Burn-in Systems of $258, with a 14.3% decrease in quantity sold but a 75.1% increase in selling price. Wet Process Stations sales increased by $114 in spite of a 47.4% decrease in quantity sold, due to a 102.1% hike in selling price. HAST Equipment sales rose $210 due to a 300% growth in quantity sold and a 13.9% decrease in selling price.

Despite the decrease in Manufacturing Segment sales, the gross margin increased from a negative 6.7% in fiscal 2002 to a positive 19.1% in fiscal 2003 mainly due lower cost of goods sold incurred in fiscal 2003. This increase in fact contributed to the bulk of the improvement in the overall gross margin for the Company. The cost of goods sold included an inventory obsolescence of $511 in the United States operation in 2002, which did not recur in 2003. Likewise, lower depreciation expenses of $234 incurred as no depreciation was charged on fixed assets that were impaired in fiscal 2002 and did not recur in fiscal 2003. Finally, the United States operations reduced headcount as part of cost cutting measures thereby reducing payroll related costs by $484.

Geographically, net sales into and within the United States increased by 11.8%, from $8,083 in fiscal 2002 to $9,038 in fiscal 2003. This was a result of an increasing demand in the U.S. for front-end products from the Distribution segment in Singapore and HAST equipment from one of the local operations. Net sales into and within the Southeast Asia region increased 12% from $10,093 in fiscal 2002 to $11,306 in fiscal 2003, primarily attributable to a new burn-in testing service in the Thailand operation and an increase in demand for burn-in equipment in Singapore as a result of the ability to meet customers’ specifications. Net sales into and within Ireland and other countries decreased by 36.2% from $1,479 in fiscal 2002 to $943 in fiscal 2003 due to a decline in demand for testing services, which occurred when several large customers moved out of Europe, and lower Manufacturing sales from Singapore and the Unites States into Europe and other countries as well.

Operating Expenses

The operating expenses for fiscal 2003 and 2002 were as follows:

(In Thousands, unaudited)	2003		2002
General and administrative	$	3,992	$	4,141
Selling	$	702	$	1,200
Research and development	$	121	$	331
Impairment Loss	$	358	$	1,631
(Gain) on disposal of PP&E	$	115	$	(33	)
	$	5,288	$	7,270

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Operating expenses decreased by $1,982 or 27.3% from $7,270 in fiscal 2002 to $5,288 in fiscal 2003. As a percentage of total revenue, our operating expenses in fiscal 2003 decreased from 37% to 24.9% in fiscal 2002.

General and Administrative (“G&A”) expenses decreased by $149 or 3.6% from $4,141 in fiscal 2002 to $3,992 in fiscal 2003. As a percentage of sales, G&A decreased by 2.3% from 21.1% in 2002 to 18.8% in fiscal 2003. Although we experienced a $333 decrease in G&A during fiscal 2003 as a result of a decrease in payroll related expenses, primarily in the U.S. operations, such decrease was offset by a $264 increase in payroll expenses in Southeast Asia as operations there increased based on increased sales. In addition, we had a $40 decrease in rental, relocation, and insurance expenses due to relocation to smaller facilities in Van Nuys, California in 2002, and a $40 decrease in depreciation expense as no depreciation was charged on fixed assets that were impaired in fiscal 2002 and did not recur in fiscal 2003.

Selling expenses decreased by $498 or 41.5% from $1,200 in fiscal 2002 to $702 in fiscal 2003. As a percentage of sales, selling expenses decreased 2.8% from 6.1% in fiscal 2002 to 3.3% in fiscal 2003. Of the $498, (1) $195 was related to a decrease in commission expense as a result of a decrease in commission-related sales in the Distribution and Manufacturing segments, (2) $127 was related to a decrease in warranty expenses incurred in Southeast Asia, reflecting the fact that the amount of products sold requiring warranty was reduced in fiscal 2003, (3) a $60 decrease was due to an impairment loss recorded in fiscal 2002 which did not recur in fiscal 2003, (4) an approximate $50 decrease in travel and related costs was due to fewer sales trips made in the second half of fiscal 2003 as a result of the Iraq war and the SARS outbreak in Asia, and (5) a $66 decrease in other expense items was a result of cost-cutting measures implemented during fiscal 2003.

Research and development expense decreased by $210 or 63.4% from $331 in fiscal 2002 to $121 in fiscal 2003. This decrease was due primarily to management’s decision to reduce research and development activities on its Wet Process Stations and Artic Temperature Controlled Chucks, based on reduced demand for these customized products in the Manufacturing Segment.

Impairment loss

Impairment loss decreased by $1,273 or 78.1%, from $1,631 in fiscal 2002 to $358 in fiscal 2003. The decrease of $1,273 was primarily due to the remaining fixed and intangible assets written to their fair value in fiscal 2003, which were not written down previously. The Company recorded an impairment loss based on its examination of the estimated undiscounted future cash flows generated by the subsidiaries where certain long-lived assets (certain fixed assets) were used.

The impairment loss of $358 in fiscal 2003 consisted of machinery and equipment, furniture and fixtures, and leasehold improvements (pertaining to the Malaysia and Singapore Testing operations) due to changes in demand for certain burn-in services which in turn made certain of our existing burn-in facilities obsolete.

(Gain) Loss on Sale of Property, Plant and Equipment

The disposal of property, plant and equipment resulted in a decrease of $148 from a gain of $33 in fiscal 2002 to a loss of $115 in fiscal 2003. The disposal loss was related to the disposal of the obsolete burn-in facilities in Southeast Asia due to new developments and advancement in technology.

Income (loss) from operations

The income (loss) from operations for fiscal years 2003 and 2002 were as follow:

(In Thousands, unaudited)	2003			2002
Manufacturing Segment	$	(802	)	$	(4,013	)
Testing Segment	$	803		$	680
Distribution Segment	$	(212	)	$	(69	)
Corporate	$	(76	)	$	(177	)
	$	(287	)	$	(3,579	)

The substantial reduction in the operating loss from $3,579 in fiscal 2002, to $287 in fiscal 2003 was mainly attributed to the Manufacturing and Testing Segment and Corporate, which have more than to offset the increase in operating loss for Distribution Segment.

The operating loss in Manufacturing Segment decreased by $3,211 from $4,013 in fiscal 2003 to $802 in fiscal 2002, mainly due to lower cost of goods sold as mentioned earlier. In addition, the operating expenses further decreased such as the reduction of $1,045 in impairment loss of machinery and equipment was recorded in fiscal 2002 but was not repeated in fiscal 2003. No depreciation was charged on the machinery and equipment that were impaired in fiscal 2002, hence there was a reduction of $98

25

in depreciation expense in fiscal 2003. Payroll related expenses were reduced by $343 as a part of cost cutting measures implemented in fiscal 2003. Concurrently, rental, insurance, travel, legal and auditing fees and commission were cut by $202 for the same reason. Finally, a reduction in research and development costs resulted in a savings of $210 due to a change in demand for products sold by our Manufacturing segment.

Testing Segment and Corporate also contributed to the reduction in operating loss. The operating loss for Testing Segment increased by $123 from $680 in fiscal 2002 to $803 in fiscal 2003. Its operating expenses decreased mainly due to the impairment loss of $130 which consisted of machinery and equipment, furniture, and leasehold improvements pertaining to the Malaysia and Singapore operations recorded in fiscal 2002 but was not repeated in fiscal 2003.

The operating loss in Corporate reduced from $177 in fiscal 2002 to $76 in fiscal 2003 due to an increase in allocated charges on the subsidiaries, which was contributed from a significant reduction in sales for one particular product with a lower allocated charge. This was offset by the increase in tax fees of $53 for the appointment of a new firm to assist in the tax computation rather than computing internally. Additionally, compensation costs of $14 were charged because of the grant of certain stock options with an exercise price at less than the fair market value of the underlying Common Stock.

The above were more than to offset the increase in operating loss for Distribution Segment, which increased from $69 in fiscal 2002 to $212 in fiscal 2003, mainly attributed to the decrease in gross margin mentioned earlier. Despite there was a significant increase in Distribution Segment sales, the operating loss did not reduce as the bulk of the sales increase derived from low margin front-end products. Hence, the margin that derived from such products was minimal.

Interest Expenses

The interest expenses for fiscal 2003 and fiscal 2002 were as follows:

(In Thousands, unaudited)	2003			2002
Interest expense	$	(185	)	$	(207	)

Interest expense decreased by $22 or 10.6%, from $207 in fiscal 2002 to $185 in fiscal 2003. This decrease was primarily due to net repayments of $932 on the line of credit and payments of $1,284 on long-term debt and capitalized leases.

Other Income

The other income for fiscal 2003 and fiscal 2002 were as follows:

(In Thousands, unaudited)	2003		2002
Other income	$	347	$	306

Other income increased by $41 or 13.4% from $306 in fiscal 2002 to $347 in fiscal 2003. Changes in other income in fiscal 2003 compared to those in fiscal 2002 consisted mainly of (1) an increase in gain on disposal of marketable securities of $50, (2) an increase in exchange gain of $116 in fiscal 2003 and, (3) a decrease in interest income of $99 in fiscal 2003.

Income Tax

The total income tax provision increased by $41 or 77% from $53 in fiscal 2002 to $94 in fiscal 2003. Of the change of $41, $19 was related to the current portion of income tax due to the increase of $18 in foreign income tax expense and $1 in state income tax expense compared to those in fiscal 2002. The remaining $22 related to the deferred portion of income taxes expense. The increase of $18 in current foreign income tax expense was a result of an increase in income in Thailand from a loss of $36 in fiscal 2002 to an income of $288 in fiscal 2003, which was offset by the decrease in income in Singapore of $466 in fiscal 2002 to $182 in fiscal 2003. Though Singapore had a higher income in fiscal 2002, the allowance on depreciation for tax purposes reduced the taxable income and thus resulted in a lower tax provision in fiscal 2002.

The deferred portion of income tax provision increased by $22 from $20 in fiscal 2002 to $42 in fiscal 2003, which was attributed to the increase in the deferred tax liability incurred mainly in Singapore. The increase in deferred income tax expense was the result of the timing differences related to the recording of depreciation expense for book and tax purposes. We did not recognize any income tax benefits related to the losses generated in the U.S. We believe that when the future taxable income exceeds the cumulative losses, it is likely that such benefits will be realized.

The Company’s effective income tax rate increased from 2% in fiscal 2002 to 75% in fiscal 2003. The increase in the effective income tax rate in fiscal 2003 was due to the decrease in net loss generated in the U.S. and the increase in the net income before taxes generated by the operations conducted in foreign countries. In addition, the net loss incurred in the U.S. cannot offset the

26

taxable income in Singapore and Thailand. Therefore, the main portion of income tax expense of $94 was incurred in Singapore and Thailand.

The Company files income tax returns in the U.S., Singapore, Thailand, Malaysia, and Ireland, respectively. Income taxes are provided in those countries where taxable income is earned. Income in one country is not offset by losses in another country. Accordingly, no benefit is provided for losses in the countries except where the loss can be carried back against income recognized in previous years. This has the effect of providing tax against taxable income while not providing benefit for losses, which results in an effective tax rate that differs from the federal statutory rate. The nature and terms of income tax holidays, abatements, rate reductions and similar arrangements granted by foreign taxing authorities and their impact on the provision for income taxes are as follows:

1.	Capital allowances are available in the Southeast Asia operations to offset taxable income, which is the same as accelerated allowance on fixed assets. This reduces the income tax payable and creates deferred tax liabilities for the next few years.
2.	Reinvestment allowances can only offset the tax payable if the expansion, modernization or diversification is carried out in a promoted area.

Net (Loss) Income

As a result of all of the factors analyzed above, the net loss for the fiscal year ended June 30, 2003 was approximately $81, which represented a decrease in losses of $3,466 from a net loss of $3,547 for fiscal 2002, or a 97.7% change. Basic loss per share for fiscal 2003 decreased to $0.03 per share, from a basic loss per share of $1.21 in fiscal 2002, which represented a decrease of $1.18, a 97.7% change. Diluted loss per share for fiscal 2003 was $0.03 per share, a decrease of $1.18 per share from diluted loss per share of $1.21 for fiscal 2002.

Liquidity and Capital Resources

We believe our financial condition is strong. The working capital (defined as current assets minus current liabilities) of $7,370 as of June 30, 2004 increased by $343, or 4.88%, compared to working capital of $7,027 as of June 30, 2003. The current ratio (defined as current assets divided by current liabilities) was 2.36 times as of June 30, 2004 compared to 2.57 as of June 30, 2003. The Company had positive working capital for the ten fiscal years prior to the year ended June 30, 2004. We believe that the Company has the ability to maintain positive working capital and strong liquidity in the near future.

Management believes the Company has the economic wherewithal to satisfy any short-term funding for several reasons. We have cash provided by operating activities of $1,854 after adjusting for non-cash items and movements in working capital and our collection of accounts receivable is approximately 70 days which is consistent with last year and is adequate for our purposes. Furthermore, the manufacturing operation in San Jose, California, which consistently showed a loss, was moved to Singapore without additional work force. We anticipate that it will ease the working capital used to finance that operation.

The Burn-in testing operation in Malaysia acquired on July 1, 2004 will need significant capital expenditure of $578 to renovate the office, plant and facilities for new products, replace existing equipments and purchase new equipments. Currently, internal funding is used for the first two payment of $576 for the total acquisition cost of approximately $921 (2,000 Ringgit Malaysian) The balance of the purchase price for this burn-in operation of approximately $395 (1,500 Ringgit Malaysian) was paid in the form of a bank guaranteed which will mature in six months at December 31, 2004.

In addition, the backlog from Singapore Manufacturing ramped up beginning in the last quarter of fiscal 2004. Accordingly, we anticipate that there will be more purchases of raw materials to meet the orders in the next few quarters, and the unused credit facilities will be utilized to fund this area.

At June 30, 2004, the Company had available short-term lines of credit totaling $3,699, of which $3,553 was unused. However, of this $3,553, the line of credit of Trio-Tech Singapore of $2,925 expired in July 2004. The Company anticipates that it will renew this line of credit at a later date.

Entity with Facility	Type of	Interest			Credit		Unused
Trio-Tech Malaysia	Line of Credit		7.00	%	$	91	$	91
Trio-Tech Bangkok	Line of Credit		6.75	%		98		98
Trio-Tech Singapore	Line of Credit		5.5 to 6.0	%		3,510		3,364
					$	3,699	$	3,553

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The Company procured long-term loans of $773 and capitalized leases of $111 in fiscal 2004 to finance capital purchases, and another loan of approximately $1,000 has yet to be drawn down.

The following contractual obligations servicing table describes our overall future cash obligations based on various current contracts in the next five years:

	Payments Due by Period (at June 30, 2004)
			Less than		1 - 3		4 - 5		After
	Total		1 Year		Years		Years		5 Years
Lines of Credit	$	146	$	146	$	—	$	—	$	—
Notes Payable		1,089		506		583		—		—
Capital Leases		456		246		202		8		—
Operating Leases		1,373		654		719		—		—
	$	3,064	$	1,552	$	1,504	$	8	$	—

Other requirements will be for the expansion of the new Distribution operation in Singapore, where we anticipate the purchase of raw materials for Wet Process Stations and for new products. There were no other capital commitments except those that were disclosed as of June 30, 2004..

Fiscal 2004

Net cash provided by operating activities during the year ended June 30, 2004 doubled from net cash of $927 provided by operating activities during the year ended June 30, 2003 to a net cash of $1,856. Movements in working capital included increases in accounts payable and accrued expenses, and decreases in accounts receivable and inventories.

The increase in accounts payable and accrued expenses of $2,161 over June 30, 2003 was mainly due to larger orders for purchase of materials, especially in the Singapore operation, to meet orders in the first quarter of 2005. There was a sudden increase in our Manufacturing backlog in 2004, which went from $582 in June 2003 to $3,440 in June 2004.

However, accounts receivable decreased by $588 at June 30, 2004 as compared to June 30, 2003. This was mainly attributable to the lower sales generated from the Singapore Testing and Distribution operation. As a result, sales in Southeast Asia decreased by $605 to $4,100 in the last quarter of fiscal 2004 as compared to the same quarter in fiscal 2003. Nevertheless, the accounts receivable turnover index (defined as net sales divided by average ending accounts receivable less bad debt allowance) remains consistent at 5 times at June 30, 2003 and 2004, indicating that the Company remains efficient in its collection.

Inventories decreased by $324 at June 30, 2004 as compared to June 30, 2003, which was mainly attributed to the decline in inventories of $310 in Universal System. These inventories were either turned into finished goods and sold off or transferred to Singapore in the third quarter of fiscal 2004; none was in the operation thereafter. The provision for stock obsolescence in Universal Systems of $250 was written off after the transfer and the carry value of the inventories was taken up in the Singapore subsidiary. On the other hand, the Singapore Manufacturing operation and Distribution operation started to stock up inventories during the fourth quarter of fiscal 2004, to work on new orders and to cater for the higher backlog as of June 30, 2004. Hence, the inventory turnover index (defined as cost of sales divided by average ending inventory) was 11.77 times at June 30, 2004, down from 15.75 times at June 30, 2004.

The bulk of the cash provided from investing activities during the year 2004 was invested in short-term deposits, because of our view that cash will be required in the short term for new investments in Malaysia. The investments in short-term deposits increased $1,341 from $4,308 in June 30, 2003 to $5,649 in June 30, 2004. This contributed mainly to the net cash used in investing activities during the year ended June 30, 2004 of $1,581, compared to net cash provided by investing activities of $1,346 during the year ended June 30, 2003. In addition, capital expenditures increased by $470 in 2004 mainly due to the acquisition of burn-in systems and the extension of a building. These were offset with the higher proceeds of $241 mainly from sales of equipment and lower purchase of marketable securities of $533 in 2004.

Net cash used in financing activities during the year ended June 30, 2004 was $464, reflecting a decrease of $1,287 compared to the $1,751 used in financing activities during 2003. Out of the decrease of $1,287, $1,166 was due to lower net repayment on lines of credit, debt and capitalized leases during the year ended June 30, 2004 compared to net repayments of $1,681 for the year ended June 30, 2003. In addition, cash of $104 was received from stock options exercised during the year ended June 30, 2004.

Approximately $2,011 of short-term deposits as of June 30, 2004 is held in the Company’s 55% owned Malaysian subsidiary. Of such amount, $1,742 is denominated in the currency of Malaysia, of which $147 is currently available for movement

28

overseas, as authorized by the Central Bank of Malaysia. There are additional amounts available as dividends (after making deductions for income tax) pursuant to Malaysian regulations.

Fiscal 2003

Net cash provided by operating activities during the year ended June 30, 2003 was $927, reflecting a significant increase of $2,644, compared to a net cash of $1,717 used in operating activities during the year ended June 30, 2002. Movements in working capital included increases in accounts receivable, accounts payable and accrued expenses and a decrease in inventories.

The increase in accounts receivable of $222 was mainly attributable to the higher net sales of 8.3% for the fiscal year ended June 30, 2003 compared to June 30, 2002. The increased sales were the primary factor in the improvement in the accounts receivable turnover. The accounts receivable turnover index (defined as net sales divided by average ending accounts receivable less bad debt allowance) totaled 5.45 times as at June 30, 2003, compared with 4.21 times at June 30, 2002 also indicating that the company believes that the foregoing reflects its consistent emphasis on the collection of accounts receivable.

Accounts payables and accrued expense increased by $1,540 over June 30, 2002 mainly due to an increase in purchases of finished goods in one of the U.S operations to cater for the sudden increase in their backlog from $111 as at June 30, 2002 to $1,001 as at June 30, 2003. In addition, a potential sales rebate of $163 was accrued in the Singapore operation after finalization of pricing with a customer.

However, inventory decreased by $445 at June 30, 2003 as compared to June 30, 2002, which was due to the improvement in the inventory turnover index. The inventory turnover index (defined as cost of sales divided by average ending inventory) was 15.75 times at June 30, 2003, up from 10.86 times at June 30, 2002.

Net cash provided from investing activities increased $105 from $1,241 at June 30, 2002 to $1,346 at June 30, 2003. The change was contributed mainly from higher proceeds from disposal of marketable securities of $109, an increase in short term deposits of $53 and a reduction in purchases on marketable securities of $139. This was offset with an increase in capital expenditures of $122 in the Testing segment for business expansion in Southeast Asia and lower proceeds from sales of equipment by $63.

Net cash used in financing activities during the year ended June 30, 2003 was $1,751, reflecting a decrease of $1,843 compared to $92 provided by financing activities during the year ended June 30, 2002. Out of the decrease of $1,843, $1,681 was due to lower net repayment on lines of credit, debt and capitalized leases during the year ended June 30, 2003 compared to net borrowings of $96 for the year ended June 30, 2002. In addition, higher dividends of $66 were paid out to the minority interest during the year ended June 30, 2002.

Approximately $806 of cash deposits as of June 30, 2003 is held in the Company’s 55% owned Malaysian subsidiary. Of such amounts, $535 was denominated in the currency of Malaysia, of which $168 is currently available for movement overseas, as authorized by the Central Bank of Malaysia. There are additional amounts available as dividends (after making deductions for income tax) pursuant to Malaysian regulations.

Corporate Guarantee Arrangement

The Company provides a corporate guarantee to one of its subsidiaries in Southeast Asia of approximately $1,462 to secure line-of-credit and term loans from a bank to finance the operations of such subsidiary. With the strong financial position of the subsidiary company, the Company believes this corporate guarantee arrangement will have no material impact on its liquidity or capital resources.

Recently Issued Accounting Pronouncements

In January 2003, the FASB issued Financial Interpretation No. 46 (“FIN 46”), “Consolidation of Variable Interest Entities”. FIN 46, as amended by FIN 46(R), issued in January 2003, requires an investor with a majority of the variable interests in a variable interest entity to consolidate the entity and also requires majority and significant variable interest investors to provide certain disclosures. A variable interest entity is an entity in which the equity investors do not have a controlling financial interest or the equity investment at risk is insufficient to finance the entity’s activities without receiving additional subordinated financial support from other parties. The provisions of FIN 46(R) are applicable for fiscal years ending after December 15, 2004. The Company does not have any variable interest entities that must be consolidated.

CERTAIN RISKS THAT MAY AFFECT OUR FUTURE RESULTS

We hereby caution stockholders, prospective investors in Trio-Tech International and other readers that the following important factors, among others, in some cases have affected, and in the future could affect, our stock price or cause our actual results for

29

the fiscal year ending June 30, 2004 and future fiscal years and quarters to differ materially from those expressed in any forward-looking statements, oral or written, made by or on behalf of us.

Our operating results are affected by a variety of factors

Our operating results are affected by a wide variety of factors that could materially affect revenues and profitability or lead to significant variability of quarterly or annual operating results. These factors include, among others, components relating to:

• economic and market conditions in the semiconductor industry;

• market acceptance of our products and services;

• changes in technologies in the semiconductor industry, which could affect demand for our products and services;

• changes in testing processes;

• the impact of competition;

• the lack of long-term purchase or supply agreements with customers and vendors;

• changes in military or commercial testing specifications, which could affect the market for our products and services;

• difficulties in profitably integrating acquired businesses, if any, into the Company;

• the loss of key personnel or the shortage of available skilled employees;

• international political or economic events;

• currency fluctuations; and

• other technological, economic, financial and regulatory factors beyond our control.

Unfavorable changes in these or other factors could materially and adversely affect our financial condition or results of operations. We may not be able to generate revenue growth and any revenue growth that is achieved may not be sustained. Our business, results of operations and financial condition would be materially adversely affected if operating expenses increase and are not subsequently followed by increased revenues.

The semiconductor industry cycles affect our business

Our business depends primarily upon the capital expenditures of semiconductor manufacturers, assemblers and other testing companies worldwide. These industries in turn depend on the current and anticipated market demand for integrated circuits and products utilizing semiconductor devices. The global semiconductor industry generally, and the semiconductor testing equipment industry in particular, are volatile and cyclical, with periodic capacity shortages and excess capacity. In periods of excess capacity, the industry sharply cuts its purchases of capital equipment, including our distributed products, and reduces testing volumes, including our testing services. Excess capacity also causes downward pressure on the selling prices of our products and services.

Our operating results have been adversely affected by past downturns and slowdowns. There is no assurance that there will not be downturns or slowdowns in the future that may adversely affect our financial condition or operating results. In addition, if one or more of our primary customers reduces its or their purchases or use of our products or testing services, our financial results could be materially and adversely affected. We anticipate that we will continue to be primarily dependent on the semiconductor industry for the foreseeable future.

Rapid technological changes may make our products obsolete or result in decreased prices or increased expenses

Technology changes rapidly in the semiconductor industry and may make our services or products obsolete. Advances in technology may lead to significant price erosion for products which we test with our older testing technologies. Our success will depend in part on our ability to develop and offer more advanced testing technologies and processes in the future, to anticipate both future demand and the technology to supply that demand, to enhance our current products and services, to provide those products and services at competitive prices on a timely and cost-effective basis and to achieve market acceptance of those products and services. To accomplish these goals, we may be required to incur significant engineering expenses. As new products or services are introduced, we may experience warranty claims or product returns. We may not be able to accomplish these goals correctly or timely enough. If we fail in our efforts, our products and services may become obsolete or less competitive.

Our dependence on international sales involves significant risk

Sales and services to customers outside the United States accounted for approximately 70%, 58% and 59% of our net revenues for fiscal 2004, 2003 and 2002, respectively. Approximately 69%, 53% and 51% of our net revenues in fiscal 2004, 2003 and 2002, respectively, were generated from business in Southeast Asia. We expect that our non-U.S. sales and services will continue to generate the major part of our future revenues. Testing services in Southeast Asia were performed primarily for American companies, and to a lesser extent German companies, selling products and doing business in those regions.

30

International business operations may be adversely affected by many factors including fluctuations in exchange rates, imposition of government controls, trade restrictions, political, economic and business events and social and cultural differences.

We may incur losses due to foreign currency fluctuations

Significant portions of our revenues are denominated in Singapore and Euro dollars, Malaysian ringgit, Thai baht and other currencies. Consequently, a portion of our costs, revenues and operating margins may be affected by fluctuations in exchange rates, primarily between the U.S. dollar and such foreign currencies. We are also affected by fluctuations in exchange rates if there is a mismatch between our foreign currency denominated assets and liabilities. Foreign currency translation adjustments resulted in an increase of $155 to shareholders’ equity for fiscal 2004, an increase of $18 to shareholders’ equity for fiscal 2003 and an increase of $262 to shareholders’ equity for fiscal 2002.

We try to reduce our risk of foreign currency fluctuations by purchasing certain equipment and supplies in U.S. dollars and seeking payment, when possible, in U.S. dollars. However, we may not be successful in our attempts to mitigate our exposure to exchange rate fluctuations. Those fluctuations could have a material adverse effect on the Company’s financial results.

We do not rely on patents to protect our products or technology

We hold U.S. patents relating to our pressurization humidity testing equipment and certain aspects of our Artic temperature test systems. Additionally, in fiscal 2001, we were granted patents for certain aspects of our new ranges of Artic temperature controlled chucks. However, although we believe our patents are integral to our business, generally we do not rely on patent or trade secret protection for our products or technology. Competitors may develop technologies similar to or more advanced than ours. We cannot assure you that our current or future products will not be copied or will not infringe on the patents of others. Moreover, the cost of litigation of any claim or damages resulting from infringement of patents or other intellectual property could adversely affect our business, financial condition and results of operations.

Intense competition can adversely affect our operating results

The semiconductor equipment and testing industries are intensely competitive. Significant competitive factors include price, technical capabilities, quality, automation, reliability, product availability and customer service. We face competition from established and potential new competitors, many of whom have greater financial, engineering, manufacturing and marketing resources than our resources. New products or testing facilities offered by our competitors could cause a decline in our revenues or a loss of market acceptance of our existing products and services. Increased competitive pressure could also lead to intensified price-based competition. Price-based competition may result in lower prices, adversely affecting our operating results.

Loss, reduction or delay of orders from significant customers could adversely affect our financial condition

The semiconductor manufacturing industry is highly concentrated, with a relatively small number of large manufacturers and assemblers accounting for a substantial portion of our revenues from product sales and testing revenues. Our experience has been that sales to particular customers may fluctuate significantly from quarter to quarter and year to year. In fiscal 2004, 2003, and 2002, sales of equipment and services to our two largest customers accounted for approximately 52%, 49%, and 55%, respectively, of our net revenues. Our ability to maintain close, satisfactory relationships with our customers is essential to our stability and growth. The loss of or reduction or delay in orders from our significant customers, or delays in collecting accounts receivable from our significant customers, could adversely affect our financial condition and results of operations.

There is a limited market for our testing products and services

If testing equipment is purchased by semiconductor manufacturers and assemblers, it may reduce the likelihood that they will make further purchases of such equipment, or use our laboratories for testing services. Although military or other specifications require certain testing to be done by independent laboratories, over time other current customers may have less need for our testing services. We believe that there is a growing trend toward outsourcing of the integrated circuit test process. As a result, we anticipate continued growth in the test laboratory business. However, there is no assurance that this trend will continue. In an attempt to diversify our sales mix, we may seek to develop and introduce new or advanced products, and to acquire other companies in the semiconductor equipment manufacturing business.

Acquisition and integration of new businesses could disrupt our ongoing business, distract management and employees, increase our expenses and adversely affect our business

A portion of any future growth may be accomplished through the acquisition of other entities. The success of those acquisitions will depend, in part, on our ability to integrate the acquired personnel, operations, products, services and technologies into our

31

organization, to retain and motivate key personnel of the acquired entities and to retain the customers of those entities. We may not be able to identify suitable acquisition opportunities, obtain financing on acceptable terms to bring the acquisition to fruition or to integrate such personnel, operations, products or services. The process of identifying and closing acquisition opportunities and integrating acquisitions into our operations may distract our management and employees, disrupt our ongoing business, increase our expenses and materially and adversely affect our operations. We may also be subject to certain other risks if we acquire other entities, such as the assumption of additional liabilities. We may issue additional equity securities or incur debt to pay for future acquisitions.

We do not have contracts with key suppliers

We have no written contracts with any of our suppliers. Our suppliers may terminate their relationships with us at any time without notice. There can be no assurance that we will be able to find satisfactory replacement suppliers or that new suppliers would not be more expensive than the current suppliers if any of our suppliers were to terminate their relationship with us.

We are highly dependent on key personnel

Our success has depended, and, to a large extent will depend, on the continued services of S.W. Yong, our Chief Executive Officer and President, Victor H. M. Ting, our Vice President and Chief Financial Officer, our other key senior executives and engineering, marketing, sales, productions and other personnel. We do not have an employment agreement with Mr. Yong or Mr. Ting, but we are the beneficiary of “key man” life insurance in the amount of $6 million on Mr. Yong and $2 million on Mr. Ting. The loss of these key personnel, who would be difficult to replace, could harm our business and operating results. Competition for management in our industry is intense and we may be unsuccessful in attracting and retaining the executive management and other key personnel that we require.

Our management has significant influence over corporate decisions

Currently our officers and directors and their affiliates beneficially own approximately 32.8% of the outstanding shares of common stock, including options held by them that are exercisable within 60 days of the date of filing of this 10-K. As a result, they may be able to significantly influence matters requiring approval of the shareholders, including the election of directors, and may be able to delay or prevent a change in control of the Company.

We have not paid cash dividends

We have never paid any cash dividends on our common stock. We anticipate that the future earnings, if any, will be retained for use in the business or for other corporate purposes. We do not expect to pay cash dividends on our common stock in the future. Additionally, California law prohibits the payment of dividends if the Company does not have sufficient retained earnings or cannot meet certain asset to liability ratios. Thus, there is no assurance that the Company would be permitted to pay dividends in the future.

Possible dilutive effect of outstanding options

As of June 30, 2004, there were 345,500 shares of common stock reserved for issuance upon exercise of outstanding stock options. The outstanding options are currently exercisable at exercise prices ranging from $2.25 to $6.00 per share. We anticipate that the trading price of our common stock at the time of exercise of any such outstanding options will exceed the exercise price under those options. Thus such exercise will have a dilutive effect on our shareholders.

The market price for our common stock is subject to fluctuation

The trading price of our common stock has from time to time fluctuated widely. The trading price may similarly fluctuate in the future in response to quarter-to-quarter variations in our operating results, announcements of innovations or new products by us or our competitors, general conditions in the semiconductor industry and other events or factors. In addition, in recent years, broad stock market indices in general, and the securities of technology companies in particular, have experienced substantial price fluctuations on a daily basis. Fluctuations in the trading price of our common stock may adversely affect our liquidity.

ITEM 7A – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk. We do not use derivative financial instruments in our investment portfolio. Our investment portfolio is generally comprised of cash deposits. Our policy is to place these investments in instruments that meet high credit quality standards. These securities are subject to interest rate risk, and could decline in value if interest rates fluctuate and thus subject us to market risk due to those fluctuations. Due to the short duration and conservative nature of our investment portfolio, we do not

32

expect any material loss with respect to our investment portfolio, though no assurances can be given that material losses will not occur.

The outstanding aggregate principal balance on loans to us and on our lines of credit range from 4.50% to 7.25% per annum. As of June 30, 2004, the outstanding principal balance on these loans was approximately $1,235. These interest rates are subject to change and we cannot predict an increase or decrease in rates, if any.

															There-				Fair
Period ending June 30,	2005			2006			2007			2008			2009		after		Total		Value
Loans:
denominated by Singapore Dollars	$	145															$	145	$	145
Interest rate (varaible)		7.25	%
denominated by Singapore Dollars	$	195		$	195		$	65									$	455	$	455
Interest rate (fixed)		6.25	%		6.25	%		6.25	%
denominated by Singapore Dollars	$	58		$	61		$	21									$	140	$	140
Interest rate (fixed)		5.59	%		5.59	%		5.59	%
denominated by Thailand Baht	$	59		$	59		$	59		$	30						$	207	$	207
Interest rate (variable)		4.50	%		4.50	%		4.50	%		4.50	%
denominated Irish Pound	$	32		$	28		$	28									$	88	$	88
Interest rate (variable)		5.59	%		5.59	%		5.59	%
denominated Irish Pound	$	17		$	16		$	17		$	4						$	54	$	54
Interest rate (variable)		5.11	%		5.11	%		5.11	%		5.11	%
Line of credit:
denominated by Singapore Dollars	$	146															$	146	$	146
Interest rate (variable)
Total	$	652		$	359		$	190		$	34		$	—	$	—	$	1,235	$	1,235

Foreign Currency Exchange Rate Risk. Although the majority of our sales, cost of manufacturing and marketing are transacted in U.S. dollars, significant portions of our revenues are denominated in Singapore and Euro dollars, Malaysian ringgit, Thai Baht and other currencies. Consequently, a portion of our costs, revenues and operating margins may be affected by fluctuations in exchange rates, primarily between the U.S. dollar and such foreign currencies. We are also affected by fluctuations in exchange rates if there is a mismatch between our foreign currency denominated assets and liabilities. Foreign currency translation adjustments resulted in an increase of $155 to shareholders’ equity for fiscal 2004, an increase of $18 to shareholders’ equity for fiscal 2003 and an increase of $262 to shareholders’ equity for fiscal 2002.

We try to reduce our risk of foreign currency fluctuations by purchasing certain equipment and supplies in U.S. dollars and seeking payment, when possible, in U.S. dollars. However, we may not be successful in our attempts to mitigate our exposure to exchange rate fluctuations. Those fluctuations could have a material adverse effect on the Company’s financial results.

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information called for by this item is included in the Company’s consolidated financial statements beginning on page 42 of this Annual Report on Form 10-K.

ITEM 9 – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None

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ITEM 9A – CONTROLS AND PROCEDURES

An evaluation was carried out by the Company’s Chief Executive Officer and Chief Financial Officer of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of June 30, 2004, the end of the period covered by this Form 10-K. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective. During the period covered by this report, there have been no changes in the Company’s internal control over financial reporting that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

ITEM 9B – OTHER INFORMATION

Not applicable

PART III

The information required by Items 10 through 14 of Part III of this Form 10-K (information regarding our directors and executive officers, executive compensation, security ownership of certain beneficial owners, management, related stockholder matters, and certain relationships and related transactions and principal accountant fees and services, respectively) is hereby incorporated by reference from the Company’s Proxy Statement to be filed with the Securities and Exchange Commission within 120 days after the end of fiscal 2004.

PART IV

ITEM 15 – EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) (1 and 2)	FINANCIAL STATEMENTS AND SCHEDULES:
	The following financial statements, including notes thereto and the independent auditors’ report with respect thereto, are filed as part of this Annual Report on Form 10-K, starting on page 42 hereof:
	1.    Report of Independent Public Registered Accounting Firm
	2.    Consolidated Balance Sheets
	3.    Consolidated Statements of Income and Comprehensive (Loss) Income
	4.    Consolidated Statements of Shareholders’ Equity
	5.    Consolidated Statements of Cash Flows
	6.    Notes to Consolidated Financial Statements
(b)	REPORTS ON FORM 8-K:
	The Registrant filed the following reports on Form 8-K with the Securities and Exchange Commission during the last quarter of the fiscal year ended June 30, 2004:
	Form 8-K, filed April 7, 2004 (with a date of earliest event reported of March 29, 2004) reporting under Item 5.
(c)	EXHIBITS:

Number	Description
3.1	Articles of Incorporation, as currently in effect. [Incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for June 30, 1988.]
3.2	Bylaws, as currently in effect. [Incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K for June 30, 1988.]
10.1	Credit Facility Letter dated January 4, 2001, between Trio-Tech International Pte. Ltd. and Standard Chartered Bank. [Incorporated by reference to Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K for June 30, 2001.]
10.2	1998 Stock Option Plan. [Incorporated by reference to Exhibit 1 to the Company’s proxy statement filed under regulation 14A on October 27, 1997]. **

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Number	Description
10.3	Directors Stock Option Plan. [Incorporated by reference to Exhibit 2 to the Company’s proxy statement filed under regulation 14A on October 27, 1997]. **
10.4	Real Estate Lease dated February 1, 1999 between Martinvale Development Company and Universal Systems. [Incorporated by reference to Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K for June 30, 1999.]
10.5	Real Estate Lease dated February 16, 2001 between JTC Corporation and Trio-Tech International Pte. Ltd. for Block 1004 Toa Payoh North #07-01/07 and #03-01/03. [Incorporated by reference to Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K for June 30, 2001.]
10.6	Real Estate Lease dated May 13, 1999 between JTC Corporation and Trio-Tech International Pte. Ltd. for Block 1004 Toa Payoh North #03-16/17. [Incorporated by reference to Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K for June 30, 2001.]
10.7	Real Estate Lease dated October 13, 1999 between JTC Corporation and Trio-Tech International Pte. Ltd. for Block 1004 Toa Payoh North #01-08/15. [Incorporated by reference to Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K for June 30, 2001.]
10.8	Real Estate Lease dated December 7, 2000 between JTC Corporation and Trio-Tech International Pte. Ltd. for Block 1004 Toa Payoh North #01-16/7. [Incorporated by reference to Exhibit 10.16 to the Registrant’s Annual Report on Form 10-K for June 30, 2001.]
10.9	Real Estate Lease dated January 3, 2000 between JTC Corporation and Trio-Tech International Pte. Ltd. for Block 1008 Toa Payoh North #03-01/06. [Incorporated by reference to Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K for June 30, 2001.]
10.10	Real Estate Lease dated October 13, 1999 between JTC Corporation and Trio-Tech International Pte. Ltd. for Block 1008 Toa Payoh North #03-09/15 and #03-16/18. [Incorporated by reference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K for June 30, 2001.]
10.11	Real Estate Lease dated May 2, 2000 between JTC Corporation and Trio-Tech International Pte. Ltd. for Block 1008 Toa Payoh North #01-08. [Incorporated by reference to Exhibit 10.19 to the Annual Report on Form 10-K for June 30, 2001.]
10.12	Real Estate Lease dated September 12, 2000 between JTC Corporation and Trio-Tech International Pte. Ltd. for Block 1008 Toa Payoh North #07-17/18. [Incorporated by reference to Exhibit 10.20 to the Registrant’s Annual Report on Form 10-K for June 30, 2001.]
10.13	Real Estate Lease dated October 30, 2000 between JTC Corporation and Trio-Tech International Pte. Ltd. for Block 1008 Toa Payoh North #07-01. [Incorporated by reference to Exhibit 10.21 to the Registrant’s Annual Report on Form 10-K for June 30, 2001.]
10.14	Real Estate Lease dated February 26, 2002 between JTC Corporation and Trio-Tech International Pte. Ltd. for Block 1004 Toa Payoh North #02-11/15. [Incorporated by reference to Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K for June 30, 2002.]
10.15	Real Estate Lease dated June 10, 2002 between JTC Corporation and Trio-Tech International Pte. Ltd. for Block 1004 Toa Payoh North #02-08/10. [Incorporated by reference to Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K for June 30, 2002.]
10.16	Credit Facility Letter dated November 16, 2001 and June 24, 2002, between Trio-Tech International Pte. Ltd. and Standard Chartered Bank. [Incorporated by reference to Exhibit 10.16 to the Registrant’s Annual Report on Form 10-K for June 30, 2002.]
10.17	Credit Facility Letter dated July 24, 2002, between Trio-Tech International Pte. Ltd. and OCBC Bank. [Incorporated by reference to Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K for June 30, 2002.]
10.18	Credit Facility Letter dated May 21, 2002, between Trio-Tech (M) Sdn Bhd and HSBC Bank Malaysia Berhad. [Incorporated by reference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K for June 30, 2002.]

35

Number	Description
10.19	Credit Facility Letter dated January 22, 2002, between Trio-Tech (KL) Sdn Bhd and Public Bank Berhad. [Incorporated by reference to Exhibit 10.19 to the Registrant’s Annual Report on Form 10-K for June 30, 2002.]
10.20	Real Estate Lease dated November 8, 2001 between Elbar Investments, L.P. and Trio-Tech International for 14731 Califa Street, Van Nuys. [Incorporated by reference to Exhibit 23.1 to the Registrant’s Annual Report on Form 10-K for June 30, 2002.]
10.21	Amendment to the Directors Stock Option Plan [Incorporated by reference to Exhibit 10.21 to the Registrant’s Annual Report on Form 10-K for June 30, 2002.] **
10.22	Credit Facility Letter dated January 28, 2003, between Trio-Tech (M) Sdn Bhd and HSBC Bank Malaysia Berhad [Incorporated by reference to Exhibit 10.22 to the Registrant’s Annual Report on Form 10-K for June 30, 2003.]
10.23	Credit Facility Letter dated September 20, 2002, between KTS Incorporated and Bank of America. [Incorporated by reference to Exhibit 10.23 to the Registrant’s Annual Report on Form 10-K for June 30, 2003.]
10.24	Real Estate Lease dated January 12, 2001 between JTC Corporation and Trio-Tech International Pte. Ltd. for Toa Payoh North #01-S3/S4. [Incorporated by reference to Exhibit 10.24 to the Registrant’s Annual Report on Form 10-K for June 30, 2003.]
10.25	Sales and Purchase Agreement, dated March 29, 2004 between TS Matrix BHD and Trio Tech (Malaysia) SDN BHD. [Incorporated by reference to Exhibit 99.1 to the Registrant’s Form 8-K filed on July 15, 2004.]
10.26	Sub-tenancy Agreement, dated July 1, 2004 between TS Matrix BHD and Trio Tech (Malaysia) SDN. BHD. [Incorporated by reference to Exhibit 10.1 to the Registrant’s Amended Form 8-K filed on August 20, 2004.]
10.27	Real Estate Lease dated April 28, 2004 between JTC Corporation and Trio-Tech International Pte. Ltd. for Block 1004 Toa Payoh North #04-14/16 and #04-17. *
10.28	Real Estate Lease dated April 28, 2004 between JTC Corporation and Trio-Tech International Pte. Ltd. for Block 1004 Toa Payoh North #03-08/10. *
10.29	Real Estate Lease dated April 19, 2004 between JTC Corporation and Trio-Tech International Pte. Ltd. for Block 1008 Toa Payoh North #02-17. *
10.30	Real Estate Lease dated May 26, 2004 between JTC Corporation and Trio-Tech International Pte. Ltd. for Block 1008 Toa Payoh North #02-15/16. *
10.31	Credit Facility Letter dated July 7, 2003, between Trio-Tech International Pte. Ltd, and Hong Leong Finance Limited.*
10.32	Credit Facility Letter dated October 2, 2003, between Trio-Tech Bangkok and Kasikornbank Public Company Limited.*
10.33	Credit Facility Letter dated October 7, 2003, between Trio-Tech International Pte. Ltd, and DBS Bank Ltd.*
10.34	Credit Facility Letter dated August 11, 2003 between Trio-Tech International Pte. Ltd. and Standard Chartered Bank.*
21.1	Subsidiaries of the Registrant (100% owned by the Registrant except as otherwise stated):
	Trio-Tech International Pte. Ltd., a Singapore Corporation
	Trio-Tech Test Services Pte. Ltd., a Singapore Corporation, was renamed Universal (Far East) Pte. Ltd.
	Trio-Tech Reliability Services, a California Corporation
	Express Test Corporation, A California Corporation
	European Electronic Test Center. Ltd. A Cayman Islands Corporation

36

Number	Description
	Trio-Tech Malaysia, a Malaysia Corporation (55% owned by the Registrant)
	Trio-Tech Kuala Lumpur, a Malaysia Corporation (100% owned by Trio-Tech Malaysia)
	Trio-Tech Bangkok, a Thailand Corporation
	Trio-Tech Thailand, a Thailand Corporation
	Prestal Enterprise Sdn. Bhd., a Malaysia Corporation (76% owned by the Registrant)
	KTS Incorporated, dba Universal Systems, a California Corporation
	Trio-Tech (Suzhou) Co. Ltd., a China Corporation
23.1	Consent of Independent Registered Public Accounting Firm
31.1	Rule 13a-14(a) Certification of Principal Executive Officer of Registrant*
31.2	Rule 13a-14(a) Certification of Principal Financial Officer of Registrant*
32	Section 1350 Certification. *

* Filed electronically herewith

** Indicates management contracts or compensatory plans or arrangements required to be filed as an exhibit to this report.

37

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TRIO-TECH INTERNATIONAL

By:	/s/ Victor H.M. Ting
	VICTOR H.M. TING
	Vice President and
	Chief Financial Officer
	Date: September 22, 2004

Pursuant to the requirement of the Securities Exchange Act of 1934, the following persons on behalf of the Registrant and in the capacities and as of the dates indicated have signed this report below.

/s/ A. Charles Wilson	September 22, 2004
A. Charles Wilson, Director
Chairman of the Board
/s/ S. W. Yong	September 22 2004
S. W. Yong, Director
President, Chief Executive Officer
(Principal Executive Officer)
/s/ Victor H.M. Ting	September 22, 2004
Victor H.M. Ting
Vice President, Chief Financial Officer
(Principal Financial Officer)
/s/ Jason T. Adelman	September 22, 2004
Jason T. Adelman, Director
/s/ Richard M. Horowitz	September 22, 2004
Richard M. Horowitz, Director

38

Exhibit 31.1

CERTIFICATIONS

I, S. W. Yong, certify that:

1. I have reviewed this Annual Report on Form 10-K of Trio-Tech International, a California corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     (b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     (c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

     (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 22, 2004

/s/ S. W. YONG

S. W. Yong, Chief Executive

Officer and President (Principal Executive Officer)

39

Exhibit 31.2

I, Victor H.M. Ting, certify that:

1. I have reviewed this Annual Report on Form 10-K of Trio-Tech International, a California corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     (b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     (c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

     (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 22, 2004

/s/ VICTOR H.M. TING

Victor H.M. Ting, Chief Financial Officer

and Vice President (Principal Financial Officer)

40

Exhibit 32

SECTION 1350 CERTIFICATION

Each of the undersigned, S.W. Yong, President and Chief Executive Officer of Trio-Tech International, a California corporation (the “Company”), and Victor H.M. Ting, Vice President and Chief Financial Officer of the Company, do hereby certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge (1) the annual report on Form 10-K of the Company for the year ended June 30, 2004, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ S. W. YONG

Name: S. W. Yong

Title: President and Chief Executive Officer

Date: September 22, 2004

/s/ VICTOR H. M. TING

Name: Victor H.M. Ting

Title: Vice President and Chief Financial Officer

Date: September 22, 2004

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

41

REPORT OF INDEPENDENT PUBLIC REGISTERED ACCOUNTING FIRM

Board of Directors
Trio-Tech International
Van Nuys, California:

We have audited the accompanying consolidated balance sheets of Trio-Tech International and subsidiaries (the “Company”) as of June 30, 2004 and 2003, and the related consolidated statements of operations and comprehensive income (loss), shareholders’ equity, and cash flows for the three years ended June 30, 2004. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Trio-Tech International and subsidiaries as of June 30, 2004 and 2003, and the results of their operations and their cash flows for each of the three years in the period ended June 30, 2004 in conformity with accounting principles generally accepted in the United States of America.

BDO International

/s/ BDO International

Singapore

September 14, 2004

42

TRIO-TECH INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT NUMBER OF SHARES)

			June 30,			June 30,
	Note		2004			2003
ASSETS
CURRENT ASSETS:
Cash		2	$	1,357		$	1,495
Short-term deposits		2		5,649			4,308
Investments in marketable securities		2		—			485
Trade accounts receivable, less allowance for doubtful accounts of $165 and $157		2		3,695			3,643
Other receivables				583			373
Inventories, less provision for obsolete inventory of $445 and $735		3		1,409			1,049
Prepaid expenses and other current assets				105			140
Total current assets				12,798			11,493
PROPERTY, PLANT AND EQUIPMENT, Net		4		5,202			5,210
OTHER ASSETS, Net				—			8
TOTAL ASSETS			$	18,000		$	16,711
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Lines of credit		5	$	146		$	300
Accounts payable				2,316			1,080
Accrued expenses		6		2,166			2,096
Income taxes payable		9		49			56
Current portion of notes payable		8		506			632
Current portion of capitalized leases		10		246			302
Total current liabilities				5,429			4,466
NOTES PAYABLE, net of current portion		8		583			492
CAPITALIZED LEASES, net of current portion		10		210			344
DEFERRED INCOME TAXES		9		644			711
TOTAL LIABILITIES				6,866			6,013
COMMITMENTS AND CONTINGENCIES		10		—			—
MINORITY INTEREST				2,110			2,108
SHAREHOLDERS’ EQUITY:
Common stock; no par value, 15,000,000 shares authorized; 2,964,562 and 2,927,542 shares issued and outstanding		11		9,527			9,423
Paid-in capital		11		284			284
Accumulated deficit		11		(519	)		(739	)
Accumulated other comprehensive income-unrealized gain		11		—			45
Accumulated other comprehensive loss-translation adjustments		11		(268	)		(423	)
Total shareholders’ equity				9,024			8,590
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY			$	18,000		$	16,711

See notes to consolidated financial statements.

43

TRIO-TECH INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(IN THOUSANDS, EXCEPT EARNINGS (LOSS) PER SHARE)

			Years Ended
			June 30,			June 30,			June 30,
	Note		2004			2003			2002
NET SALES
- PRODUCT SALES			$	10,246		$	11,741		$	10,675
- SERVICES				8,908			9,505			8,942
				19,154			21,246			19,617
COST OF SALES
- COST OF GOODS SOLD				8,145			10,395			10,421
- COSTS OF SERVICE RENDERED				6,309			5,850			5,505
				14,454			16,245			15,926
GROSS PROFIT				4,700			5,001			3,691
OPERATING EXPENSES:
General and administrative				3,769			3,992			4,141
Selling				875			702			1,200
Research and development				117			121			331
Impairment Loss				4			358			1,631
(Gain) loss on disposal of property, plant & equipment				(101	)		115			(33	)
Total				4,664			5,288			7,270
INCOME (LOSS) FROM OPERATIONS				36			(287	)		(3,579	)
OTHER INCOME (EXPENSE)
Interest expense				(120	)		(185	)		(207	)
Other income		14		372			347			306
Total				252			162			99
INCOME (LOSS) BEFORE INCOME TAXES AND MINORITY INTEREST				288			(125	)		(3,480	)
INCOME TAXES		9		13			94			53
INCOME (LOSS) BEFORE MINORITY INTEREST				275			(219	)		(3,533	)
MINORITY INTEREST				(55	)		138			(14	)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHARES				220			(81	)		(3,547	)
OTHER COMPREHENSIVE (LOSS) INCOME :
Unrealized (gain) loss on investment				(45	)		21			24
Foreign currency translation adjustment				155			18			262
COMPREHENSIVE INCOME (LOSS)			$	330		$	(42	)	$	(3,261	)
EARNINGS (LOSS) PER SHARE:
Basic			$	0.07		$	(0.03	)	$	(1.21	)
Diluted			$	0.07		$	(0.03	)	$	(1.21	)
WEIGHTED AVERAGE NUMBER OF COMMON AND POTENTIAL COMMON SHARES OUTSTANDING
Basic				2,939			2,928			2,928
Diluted				3,000			2,928			2,928

See notes to consolidated financial statements.

44

TRIO-TECH INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (IN THOUSANDS)

										Accum- ulated
	Common Stock				Additional		Retained Earnings/			Other Compre-
	Number of				Paid-in		Accumulated			hensive
	Shares		Amount		Capital		Deficit			(Loss)			Total
Balance, June 30, 2001		2,927	$	9,423	$	0	$	2,889		$	(703	)	$	11,609
Stock compensation due to issuance of options						24								24
Other						246								246
Net loss								(3,547	)					(3,547	)
Unrealized gain in marketable securities (net of tax)											24			24
Translation adjustment											262			262
Balance, June 30, 2002		2,927		9,423		270		(658	)		(417	)		8,618
Stock compensation due to issuance of options						14								14
Net loss								(81	)					(81	)
Unrealized gain in marketable securities (net of tax)											21			21
Translation adjustment											18			18
Balance, June 30, 2003		2,927		9,423		284		(739	)		(378	)		8,590
Cash received from stock options exercised		37		104										104
Net Income								220						220
Unrealized loss in marketable securities (net of tax)											(45	)		(45	)
Translation adjustment											155			155
Balance, June 30, 2004		2,964	$	9,527	$	284	$	(519	)	$	(268	)		9,024

See notes to consolidated financial statements.

45

TRIO-TECH INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOW (IN THOUSANDS)

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

	Years Ended
	June 30,			June 30,			June 30,
	2004			2003			2002
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	220		$	(81	)	$	(3,547	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		1,145			1,271			1,705
Bad debt expense (recovery), net		14			(17	)		41
Inventory provision		—			19			511
Impairment loss		4			358			1,631
Stock Compensation		—			14			24
(Gain) Loss on sale of property and equipment		(101	)		115			(33	)
(Gain) Loss on disposal of marketable securities		(115	)		(49	)		1
Deferred income taxes		(67	)		42			20
Minority interest, net		55			(138	)		14
Changes in operating assets and liabilities:
Accounts receivable, net		(66	)		522			300
Other receivables		(206	)		(175	)		(310	)
Inventories		(360	)		(36	)		409
Prepaid expenses and other current assets		35			(12	)		(25	)
Accounts payable and accrued expenses		1,305			(856	)		(2,396	)
Income taxes payable		(7	)		(50	)		(62	)
Net cash provided by (used in) operating activities		1,856			927			(1,717	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Short term deposits		(1,341	)		1,719			1,666
Capital expenditures		(1,040	)		(570	)		(448	)
Purchase of marketable securities		(4	)		(537	)		(676	)
Other assets		8			69			80
Proceeds from disposal of marketable securites		555			665			556
Proceeds from sale of property and equipment		241			—			63
Net cash (used in) provided by investing activities		(1,581	)		1,346			1,241
CASH FLOWS FROM FINANCING ACTIVITIES:
Net payments and borrowings on lines of credit		(155	)		(932	)		1,205
Principal payments of debt and capitalized leases		(1,359	)		(1,284	)		(1,181	)
Proceeds from long-term debt		999			535			72
Dividends paid to minority interest		(53	)		(70	)		(4	)
Cash received from stock options exercised		104			—			—
Net cash (used in) provided by financing activities		(464	)		(1,751	)		92
EFFECT OF EXCHANGE RATE CHANGES ON CASH		51			(34	)		242
NET (DECREASE)/INCREASE IN CASH		(138	)		488			(142	)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR		1,495			1,007			1,149
CASH AND CASH EQUIVALENTS, END OF YEAR	$	1,357		$	1,495		$	1,007
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the year for:
Interest	$	120		$	182		$	200
Income taxes	$	91		$	102		$	95
NON-CASH INVESTING AND FINANCING ACTIVITIES
- Acquisition of property, plant and equipment under capital finance lease	$	135		$	363		$	276
- Capitalization of property, plant and equipment paid in advance	$	—		$	329		$	—

See notes to consolidated financial statements.

46

TRIO-TECH INTERNATIONAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2004, 2003 AND 2002 (IN THOUSANDS, EXCEPT PER SHARE AND
NUMBER OF SHARES)

1. ORGANIZATION AND BASIS OF PRESENTATION

Trio-Tech International (“the Company” or “TTI” thereafter) was incorporated in fiscal 1958 under the laws of the State of California. TTI provides third-party semiconductor testing and burn-in services primarily through its laboratories in Southeast Asia. In addition, TTI operates test facilities in the United States and Europe. The Company also designs, develops, manufactures and markets a broad range of equipment and systems used in the manufacture and testing of semiconductor devices and electronic components. TTI conducts business in three business segments: Testing Services, Manufacturing and Distribution. TTI has subsidiaries in the U.S., Singapore, Malaysia, Thailand, and Ireland as follows:

	Ownership			Location
Express Test Corporation		100	%	Van Nuys, California
Trio-Tech Reliability Services		100	%	Van Nuys, California
KTS Incorporated, dba Universal Systems		100	%	San Jose, California
European Electronic Test Centre.		100	%	Dublin, Ireland
Trio-Tech International Pte. Ltd.		100	%	Singapore
Trio-Tech Test Services Pte. Ltd.		100	%	Singapore
(renamed as Universal (Far East) Pte. Ltd.)
Trio-Tech Thailand		100	%	Bangkok, Thailand
Trio-Tech Bangkok		100	%	Bangkok, Thailand
Trio-Tech Malaysia		55	%	Penang, Malaysia
Trio-Tech Kuala Lumpur – 100% owned by Trio-Tech Malaysia		55	%	Selangor, Malaysia
Prestal Enterprise Sdn. Bhd.		76	%	Selangor, Malaysia
Trio-Tech (Suzhou) Co. Ltd.		100	%	Suzhou, China

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation — The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, which include the accounts of the Company and its subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation. The consolidated financial statements are presented in U.S. dollars.

Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Among the more significant estimates included in these financial statements are the estimated accounts receivable allowance for doubtful accounts, reserve for obsolete inventory, and the deferred income tax asset allowance. Actual results could materially differ from those estimates.

Accounting Period — The Company’s fiscal reporting period coincides with the 52-53 week period ending on the last Friday in June. Fiscal 2004, 2003 and 2002 are 52-week reporting periods, respectively. For simplicity purposes the Company refers to its fiscal year end as June 30.

Revenue Recognition — Revenues generated from sales of products in the Manufacturing and Distribution segments are recognized when persuasive evidence of an arrangement exists, delivery of the products has occurred, customer acceptance has been obtained, which means the significant risks and rewards of the ownership have been transferred to the customer, the price is fixed or determinable and collectibility is reasonably assured. Certain products sold (in the Manufacturing segment) require installation and training to be performed.

Revenue from product sales is also recorded in accordance with the provisions of Emerging Issues Task Force (EITF) Statement 00-21 “Revenue Arrangements with Multiple Deliverables” and Staff Accounting Bulletin (SAB) 104 “Revenue Recognition in Financial Statements” which generally requires revenue earned on product sales involving multiple-elements to be allocated to

47

each element based on the relative fair values of those elements. Accordingly, the Company allocates revenue to each element in a multiple-element arrangement based on the element’s respective fair value, with the fair value determined by the price charged when that element is sold and specifically defined in a quotation or contract. The Company allocates a portion of the invoice value to products sold and the remaining portion of invoice value to installation work in proportion of the fair value of products sold and installation work to be performed. Training elements are valued based on hourly rates, which the Company charges for these services when sold apart from product sales. The fair value determination of products sold and the installation and training work is also based on our specific historical experience of the relative fair values of the elements if there is no easily determinable market price to be considered. In fiscal 2004 and 2003, the installation revenues generated in connection with product sales were immaterial and included in the product sales revenue line on the consolidated statement of income. The Company estimates an allowance for sales returns based on historical experience with product returns. Revenue derived from testing service is recognized when testing services are rendered.

Accounts Receivable and Allowance for Doubtful Accounts — During the normal course of business, the Company extends unsecured credit to its customers. Typically credit terms require payment to be made between 30 to 60 days of the sale. We do not require collateral from its customers. The Company maintains its cash accounts at credit worthy financial institutions.

The Company regularly evaluates and monitors the creditworthiness of each customer on a case-by-case basis. The Company includes any account balances that are determined to be uncollectible, along with a general reserve, in the overall allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Based on the information available to management, the Company believed that its allowance for doubtful accounts was adequate as of June 30, 2004.

Warranty Costs — The Company provides for the estimated costs that may be incurred under its warranty program at the time the sale is recorded. The Company estimates the warranty costs based on the historical rates of warranty returns. The Company periodically assesses the adequacy of its recorded warranty liability and adjusts the amounts as necessary. See Note 7 for the change in the accrued warranty costs.

Short Term Deposits — Short Term deposits consist of bank balances and interest bearing deposits having maturity of 1 to 12 months. As of June 30, 2004, approximately $2,011 of short-term deposits are held in the Company’s 55% owned Malaysian subsidiary. $1,742 of this amount is denominated in the currency of Malaysia. Out of the $1,742, $147 is currently available for movement to overseas, as authorized by the Central Bank of Malaysia. There are additional amounts available as dividends (after making deductions for income tax) pursuant to Malaysian regulations.

As of June 30, 2003, approximately $806 of short-term deposits were held in the Company’s 55% owned Malaysian subsidiary. Five hundred and thirty five dollars of this amount was denominated in the currency of Malaysia. Out of the $535, $168 was then available for movement to overseas, as authorized by the Central Bank of Malaysia. There are additional amounts available as dividends (after making deductions for income tax) pursuant to Malaysian regulations in force from July 1, 2000.

Investments in Marketable Securities — Investments in marketable securities are accounted for under the Statement of Financial Accounting Standards (SFAS) No. 115. Marketable equity securities are classified as available-for-sale. Available-for-sale securities are carried at fair value, with the unrealized gains and losses, net of tax, reported in a separate component of shareholders’ equity. Realized gains and losses and declines in value judged to be other than temporary on available-for-sale securities are included in investment income. The Company recognized comprehensive loss (net of tax) of $45 during the fiscal year ended June 30, 2004 and comprehensive income (net of tax) of $21 and $24, during the fiscal years ended June 30, 2003 and June 30, 2002, respectively, based on its proportionate interest in the subsidiary where the marketable securities are recorded.

Inventories — Inventories consist principally of raw materials, work in progress, and finished goods and are stated at the lower of cost, using the first-in, first-out (FIFO) method, or market value.

Property, Plant and Equipment — Property, plant and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is provided for over the estimated useful lives of the assets, using the straight-line method. Amortization of leasehold improvements is provided for over the term of the leases or the estimated useful lives of the assets, whichever is the shorter, using the straight-line method. Capital grants from the Industrial Development Authority in Ireland are accounted for when claimed by reducing the cost of the related assets. The grants are amortized over the depreciable lives of those assets. The Company reviews the carrying value of its fixed assets for possible impairment annually and whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. Impairment losses are charged to operations when recognized. During fiscal 2003 and 2004, the Company recorded an impairment loss against the carrying value of fixed assets in the amount of $358 and $4 respectively.

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Maintenance, repairs and minor renewals are charged directly to expense as incurred. Additions and betterments to property and equipment are capitalized. When assets are disposed of, the related cost and accumulated depreciation thereon are removed from the accounts and any resulting gain or loss is included in the statement of operations.

Impairment of Long-Lived Assets — Effective July 1, 2002, the Company applies the provisions of Statement of Financial Accounting Standard No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS No. 144”) to property, plant and equipment, and intangible assets such as patents. SFAS No. 144 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value will be recognized for the amount by which the carrying value exceeds the fair value.

In the fiscal year ended June 30, 2003, the Company recorded an impairment loss of approximately $358 based on its examination of future undiscounted cash flows, which are generated by the subsidiaries where certain long-lived assets (goodwill, patent, and certain fixed assets) were used. The impairment of $358 consisted of machinery and equipment, furniture and fixtures, and leasehold improvements (pertaining to the Malaysia and Singapore Testing operations) due to changes in demand for certain burn-in services which in turn made certain of our existing burn-in facilities obsolete. There was an impairment loss of Long-Lived Assets of approximately $4 pertaining to the Thailand operation in the fiscal year ended June 30, 2004.

Comprehensive Income (Loss) — The Company adopted Statement of Financial Accounting Standard No. 130, “Reporting Comprehensive Income,” (“SFAS No. 130”) issued by the FASB. SFAS No. 130 establishes standards for reporting and presentation of comprehensive income (loss) and its components in a full set of general-purpose financial statements. The Company has chosen to report comprehensive income (loss) in the statements of operations and comprehensive income (loss). Comprehensive income (loss) is comprised of net income (loss) and all changes to shareholders’ equity except those due to investments by owners and distributions to owners.

Foreign Currency Translation and Transactions — The financial position and results of operations of certain of the Company’s subsidiaries are measured using currencies, namely, Singapore Dollar, Malaysia Ringgit, Thai Baht and Euro Dollar, other than the U.S. Dollar as their functional currency. They represent an increase or decrease in (a) the actual functional current cash flows realized upon settlement of foreign currency transactions and (b) the expected functional currency cash flows on unsettled foreign currency transactions. All transaction gains and losses are included in other income or expense. Accordingly, for these subsidiaries all assets and liabilities are translated into U.S. dollars at the current exchange rates as of the respective balance sheet date. Revenue and expense items are translated at the average exchange rates prevailing during the period. Cumulative gains and losses from the translation of these subsidiaries’ financial statements are reported as a separate component of shareholders’ equity.

Income Taxes — The Company accounts for income taxes using the liability method in accordance with Statement of Financial Accounting Standards No 109, “Accounting for Income Taxes” (“SFAS No. 109”). SFAS No. 109 requires an entity to recognize deferred tax liabilities and assets. Deferred taxes assets and liabilities are recognized for the future tax consequence attributable to the difference between the tax bases of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in future years. Further, the effects of enacted tax laws or rate changes are included as part of deferred tax expenses or benefits in the period that covers the enactment date. A valuation allowance is recognized if it is more likely than not that some portion, or all of, a deferred tax asset will not be realized.

For US income tax purposes, no provision has been made for US taxes on undistributed earnings of oversea subsidiaries, with which the Company intends to continue to reinvest. It is not practicable to estimate the amount of additional tax that might be payable on the foreign earnings if they were remitted as dividends, or lent to the Company, or if the Company should sell its stock in the subsidiary. However, the Company believes that US foreign tax credits and net operating losses available would substantially eliminate any additional tax effects.

Retained earnings — It is the intention of the Company to reinvest earnings of its foreign subsidiaries in the operations of those subsidiaries. Accordingly, no provision has been made for U.S. income and foreign withholding taxes that would result if such earnings were repatriated. These taxes are undeterminable at this time. The amount of earnings retained in subsidiaries was $7,518 at June 30, 2004.

Research and Development Costs — The Company incurred research and development costs of $117 in fiscal 2004, $121 in fiscal 2003 and $331 in fiscal 2002 that were charged to operating expenses as incurred.

Stock Based Compensation — Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (SFAS No. 123), establishes a fair value method of accounting for stock-based compensation plans and for

49

transactions in which a company acquires goods or services from employees and non-employees in exchange for equity instruments. SFAS No. 123 also gives the option, with respect to employees only, to account for stock-based compensation, utilizing the intrinsic method, in accordance with Accounting Principles Board Opinion No. 25 (APB No. 25), “Accounting for Stock issued to Employees”. The Company adopts APB No. 25 and FIN 44 for measurement and recognition of employee stock-based compensation.

The Company has adopted the intrinsic value method of accounting for employee stock options as permitted by Statement of Financial Accounting Standards No. 123, “Accounting for Stock-based Compensation” (SFAS No. 123) and discloses the pro forma effect on net loss and loss per share as if the fair value based method had been applied. For equity instruments, including stock options, issued to non-employees, the fair value of the equity instruments or the fair value of the consideration received, whichever is more readily determinable is used to determine the value of services or goods received and the corresponding charge to operations.

The following table illustrates the effect on net income (loss) and earnings (loss) per share as if the Company had applied the fair value recognition provision of SFAS No. 123 to stock-based employee compensation.

	June 30,			June 30,			June 30,
	2004			2003			2002
Net income (loss) : as reported	$	220		$	(81	)	$	(3,547	)
Add: stock based employee compensation included in reported income		—			14			24
Deduct: total stock based employee compensation expense determined under fair value method for all awards		(42	)		(18	)		(186	)
Pro forma net income (loss)	$	178		$	(85	)	$	(3,709	)
Income (loss) per share - basic
As reported	$	0.07		$	(0.03	)	$	(1.21	)
Pro forma	$	0.06		$	(0.03	)	$	(1.27	)
Income (loss) per share - diluted
As reported	$	0.07		$	(0.03	)	$	(1.21	)
Pro forma	$	0.06		$	(0.03	)	$	(1.27	)

As required by SFAS No. 123, the Company provides the following disclosure of estimated values for these awards. The weighted-average grant-date fair value of options granted during fiscal 2004, 2003, and 2002 was $2.66, $2.25, and $3.20 per share, respectively, and aggregate $42, $18, and $186, respectively, for total options granted by using the Black-Scholes option pricing model with the assumptions listed below:

	Years Ended
	June 30, 2004			June 30, 2003			June 30, 2002
Volatility		41.9	%		37.2	%		45.9	%
Risk free interest rate		2.76	%		2.27 - 2.93	%		2.37 - 3.16	%
Expected life (years)		2.00			2.00			2.17

Earnings per Share — The Company adopted SFAS No. 128, Earnings per Share (“EPS”). Basic Earnings Per Share is computed by dividing net income available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during a period. In computing diluted EPS, the average price for the period is used in determining the number of shares assumed to be purchased from exercise of stock options and warrants.

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Stock options to purchase 345,500 shares at prices ranging from $2.25 to $6.00 per share were outstanding during fiscal 2004. The following options were excluded in the computation of diluted EPS because the exercise price was greater than the average market price of the common shares and therefore were anti-dilutive:

Type	Shares		Price		Expiration
Options		20,000	$	5.63	September 18, 2005
Options		32,000	$	5.37	July 10, 2005
Options		48,000	$	6.00	March 27, 2005

Stock options to purchase 349,500 shares at prices ranging from $2.25 to $6.69 per share were outstanding during fiscal 2003 and were excluded in the computation of diluted EPS because their effect would have been antidilutive.

The following table is a reconciliation of the weighted-average shares used in the computation of basic and diluted EPS for the periods presented herein:

	June 30,		June 30,			June 30,
	2004		2003			2002
Net income (loss) used to compute basic and diluted earnings (loss) per share	$	220	$	(81	)	$	(3,547	)
Weighted average number of common shares outstanding - basic		2,939		2,928			2,928
Dilutive effect of stock options and warrants		61		—			—
Number of shares used to compute earnings per share - diluted		3,000		2,928			2,928

Fair Values of Financial Instruments — The carrying value of trade accounts receivable and accounts payable approximate their fair value due to their short-term maturities. The carrying values of the Company’s lines of credit and long-term debt are considered to approximate their fair value because the interest rates are based on the interest rates that are currently available to the Company for issuance of debt with similar terms and remaining maturities.

Concentration of credit risk — Financial instruments that subject the Company to credit risk consists primarily of accounts receivable. Concentration of credit risk with respect to accounts receivable is generally diversified due to the number of entities composing the Company’s customer base and their geographic dispersion. The Company performs ongoing credit evaluations of its customers for potential credit losses. The Company generally does not require collateral. The Company believes that its credit policies do not result in significant adverse risk and historically it has not experienced significant credit related losses.

The following table represents the changes in the allowance for doubtful accounts:

	Years Ended
	June 30,			June 30,			June 30,
	2004			2003			2002
Beginning	$	157		$	174		$	174
Additions charged to cost and expenses		18			—			66
Recovered		(4	)		(17	)		(25	)
Actual write-offs		(6	)		—			(41	)
Ending	$	165		$	157		$	174

Recently Issued Accounting Pronouncements — In January 2003, the FASB issued Financial Interpretation No. 46 (“FIN 46”), “Consolidation of Variable Interest Entities”. FIN 46, as amended by FIN 46(R), issued in January 2003, requires an investor with a majority of the variable interests in a variable interest entity to consolidate the entity and also requires majority and significant variable interest investors to provide certain disclosures. A variable interest entity is an entity in which the equity

51

investors do not have a controlling financial interest or the equity investment at risk is insufficient to finance the entity’s activities without receiving additional subordinated financial support from other parties. The provisions of FIN 46(R) are applicable for fiscal years ending after December 15, 2004. The Company does not have any variable interest entities that must be consolidated as of June 30, 2004.

Reclassification — Certain reclassifications have been made to the previous year’s financial statements to conform to current year presentation, with no effect on previously reported net income.

3.	INVENTORIES
	Inventories consist of the following:

	June 30,			June 30,
	2004			2003
Raw materials	$	652		$	873
Work in progress		700			166
Finished goods		502			745
Less: provision for obsolete inventory		(445	)		(735	)
	$	1,409		$	1,049

4.	PROPERTY, PLANT AND EQUIPMENT
	Property, plant and equipment consist of the following:

	Useful		June 30,		June 30,
	Life in years		2004		2003
Building and improvements		3-20	$	817	$	843
Leasehold improvements		3-27		2,347		1,895
Machinery and equipment		3-7		4,655		3,461
Furniture and fixtures		3-5		363		350
Equipment under capital leases		3-5		1,279		1,896
				9,461		8,445
Less:
Accumulated depreciation and amortization				3,417		2,453
Accumulated amortization on equipment under capital leases				842		782
			$	5,202	$	5,210

     Depreciation and amortization expense during fiscal year ended June 30, 2004, 2003 and 2002 was $1,145, $1,271 and $1,705, respectively.

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5. LINES OF CREDIT

	June 30,		June 30,
	2004		2003
Revolving line of credit denominated by Singapore dollars payable to a commercial bank for working capital purposes, to borrow up to $2,925 with an interest rate at the bank’s prime rate (5.75% at June 30, 2004) plus 0.25%. The line of credit is renewable in July 2004 and is collateralized by Trio-Tech International Pte. Ltd. accounts receivable	$	146	$	—
Revolving line of credit denominated by United States dollars, payable to a commercial bank for working capital purposes, to borrow up to $300 with an interest rate at bank’s prime rate (4.00% at June 30, 2003) plus 1.75%. The line was cancelled during the year. This line of credit was previously collateralized by Trio-Tech International accounts receivable and inventories.		—		300
Lines of credit	$	146	$	300

     The lines of credit have various financial covenants. The Company was in compliance with all such debt covenants at June 30, 2004.

6.	ACCRUED EXPENSES
	Accrued expenses consist of the following:

	June 30,		June 30,
	2004		2003
Payroll and related	$	954	$	967
Commissions		64		46
Customer Deposits		39		24
Legal and audit		113		109
Sales tax		271		288
Utilities		201		134
Warranty		162		165
Provision for sales volume rebate		3		164
Provision for building sinking fund		34		17
Accrual for construction work performed		—		28
Rental provisions		27		25
Other accrued expenses		298		129
Total	$	2,166	$	2,096

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7. WARRANTY ACCRUAL

	June 30,			June 30,
	2004			2003
Beginning	$	165		$	305
Additions charged to cost and expenses		41			1
Recovered		—			(126	)
Actual write-offs		(44	)		(15	)
Ending	$	162		$	165

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8.	NOTES PAYABLE
	Notes payable consists of the following:

	June 30,			June 30,
	2004			2003
Note payable denominated by Singapore Dollars to a commercial bank for purchasing certain equipment, maturing in September 2003, bearing interest at 6.5% per annum, payable in monthly installments of $48 through September 2003. This note payable was previously collateralized by the relevant equipment.	$	—			210
Note payable denominated by Singapore Dollars to a commercial bank for purchasing certain equipment, maturing in February 2005, bearing interest at the bank’s prime rate (5.75% at June 30, 2004) plus 1.5% per annum, payable in monthly installments of $17 through February 2005, collateralized by the relevant equipment, with a fixed deposit and a corporate guarantee.		145			330
Note payable denominated by Singapore Dollars to a commercial bank for purchasing certain equipment, maturing in October 2005, bearing interest at a fixed rate (5.50% at June 30, 2003) per annum payable in monthly installments of $16 through October 2005. This note payable was cancelled before its maturity and was previously collateralized by majority of the accounts receivable.		—			413
Note payable denominated by Singapore Dollars to a commercial bank for purchasing certain equipment, maturing in October 2006, bearing interest at the bank’s prime rate (5.75% at June 30, 2004) plus 0.5% per annum, payable in monthly installments of $16 thorugh October 2006 with no collateral.		455			—
Note payable denominated by Singapore Dollars to a commercial bank for purchasing certain equipment, maturing in October 2006, bearing interest at the bank’s prime rate (2.95% at June 30, 2004) plus 2.64% per annum, payable in monthly installments of $5 thorugh October 2006, with no collateral.		140			—
Note payable denominated by Thailand Baht to a commercial bank for extension of a building, maturing in September 2005, bearing interest at a fixed rate (4.5% at June 30, 2004), payable in monthly installments of $31 through September 2006, with no collateral.		207			—
Mortgage note payable denominated in Irish Pounds to the Industrial Credit Corporation for purchasing a building, maturing in July 2007, bearing interest at the bank’s prime rate (2.09% and 2.73% at June 30, 2004 and 2003) plus 3.5% per annum, payable in monthly installments of $2 through July 2007, collateralized by the relevant building.		88			107
Mortgage note payable denominated by Irish Pounds to the Industrial Credit Corporation for purchasing a building, maturing in May 2008, bearing interest at the bank’s prime rate (2.11% and 2.54% at June 30, 2004 and 2003) plus 3% per annum, payable in monthly installments. of $1 through May 2008, collateralized by the relevant building.		54			64
		1,089			1,124
Less current portion		(506	)		(632	)
Notes payable	$	583		$	492

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Maturities of notes payable as of June 30, 2004 are as follows:

Year
Ending
June 30,
2005	$	506
2006		359
2007		190
2008		34
2009		—
Thereafter		—
	$	1,089

9.	INCOME TAXES
	The Company generates taxable income and loss in the U.S., Singapore, Thailand, Malaysia, and Ireland, respectively, and files income tax returns in these countries. The summarized income or loss before income taxes in the U.S. and foreign countries for the fiscal years ended June 30, 2004, 2003 and 2002 are as follows:

	June 30,			June 30,			June 30,
	2004			2003			2002
U.S.	$	(87	)	$	(231	)	$	(3,611	)
Foreign		375			106			131
	$	288		$	(125	)	$	(3,480	)

On a consolidated basis, the Company’s net income tax provision (benefits) are as follows:

	June 30,			June 30,		June 30,
	2004			2003		2002
Current:
Federal	$	—		$	—	$	—
State		3			4		3
Foreign		77			48		30
		80			52		33
Deferred:
Foreign		(67	)		42		20
	$	13		$	94	$	53

The reconciliation between the U.S. federal statutory tax rate and the effective income tax rate is as follows:

	June 30,			June 30,			June 30,
	2004			2003			2002
Statutory federal tax rate		34	%		(34	)%		(34	)%
State taxes, net of federal benefit		6			(6	)		(6	)
Foreign tax rate reduction		(37	)		28			13
Other		—			4			2
Changes in valuation allowance		2			83			27
Effective rate		5	%		75	%		2	%

At June 30, 2004, the Company had net operating loss carry forwards of approximately $5.1 million for federal income tax purposes (which will expire through fiscal 2024) and $0.2 million for state income tax purposes (which will expire through fiscal 2009). Management of the Company is uncertain whether it is more likely than not these future benefits will be realized. Accordingly, a full valuation allowance has been established.

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The components of deferred income tax assets (liabilities) are as follows:

	June 30,			June 30,
	2004			2003
Deferred tax assets:
Net operating loss carry forward	$	1,721		$	1,632
Fixed asset impairment		—			—
Inventory valuation		141			254
Depreciation		99			51
Provision for bad debts		8			5
Accrued vacation		10			17
Accrued expenses		40			44
Other		—			1
Total deferred tax assets		2,019			2,004
Deferred tax liabilities:
Depreciation		449			584
Other		195			127
Total deferred income tax liabilities		644			711
Subtotal		1,375			1,293
Valuation allowance		(2,019	)		(2,004	)
Net deferred tax liability	$	(644	)	$	(711	)

The valuation allowance increased by $15, $104 and $935 in fiscal 2004, 2003 and 2002, respectively.

10.

COMMITMENTS AND CONTINGENCIES

The Company leases certain of its facilities and equipment under long-term agreements expiring at various dates through fiscal 2009. Certain of these leases require the Company to pay real estate taxes and insurance and provide for escalation of lease costs based on certain indices. Future minimum payments under capital leases and non-cancelable operating leases as of June 30, 2004 are as follows:

	Capital			Rental
Year ending June 30,	Leases			Commitments
2005	$	266		$	654
2006		125			488
2007		64			230
2008		32			1
2009		8			—
Thereafter		—			—
Total future minimum lease payments		495		$	1,373
Less amount representing interest		(39	)
Present value of net minimum lease payments		456
Less current portion of capitalized lease obligations		(246	)
Long-term obligations under capital leases	$	210

Total rental expense on all operating leases, both cancelable and non-cancelable, amounted to $658 in fiscal 2004, $733 in fiscal 2003 and $705 in fiscal 2002.

The Company is, from time to time, the subject of litigation claims and assessments arising out of matters occurring in its normal business operations. In the opinion of management, resolution of these matters will not have a material adverse effect on the Company’s financial statements.

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11. TRANSACTIONS IN SHAREHOLDERS’ EQUITY

Fiscal 2004

On July 14, 2003, the Board of Directors granted options under the 1998 Plan, covering 61,000 shares of Common Stock to 30 employees and 35,000 shares of Common Stock to 4 directors with an exercise price of $2.66 per share equal to the market price at the grant date. The options granted to directors vested in full on the grant date. The options granted to the employees have a five-year contractual life and vested 25% on the grant date and will vest as to an additional 25% on each anniversary date. According to APB No. 25, no stock compensation was recognized for these 96,000 options. On the measurement date, there was no intrinsic value on these options. Therefore, no stock compensation expense was recognized for this transaction during fiscal 2004.

Option holders under the Directors Plan exercised options covering 5,000 shares of the Company’s Common Stock with an exercise price of $2.72 per share. Consequently, the Company issued 5,000 shares of Common Stock in exchange for aggregate proceeds of $14.

Option holders under the Directors Plan exercised options covering 25,000 shares of the Company’s Common Stock with an exercise price of $2.82 per share. Consequently, the Company issued 25,000 shares of Common Stock in exchange for aggregate proceeds of $70.

Option holders under the 1998 Plan exercised options covering 2,000 shares of the Company’s Common Stock with an exercise price of $3.20 per share and options covering 5,000 shares at exercise price of $2.66 per share. Consequently, the Company issued 7,000 shares of Common Stock in exchange for aggregate proceeds of $20.

Fiscal 2003

On July 16, 2002, the Board of Directors granted options under the 1998 Plan covering 35,000 shares of Common Stock to 5 directors with an exercise price lower than the market price at the grant date. These options granted have a five-year contractual life and vested immediately. The Company recognized the stock compensation expense of $14 according to APB No. 25 on June 30, 2003.

No options were exercised in fiscal 2003.

Based on variable accounting method, the Company determined that no additional stock compensation expense was recognized in fiscal 2003 for the repricing transactions related to 45,000 options, which occurred in fiscal 2000.

Fiscal 2002

On October 16, 2001, the Board of Directors granted options under the 1998 Plan, covering 116,000 shares of Common Stock to 55 employees and 50,000 shares of Common Stock to 5 directors with an exercise price of $2.72 per share equal to the market price at the grant date. The options granted to directors vested in full on the grant date. The options granted to the employees have a five-year contractual life and vested 25% on the grant date and then 25% on each anniversary date. Consequently, the Company recognized the stock compensation expense of $24 according to APB No. 25 in fiscal 2002.

Based on variable accounting method, the Company determined that no additional stock compensation expense was recognized in fiscal 2002 for the repricing transactions related to 45,000 options, which occurred in fiscal 2000.

On December 8, 1997, the Company’s shareholders approved the Company’s 1998 Stock Option Plan (the “1998 Plan”) under which employees, officers, directors and consultants receive options to purchase the Company’s Common Stock at a price that is not less than 100 percent of the fair market value at the date of grant. Options under the 1998 Plan have a five-year contractual life and vest at the rate of 25% at the grant date and 25% at each anniversary after the granting date. There are 300,000 shares authorized for grant under the 1998 Plan, and options to acquire 213,500 shares were outstanding as of June 30, 2004.

On December 8, 1997, the Company’s shareholders approved the Directors Stock Option Plan (the “Directors Plan” under which duly elected non-employee Directors and the President (if he or she is a director of the Company) of the Company (currently four individuals) receive options to purchase the Company’s Common Stock at a price of 100% of the fair market value of the underlying shares on the date of grant. Each option granted under Plan shall have a five-year contractual life and be exercisable immediately commencing as of the date of grant. There are 300,000 shares authorized for grant under the Directors Plan and options to acquire 132,000 shares were outstanding as of June 30, 2004.

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The following tables summarize the stock option and warrant activities for the three years ended June 30, 2002, 2003, 2004:

						Number		Weighted
	Number			Weighted		of		Average
	of			Average		Options		Exercise
Outstanding Options	Options			Price		Exercisable		Price
Beginning outstanding options at June 30, 2001		408,000		$	4.92
Granted		166,000			3.05
Exercised		—
Canceled		(99,500	)		4.93
Total outstanding options at June 30, 2002		474,500			4.27		347,750	$	4.36
Granted		35,000			2.25
Exercised
Canceled		(160,000	)		4.49
Total outstanding options at June 30, 2003		349,500			3.96		296,000		4.05
Granted		96,000			2.74
Exercised		(37,000	)		2.81
Canceled		(63,000	)		3.99
Total outstanding options at June 30, 2004		345,500		$	3.68		278,875	$	3.85

Year Ended June 30, 2004
Options Outstanding							Options Exercisable
	Weighted Average
Grant	Number		Remaining		Weighted Average		Number
Price Range	Outstanding		Contractual Life		Exercise Price		Exercisable		Exercise Price
$2.50 - $3.69		240,500		2.70		2.85		178,875		2.82
$3.70 - $4.69		5,000		4.76		4.25		1,250		4.25
$4.70 - $5.69		52,000		1.10		5.47		50,750		5.46
$5.70 - $6.69		48,000		0.75		6.00		48,000		6.00
		345,500		2.03		3.68		278,875		3.85

12. CONCENTRATION OF CUSTOMERS

The Company had two major customers that accounted for the following accounts receivable and sales during the periods ended:

Years ended June 30,	2004			2003			2002
Sales
- Customer A		15	%		17	%		24	%
- Customer B		37	%		33	%		31	%
Accounts Receivable
- Customer A		15	%		10	%		24	%
- Customer B		32	%		28	%		24	%

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13. UNUSED FINANCING FACILITIES

The Company has various credit facilities available to it. The following table summarizes the credit facilities available to the Company and the unutilized portion of the facilities at June 30, 2004:

Entity with Facility	Type of	Interest			Credit		Unused
Trio-Tech Malaysia	Line of Credit		7.00	%	$	91	$	91
Trio-Tech Bangkok	Line of Credit		6.75	%		98		98
Trio-Tech Singapore	Line of Credit		5.5 to 6.0	%		3,510		3,364
					$	3,699	$	3,553

14. OTHER INCOME

     Other income consists of the following:

	June 30,			June 30,		June 30,
	2004			2003		2002
Interest Income	$	78		$	83	$	182
Rental Income		169			89		90
Royalty Income		—			20		25
Dividend Income		11			25		20
Exchange (loss) gain		(12	)		9		(107	)
Sales of other products		—			52		77
Gain (loss) on disposal on marketable securities		115			49		(1	)
Other miscellaneous income		11			20		20
Total	$	372		$	347	$	306

15. BUSINESS SEGMENTS

The Company operates principally in three industry segments, the testing service industry (that performs structural and electronic tests of semiconductor devices), the designing and manufacturing of equipment (that tests the structural integrity of integrated circuits and other products), and the distribution of various products from other manufacturers in Singapore and Southeast Asia. The following net sales were based on customer location rather than subsidiary location.

The allocation of the cost of equipment, the current year investment in new equipment and depreciation expense have been made on the basis of the primary purpose for which the equipment was acquired.

All inter-segment sales are sales from the manufacturing segment to the testing and distribution segment. Total inter-segment sales were $151 in fiscal 2004, $41 in fiscal 2003, and $38 in fiscal 2002. Corporate assets mainly consist of cash and prepaid expenses. Corporate expenses mainly consist of salaries, insurance, professional expenses and directors’ fees.

60

Business Segment Information:

	Year			Operating					Depr.
	Ended	Net		Income					and		Capital
	Jun. 30,	Sales		(loss)			Assets		Amort.		Expenditures
Manufacturing	FY 2004	$	7,122	$	(205	)	$	2,423	$	99	$	165
	FY 2003		4,674		(802	)		2,494		88		5
	FY 2002		5,022		(4,013	)		2,939		410		217
Testing Services	FY 2004		8,908		241			14,893		910		783
	FY 2003		9,505		803			13,431		1,068		1,212
	FY 2002		8,942		680			15,646		1,187		474
Distribution	FY 2004		3,124		(27	)		588		129		227
	FY 2003		7,067		(212	)		415		109		45
	FY 2002		5,653		(69	)		399		104		18
Corporate and	FY 2004		—		27			96		7		—
unallocated	FY 2003		—		(76	)		371		6		—
	FY 2002		—		(177	)		91		4		15
Total Company	FY 2004	$	19,154	$	36		$	18,000	$	1,145	$	1,175
	FY 2003	$	21,246	$	(287	)	$	16,711	$	1,271	$	1,262
	FY 2002	$	19,617	$	(3,579	)	$	19,075	$	1,705	$	724

Geographic Area Information:

														Elimin-
	Year													ations
	Ended	United												and			Total
	Jun. 30,	States			Europe			Singapore		Thailand		Malaysia		Other			Company
Net sales to	FY 2004	$	4,706			1,255			9,944		2,534		866		(151	)		19,154
customers	FY 2003	$	9,038			943			8,682		1,992		632		(41	)		21,246
	FY 2002	$	8,083			1,479			8,177		1,377		539		(38	)		19,617
Operating	FY 2004	$	(216	)		(23	)		184		48		16		27			36
Income (loss)	FY 2003	$	(167	)		(140	)		73		17		6		(76	)		(287	)
	FY 2002	$	(3,050	)		(480	)		104		18		7		(178	)		(3,579	)
Property, plant	FY 2004	$	8			380			3,557		886		411		(40	)		5,202
and equipment - net	FY 2003	$	104			446			3,514		844		342		(40	)		5,210
	FY 2002	$	160			463			3,528		807		675		(40	)		5,593

61

16. QUARTERLY FINANCIAL DATA (UNAUDITED)

     The Company’s summarized quarterly financial data are as follows:

Year ended June 30, 2003	Sep. 30,			Dec. 31,			Mar. 31,			Jun. 30,
Revenues	$	5,915		$	5,051		$	5,561		$	4,719
Expenses		5,789	(a)		4,996			5,545	(b)		5,041	(c)
Income (loss) before income taxes and minority interest		126			55			16			(322	)
Income taxes		68			(18	)		21			23
Income before minority interest		58			73			(5	)		(345	)
Minority interest		(2	)		18			33			89
Net income (loss)	$	56		$	91		$	28		$	(256	)
Net income (loss) per share:
Basic	$	0.02		$	0.03		$	0.01		$	(0.09	)
Fully diluted	$	0.02		$	0.03		$	0.01		$	(0.09	)

Year ended June 30, 2004	Sep. 30,			Dec. 31,			Mar. 31,			Jun. 30,
Revenues	$	3,850	(d)	$	5,056		$	5,042		$	5,206
Expenses		4,046			4,816	(e)		4,869	(f)		5,135	(g)
(Loss) income before income taxes and minority interest		(196	)		240			173			71
Income taxes		15			18			7			(27	)
(Loss) income before minority interest		(211	)		222			166			98
Minority interest		(54	)		(4	)		2			1
Net (loss) income	$	(265	)	$	218		$	168		$	99
Net (loss) income per share:
Basic	$	(0.09	)	$	0.07		$	0.06		$	0.03
Fully diluted	$	(0.09	)	$	0.07		$	0.06		$	0.03

(a) The expenses include a loss on disposal of property, plant and machinery of $112 derived from Singapore.

(b) Cost of sales increased with the exceptionally high sales for the distribution of low margin front-end products of $1,600.

(c) This includes an impairment of $358 consisting of machinery and equipment, furniture and fixtures, and leasehold improvements (pertaining to the Malaysia and Singapore Testing Segments).

(d) Sales dropped sharply from Q4 FY2003 mainly due to the decline in Distribution sales from low-margin front-end products of $1,154, which offset by an increase in the sales of burn-in boards.

(e) Gross margin at 28.1% in Q3 FY2004 was comparatively higher than the other quarters. This was attributed from Manufacturing and Distribution segment.

(f) This includes a gain on disposal of equipment of $62 derived from Ireland.

(g) Selling expenses increased to 6.2% of sales in Q4 FY2004 from an average of 4.6% due to commission payment towards end of the fiscal year. The expenses also include a gain on disposal of boards of $39 derived from Thailand.

62

17. SUBSEQUENT EVENTS

Trio-Tech Malaysia (“Buyer”), one of the Malaysia subsidiaries, entered into an agreement with TS Matrix Bhd, a Malaysian company (“Seller”), on March 29, 2004 under which Buyer agreed to acquire certain assets of Seller utilized by the burn-in testing division of Seller for an aggregate cash purchase price of 3,500 Ringgit Malaysia. A portion of the purchase price (350 Ringgit Malaysia, representing approximately $92 on March 29, 2004 based on the spot exchange rate published in Federal Reserve as of that date) was paid on March 29, 2004 by way of a deposit and was credited towards the aggregate purchase price at the closing of the transaction. The acquisition was completed on July 1, 2004. At the closing, the balance of the purchase price was paid, of which approximately $434 (or 1,650 Ringgit Malaysia was paid in cash) and approximately $395 (or 1,500 Ringgit Malaysia) was paid in the form of a bank-guaranteed note. The note payable will mature in six months from the closing date of the acquisition on July 1, 2004. Buyer also acquired on July 1, 2004 additional assets which Seller had been leasing for a purchase price of approximately $297 (or 1,127 Ringgit Malaysia ). Except as otherwise noted, the foregoing United States Dollar amounts were calculated based on the spot exchange rate published in Federal Reserve as of July 1, 2004. The source of the funds for this acquisition was the general working capital of Buyer.

The above newly acquired division will be accounted for under the purchase method and addresses the initial recognition and measurement of goodwill and other intangible assets acquired in a business combination. The Company will recognize $493 as the valuation of customer listing will be amortized over 5 years.

The current fiscal reporting period of the Company coincides with the 52-53 week period ending the last Friday in June. Subsequent to the year-end, the Board of Directors approved the change of the fiscal report period to end on the last day of June, effective July 1, 2004.

63

EX-10.27

                                       1

                                                                   EXHIBIT 10.27

                                                                      [JTC LOGO]
                                                                     CORPORATION

PLEASE QUOTE OUR REFERENCE WHEN REPLYING
OUR REF : JTC(L) 3729/199 TEMP 8

                                                        JTC CORPORATION
28 APRIL 2004                                           The JTC Summit
                                                        8 Jurong Town Hall Road
                                                        Singapore 609434

TRIO-TECH INTERNATIONAL PTE LTD
1008 TOA PAYOH NORTH                                    telephone (65) 6560 0056
#03-09                                                  facsimile (65) 6565 5301
SINGAPORE(318996)                                       web site  www.jtc.gov.sg

                                                        REGISTERED
(ATTENTION : BETTY YANG)

Dear Sirs

OFFER OF TENANCY FOR FLATTED FACTORY SPACE AT UNIT #04-14/15/16, BLK 1004, TOA
PAYOH NORTH, TOA PAYOH NORTH INDUSTRIAL ESTATE SINGAPORE 318995

1.    Thank you for your letter of acceptance dated 26 MARCH 2004 payment of
      $3473.89 and your Banker's Guarantee. We enclose the ORIGINAL STAMPED
      LETTER OF ACCEPTANCE for your retention. Kindly address all future
      correspondence concerning rental and other charges directly to:

      JTC CORPORATION
      THE JTC SUMMIT
      8 JURONG TOWN HALL ROAD
      SINGAPORE 609434
      ATTN: BILLING & COLLECTION SECTION
            CUSTOMER SERVICES GROUP
      TEL: 1800-5687000                        FAX: 68855907

2.    Please submit the required plans as tabulated below for the approval and
      endorsement in accordance with our offer of tenancy dated 18 MARCH 2004.



                                       2

                                                                      [JTC LOGO]



    PLANS/ DOCUMENTS                                                    CONTACT PERSON/
  TO BE SUBMITTED BY                                                   TELEPHONE NO FOR
     YOUR COMPANY                          DEPARTMENT                ENQUIRY/CLARIFICATION                      REMARKS
- -------------------------       -------------------------------  ------------------------------  -----------------------------------
                                                                                        
- - Type of plans                 BUILDING CONTROL UNIT            Mr Foo See Keong                Engage registered consultants for
- - Factory layout                JTC Corporation                  Tel 68855169                    the preparation and submission of
- - Air-conditioning system       The JTC Summit Level 1                                           plans for endorsement and approval
- - Others                        8 Jurong Town Hall Road
                                Singapore 609434

- - Type of plans                 BUILDING CONTROL UNIT            Mr Chua Tong Liang              Engage registered electrical
- - Fire protection system        JTC Corporation                  Tel 68855160                    consultants and/or professional
- - Internal partitioning         The JTC Summit Level 1                                           engineer for the preparation and
- - Sprinkler system              8 Jurong Town Hall Road          Mr Jimmy Tan                    submission of plans for endorsement
                                Singapore 609434                 Tel 68855150                    and approval

- - Electrical plans              FACILITIES MANAGEMENT SECTION,   Mr Koh Kea Hwa                  Engage registered electrical
                                OPERATIONS SUPPORT DEPARTMENT    Tel 68854267                    consultants for the preparation and
                                Address: Blk 25 Kallang Avenue                                   submission of plans for endorsement
                                #05-02 Kallang Basin Industrial                                  and approval
                                Estate Singapore 339416

- - Power Supply Card             FLATTED FACTORY & BUSINESS PARK  **                              Submit your electrical and/or water
- - PUB Agreement                 DEPARTMENT                                                       accounts for our records
                                The JTC Summit 8 Jurong Town
                                Hall Road Singapore 609434 (Relevant
                                JTC's contacts are given in
                                para 4 below)




                                       3

                                                                      [JTC LOGO]

3.    We would appreciate it if you could inform us of your latest corresponding
      address, telephone and facsimile numbers.

4.    If you encounter any problems during your tenancy, please contact myself
      or MR LIM TIAN SIONG (ASSISTANT MANAGER LEASE MANAGEMENT) at Tel No.
      68833717.

Yours Faithfully

/s/ YEW PONG LOH
- ----------------
YEW PONG LOH

INDUSTRIAL DEVELOPMENT (HIGH-RISE) DEPARTMENT
INDUSTRIAL PARKS DEVELOPMENT GROUP
JTC CORPORATION

DID             :       68833411
FAX             :       68855901
Email           :       YEWPONG@JTC.GOV.SG


Attd: 1) Original Stamped letter of acceptance



[TRIO-TECH LOGO]              TRIO-TECH                              LOS ANGELES
                            INTERNATIONAL                            SAN JOSE
                           PRIVATE LIMITED                           DUBLIN
                                                                     SINGAPORE
                                                                     PENANG
                                                                     BANGKOK

26 March 2004

Industrial Development (High-Rise) Department
JTC Corporation                                      Stamp duty accounted to
The JTC Summit                                   Commissioner of Stamp Duties on
8 Jurong Town Hall Road                                     23 APR 2004
Singapore 609434                                     Jurong Town Corporation

Attn : Loh Yew Pong

ACCEPTANCE OF OFFER OF TENANCY FOR THE PREMISES AT UNIT #04-14/15/16 BLK 1004
TOA PAYOH NORTH TOA PAYOH NORTH INDUSTRIAL ESTATE SINGAPORE 318995

We refer to your letter of offer dated 18 March 2004 for the Tenancy and hereby
confirm our acceptance of all the covenants, terms and conditions of the Offer.

We are currently on GIRO, thus we enclose herewith a cheque for the amount of
$3473.89 and a Banker's/Insurance Guarantee for the amount of S$3028.47 (1
month's rental and service charge) as security deposit as confirmation of our
acceptance.

                                        /s/ Lee Siew Kuan
- --------------------------------------------------------------------
Name of authorized signatory    :       Mrs Lee Siew Kuan
Designation                     :       Director of Logistics

For and on behalf of
TRIO-TECH INTERNATIONAL PTE LTD
In the presence of

                                        /s/ Betty Ang
- --------------------------------------------------------------------
Name of witness                 :       Ms Betty Ang
NRIC No.                        :       S6945849A

[ ] REGIONAL HEAD OFFICE  : 1008 Toa Payoh North #03-09 Singapore 318996
    Tel: 62653300 Fax: 62596355

[ ] [ILLEGIBLE]



                                       1

                                                                      [JTC LOGO]
                                                                     CORPORATION

PLEASE QUOTE OUR REFERENCE WHEN REPLYING
OUR REF : JTC(L)3729/199 TEMP 8

18 MARCH 2004                             JTC CORPORATION
                                          The JTC Summit
                                          8 Jurong Town Hall Road
                                          Singapore 609434

TRIO-TECH INTERNATIONAL PTE LTD           customer
5 KIAN TECK ROAD                          service hotline 1800 568 7000
SINGAPORE(628765)                         main line       (65) 6560 0056
                                          facsimile       (65) 6565 5301
                                          web site         www.jtc.gov.sg

                                          BY LOCAL URGENT MAIL

(ATTENTION : BETTY YANG)

Dear Sirs,

OFFER OF TENANCY FOR FLATTED FACTORY SPACE

1     We are pleased to offer a tenancy of the Premises subject to the
      covenants, terms and conditions in the annexed Memorandum of Tenancy No.
      27.09 ("the MT") and in this letter (collectively called "the Offer").

2     2.1   THE PREMISES:

            Private Lot A0618402 also known as Unit #04-14/15/16 ("the
            Premises") in BLK 1004 TOA PAYOH NORTH ("the Building") in the TOA
            PAYOH NORTH INDUSTRIAL ESTATE SINGAPORE 318995 as delineated and
            edged in red on the plan attached to the Offer.

      2.2   TERM OF TENANCY:

            3 years ("the Term") with effect from 1 JUNE 2004 ("the Commencement
            Date").

                                            2

                                                                      [JTC LOGO]

      2.3   TENANCY:

            (a)   Your due acceptance of the Offer in accordance with Clause 3
                  of this letter shall, together with the Offer, constitute a
                  binding tenancy agreement ("the Tenancy").

            (b)   In the event of any inconsistency or conflict between any
                  covenant, term or condition of this letter and the MT, the
                  relevant covenant, term or condition in this letter shall
                  prevail.

      2.4   AREA:

            Approximately 272.1 SQUARE METRES ("the Area").

      2.5   RENT:

            DISCOUNTED RENT

            (a)   Discounted rate of Dollars $8.88 per square metre per month on
                  the Area, for so long as you shall occupy by way of tenancy an
                  aggregate floor area of 5,000 to 9,999 square metres in the
                  Building or in the various flatted factories belonging to us;
                  and

            (b)   Normal rate of Dollars $9.35 per square metre per month on the
                  Area, in the event that the said aggregate floor area occupied
                  is at any time reduced to below 1,000 square metres (when the
                  discount shall be totally withdrawn) with effect from the date
                  of reduction in the said aggregate floor area,

                  ("Rent) to be paid without demand and in advance without
                  deduction on the 1st day of each month of the year (i.e. 1st
                  of January, February, March, etc.). After your first payment
                  is made in accordance with Clause 3 of this letter and the
                  attached Payment Table, the next payment shall be made on 01
                  JULY 2004.

      2.6   SERVICE CHARGE:

            $2.25 PER SQUARE METRE PER MONTH ("Service Charge") on the Area as
            charges for services rendered by us, payable by way of additional
            and further rent without demand on the same date and in the same
            manner as the Rent, subject to our revision from time to time.


                                       3

                                                                      [JTC LOGO]

      2.7   SECURITY DEPOSIT/BANKER'S GUARANTEE:

            Ordinarily we would require a tenant to lodge with us a security
            deposit equivalent to THREE (3) MONTHS' rent and service charge.
            However, as an off-budget measure and as payment by GIRO has been
            made a condition with which you must comply under clause 3 of this
            letter, you shall, at the time of your acceptance of the Offer,
            place with us a deposit equivalent to ONE (1) MONTH'S Rent (at the
            discounted rate) and Service Charge ("Security Deposit") as security
            against any breach of the covenants, terms and conditions in the
            Tenancy, as follows:

            (a)   The Security Deposit may be in the form of cash or acceptable
                  Banker's Guarantee in the form attached (effective from 1
                  APRIL 2004 to 31 AUGUST 2007), or such other form of security
                  as we may in our absolute discretion permit or accept.

            (b)   The Security Deposit shall be maintained at the same sum
                  throughout the Term and shall be repayable to you without
                  interest, or returned to you for cancellation, after the
                  termination of the Term (by expiry or otherwise) or expiry of
                  the Banker's Guarantee, as the case may be, subject to
                  appropriate deductions or payment to us for damages or other
                  sums due under the Tenancy.

            (c)   if the Rent at the discounted rate is increased to the normal
                  rate, or Service Charge is increased, or any deductions are
                  made from the Security Deposit, you shall immediately pay the
                  amount of such increase or make good the deductions so that
                  the Security Deposit shall at all times be equal to ONE (1)
                  MONTH'S Rent (at the normal or discounted rate, as the case
                  may be) and Service Charge.

            (d)   If at any time during the Term, your GIRO payment is
                  discontinued, then you shall place with us, within two (2)
                  weeks of the date of discontinuance of your GIRO payment, the
                  additional sum equivalent to TWO (2) MONTHS' Rent and Service
                  Charge, so that the Security Deposit shall at all times be
                  equal to three (3) months' Rent (at the normal or discounted
                  rate, as the case may be) and Service Charge for the remaining
                  period of the Term.


                                       4

                                                                      [JTC LOGO]

            (e)   If at any time during the Term the off-budget measure is
                  withdrawn you shall, if required in writing by us, also pay to
                  us the additional sum equivalent to TWO (2) MONTHS' Rent and
                  Service Charge, so that the Security Deposit shall at all
                  times be equal to THREE (3) MONTHS' Rent (at the normal or
                  discounted rate, as the case may be) and Service Charge for
                  the remaining period of the Term.

      2.8   MODE OF PAYMENT:

            (a)   Your first payment to be made with your letter of acceptance
                  in accordance with Clause 3 of this letter and the attached
                  Payment Table shall be by non-cash mode (eg, Cashier's Order,
                  cheque).

            (b)   Thereafter during the Term, you shall pay Rent, Service Charge
                  and GST by Interbank GIRO or any other mode to be determined
                  by us.

            (c)   You have an existing account with us from which we shall
                  deduct the aforesaid payments. You are therefore not required
                  to submit a duly completed GIRO form as part of the Mode of
                  Due Acceptance. But if you wish to have a separate GIRO
                  account to meet the aforesaid payments, please complete the
                  GIRO deduction form enclosed.

      2.9   AUTHORISED USE:

            You shall use the Premises for the purpose of MANUFACTURE OF
            SEMI-CONDUCTOR ASSEMBLY AND TESTING EQUIPMENT only and for no other
            purpose whatsoever ("the Authorised Use").

      2.10  APPROVALS:

            The Tenancy is subject to approvals being obtained from the relevant
            governmental and statutory authorities.


                                       5

                                                                      [JTC LOGO]

      2.11  POSSESSION OF PREMISES:

            (a)   Subject to your acceptance of Offer, keys to the Premises
                  shall be made available to you within the period of two (2)
                  months prior to the Commencement Date.

            (b)   From the date you accept the keys to the Premises ("Possession
                  Date") until the Commencement Date, you shall be deemed a
                  licensee upon the same covenants, terms and conditions as in
                  the Tenancy.

            (c)   If you proceed with the Tenancy after the Commencement Date,
                  the licence fee be payble from the Possession Date to the
                  Commencement Date shall be waived ("Rent-Free Period"). Should
                  you fail to so proceed, you shall:

                  (c1)  remove everything installed by you;

                  (c2)  reinstate the Premises to its original state and
                        condition; and

                  (c3)  pay us a sum equal to the prevailling market rent payble
                        for the period from the Possession Date up to the date
                        the installations removed and reinstatement completed to
                        our satisfaction,

                  without prejudice to any other rights and remedies we may have
                  against you under the Tenancy or at law.

      2.12  LOADING CAPACITY:

            (a)   NORMAL (GROUND & NON-GROUND) FLOOR PREMISES:

                  You Shall comply and ensure compliance with the following
                  restriction:

                  (a1)  maximum loading capacity of the goods lifts in the
                        Building; and

                  (a2)  maximum floor loading capacity of 10 kiloNewtons per
                        square metre of the Premises on the 04 storey of the
                        Building PROVIDED THAT any such permitted load shall be
                        evenly distributed.

                                       6

                                                                      [JTC LOGO]

      2.13  OPTION FOR RENEWAL OF TENANCY:

            (a)   You may within 3 months before the expiry of the Term make a
                  written request to us for a further term of tenancy.

            (b)   We may grant you a further term of tenancy of the Premises
                  subject to the following:

                  (b1)  there shall be no breach of your obligations at the time
                        you make your request for a further term, and at the
                        expiry of the Term;

                  (b2)  the duration of the further term shall be mutually
                        agreed upon;

                  (b3)  the rent payable shall be at a revised rate to be
                        determined by us, having regard to the market rent of
                        the Premises at the time of granting the further term.
                        Our determination of the rent shall be final and
                        conclusive; and

                  (b4)  the tenancy for the further term shall be upon the same
                        covenants terms and conditions except for the duration,
                        rent, security deposit (which shall be equivalent to
                        three (3) month's rent and service charge instead of two
                        (2) months), and excluding a covenant for renewal of
                        tenancy.

3     MODE OF DUE ACCEPTANCE:

      The Offer shall lapse if we do not receive the following by 31 MARCH 2004:

      (a)   Duly signed letter of acceptance (IN DUPLICATE) of the Offer, in the
            form set out in the LETTER OF ACCEPTANCE attached. (PLEASE DATE AS
            REQUIRED IN YOUR LETTER OF ACCEPTANCE)

      (b)   Payment of the sum set out in the PAYMENT TABLE attached.

      (c)   Duly completed GIRO authorization form.


                                       7

                                                                      [JTC LOGO]

4     Please note that payments made prior to your giving us the other items
      listed above may be cleared by and credited by us upon receipt. However,
      if those other items are not forthcoming from you within the time
      stipulated herein, the Offer shall lapse and there shall be no contract
      between you and us arising hereunder. Any payments received shall then be
      refunded to you without interest and you shall have no claim of whatsoever
      nature against us.

5     RENT-FREE PERIOD:

      As the Commencement Date will not be deferred, we advise you to accept the
      Offer as soon as possible and to collect the keys to the Premises on the
      scheduled date in order to maximize the Rent-Free Period referred to the
      scheduled date in order to maximize the Rent-Free Period referred to in
      Clause 2.11 (c) of this letter.

6     VARIATION TO THE TENANCY:

      Any variation, modification, amendment, deletion, addition or otherwise of
      the Offer shall not be enforceable unless agreed by both parties and
      reduced in writing by us. No terms or representation or otherwise, whether
      expressed or implied, shall form part of the Offer other than what is
      contained herein.

7     CAR-PARKING SCHEME:

      The carpark for BLK 1004 TOA PAYOH NORTH is currently managed by P-PARKING
      INTERNATIONAL PTE LTD and you will have to observe and be bound by all
      the rules and regulations governing the use and operation of the carpark.
      you are requested to contact:

                               736B GEYLANG ROAD
                                SINGAPORE 389647
                                 TEL: 67494119
                                 FAX: 67493689

      on your use of the carpark.




                                        8

                                                                      [JTC LOGO]

8     ELECTRICITY CONNECTION:

      Upon your acceptance of the Offer, you are advised to proceed
      expeditiously to engage a registered electrical consultant or competent
      contractor to submit three sets of electrical single-line diagrams to and
      in accordance with the requirements of our Property Support Department of
      our Customer Services Group at JTC East Zone Office, for endorsement
      before an application is made to the Power Supply Pte Ltd to open an
      account for electricity connection.

      Please, therefore, contact the Property Support Department at #05-01 Blk
      25 Kallang Avenue, Kallang Basin Industrial Estate Singapore 339416 direct
      for their requirements.

9     To guide and assist you, we enclose a SCHEDULE OF STATUTORY CONTROLS for
      Flatted Factory Occupants.

Yours faithfully

/s/ YEW PONG LOH
- ----------------
YEW PONG LOH

INDUSTRIAL DEVELOPMENT (HIGH-RISE) DEPARTMENT
INDUSTRIAL PARKS DEVELOPMENT GROUP
JTC CORPORATION
DID : 68833411
FAX : 68855901
Email : YEWPONG@JTC.GOV.SG

ENCS:

[x] Payment Table                  [x] GIRO Form(s)        [x] Specimen BG Plan

[x] Specimen Acceptance Form       [x] MT No. 27.09

[x] Schedule of Statutory Controls (SC2)]



                                       9

                                                                      [JTC LOGO]

                                 PAYMENT TABLE

PREMISES: PRIVATE LOT A0618402 UNIT #04-14/15/16 BLK 1004 TOA PAYOH NORTH TOA
PAYOH NORTH INDUSTRIAL ESTATE SINGAPORE 628765



                                                AMOUNT              +5% GST
                                         -------------------        --------
                                                           
Rent at $8.88 per square metre
per month on 272.1 square
metres for the period 1 JUNE
2004 to 30 JUNE 2004                     $2416.25                   $ 120.81

$2.25 per square metre per
month on 272.1 square metres
for the period 1 JUNE 2004 to
30 JUNE 2004                             $ 612.23                   $  30.61

Total Rent Payable (inclusive
of Service Charge)                                 $ 3028.47        $ 151.42

SECURITY DEPOSIT equivalent to
three (3) months' Rent and
Service Charge (in cash or
Banker's Guarantee provided in
accordance with Clause 2.7 of
this letter)                             $9085.42

Less:
Equivalent of two (2) month's
Rent and Service Charge (re
Off-budget Measure and GIRO)             $6056.95  $ 3028.47




                                       10

                                                                      [JTC LOGO]

                                                           
STAMP FEE payable on Letter of
Acceptance (which we will
stamp on your behalf)

Note: If the Letter is not
returned to us within 14 days
of the date of the Letter, you
will have to pay penalty on
the stamp duty which is
imposed by Stamp Duty Office
of IRAS.                                           $  294.00

Sub-Total Payable                                  $ 6350.95        $ 151.42

ADD: GST @ 5%                                      $  151.42

Total Payable inclusive of GST                     $ 6502.37





[TRIO-TECH LOGO]                   TRIO-TECH                        LOS ANGELES
                                 INTERNATIONAL                      SAN JOSE
                                PRIVATE LIMITED                     DUBLIN
                                                                    SINGAPORE
                                                                    PENANG
                                                                    BANGKOK



26 March 2004

Industrial Development (High-Rise) Department
JTC Corporation
The JTC Summit
8 Jurong Town Hall Road
Singapore 609434

Attn : Loh Yew Pong

ACCEPTANCE OF OFFER OF TENANCY FOR THE PREMISES AT UNIT #04-14/15/16 BLK 1004
TOA PAYOH NORTH TOA PAYOH NORTH INDUSTRIAL ESTATE SINGAPORE 318995

We refer to your letter of offer dated 18 March 2004 for the Tenancy and hereby
confirm our acceptance of all the covenants, terms and conditions of the Offer.

We are currently on GIRO, thus we enclose herewith a cheque for the amount of
$3473.89 and a Banker's/Insurance Guarantee for the amount of S$3028.47 (1
month's rental and service charge) as security deposit as confirmation of our
acceptance.

                                          /s/ Lee Siew Kuan
- --------------------------------------------------------------------------
Name of authorized signatory    :         Mrs Lee Siew Kuan
Designation                     :         Director of Logistics

For and on behalf of
TRIO-TECH INTERNATIONAL PTE LTD
In the presence of

                                          /s/ Betty Ang
- --------------------------------------------------------------------------
Name of witness                 :         Ms Betty Ang
NRIC No.                        :         S6945849A



                              [THE GMP GROUP LOGO]

                5% rebate granted! See pg 2 of letter of offer.

                               www.gmprecruit.com
             1 Scotts Road #22-01/03 Shaw Centre, Singapore 228208
          Tel: 6736 2022 - Fax: 6736 2155 - Email: Info@gmprecruit.com



                                              SPECIMEN BANK'S/FINANCE COMPANY'S/
                                              INSURANCE COMPANY'S GUARANTEE FORM

                                    GUARANTEE
                       (Please use guarantor's letterhead)

TO: JTC CORPORATION
    THE JTC SUMMIT
    8 JURONG TOWN HALL ROAD
    SINGAPORE 609434

WHEREAS:

[TRIO-TECH INTERNATIONAL PTE LTD] of [5 KIAN TECK ROAD - SINGAPORE 628765] ("the
Tenant") is a tenant of the premises known as [UNIT #04-14/15/16 BLK 1004 TOA
PAYOH NORTH TOA PAYOH NORTH INDUSTRIAL ESTATE SINGAPORE 318995] ("the Premises")
pursuant to a letter of offer dated [18 MARCH 2004] from you to and duly
accepted by the Tenant ("the Tenancy", which expression shall include any
written amendments made to the Tenancy from time to time).

IN CONSIDERATION OF your agreeing to grant the Tenancy and pursuant to a term of
the Tenancy, we, the undersigned, hereby unconditionally undertake to pay to you
from time to time on first demand the sum or aggregate sums not exceeding
[$________________] ("the Full Guaranteed Sum") if accompanied by your statement
that the Tenant is in breach of any of the Tenant's Obligations to you under the
Tenancy and that the amount demanded is due and payable to you and remains
unpaid Provided That our liability under this Guarantee shall not exceed the
Full Guaranteed Sum.

Our liability under this Guarantee shall be that of a principal debtor and not
by way of surety and such liability shall not be discharged or affected by any
event, act or omission whereby our liability would have been discharged if we
had been a surety.

This Guarantee is valid from [1 APRIL 2004] and shall expire on [31 AUGUST
2007] ("the expiry date") and our liability hereunder shall cease in respect of
any claims made after the expiry date.

Notwithstanding that this Guarantee may not have expired, our liability
hereunder shall cease forthwith upon our paying to you the Full Guaranteed Sum
to be held by you as a security deposit under the Tenancy.

Date : ____________________

[SIGNATURE, NAMES AND DESIGNATIONS OF AUTHORISED SIGNATORIES OF BANK/FINANCE
COMPANY/INSURANCE COMPANY AND RUBBER STAMP OF BANK/FINANCE COMPANY/INSURANCE
COMPANY]

BG(Security Deposit)/Tenancy/13.014/June 2002/Lg FF RV team



                                       1

                                                                      [JTC LOGO]
                                                                     CORPORATION

PLEASE QUOTE OUR REFERENCE WHEN REPLYING
OUR REF : JTC(L) 3729/199 TEMP 7

27 APRIL 2004                                           JTC CORPORATION
                                                        The JTC Summit
                                                        8 Jurong Town Hall Road
                                                        Singapore 609434
TRIO-TECH INTERNATIONAL PTE LTD
1008 TOA PAYOH NORTH                                    telephone (65) 6560 0056
#03-09                                                  facsimile (65) 6565 5301
S1NGAPORE(318996)                                       website   www.jtc.gov.sg

                                                        REGISTERED
(ATTENTION : BETTY YANG)

Dear Sirs

OFFER OF TENANCY FOR FLATTED FACTORY SPACE AT UNIT #04-17, BLK 1004, TOA PAYOH
NORTH, TOA PAYOH NORTH INDUSTRIAL ESTATE SINGAPORE 318995

1.    Thank you for your letter of acceptance dated 26 MARCH 2004 payment of
      $1309.75 and your Banker's Guarantee. We enclose the ORIGINAL STAMPED
      LETTER OF ACCEPTANCE for your retention. Kindly address all future
      correspondence concerning rental and other charges directly to:

      JTC CORPORATION
      THE JTC SUMMIT
      8 JURONG TOWN HALL ROAD
      SINGAPORE 609434
      ATTN: BILLING & COLLECTION SECTION
            CUSTOMER SERVICES GROUP
      TEL: 1800-5687000                                   FAX: 68855907

2.    Please submit the required plans as tabulated below for the approval and
      endorsement in accordance with our offer of tenancy dated 18 MARCH 2004.



                                       2

                                                                      [JTC LOGO]



    PLANS/ DOCUMENTS                                                    CONTACT PERSON/
  TO BE SUBMITTED BY                                                   TELEPHONE NO FOR
     YOUR COMPANY                          DEPARTMENT                ENQUIRY/CLARIFICATION                      REMARKS
- -------------------------       -------------------------------  ------------------------------  ------------------------------
                                                                                        
- - Type of plans                 BUILDING CONTROL UNIT            Mr Foo See Keong                Engage registered consultants
- - Factory layout                JTC Corporation                  Tel 68855169                    for the preparation and
- - Air-conditioning system       The JTC Summit Level 1                                           submission of plans for
- - Others                        8 Jurong Town Hall Road                                          endorsement and approval
                                Singapore 609434

- - Type of plans                 BUILDING CONTROL UNIT            MrChuaTong Liang                Engage registered electrical
- - Fire protection system        JTC Corporation                  Tel 68855160                    consultants and/or
- - Internal partitioning         The JTC Summit Level 1                                           professional engineer for the
- - Sprinkler system              8 Jurong Town Hall Road          Mr Jimmy Tan                    preparation and submission of
                                Singapore 609434                 Tel 68855150                    plans for endorsement and
                                                                                                 approval

- - Electrical plans              FACILITIES MANAGEMENT SECTION,   Mr Koh Kea Hwa                  Engage registered electrical
                                OPERATIONS SUPPORT DEPARTMENT    Tel 68854267                    consultants for the
                                Address: Blk 25 Kallang Avenue                                   preparation and submission of
                                #05-02 Kallang Basin                                             plans for endorsement and
                                Industrial Estate Singapore                                      approval
                                339416

- - Power Supply Card             FLATTED FACTORY & BUSINESS       **                              Submit your electrical and/or
- - PUB Agreement                 PARK DEPARTMENT                                                  water accounts for our records
                                The JTC Summit 8 Jurong Town
                                Hall Road
                                Singapore 609434 (Relevant
                                JTC's contacts are given in
                                para 4 below)




                                       3

                                                                      [JTC LOGO]

3.    We would appreciate it if you could inform us of your latest corresponding
      address, telephone and facsimile numbers.

4.    If you encounter any problems during your tenancy, please contact myself
      or MR LIM TIAN SIONG (ASSISTANT MANAGER LEASE MANAGEMENT) at Tel No.
      68833717.

Yours faithfully

/s/ YEW PONG LOH
- ----------------
YEW PONG LOH

INDUSTRIAL DEVELOPMENT (HIGH-RISE) DEPARTMENT
INDUSTRIAL PARKS DEVELOPMENT GROUP
JTC CORPORATION
DID        :    68833411
FAX        :    68855901
Email      :    YEWPONG@JTC.GOV.SG

Attd:   1)      Original Stamped letter of acceptance



[TRIO-TECH LOGO]                    TRIO-TECH                        LOS ANGELES
                                  INTERNATIONAL                      SAN JOSE
                                 PRIVATE LIMITED                     DUBLIN
                                                                     SINGAPORE
                                                                     PENANG
                                                                     BANGKOK

26 March 2004

Industrial Development (High-Rise) Department
JTC Corporation                                      Stamp duty accounted to
The JTC Summit                                   Commissioner of Stamp Duties on
8 Jurong Town Hall Road                                   23 APR 2004
Singapore 609434                                     Jurong Town Corporation

Attn: Loh Yew Pong

ACCEPTANCE OF OFFER OF TENANCY FOR TEE PREMISES AT UNIT #04-17 BLK 1004 TOA
PAYOH NORTH TOA PAYOH NORTH INDUSTRIAL ESTATE SINGAPORE 318995

We refer to your letter of offer dated 18 March 2004 for the Tenancy and hereby
confirm our acceptance of all the covenants, terms and conditions of the Offer.

We are currently on GIRO, thus we enclose herewith a cheque for the amount of
$1309.75 and a Banker's/Insurance Guarantee for the amount of S$l140.70 (1
month's rental and service charge) as security deposit as confirmation of our
acceptance.

                                           /s/ Lee Siew Kuan
- -----------------------------------------------------------------
Name of authorized signatory      :        Mrs Lee Siew Kuan
Designation                       :        Director of Logistics

For and on behalf of
TRIO-TECH INTERNATIONAL PTE LTD
In the presence of

                                           /s/ Ms Betty Ang
- -----------------------------------------------------------------
Name of witness                   :        Ms Betty Ang
NRIC No.                          :        S6945849A

[ ] REGIONAL HEAD OFFICE : 1008 Toa Payoh North #03-09 Singapore 318996
    Tel: 62553300 Fax: 62596355



                                        1

                                                                      [JTC LOGO]
                                                                     CORPORATION

PLEASE QUOTE OUR REFERENCE WHEN REPLYING         JTC CORPORATION
OUR REF: JTC(L) 3729/199 TEMP 7                  The JTC Summit
                                                 8 Jurong Town Hall Road
18 MARCH 2004                                    Singapore 609434

TRIO-TECH INTERNATIONAL PTE LTD                  customer service
5 KIAN TECK ROAD                                 hotline          1800 568 7000
SINGAPORE(628765)                                main line        (65) 6560 0056
                                                 facsimile        (65) 6565 5301
(ATTENTION: BETTY YANG)                          website          www.jtc.gov.sg

                                                 BY LOCAL URGENT MAIL


Dear Sirs,

OFFER OF TENANCY FOR FLATTED FACTORY SPACE

1     We are pleased to offer a tenancy of the Premises subject to the
      covenants, terms and conditions in the annexed Memorandum of Tenancy No.
      27.09 ("the MT") and in this letter (collectively called "the Offer").

2     2.1   THE PREMISES:

            Private Lot A0618401 also known as Unit #04-17 ("the Premises") in
            BLK 1004 TOA PAYOH NORTH ("the Building") in the TOA PAYOH NORTH
            INDUSTRIAL ESTATE SINGAPORE 318995 as delineated and edged in red on
            the plan attached to the Offer.

      2.2   TERM OF TENANCY:

            3 years ("the Term") with effect from 1 JUNE 2004 ("the Commencement
            Date").

      2.3   TENANCY:

            (a)   Your due acceptance of the Offer in accordance with Clause 3
                  of this letter shall, together with the Offer, constitute a
                  binding tenancy agreement ("the Tenancy").

            (b)   In the event of any inconsistency or conflict between any
                  covenant, term or condition of this letter and the MT, the
                  relevant covenant, term or condition in this letter shall
                  prevail.

      2.4   AREA:

            Approximately 93.5 SQUARE METRES ("the Area").



                                       2

                                                                      [JTC LOGO]

2.5   RENT:

      $9.95 PER SQUARE METRE PER MONTH ("Rent") on the Area, to be paid without
      demand and in advance without deduction on the 1st day of each month of
      the year (i.e. 1st of January, February, March, etc.). After your first
      payment is made in accordance with Clause 3 of this letter and the
      attached Payment Table, the next payment shall be made on 01 JULY 2004.

2.6   SERVICE CHARGE:

      $2.25 PER SQUARE METRE PER MONTH ("Service Charge") on the Area as charges
      for services rendered by us, payable by way of additional and further rent
      without demand on the same date and in the same manner as the Rent,
      subject to our revision from time to time.

2.7   SECURITY DEPOSIT/BANKER'S GUARANTEE:

      Ordinarily we would require a tenant to lodge with us a security deposit
      equivalent to THREE (3) MONTHS' rent and service charge. However, as an
      off-budget measure and as payment by GIRO has been made a condition with
      which you must comply under clause 3 of this letter, you shall, at the
      time of your acceptance of the Offer, be required to place with us a
      deposit equivalent to ONE (1) MONTH'S Rent and Service Charge ("Security
      Deposit") as security against any breach of the covenants, terms and
      conditions in the Tenancy, as follows:

      (a)   The Security Deposit may be in the form of cash or acceptable
            Banker's Guarantee in the form attached (effective from 1 APRIL 2004
            to 31 AUGUST 2007, or such other form of security as we may in our
            absolute discretion permit or accept.

      (b)   The Security Deposit shall be maintained at the same sum throughout
            the Term and shall be repayable to you without interest, or returned
            to you for cancellation, after the termination of the Term (by
            expiry or otherwise) or expiry of the Banker's Guarantee, as the
            case may be, subject to appropriate deductions or payment to us for
            damages or other sums due under the Tenancy.



                                       3

                                                                      [JTC LOGO]

      (c)   If the Service Charge is increased or any deductions are made from
            the Security Deposit, you shall immediately pay the amount of such
            increase or make good the deductions so that the Security Deposit
            shall at all times be equal to ONE (1) MONTH'S Rent and Service
            Charge.

      (d)   If at any time during the Term, your GIRO payment is discontinued,
            then you shall place with us, within two (2) weeks of the date of
            discontinuance of your GIRO payment, the additional sum equivalent
            to TWO (2) MONTHS' Rent and Service Charge, so that the Security
            Deposit shall at all times be equal to THREE (3) MONTHS' Rent and
            Service Charge for the remaining period of the Term.

      (e)   If at any time during the Term the off-budget measure is withdrawn
            you shall, if required in writing by us, also pay to us the
            additional sum equivalent to TWO (2) MONTHS' Rent and Service
            Charge, so that the Security Deposit shall at all times be equal to
            THREE (3) MONTHS' Rent and Service Charge for the remaining period
            of the Term.

2.8   MODE OF PAYMENT:

      (a)   Your first payment to be made with your letter of acceptance in
            accordance with Clause 3 of this letter and the attached Payment
            Table shall be by non-cash mode (eg, Cashier's Order, cheque).

      (b)   Thereafter during the Term, you shall pay Rent, Service Charge and
            GST by Interbank GIRO or any other mode to be determined by us.

      (c)   You have an existing account with us from which we shall deduct the
            aforesaid payments. You are therefore not required to submit a duly
            completed GIRO form as part of the Mode of Due Acceptance. But if
            you wish to have a separate GIRO account to meet the aforesaid
            payments, please complete the GIRO deduction form enclosed.

2.9   AUTHORISED USE:

      You shall use the Premises for the purpose of MANUFACTURE OF
      SEMI-CONDUCTOR ASSEMBLY AND TESTING EQUIPMENT only and for no other
      purpose whatsoever ("the Authorised Use").



                                       4

                                                                      [JTC LOGO]

2.10  APPROVALS:

      The Tenancy is subject to approvals being obtained from the relevant
      governmental and statutory authorities.

2.11  POSSESSION OF PREMISES:

      (a)   Subject to your acceptance of the Offer, keys to the Premises shall
            be made available to you within the period of two (2) months prior
            to the Commencement Date.

      (b)   From the date you accept the keys to the Premises ("Possession
            Date") until the Commencement Date, you shall be deemed a licensee
            upon the same covenants, terms and conditions as in the Tenancy.

      (c)   If you proceed with the Tenancy after the Commencement Date, the
            licence fee payable from the Possession Date to the Commencement
            Date shall be waived ("Rent-Free Period"). Should you fail to so
            proceed, you shall:

            (c1)  remove everything installed by you;

            (c2)  reinstate the Premises to its original state and condition;
                  and

            (c3)  pay us a sum equal to the prevailing market rent payable for
                  the period from the Possession Date up to the date the
                  installations are removed and reinstatement completed to our
                  satisfaction,

            without prejudice to any other rights and remedies we may have
            against you under the Tenancy or at law.

2.12  LOADING CAPACITY:

      (a)   NORMAL (GROUND & NON-GROUND) FLOOR PREMISES:

            You shall comply and ensure compliance with the following
            restrictions:

            (a1)  maximum loading capacity of the goods lifts in the Building;
                  and

            (a2)  maximum floor loading capacity of 10 kiloNewtons per square
                  metre of the Premises on the 04 storey of the Building
                  PROVIDED THAT any such permitted load shall be evenly
                  distributed.



                                       5

                                                                      [JTC LOGO]

2.13  OPTION FOR RENEWAL OF TENANCY:

      (a)   You may within 3 months before the expiry of the Term make a written
            request to us for a further term of tenancy.

      (b)   We may grant you a further term of tenancy of the Premises subject
            to the following:

            (b1)  there shall be no breach of your obligations at the time you
                  make your request for a further term, and at the expiry of the
                  Term;

            (b2)  the duration of the further term shall be mutually agreed
                  upon;

            (b3)  the rent payable shall be at a revised rate to be determined
                  by us, having regard to the market rent of the Premises at the
                  time of granting the further term. Our determination of the
                  rent shall be final and conclusive; and

            (b4)  the tenancy for the further term shall be upon the same
                  covenants, terms and conditions except for the duration, rent,
                  security deposit (which shall be equivalent to three (3)
                  month's rent and service charge instead of two (2) months),
                  and excluding a covenant for renewal of tenancy.

3     MODE OF DUE ACCEPTANCE:

      The Offer shall lapse if we do not receive the following by 31 MARCH 2004:

      (a)   Duly signed letter of acceptance (IN DUPLICATE) of the Offer, in the
            form set out in the LETTER OF ACCEPTANCE attached. (PLEASE DATE AS
            REQUIRED IN YOUR LETTER OF ACCEPTANCE)

      (b)   Payment of the sum set out in the PAYMENT TABLE attached.

      (c)   Duly completed GIRO authorization form.



                                       6

                                                                      [JTC LOGO]

4     Please note that payments made prior to your giving us the other items
      listed above may be cleared by and credited by us upon receipt. However,
      if those other items are not forthcoming from you within the time
      stipulated herein, the Offer shall lapse and there shall be no contract
      between you and us arising hereunder. Any payments received shall then be
      refunded to you without interest and you shall have no claim of whatsoever
      nature against us.

5     RENT-FREE PERIOD:

      As the Commencement Date will not be deferred, we advise you to accept the
      Offer as soon as possible and to collect the keys to the Premises on the
      scheduled date in order to maximize the Rent-Free Period referred to in
      Clause 2.11(c) of this letter.

6     VARIATION TO THE TENANCY:

      Any variation, modification, amendment, deletion, addition or otherwise of
      the Offer shall not be enforceable unless agreed by both parties and
      reduced in writing by us. No terms or representation or otherwise, whether
      expressed or implied, shall form part of the Offer other than what is
      contained herein.

7     CAR-PARKING SCHEME:

      The carpark for BLK 1004 TOA PAYOH NORTH is currently managed by P-PARKING
      INTERNATIONAL PTE LTD and you will have to observe and be bound by all the
      rules and regulations governing the use and operation of the carpark. You
      are requested to contact:

                                736B GEYLANG ROAD
                                SINGAPORE 389647
                                  TEL: 67494119
                                  FAX: 67493689

      on your use of the carpark.

8     ELECTRICITY CONNECTION:

      Upon your acceptance of the Offer, you are advised to proceed
      expeditiously to engage a registered electrical consultant or competent
      contractor to submit three sets of electrical single-line diagrams to and
      in accordance with the requirements of our Property Support Department of
      our Customer Services Group at JTC East Zone Office, for endorsement
      before an application is made to the Power Supply Pte Ltd to open an
      account for electricity connection.



                                       7

                                                                      [JTC LOGO]

      Please, therefore, contact the Property Support Department at #05-01 Blk
      25 Kallang Avenue, Kallang Basin Industrial Estate Singapore 339416 direct
      for their requirements.

9     To guide and assist you, we enclose a SCHEDULE OF STATUTORY CONTROLS for
      Flatted Factory Occupants.

Yours faithfully

/s/ YEW PONG LOH
- ----------------
YEW PONG LOH

INDUSTRIAL DEVELOPMENT (HIGH-RISE) DEPARTMENT
INDUSTRIAL PARKS DEVELOPMENT GROUP
JTC CORPORATION
DID: 68833411
FAX: 68855901
Email: YEWPONG@JTC.GOV.SG

ENCS:

[x] Payment Table                [x] GIRO Form(s)           [x] Specimen BG Plan

[x] Specimen Acceptance Form     [x] MT No. 27.09

[x] Schedule of Statutory Controls (SC2)]




                                       8

                                                                      [JTC LOGO]

                                  PAYMENT TABLE

PREMISES: PRIVATE LOT A0618401 UNIT #04-17 BLK 1004 TOA PAYOH NORTH TOA PAYOH
NORTH INDUSTRIAL ESTATE SINGAPORE 628765



                                                      AMOUNT               +5% GST
                                              -----------------------      -------
                                                                  
Rent at $9.95 per square metre
per month on 93.5 square metres
for the period 1 JUNE 2004 to 30
JUNE 2004                                     $ 930.33                      $46.52

$2.25 per square metre per month
on 93.5 square metres for the
period 1 JUNE 2004 to 30 JUNE
2004                                          $ 210.38                      $10.52

Total Rent Payable (inclusive of
Service Charge)                                              $1140.70       $57.04

SECURITY DEPOSIT equivalent to
three (3) months' Rent and
Service Charge (in cash or
Banker's Guarantee provided in
accordance with Clause 2.7 of
this letter)                                  $3422.10

Less:
Equivalent of two (2) month's
Rent and Service Charge (re
Off-budget Measure and GIRO)                  $2281.40       $1140.70




                                       9

                                                                      [JTC LOGO]

                                                                   
STAMP FEE payable on Letter of
Acceptance (which we will stamp on
your behalf)

Note: If the Letter is not
returned to us within 14 days of
the date of the Letter, you will
have to pay penalty on the stamp
duty which is imposed by Stamp
Duty Office of IRAS.                                         $ 112.00

Sub-Total Payable                                            $2393.41       $57.04

ADD: GST @ 5%                                                $  57.04

Total Payable inclusive of GST                               $2450.45






[TRIO-TECH LOGO]      TRIO-TECH                                      LOS ANGELES
                    INTERNATIONAL                                    SAN JOSE
                   PRIVATE LIMITED                                   DUBLIN
                                                                     SINGAPORE
                                                                     PENANG
                                                                     BANGKOK

26 March 2004

Industrial Development (High-Rise) Department
JTC Corporation
The JTC Summit
8 Jurong Town Hall Road
Singapore 609434

Attn : Loh Yew Pong

ACCEPTANCE OF OFFER OF TENANCY FOR THE PREMISES AT UNIT #04-17 BLK 1004 TOA
PAYOH NORTH TOA PAYOH NORTH INDUSTRIAL ESTATE SINGAPORE 318995

We refer to your letter of offer dated 18 March 2004 for the Tenancy and hereby
confirm our acceptance of all the covenants, terms and conditions of the Offer.

We are currently on GIRO, thus we enclose herewith a cheque for the amount of
$1309.75 and a Banker's/Insurance Guarantee for the amount of S$1140.70 (1
month's rental and service charge) as security deposit as confirmation of our
acceptance.

                                              /s/ Lee Siew Kuan
- --------------------------------------------------------------------------------
Name of authorized signatory          :       Mrs Lee Siew Kuan
Designation                           :       Director of Logistics

For and on behalf of
TRIO-TECH INTERNATIONAL PTE LTD
In the presence of

                                              /s/ Betty Ang
- --------------------------------------------------------------------------------
Name of witness                       :       Ms Betty Ang
NRIC No.                              :       S6945849A

[ ] [ILLEGIBLE]



                              [THE GMP GROUP LOGO]

5% rebate granted! However, this Sum is being used to offset the differential in
rental between # 04 - 17 and # 03 - 17 which Trio-Tech had agreed to pay for
next 3 years, in agreement to the initial taker of # 04 - 17.



                                              SPECIMEN BANK'S/FINANCE COMPANY'S/
                                              INSURANCE COMPANY'S GUARANTEE FORM

                                    GUARANTEE
                       (Please use guarantor's letterhead)

TO: JTC CORPORATION
    THE JTC SUMMIT
    8 JURONG TOWN HALL ROAD
    SINGAPORE 609434

WHEREAS:

[TRIO-TECH INTERNATIONAL PTE LTD] of [5 KIAN TECK ROAD - SINGAPORE 628765] ("the
Tenant") is a tenant of the premises known as [UNIT #04-17 BLK 1004 TOA PAYOH
NORTH TOA PAYOH NORTH INDUSTRIAL ESTATE SINGAPORE 318995] ("the Premises")
pursuant to a letter of offer dated [18 MARCH 2004] from you to and duly
accepted by the Tenant ("the Tenancy", which expression shall include any
written amendments made to the Tenancy from time to time).

IN CONSIDERATION OF your agreeing to grant the Tenancy and pursuant to a term of
the Tenancy, we, the undersigned, hereby unconditionally undertake to pay to you
from time to time on first demand the sum or aggregate sums not exceeding [$
________] ("the Full Guaranteed Sum") if accompanied by your statement that the
Tenant is in breach of any of the Tenant's Obligations to you under the Tenancy
and that the amount demanded is due and payable to you and remains unpaid
Provided That our liability under this Guarantee shall not exceed the Full
Guaranteed Sum.

Our liability under this Guarantee shall be that of a principal debtor and not
by way of surety and such liability shall not be discharged or affected by any
event, act or omission whereby our liability would have been discharged if we
had been a surety.

This Guarantee is valid from [1 APRIL 2004] and shall expire on [31 AUGUST 2007]
("the expiry date") and our liability hereunder shall cease in respect of any
claims made after the expiry date.

Notwithstanding that this Guarantee may not have expired, our liability
hereunder shall cease forthwith upon our paying to you the Full Guaranteed Sum
to be held by you as a security deposit under the Tenancy.

Date : _____________________

[SIGNATURE, NAMES AND DESIGNATIONS OF AUTHORISED SIGNATORIES OF BANK/FINANCE
COMPANY/INSURANCE COMPANY AND RUBBER STAMP OF BANK/FINANCE COMPANY/INSURANCE
COMPANY]

BG(Security Deposit)/Tenancy/13.014/June 2002/Lg FF RV team

EX-10.28

                                       1

                                                                   EXHIBIT 10.28

                                                                      [JTC LOGO]
                                                                     CORPORATION

PLEASE QUOTE OUR REFERENCE WHEN REPLYING
OUR REF: JTC(L) 3729/199 TEMP 9

28 APRIL 2004                                           JTC CORPORATION
                                                        The JTC Summit
TRIO-TECH INTERNATIONAL PTE LTD                         B Jurong Town Hall Road
1008 TOA PAYOH NORTH                                    Singapore 609434
#03-09
SINGAPORE(318996)                                       telephone (65) 6560 0056
                                                        facsimile (65) 6565 5301
                                                        web site  www.jtc.gov.sg

                                                        REGISTERED
(ATTENTION : BETTY YANG)

Dear Sirs

OFFER OF TENANCY FOR FLATTED FACTORY SPACE AT UNIT #03-08/09/10, BLK 1004, TOA
PAYOH NORTH, TOA PAYOH NORTH INDUSTRIAL ESTATE SINGAPORE 318995

1.    Thank you for your letter of acceptance dated 26 MARCH 2004 payment of
      $3689.15 and your Banker's Guarantee. We enclose the ORIGINAL STAMPED
      LETTER OF ACCEPTANCE for your retention. Kindly address all future
      correspondence concerning rental and other charges directly to:

      JTC CORPORATION
      THE JTC SUMMIT
      8 JURONG TOWN HALL ROAD
      SINGAPORE 609434
      ATTN: BILLING & COLLECTION SECTION
            CUSTOMER SERVICES GROUP
      TEL: 1800-5687000                        FAX:68855907

2.    Please submit the required plans as tabulated below for the approval and
      endorsement in accordance with our offer of tenancy dated 22 MARCH 2004.



 PLANS/ DOCUMENTS                         CONTACT PERSON/
TO BE SUBMITTED BY                       TELEPHONE NO FOR
 YOUR COMPANY          DEPARTMENT      ENQUIRY/CLARIFICATION    REMARKS
 ------------          ----------      ---------------------    -------
                                                       
 -  Type of plans       BUILDING          Mr Foo See Keong       Engage
 -  Factory             CONTROL UNIT      Tel 688551 69          registered
    layout              JTC                                      consultants for
                        8 Jurong
                        Town Hall
                        Road
                        Singapore
                        609434
                        (Relevant
                        JTC's
                        contacts are
                        given in para
                        4 below)





                                       3

                                                                      [JTC LOGO]

3.    We would appreciate it if you could inform us of your latest corresponding
      address, telephone and facsimile numbers.

4.    If you encounter any problems during your tenancy, please contact myself
      or MR LIM TIAN SIONG (ASSISTANT MANAGER LEASE MANAGEMENT) at Tel No.
      68833717.

Yours Faithfully

/s/ YEW PONG LOH
- ----------------
YEW PONG LOH

INDUSTRIAL DEVELOPMENT (HIGH-RISE) DEPARTMENT
INDUSTRIAL PARKS DEVELOPMENT GROUP
JTC CORPORATION

DID      :  68833411
FAX      :  68855901
Email    :  YEWPONG@JTC.GOV.SG

Attd: 1) Original Stamped letter of acceptance



[TRIO-TECH LOGO]                     TRIO-TECH                       LOS ANGELES
                                   INTERNATIONAL                     SAN JOSE
                                  PRIVATE LIMITED                    DUBLIN
                                                                     SINGAPORE
                                                                     PENANG
                                                                     BANGKOK

26 March 2004

Industrial Development (High-Rise) Department
JTC Corporation                                      Stamp duty accounted to
The JTC Summit                                   Commissioner of Stamp Duties on
8 Jurong Town Hall Road                                    23 APR 2004
Singapore 609434                                     Jurong Town Corporation

Attn : Loh Yew Pong

ACCEPTANCE OF OFFER OF TENANCY FOR THE PREMISES AT UNIT 03-08/09/10 BLK 1004
TOA PAYOH NORTH TOA PAYOH NORTH INDUSTRIAL ESTATE SINGAPORE 318995

We refer to your letter of offer dated 22 March 2004 for the Tenancy and hereby
confirm our acceptance of all the covenants, terms and conditions of the Offer.

We are currently on GIRO, thus we enclose herewith a cheque for the amount of
$3689.15 and a Banker's/Insurance Guarantee for the amount of S$3216.33 (1
month's rental and service charge) as security deposit as confirmation of our
acceptance.

                                                    /s/ Lee Siew Kuan
- --------------------------------------------------------------------------
Name of authorized signatory               :         Mrs Lee Siew Kuan
Designation                                :         Director of Logistics

For and on behalf of
TRIO-TECH INTERNATIONAL PTE LTD
In the presence of

                                                    /s/ Betty Ang
- ---------------------------------------------------------------------
Name of witness                            :        Ms Betty Ang
NRIC No.                                   :        S6945849A

[ ] REGIONAL HEAD OFFICE : 1008 Toa Payoh North #03-09 Singapore 318996
    Tel: 62653300 Fax: 62596355



                                        1

                                                                     [ILLEGIBLE]

                                                                      [JTC LOGO]
                                                                     CORPORATION
PLEASE QUOTE OUR REFERENCE WHEN REPLYING
OUR REF: JTC(L) 3729/199 TEMP 9

22 MARCH 2004                                    JTC CORPORATION
                                                 The JTC Summit
                                                 8 Jurong Town Hall Road
                                                 Singapore 609434

                                                 customer
TRIO-TECH INTERNATIONAL PTE LTD                  service hotline  1800  568 7000
5 KIAN TECK ROAD                                 main line        (65) 6560 0056
SINGAPORE(628765)                                facsimile        (65) 6565 5301
                                                 website          www.jtc.gov.sg

                                                 BY LOCAL URGENT MAIL

(ATTENTION : BETTY YANG)

Dear Sirs,

OFFER OF TENANCY FOR FLATTED FACTORY SPACE

1     We are pleased to offer a tenancy of the Premises subject to the
      covenants, terms and conditions in the annexed Memorandum of Tenancy No.
      27.09 ("the MT") and in this letter (collectively called "the Offer").

2.    2.1   THE PREMISES:

            Private Lot A0618403 also known AS Unit #03-08/09/10 ("the
            Premises") in BLK 1004 TOA PAYOH NORTH ("the Building") in the TOA
            PAYOH NORTH INDUSTRIAL ESTATE SINGAPORE 318995 as delineated and
            edged in red on the plan attached to the Offer.

      2.2   TERM OF TENANCY:

            3 years ("the Term") with effect from 1 JUNE 2004 ("the Commencement
            Date").



                                        2

                                                                      [JTC LOGO]

      2.3   TENANCY:

            (a)   Your due acceptance of the Offer in accordance with Clause 3
                  of this letter shall, together with the Offer, constitute a
                  binding tenancy agreement ("the Tenancy").

            (b)   In the event of any inconsistency or conflict between any
                  covenant, term or condition of this letter and the MT, the
                  relevant covenant, term or condition in this letter shall
                  prevail.

      2.4   AREA:

            Approximately 274.9 SQUARE METRES ("the Area").

      2.5   RENT:

            DISCOUNTED RENT

            (a)   Discounted rate of Dollars $9.45 per square metre per month on
                  the Area, for so long as you shall occupy by way of tenancy an
                  aggregate floor area of 5,000 to 9,999 square metres in the
                  Building or in the various flatted factories belonging to us;
                  and

            (b)   Normal rate of Dollars $9.95 per square metre per month on the
                  Area, in the event that the said aggregate floor area occupied
                  is at any time reduced to below 1,000 square metres (when the
                  discount shall be totally withdrawn) with effect from the date
                  of reduction in the said aggregate floor area,

                  2nd-tier discount rebate 5%

                  ("Rent") to be paid without demand and in advance without
                  deduction on the 1st day of each month of the year (i.e. 1st
                  of January, February, March, etc.). After your first payment
                  is made in accordance with Clause 3 of this letter and the
                  attached Payment Table, the next payment shall be made on 01
                  JULY 2004.

      2.6   SERVICE CHARGE:

            $2.25 PER SQUARE METRE PER MONTH ("Service Charge") on the Area as
            charges for services rendered by us, payable by way of additional
            and further rent without demand on the same date and in the same
            manner as the Rent, subject to our revision from time to time.



                                        3

                                                                      [JTC LOGO]

      2.7   SECURITY DEPOSIT/BANKER'S GUARANTEE:

            Ordinarily we would require a tenant to lodge with us a security
            deposit equivalent to THREE (3) MONTHS' rent and service charge.
            However, as an off-budget measure and as payment by GIRO has been
            made a condition with which you must comply under clause 3 of this
            letter, you shall, at the time of your acceptance of the Offer,
            place with us a deposit equivalent to ONE (1) MONTH'S Rent (at the
            discounted rate) and Service Charge ("Security Deposit") as security
            against any breach of the covenants, terms and conditions in the
            Tenancy, as follows:

            (a)   The Security Deposit may be in the form of cash or acceptable
                  Banker's Guarantee in the form attached (effective from 1
                  APRIL 2004 to 31 AUGUST 2007), or such other form of security
                  as we may in our absolute discretion permit or accept.

            (b)   The Security Deposit shall be maintained at the same sum
                  throughout the Term and shall be repayable to you without
                  interest, or returned to you for cancellation, after the
                  termination of the Term (by expiry or otherwise) or expiry of
                  the Banker's Guarantee, as the case may be, subject to
                  appropriate deductions or payment to us for damages or other
                  sums due under the Tenancy.

            (c)   If the Rent at the discounted rate is increased to the normal
                  rate, or Service Charge is increased, or any deductions are
                  made from the Security Deposit, you shall immediately pay the
                  amount of such increase or make good the deductions so that
                  the Security Deposit shall at all times be equal to ONE (1)
                  MONTH'S Rent (at the normal or discounted rate, as the case
                  may be) and Service Charge.

            (d)   If at any time during the Term, your GIRO payment is
                  discontinued, then you shall place with us, within two (2)
                  weeks of the date of discontinuance of your GIRO payment, the
                  additional sum equivalent to TWO (2) MONTHS' Rent and Service
                  Charge, so that the Security Deposit shall at all times be
                  equal to three (3) months' Rent (at the normal or discounted
                  rate, as the case may be) and Service Charge for the remaining
                  period of the Term.



                                        4

                                                                      [JTC LOGO]

            (e)   If at any time during the Term the off-budget measure is
                  withdrawn you shall, if required in writing by us, also pay to
                  us the additional sum equivalent to TWO (2) MONTHS' Rent and
                  Service Charge, so that the Security Deposit shall at all
                  times be equal to THREE (3) MONTHS' Rent (at the normal or
                  discounted rate, as the case may be) and Service Charge for
                  the remaining period of the Term.

      2.8   MODE OF PAYMENT:

            (a)   Your first payment to be made with your letter of acceptance
                  in accordance with Clause 3 of this letter and the attached
                  Payment Table shall be by non-cash mode (eg, Cashier's Order,
                  cheque).

            (b)   Thereafter during the Term, you shall pay Rent, Service Charge
                  and GST by Interbank GIRO or any other mode to be determined
                  by us.

            (c)   You have an existing account with us from which we shall
                  deduct the aforesaid payments. You are therefore not required
                  to submit a duly completed GIRO form as part of the Mode of
                  Due Acceptance. But if you wish to have a separate GIRO
                  account to meet the aforesaid payments, please complete the
                  GIRO deduction form enclosed.

      2.9   AUTHORISED USE:

            You shall use the Premises for the purpose of MANUFACTURE OF
            SEMICONDUCTOR ASSEMBLY AND TESTING EQUIPMENT. only and for no other
            purpose whatsoever ("the Authorised Use").

      2.10  APPROVALS:

            The Tenancy is subject to approvals being obtained from the relevant
            governmental and statutory authorities.



                                        5

                                                                      [JTC LOGO]

      2.11  POSSESSION OF PREMISES:

            (a)   Subject to your acceptance of the Offer, keys to the Premises
                  shall be made available to you within the period of two (2)
                  months prior to the Commencement Date.

            (b)   From the date you accept the keys to the Premises ("Possession
                  Date") until the Commencement Date, you shall be deemed a
                  licensee upon the same covenants, terms and conditions as in
                  the Tenancy.

            (c)   If you proceed with the Tenancy after the Commencement Date,
                  the licence fee payable from the Possession Date to the
                  Commencement Date shall be waived ("Rent-Free Period"). Should
                  you fail to so proceed, you shall:

                  (c1)  remove everything installed by you;

                  (c2)  reinstate the Premises to its original state and
                        condition; and

                  (c3)  pay us a sum equal to the prevailing market rent payable
                        for the period from the Possession Date up to the date
                        the installations are removed and reinstatement
                        completed to our satisfaction,

                  without prejudice to any other rights and remedies we may have
                  against you under the Tenancy or at law.

      2.12  LOADING CAPACITY:

            (a)   NORMAL (GROUND & NON-GROUND) FLOOR PREMISES:

                  You shall comply and ensure compliance with the following
                  restrictions:

                  (a1)  maximum loading capacity of the goods lifts in the
                        Building; and

                  (a2)  maximum floor loading capacity of 15 kiloNewtons per
                        square metre of the Premises on the 03 storey of the
                        Building PROVIDED THAT any such permitted load shall be
                        evenly distributed.



                                        6

                                                                      [JTC LOGO]

      2.13  OPTION FOR RENEWAL OF TENANCY:

            (a)   You may within 3 months before the expiry of the Term make a
                  make a written request to us for a further term of tenancy.

            (b)   We may grant you a further term of tenancy of the Premises
                  subject to the following:

                  (b1)  there shall be no breach of your obligations at the time
                        you make your request for a further term, and at the
                        expiry of the Term;

                  (b2)  the duration of the further term shall be mutually
                        agreed upon;

                  (b3)  the rent payable shall be at a revised rate to be
                        determined by us, having regard to the market rent of
                        the Premises at the time of granting the further term.
                        Our determination of the rent shall be final and
                        conclusive; and

                  (b4)  the tenancy for the further term shall be upon the same
                        covenants, terms and conditions except for the duration,
                        rent, security deposit (which shall be equivalent to
                        three (3) month's rent and service charge instead of two
                        (2) months), and excluding a covenant for renewal of
                        tenancy.

3     MODE OF DUE ACCEPTANCE:

      The Offer shall lapse if we do not receive the following by 31 MARCH 2004:

      (a)   Duly signed letter of acceptance (IN DUPLICATE) of the Offer, in the
            form set out in the LETTER OF ACCEPTANCE attached. (PLEASE DATE AS
            REQUIRED IN YOUR LETTER OF ACCEPTANCE)

      (b)   Payment of the sum set out in the PAYMENT TABLE attached.

      (c)   Duly completed GIRO authorization form.



                                        7

                                                                      [JTC LOGO]

4.    Please note that payments made prior to your giving us the other items
      listed above may be cleared by and credited by us upon receipt. However,
      if those other items are not forthcoming from you within the time
      stipulated herein, the Offer shall lapse and there shall be no contract
      between you and us arising hereunder. Any payments received shall then be
      refunded to you without interest and you shall have no claim of whatsoever
      nature against us.

5.    RENT-FREE PERIOD:

      As the Commencement Date will not be deferred, we advise you to accept the
      Offer as soon as possible and to collect the keys to the Premises on the
      scheduled date in order to maximize the Rent-Free Period referred to in
      Clause 2.11(c) of this letter.

6     VARIATION TO THE TENANCY:

      Any variation, modification, amendment, deletion, addition or otherwise of
      the Offer shall not be enforceable unless agreed by both parties and
      reduced in writing by us. No terms or representation or otherwise, whether
      expressed or implied, shall form part of the Offer other than what is
      contained herein.

7     CAR-PARKING SCHEME:

      The carpark for BLK 1004 TOA PAYOH NORTH is currently managed by P-PARKING
      INTERNATIONAL PTE LTD and you will have to observe and be bound by all the
      rules and regulations governing the use and operation of the carpark. You
      are requested to contact:

                                736B GEYLANG ROAD
                                 SINGAPORE 389647
                                  TEL: 67494119
                                  FAX: 67493689

      on your use of the carpark.



                                        8

                                                                      [JTC LOGO]

8     ELECTRICITY CONNECTION:

      Upon your acceptance of the Offer, you are advised to proceed
      expeditiously to engage a registered electrical consultant or competent
      contractor to submit three sets of electrical single-line diagrams to and
      in accordance with the requirements of our Property Support Department of
      our Customer Services Group at JTC East Zone Office, for endorsement
      before an application is made to the Power Supply Pte Ltd to open an
      account for electricity connection.

      Please, therefore, contact the Property Support Department at #05-01 Blk
      25 Kallang Avenue, Kallang Basin Industrial Estate Singapore 339416 direct
      for their requirements.

9     To guide and assist you, we enclose a SCHEDULE OF STATUTORY CONTROLS for
      Flatted Factory Occupants.

Yours faithfully

/s/ YEW PONG LOH
- ----------------
YEW PONG LOH

INDUSTRIAL DEVELOPMENT (HIGH-RISE) DEPARTMENT
INDUSTRIAL PARKS DEVELOPMENT GROUP
JTC CORPORATION
DID: 68833411
FAX: 68855901
Email: YEWPONG@JTC.GOV.SG

ENCS:

[x] Payment Table                 [x] GIRO Form(s)        [x] Specimen BG Plan

[x] Specimen Acceptance Form      [x] MT No. 27.09

[x] Schedule of Statutory Controls (SC2)]



                                        9

                                                                      [JTC LOGO]

                                  PAYMENT TABLE

PREMISES: PRIVATE LOT A0618403 UNIT #03/08/09/10 BLK 1004 TOA PAYOH NORTH TOA
PAYOH NORTH INDUSTRIAL ESTATE SINGAPORE 628765



                                                        AMOUNT                       +5% GST
                                                ----------------------               -------
                                                                            
Rent at $9.45 per square metre per
month on 274.9 square metres for
the period 1 JUNE 2004 to 30 JUNE
2004                                            $2597.81                             $129.89

$2.25 per square metre per month on
274.9 square metres for the period
1 JUNE 2004 to 30 JUNE 2004                     $ 618.53                             $ 30.93

Total Rent Payable (inclusive of
Service Charge)                                                $3216.33              $160.82

SECURITY DEPOSIT equivalent to
three (3) months' Rent and Service
Charge (in cash or Banker's
Guarantee provided in accordance
with Clause 2.7 of this letter)                 $9648.99

Less:
Equivalent of two (2) month's Rent
and Service Charge (re Off-budget
Measure and GIRO)                               $6432.66       $3216.33




                                       10

                                                                      [JTC LOGO]

                                                                            
STAMP FEE payable on Letter
of Acceptance (which we will
stamp on your behalf)

Note: If the Letter is not
returned to us within 14 days of
the date of the Letter, you will have
to pay penalty on the stamp duty which
is imposed by Stamp Duty Office of IRAS.                       $ 312.00

Sub-Total Payable                                              $6744.66              $160.82

ADD: GST @ 5%                                                  $ 160.82

Total Payable inclusive of GST                                 $6905.48





[TRIO-TECH LOGO]                     TRIO-TECH                       LOS ANGELES
                                   INTERNATIONAL                     SAN JOSE
                                  PRIVATE LIMITED                    DUBLIN
                                                                     SINGAPORE
                                                                     PENANG
                                                                     BANGKOK

26 March 2004

Industrial Development (High-Rise) Department
JTC Corporation
The JTC Summit
8 Jurong Town Hall Road
Singapore 609434

Attn : Loh Yew Pong

ACCEPTANCE OF OFFER OF TENANCY FOR THE PREMISES AT UNIT 03-08/09/10 BLK 1004
TOA PAYOH NOBTH TOA PAYOH NORTH INDUSTRIAL ESTATE SINGAPORE 318995

We refer to your letter of offer dated 22 March 2004 for the Tenancy and hereby
confirm our acceptance of all the covenants, terms and conditions of the Offer.

We are currently on GIRO, thus we enclose herewith a cheque for the amount of
$3689.15 and a Banker's/Insurance Guarantee for the amount of S$3216.33 (1
month's rental and service charge) as security deposit as confirmation of our
acceptance.

                                                    /s/ Lee Siew Kuan
- -------------------------------------------------------------------------
Name of authorized signatory                :       Mrs Lee Siew Kuan
Designation                                 :       Director of Logistics

For and on behalf of
TRIO-TECH INTERNATIONAL PTE LTD
In the presence of

                                                    /s/ Betty Ang
- ------------------------------------------------------------------------
Name of witness                             :       Ms Betty Ang
NRIC No.                                    :       S6945849A

[ ] REGIONAL HEAD OFFICE : 1008 Toa Payoh North #03-09 Singapore 318996
    Tel: 62653300 Fax: 62596355



                              [THE GMP GROUP LOGO]

               5% rebate granted! See page 2 of Letter of Offer.

                               www.gmprecruit.com
             1 Scotts Road #22-01/03 Shaw Centre, Singapore 228208
          Tel: 6736 2022 - Fax: 6736 2155 - Email: info@gmprecruit.com



                                              SPECIMEN BANK'S/FINANCE COMPANY'S/
                                              INSURANCE COMPANY'S GUARANTEE FORM

                                    GUARANTEE
                       (Please use guarantor's letterhead)

 TO: JTC CORPORATION
     THE JTC SUMMIT
     8 JURONG TOWN HALL ROAD
     SINGAPORE 609434

WHEREAS:

[TRIO-TECH INTERNATIONAL PTE LTD] of [5 KIAN TECK ROAD - SINGAPORE 628765] ("the
Tenant") is a tenant of the premises known as [UNIT #03-08/09/10 BLK 1004 TOA
PAYOH NORTH TOA PAYOH NORTH INDUSTRIAL ESTATE SINGAPORE 318995] ("the Premises")
pursuant to a letter of offer dated [22 MARCH 2004] from you to and duly
accepted by the Tenant ("the Tenancy", which expression shall include any
written amendments made to the Tenancy from time to time).

IN CONSIDERATION OF your agreeing to grant the Tenancy and pursuant to a term of
the Tenancy, we, the undersigned, hereby unconditionally undertake to pay to you
from time to time on first demand the sum or aggregate sums not exceeding
[$___________] ("the Full Guaranteed Sum") if accompanied by your statement that
the Tenant is in breach of any of the Tenant's Obligations to you under the
Tenancy and that the amount demanded is due and payable to you and remains
unpaid Provided That our liability under this Guarantee shall not exceed the
Full Guaranteed Sum.

Our liability under this Guarantee shall be that of a principal debtor and not
by way of surety and such liability shall not be discharged or affected by any
event, act or omission whereby our liability would have been discharged if we
had been a surety.

This Guarantee is valid from [1 APRIL 2004] and shall expire on [31 AUGUST 2007]
("the expiry date") and our liability hereunder shall cease in respect of any
claims made after the expiry date.

Notwithstanding that this Guarantee may not have expired, our liability
hereunder shall cease forthwith upon our paying to you the Full Guaranteed Sum
to be held by you as a security deposit under the Tenancy.

Date:____________________

[SIGNATURE, NAMES AND DESIGNATIONS OF AUTHORISED SIGNATORIES OF BANK/FINANCE
COMPANY/INSURANCE COMPANY AND RUBBER STAMP OF BANK/FINANCE COMPANY/INSURANCE
COMPANY]

BG(Security Deposit)/Tenancy/13.014/June 2002/Lg FF RV team

EX-10.29

                                                                   EXHIBIT 10.29

[TRIO-TECH LOGO]                    TRIO-TECH                      LOS ANGELES
                                  INTERNATIONAL                    SAN JOSE
                                 PRIVATE LIMITED                   DUBLIN
                                                                   SINGAPORE
                                                                   PENANG
                                                                   BANGKOK

27 April 2004

Industrial Development (High-Rise) Department
JTC Corporation
The JTC Summit
8 Jurong Town Hall Road
Singapore 609434

Attn: Soon Thiam Cheng

ACCEPTANCE OF OFFER OF TENANCY FOR THE PREMISES AT UNIT #02-17 BLK 1008 TOA
PAYOH NORTH TOA PAYOH NORTH INDUSTRIAL ESTATE SINGAPORE 318996

We refer to your letter of offer dated 19 April 2004 for the Tenancy and hereby
confirm our acceptance of all the covenants, terms and conditions of the Offer.

We are currently on GIRO, thus we enclose herewith a cheque for the amount of
$1086.65 and a Banker's/Insurance Guarantee for the amount of S$945.38 (1
month's rental and service charge) as security deposit as confirmation of our
acceptance.

                                         /s/ Lee Siew Kuan
- -------------------------------------------------------------------
Name of authorized signatory :           Mrs Lee Siew Kuan
Designation                  :           Director of Logistics

For and on behalf of
TRIO-TECH INTERNATIONAL PTE LTD
In the presence of

                                         /s/ Betty Ang
- -------------------------------------------------------------------
Name of witness              :           Ms Betty Ang
NRIC No.                     :           S6945849A

[ ] REGIONAL HEAD OFFICE  : 1008 Toa Payoh North #03-09 Singapore 318996
    Tel: 62653300 Fax: 62596355


                                       1

PLEASE QUOTE OUR REFERENCE WHEN REPLYING                              [JTC LOGO]
OUR REF: JTC(L) 3601/2506/TEMP 6                                     CORPORATION

19 APRIL 2004

                                                  JTC CORPORATION
                                                  The JTC Summit
TRIO-TECH INTERNATIONAL PTE LTD                   8 Jurong Town Hall Road
1008 TOA PAYOH NORTH                              Singapore 609434
#03-09
SINGAPORE(318996)                                 customer        1800 568 7000
                                                  service hotline
(ATTENTION : BETTY YANG )        RECEIVED         main line       (65) 6560 0056
                               27 APR 2004        facsimile       (65) 6565 5301
                               BY: -------        website         www.jtc.gov.sg

                                                  BY LOCAL URGENT MAIL

Dear Sirs,

OFFER OF TENANCY FOR FLATTED FACTORY SPACE

1     We are pleased to offer a tenancy of the Premises subject to the
      covenants, terms and conditions in the annexed Memorandum of Tenancy No.
      27.09 ("the MT") and in this letter (collectively called "the Offer").

2     2.1   THE PREMISES:

            Private Lot A0618404 also known as Unit #02-17 ("the Premises") in
            BLK 1008 TOA PAYOH NORTH ("the Building") in the TOA PAYOH NORTH
            INDUSTRIAL ESTATE SINGAPORE 318996 as delineated and edged in red on
            the plan attached to the Offer.

      2.2   TERM OF TENANCY:

            3 years ("the Term") with effect from 16 JUNE 2004 ("the
            Commencement Date").

      2.3   TENANCY:

            (a)   Your due acceptance of the Offer in accordance with Clause 3
                  of this letter shall, together with the Offer, constitute a
                  binding tenancy agreement ("the Tenancy").

            (b)   In the event of any inconsistency or conflict between any
                  covenant, term or condition of this letter and the MT, the
                  relevant covenant, term or condition in this letter shall
                  prevail.



                                        2

                                                                      [JTC LOGO]

      2.4   AREA:

            Approximately 77.3 SQUARE METRES ("the Area").

      2.5   RENT:

            RENT [DISCOUNTED RENT]

            (a)   Discounted rate of Dollars $9.98 per square metre per month on
                  the Area, for so long as you shall occupy by way of tenancy an
                  aggregate floor area of 5,000 to 9,999 square metres in the
                  Building or in the various flatted factories belonging to us;
                  and

            (b)   Normal rate of Dollars $10.50 per square metre per month on
                  the Area, in the event that the said aggregate floor area
                  occupied is at any time reduced to below 1,000 square metres
                  (when the discount shall be totally withdrawn) with effect
                  from the date of reduction in the said aggregate floor area,

                  ("Rent") to be paid without demand and in advance without
                  deduction on the 1st day of each month of the year (i.e. 1st
                  of January, February, March, etc.). After your first payment
                  is made in accordance with Clause 3 of this letter and the
                  attached Payment Table, the next payment shall be made on 01
                  JULY 2004.

      2.6   SERVICE CHARGE:

            $2.25 PER SQUARE METRE PER MONTH ("Service Charge") on the Area as
            charges for services rendered by us, payable by way of additional
            and further rent without demand on the same date and in the same
            manner as the Rent, subject to our revision from time to time.



                                       3

                                                                      [JTC LOGO]

      2.7   SECURITY DEPOSIT/BANKER'S GUARANTEE:

            Ordinarily we would require a tenant to lodge with us a security
            deposit equivalent to THREE (3) MONTHS' rent and service charge.
            However, as an off-budget measure and as payment by GIRO has been
            made a condition with which you must comply under clause 3 of this
            letter, you shall, at the time of your acceptance of the Offer,
            place with us a deposit equivalent to ONE (1) MONTH'S Rent (at the
            discounted rate) and Service Charge ("Security Deposit") as security
            against any breach of the covenants, terms and conditions in the
            Tenancy, as follows:

            (a)   The Security Deposit may be in the form of cash or acceptable
                  Banker's Guarantee in the form attached (effective from 16
                  APRIL 2004 to 15 SEPTEMBER 2007 ), or such other form of
                  security as we may in our absolute discretion permit or
                  accept.

            (b)   The Security Deposit shall be maintained at the same sum
                  throughout the Term and shall be repayable to you without
                  interest, or returned to you for cancellation, after the
                  termination of the Term (by expiry or otherwise) or expiry of
                  the Banker's Guarantee, as the case may be, subject to
                  appropriate deductions or payment to us for damages or other
                  sums due under the Tenancy.

            (c)   If the Rent at the discounted rate is increased to the normal
                  rate, or Service Charge is increased, or any deductions are
                  made from the Security Deposit, you shall immediately pay the
                  amount of such increase or make good the deductions so that
                  the Security Deposit shall at all times be equal to ONE (1)
                  MONTH'S Rent (at the normal or discounted rate, as the case
                  may be) and Service Charge.

            (d)   If at any time during the Term, your GIRO payment is
                  discontinued, then you shall place with us, within two (2)
                  weeks of the date of discontinuance of your GIRO payment, the
                  additional sum equivalent to TWO (2) MONTHS' Rent and Service
                  Charge, so that the Security Deposit shall at all times be
                  equal to three (3) months' Rent (at the normal or discounted
                  rate, as the case may be) and Service Charge for the remaining
                  period of the Term.



                                       4

                                                                      [JTC LOGO]

            (e)   If at any time during the Term the off-budget measure is
                  withdrawn you shall, if required in writing by us, also pay to
                  us the additional sum equivalent to TWO (2) MONTHS' Rent and
                  Service Charge, so that the Security Deposit shall at all
                  times be equal to THREE (3) MONTHS' Rent (at the normal or
                  discounted rate, as the case may be) and Service Charge for
                  the remaining period of the Term.

      2.8   MODE OF PAYMENT:

            (a)   Your first payment to be made with your letter of acceptance
                  in accordance with Clause 3 of this letter and the attached
                  Payment Table shall be by non-cash mode (eg, Cashier's Order,
                  cheque).

            (b)   Thereafter during the Term, you shall pay Rent, Service Charge
                  and GST by Interbank GIRO or any other mode to be determined
                  by us.

            (c)   You have an existing account with us from which we shall
                  deduct the aforesaid payments. You are therefore not required
                  to submit a duly completed GIRO form as part of the Mode of
                  Due Acceptance. But if you wish to have a separate GIRO
                  account to meet the aforesaid payments, please complete the
                  GIRO deduction form enclosed.

      2.9   AUTHORISED USE:

            You shall use the Premises for the purpose of MANUFACTURING AND
            ASSEMBLY OF ELECTRONIC EQUIPMENT only and for no other purpose
            whatsoever ("the Authorised Use").

      2.10  APPROVALS:

            The Tenancy is subject to approvals being obtained from the relevant
            governmental and statutory authorities.



                                       5

                                                                      [JTC LOGO]

      2.11  POSSESSION OF PREMISES:

            (a)   Subject to your acceptance of the Offer, keys to the Premises
                  shall be made available to you within the period of two (2)
                  months prior to the Commencement Date.

            (b)   From the date you accept the keys to the Premises ("Possession
                  Date") until the Commencement Date, you shall be deemed a
                  licensee upon the same covenants, terms and conditions as in
                  the Tenancy.

            (c)   If you proceed with the Tenancy after the Commencement Date,
                  the licence fee payable from the Possession Date to the
                  Commencement Date shall be waived ("Rent-Free Period"). Should
                  you fail to so proceed, you shall:

                  (c1)  remove everything installed by you;

                  (c2)  reinstate the Premises to its original state and
                        condition; and

                  (c3)  pay us a sum equal to the prevailing market rent payable
                        for the period from the Possession Date up to the date
                        the installations are removed and reinstatement
                        completed to our satisfaction,

                  without prejudice to any other rights and remedies we may have
                  against you under the Tenancy or at law.

      2.12  LOADING CAPACITY:

            (a)   NORMAL (GROUND & NON-GROUND) FLOOR PREMISES:

                  You shall comply and ensure compliance with the following
                  restrictions :

                  (a1)  maximum loading capacity of the goods lifts in the
                        Building; and

                  (a2)  maximum floor loading capacity of 15 kiloNewtons per
                        square metre of the Premises on the 02 storey of the
                        Building PROVIDED THAT any such permitted load shall be
                        evenly distributed.


                                       6

                                                                      [JTC LOGO]

      2.13  OPTION FOR RENEWAL OF TENANCY:

            (a)   You may within 3 months before the expiry of the Term make a
                  written request to us for a further term of tenancy.

            (b)   We may grant you a further term of tenancy of the Premises
                  subject to the following:

                  (b1)  there shall be no breach of your obligations at the time
                        you make your request for a further term, and at the
                        expiry of the Term;

                  (b2)  the duration of the further term shall be mutually
                        agreed upon;

                  (b3)  the rent payable shall be at a revised rate to be
                        determined by us, having regard to the market rent of
                        the Premises at the time of granting the further term.
                        Our determination of the rent shall be final and
                        conclusive; and

                  (b4)  the tenancy for the further term shall be upon the same
                        covenants, terms and conditions except for the duration,
                        rent, security deposit (which shall be equivalent to
                        three (3) month's rent and service charge instead of two
                        (2) months), and excluding a covenant for renewal of
                        tenancy.

3     MODE OF DUE ACCEPTANCE:

      The Offer shall lapse if we do not receive the following by 26 APRIL 2004:

      (a)   Duly signed letter of acceptance (IN DUPLICATE) of the Offer, in the
            form set out in the LETTER OF ACCEPTANCE attached. (PLEASE DATE AS
            REQUIRED IN YOUR LETTER OF ACCEPTANCE)

      (b)   Payment of the sum set out in the PAYMENT TABLE attached.

      (c)   Duly completed GIRO authorization form.



                                       7

                                                                      [JTC LOGO]

4     Please note that payments made prior to your giving us the other items
      listed above may be cleared by and credited by us upon receipt. However,
      if those other items are not forthcoming from you within the time
      stipulated herein, the Offer shall lapse and there shall be no contract
      between you and us arising hereunder. Any payments received shall then be
      refunded to you without interest and you shall have no claim of whatsoever
      nature against us.

5     RENT-FREE PERIOD:

      As the Commencement Date will not be deferred, we advise you to accept the
      Offer as soon as possible and to collect the keys to the Premises on the
      scheduled date in order to maximize the Rent-Free Period referred to in
      Clause 2.11(c) of this letter.

6     VARIATION TO THE TENANCY:

      Any variation, modification, amendment, deletion, addition or otherwise of
      the Offer shall not be enforceable unless agreed by both parties and
      reduced in writing by us. No terms or representation or otherwise, whether
      expressed or implied, shall form part of the Offer other than what is
      contained herein.

7     CAR-PARKING PARKING:

      The carpark for BLK 1008 TOA PAYOH NORTH is currently managed by P-PARKING
      INTERNATIONAL PTE LTD and you will have to observe and be bound by all the
      rules and regulations governing the use and operation of the carpark. You
      are requested to contact:

                                736B GEYLANG ROAD
                                SINGAPORE 389647
                                  TEL: 67494119
                                  FAX: 67493689

      on your use of the carpark.



                                        8

                                                                      [JTC LOGO]

8     ELECTRICITY CONNECTION:

      Upon your acceptance of the Offer, you are advised to proceed
      expeditiously to engage a registered electrical consultant to submit two
      sets each of electrical single-line diagrams and electrical layout plans
      to and in accordance with the requirements of our FACILITIES MANAGEMENT
      SECTION, OPERATIONS SUPPORT DEPARTMENT OF OUR CUSTOMER SERVICES GROUP, for
      endorsement before an application is made to SP Services Ltd to open an
      account for electricity connection.

      Please contact the Facilities Management Section at BLK 25 KALLANG AVENUE
      #05-02 KALLANG BASIN INDUSTRIAL ESTATE SINGAPORE 339416 for their
      requirements.

9     To guide and assist you, we enclose a SCHEDULE OF STATUTORY CONTROLS for
      Flatted Factory Occupants.

Yours faithfully

/s/ SOON THIAM CHENG
- -----------------------------------
SOON THIAM CHENG

INDUSTRIAL DEVELOPMENT (HIGH-RISE) DEPARTMENT
INDUSTRIAL PARKS DEVELOPMENT GROUP
JTC CORPORATION
DID: 68833431
FAX: 68855899
Email: SOONTHIAM@JTC.GOV.SG

ENCS:

[x] Payment Table               [x] GIRO Form(s)        [x] Specimen BG Plan

[x] Specimen Acceptance Form    [x] MT No. 27.09

[x] Schedule of Statutory Controls (SC2)]



                                       9

                                                                      [JTC LOGO]

                                  PAYMENT TABLE

PREMISES: PRIVATE LOT A0618404 UNIT #02-17 BLK 1008 TOA PAYOH NORTH TOA PAYOH
NORTH INDUSTRIAL ESTATE SINGAPORE 318996



                                                    AMOUNT             +5% GST
                                           -----------------------   ----------
                                                            
Rent at $9.98 per square metre per
month on 77.3 square metres for the
period 16 JUNE 2004 to 15 JULY 2004        $   771.45                $    38.57

$2.25 per square metre per month on
77.3 square metres for the period 16
JUNE 2004 to 15 JULY 2004                  $   173.93                $     8.70

Total Rent Payable (inclusive of
Service Charge)                                         $   945.38   $    47.27

SECURITY DEPOSIT equivalent to
three (3) months' Rent and Service
Charge (in cash or Banker's
Guarantee provided in accordance
with Clause 2.7 of this letter)            $  2836.14

Less:
Equivalent of two (2) month's Rent
and Service Charge (re Off-budget
Measure and GIRO)                          $  1890.76   $   945.38




                                       10

                                                                      [JTC LOGO]

                                                            
STAMP FEE payable on Letter of
Acceptance (which we will stamp on
your behalf)

Note: If the Letter is not
returned to us within 14 days of
the date of the Letter, you will
have to pay penalty on the stamp
duty which is imposed by Stamp Duty
Office of IRAS                                          $    94.00

Sub-Total Payable                                       $  1984.76   $    47.27

ADD: GST @ 5%                                           $    47.27

Total Payable inclusive of GST                          $  2032.03





[SPECIMEN ONLY - Please submit 2 original copies with signatures on your
company's letterhead]

                              LETTER OF ACCEPTANCE

Date : 

INDUSTRIAL DEVELOPMENT (HIGH-RISE) DEPARTMENT
JTC Corporation
The JTC Summit
8 Jurong Town Hall Road
Singapore 609434

ATTN: SOON THIAM CHENG

ACCEPTANCE OF OFFER OF TENANCY FOR THE PREMISES AT UNIT #02-17 BLK 1008 TOA
PAYOH NORTH TOA PAYOH NORTH INDUSTRIAL ESTATE SINGAPORE 318996

1.    We refer to your letter of offer dated 19 APRIL 2004 for the Tenancy and
      hereby confirm our acceptance of all the covenants, terms and conditions
      of the Offer.

*2    We are currently *on GIRO/opting to pay by GIRO, thus we enclose herewith
      a cheque for the amount of $2032.03 (inclusive of 1 month's security
      deposit) as confirmation of our acceptance.

OR

*2    We are currently not on GIRO, thus we enclose herewith a cheque for the
      amount of $3922.79 (inclusive of 3 months' security deposit) as
      confirmation of our acceptance.
OR

*2    We are currently *on GIRO/opting to pay by GIRO, thus we enclose herewith
      a cheque for the amount of $1086.65 and a Banker's/Insurance Guarantee
      for the amount of $945.38 (1 month's rental and service charge) as
      security deposit as confirmation of our acceptance.

OR



                                       2

*2    We are currently not on GIRO, thus we enclose herewith a cheque for the
      amount of $1086.65 and a Banker's/Insurance Guarantee for the amount of
      $2836.14 (3 months' rental and service charge) as security deposit as
      confirmation of our acceptance.

*3    We also enclose herewith a duly completed GIRO authorization form/letter
      of authorization.

_____________________________
Name of authorized signatory:
Designation:

FOR AND ON BEHALF OF:

_______________________________
TRIO-TECH INTERNATIONAL PTE LTD:

IN THE PRESENCE OF:

_______________________________
Name of witness:
NRIC No:

*     PLEASE OMIT IF NOT APPLICABLE

LTTR ACCEPTANCE/PTE LTD/JUNE 2002/LG FF RV TEAM


                                              SPECIMEN BANK'S/FINANCE COMPANY'S/
                                              INSURANCE COMPANY'S GUARANTEE FORM

                                   GUARANTEE
                      (Please use guarantor's letterhead)

TO: JTC CORPORATION
    THE JTC SUMMIT
    8 JURONG TOWN HALL ROAD
    SINGAPORE 609434

WHEREAS:

[TRIO-TECH INTERNATIONAL PTE LTD] of [1008 TOA PAYOH NORTH 03-09 SINGAPORE
318996] ("the Tenant") is a tenant of the premises known as [UNIT #02-17 BLK
1008 TOA PAYOH NORTH TOA PAYOH NORTH INDUSTRIAL ESTATE SINGAPORE 318996] ("the
Premises") pursuant to a letter of offer dated [19 APRIL 2004] from you to and
duly accepted by the Tenant ("the Tenancy", which expression shall include any
written amendments made to the Tenancy from time to time).

IN CONSIDERATION OF your agreeing to grant the Tenancy and pursuant to a term of
the Tenancy, we, the undersigned, hereby unconditionally undertake to pay to you
from time to time on first demand the sum or aggregate sums not exceeding
[$____________] ("the Full Guaranteed Sum") if accompanied by your statement
that the Tenant is in breach of any of the Tenant's Obligations to you under the
Tenancy and that the amount demanded is due and payable to you and remains
unpaid Provided That our liability under this Guarantee shall not exceed the
Full Guaranteed Sum.

Our liability under this Guarantee shall be that of a principal debtor and not
by way of surety and such liability shall not be discharged or affected by any
event, act or omission whereby our liability would have been discharged if we
had been a surety.

This Guarantee is valid from [16 APRIL 2004] and shall expire on [15 SEPTEMBER
2007] ("the expiry date") and our liability hereunder shall cease in respect of
any claims made after the expiry date.

Notwithstanding that this Guarantee may not have expired, our liability
hereunder shall cease forthwith upon our paying to you the Full Guaranteed Sum
to be held by you as a security deposit under the Tenancy.

Date: ________________

[SIGNATURE, NAMES AND DESIGNATIONS OF AUTHORISED SIGNATORIES OF BANK/FINANCE
COMPANY/INSURANCE COMPANY AND RUBBER STAMP OF BANK/FINANCE COMPANY/INSURANCE
COMPANY]

BG(Security Deposit)/Tenancy/13.014/June 2002/Lg FF RV team

EX-10.30

                                                                   EXHIBIT 10.30

[TRIO-TECH LOGO]                    TRIO-TECH                        LOS ANGELES
                                  INTERNATIONAL                      SAN JOSE
                                 PRIVATE LIMITED                     DUBLIN
                                                                     SINGAPORE
                                                                     PENANG
                                                                     BANGKOK

27 May 2004

Industrial Development (High-Rise) Department                         RECEIVED
JTC Corporation                                                      27 MAY 2004
The JTC Summit
8 Jurong Town Hall Road
Singapore 609434

Attn: Soon Thiam CHENG

ACCEPTANCE OF OFFER OF TENANCY FOR THE PREMISES AT UNIT #02-15/16 BLK 1008 TOA
PAYOH NORTH TOA PAYOH NORTH INDUSTRIAL ESTATE SINGAPORE 318996

We refer to your letter of offer dated 26 May 2004 for the Tenancy and hereby
confirm our acceptance of all the covenants, terms and conditions of the Offer.

We are currently on GIRO, thus we enclose herewith a cheque for the amount of
$1826.69 and a Banker's/Insurance Guarantee for the amount of S$1591.13 (1
month's rental and service charge) as security deposit as confirmation of our
acceptance.

                                           /s/ Lee Siew Kuan
- -------------------------------------------------------------------------------
Name of authorized signatory            :  Mrs Lee Siew Kuan
Designation                             :  Director of Logistics

For and on behalf of
TRIO-TECH INTERNATIONAL PTE LTD
In the presence of
                                           /s/ Betty Ang
- -------------------------------------------------------------------------------
Name of witness                         :  Ms Betty Ang
NRIC No.                                :  S6945849A

[ ] REGIONAL HEAD OFFICE  : 1008 Toa Payoh North #03-09 Singapore 318996
    Tel: 62653300 Fax: 62596355

                                    RECEIVED
                                  26 MAY 2004
                             BY: still pending for
                            Mrs. Lee approval letter

                                       1

                                                                      [JTC LOGO]
                                                                     CORPORATION
PLEASE QUOTE OUR REFERENCE WHEN REPLYING
OUR REF : JTC(L) 3601/2506/TEMP 7

26 MAY 2004

                                                 JTC CORPORATION
                                                 The JTC Summit
TRIO-TECH INTERNATIONAL PTE LTD                  8 Jurong Town Hall Road
1008 TOA PAYOH NORTH                             Singapore 609434
#03-09
SINGAPORE (318996)                               customer          1800 568 7000
                                                 service hotline
                                                 main line        (65) 6560 0056
                                                 facsimile        (65) 6565 5301
(ATTENTION : BETTY ANG)                          website          www.jtc.gov.sg

                                                 BY LOCAL URGENT MAIL

Dear Sirs,

OFFER OF TENANCY FOR FLATTED FACTORY SPACE

1     We are pleased to offer a tenancy of the Premises subject to the
      covenants, terms and conditions in the annexed Memorandum of Tenancy No.
      27.09 ("the MT") and in this letter (collectively called "the Offer").

2     2.1   THE PREMISES:

            Private Lot A0618405 also known as Unit #02-15/16 ("the Premises")
            in BLK 1008 TOA PAYOH NORTH ("the Building") in the TOA PAYOH NORTH
            INDUSTRIAL ESTATE SINGAPORE 318996 as delineated and edged in red on
            the plan attached to the Offer.

      2.2   TERM OF TENANCY:

            3 years ("the Term") with effect from 1 AUGUST 2004 ("the
            Commencement Date").

      2.3   TENANCY:

            (a)   Your due acceptance of the Offer in accordance with Clause 3
                  of this letter shall, together with the Offer, constitute a
                  binding tenancy agreement ("the Tenancy").

            (b)   In the event of any inconsistency or conflict between any
                  covenant, term or condition of this letter and the MT, the
                  relevant covenant, term or condition in this letter shall
                  prevail.


                                       2

                                                                      [JTC LOGO]
      2.4   AREA:

            Approximately 130.1 SQUARE METRES ("the Area").

      2.5   RENT:

            DISCOUNTED RENT

            (a)   Discounted rate of Dollars $9.98 per square metre per month on
                  the Area, for so long as you shall occupy by way of tenancy an
                  aggregate floor area of 5,000 to 9,999 square metres in the
                  Building or in the various flatted factories belonging to us;
                  and

            (b)   Discounted rate of Dollars $10.19 per square metre per month
                  on the Area, in the event that the said aggregate floor area
                  occupied is at any time reduced to between 1,000 to 4,999
                  square metres in the Building or in the various flatted
                  factories belonging to us; and

            (c)   Normal rate of Dollars $10.50 per square metre per month on
                  the Area, in the event that the said aggregate floor area
                  occupied is at any time reduced to below 1,000 square metres
                  (when the discount shall be totally withdrawn) with effect
                  from the date of reduction in the said aggregate floor area,

                  ("Rent") to be paid without demand and in advance without
                  deduction on the 1st day of each month of the year (i.e. 1st
                  of January, February, March, etc.). After your first payment
                  is made in accordance with Clause 3 of this letter and the
                  attached Payment Table, the next payment shall be made on 01
                  SEPTEMBER 2004.

      2.6   SERVICE CHARGE:

            $2.25 PER SQUARE METRE PER MONTH ("Service Charge") on the Area as
            charges for services rendered by us, payable by way of additional
            and further rent without demand on the same date and in the same
            manner as the Rent, subject to our revision from time to time.


                                       3

                                                                      [JTC LOGO]

2.7   SECURITY DEPOSIT/BANKER'S GUARANTEE:

      Ordinarily we would require a tenant to lodge with us a security deposit
      equivalent to THREE (3) MONTHS' rent and service charge. However, as an
      off-budget measure and as payment by GIRO has been made a condition with
      which you must comply under clause 3 of this letter, you shall, at the
      time of your acceptance of the Offer, place with us a deposit equivalent
      to ONE (1) MONTH'S Rent (at the discounted rate) and Service Charge
      ("Security Deposit") as security against any breach of the covenants,
      terms and conditions in the Tenancy, as follows:

      (a)   The Security Deposit may be in the form of cash or acceptable
            Banker's Guarantee in the form attached (effective from 1 JUNE 2004
            to 31 OCTOBER 2007), or such other form of security as we may in our
            absolute discretion permit or accept.

      (b)   The Security Deposit shall be maintained at the same sum throughout
            the Term and shall be repayable to you without interest, or returned
            to you for cancellation, after the termination of the Term (by
            expiry or otherwise) or expiry of the Banker's Guarantee, as the
            case may be, subject to appropriate deductions or payment to us for
            damages or other sums due under the Tenancy.

      (c)   If the Rent at the discounted rate is increased to the normal rate,
            or Service Charge is increased, or any deductions are made from the
            Security Deposit, you shall immediately pay the amount of such
            increase or make good the deductions so that the Security Deposit
            shall at all times be equal to ONE (1) MONTH'S Rent (at the normal
            or discounted rate, as the case may be) and Service Charge.

      (d)   If at any time during the Term, your GIRO payment is discontinued,
            then you shall place with us, within two (2) weeks of the date of
            discontinuance of your GIRO payment, the additional sum equivalent
            to TWO (2) MONTHS' Rent and Service Charge, so that the Security
            Deposit shall at all times be equal to three (3) months' Rent (at
            the normal or discounted rate, as the case may be) and Service
            Charge for the remaining period of the Term.


                                       4

                                                                      [JTC LOGO]

            (e)   If at any time during the Term the off-budget measure is
                  withdrawn you shall, if required in writing by us, also pay to
                  us the additional sum equivalent to TWO (2) MONTHS' Rent and
                  Service Charge, so that the Security Deposit shall at all
                  times be equal to THREE (3) MONTHS' Rent (at the normal or
                  discounted rate, as the case may be) and Service Charge for
                  the remaining period of the Term.

      2.8   MODE OF PAYMENT:

            (a)   Your first payment to be made with your letter of acceptance
                  in accordance with Clause 3 of this letter and the attached
                  Payment Table shall be by non-cash mode (eg, Cashier's Order,
                  cheque).

            (b)   Thereafter during the Term, you shall pay Rent, Service Charge
                  and GST by Interbank GIRO or any other mode to be determined
                  by us.

            (c)   You have an existing account with us from which we shall
                  deduct the aforesaid payments. You are therefore not required
                  to submit a duly completed GIRO form as part of the Mode of
                  Due Acceptance. But if you wish to have a separate GIRO
                  account to meet the aforesaid payments, please complete the
                  GIRO deduction form enclosed.

      2.9   AUTHORISED USE:

            You shall use the Premises for the purpose of MANUFACTURING AND
            ASSEMBLY OF ELECTRONIC EQUIPMENT only and for no other purpose
            whatsoever ("the Authorised Use").

      2.10  APPROVALS:

            The Tenancy is subject to approvals being obtained from the relevant
            governmental and statutory authorities.


                                       5

                                                                      [JTC LOGO]

      2.11  POSSESSION OF PREMISES:

            (a)   Subject to your acceptance of the Offer, keys to the Premises
                  shall be made available to you within the period of two (2)
                  months prior to the Commencement Date.

            (b)   From the date you accept the keys to the Premises ("Possession
                  Date") until the Commencement Date, you shall be deemed a
                  licensee upon the same covenants, terms and conditions as in
                  the Tenancy.

            (c)   If you proceed with the Tenancy after the Commencement Date,
                  the licence fee payable from the Possession Date to the
                  Commencement Date shall be waived ("Rent-Free Period"). Should
                  you fail to so proceed, you shall:

                  (c1)  remove everything installed by you;

                  (c2)  reinstate the Premises to its original state and
                        condition; and

                  (c3)  pay us a sum equal to the prevailing market rent payable
                        for the period from the Possession Date up to the date
                        the installations are removed and reinstatement
                        completed to our satisfaction,

                  without prejudice to any other rights and remedies we may have
                  against you under the Tenancy or at law.

      2.12  LOADING CAPACITY:

            (a)   NORMAL (GROUND & NON-GROUND) FLOOR PREMISES:

                  You shall comply and ensure compliance with the following
                  restrictions:

                  (a1)  maximum loading capacity of the goods lifts in the
                        Building; and

                  (a2)  maximum floor loading capacity of 15 kiloNewtons per
                        square metre of the Premises on the 02 storey of the
                        Building PROVIDED THAT any such permitted load shall be
                        evenly distributed.


                                       6

                                                                      [JTC LOGO]

      2.13  OPTION FOR RENEWAL OF TENANCY:

            (a)   You may within 3 months before the expiry of the Term make a
                  written request to us for a further term of tenancy.

            (b)   We may grant you a further term of tenancy of the Premises
                  subject to the following:

                  (b1)  there shall be no breach of your obligations at the time
                        you make your request for a further term, and at the
                        expiry of the Term;

                  (b2)  the duration of the further term shall be mutually
                        agreed upon;

                  (b3)  the rent payable shall be at a revised rate to be
                        determined by us, having regard to the market rent of
                        the Premises at the time of granting the further term.
                        Our determination of the rent shall be final and
                        conclusive; and

                  (b4)  the tenancy for the further term shall be upon the same
                        covenants, terms and conditions except for the duration,
                        rent, security deposit (which shall be equivalent to
                        three (3) month's rent and service charge instead of two
                        (2) months), and excluding a covenant for renewal of
                        tenancy.

3     MODE OF DUE ACCEPTANCE:

      The Offer shall lapse if we do not receive the following by 31 MAY 2004:

      (a)   Duly signed letter of acceptance (IN DUPLICATE) of the Offer, in the
            form set out in the LETTER OF ACCEPTANCE attached. (PLEASE DATE AS
            REQUIRED IN YOUR LETTER OF ACCEPTANCE)

      (b)   Payment of the sum set out in the PAYMENT TABLE attached.

      (c)   Duly completed GIRO authorization form.


                                       7

                                                                      [JTC LOGO]

4     Please note that payments made prior to your giving us the other items
      listed above may be cleared by and credited by us upon receipt. However,
      if those other items are not forthcoming from you within the time
      stipulated herein, the Offer shall lapse and there shall be no contract
      between you and us arising hereunder. Any payments received shall then be
      refunded to you without interest and you shall have no claim of whatsoever
      nature against us.

5     RENT-FREE PERIOD:

      As the Commencement Date will not be deferred, we advise you to accept the
      Offer as soon as possible and to collect the keys to the Premises on the
      scheduled date in order to maximize the Rent-Free Period referred to in
      Clause 2.11(c) of this letter.

6     VARIATION TO THE TENANCY:

      Any variation, modification, amendment, deletion, addition or otherwise of
      the Offer shall not be enforceable unless agreed by both parties and
      reduced in writing by us. No terms or representation or otherwise, whether
      expressed or implied, shall form part of the Offer other than what is
      contained herein.

7     CAR-PARKING SCHEME:

      The carpark for BLK 1008 TOA PAYOH NORTH is currently managed by P-PARKING
      INTERNATIONAL PTE LTD and you will have to observe and be bound by all the
      rules and regulations governing the use and operation of the carpark. You
      are requested to contact:

                               736B GEYLANG ROAD
                                SINGAPORE 389647
                                 TEL: 67494119
                                 FAX: 67493689

      on your use of the carpark.


                                       8

                                                                      [JTC LOGO]

8     ELECTRICITY CONNECTION:

      Upon your acceptance of the Offer, you are advised to proceed
      expeditiously to engage a registered electrical consultant to submit two
      sets each of electrical single-line diagrams and electrical layout plans
      to and in accordance with the requirements of our FACILITIES MANAGEMENT
      SECTION, OPERATIONS SUPPORT DEPARTMENT OF OUR CUSTOMER SERVICES GROUP, for
      endorsement before an application is made to SP Services Ltd to open an
      account for electricity connection.

      Please contact the Facilities Management Section at BLK 25 KALLANG AVENUE
      #05-02 KALLANG BASIN INDUSTRIAL ESTATE SINGAPORE 339416 for their
      requirements.

9     To guide and assist you, we enclose a SCHEDULE OF STATUTORY CONTROLS for
      Flatted Factory Occupants.

Yours faithfully

/s/ SOON THIAM CHENG
- --------------------
SOON THIAM CHENG

INDUSTRIAL DEVELOPMENT (HIGH-RISE) DEPARTMENT
INDUSTRIAL PARKS DEVELOPMENT GROUP
JTC CORPORATION
DID: 68833431
FAX: 68855899
Email: SOONTHIAM@JTC.GOV.SG

ENCS:

[x] Payment Table                 [x] GIRO Form(s)      [x] Specimen BG Plan

[x] Specimen Acceptance Form      [x] MT No. 27.09

[x] Schedule of Statutory Controls (SC2)]


                                       9

                                                                      [JTC LOGO]

                                 PAYMENT TABLE

PREMISES : PRIVATE LOT A0618405 UNIT #02-15 /16 BLK 1008 TOA PAYOH NORTH TOA
PAYOH NORTH INDUSTRIAL ESTATE SINGAPORE 318996



                                                      AMOUNT                   +5% GST
                                          -----------------------------        -------
                                                                      
Rent at $9.98 per square metre per
month on 130.1 square metres for
the period 1 AUGUST 2004 to 31
AUGUST 2004                               $ 1298.40                             $64.92

$2.25 per square metre per month
on 130.1 square metres for the
period 1 AUGUST 2004 to 31 AUGUST
2004                                      $  292.73                             $14.64

Total Rent Payable (inclusive of
Service Charge)                                              $ 1591.13          $79.56

SECURITY DEPOSIT equivalent to
three (3) months' Rent and Service
Charge (in cash or Banker's
Guarantee provided in accordance
with Clause 2.7 of this letter)           $ 4773.39

Less:
Equivalent of two (2) month's Rent
and Service Charge (re Off-budget
Measure and GIRO)                         $ 3182.26          $ 1591.13



                                       10

                                                                      [JTC LOGO]

                                                                       
STAMP FEE payable on Letter of
Acceptance (which we will stamp on
your behalf)

Note: If the Letter is not returned
to us within 14 days of the date of
the Letter, you will have to pay
penalty on the stamp duty which is                           $  156.00
imposed by Stamp Duty Office of IRAS.

Sub-Total Payable                                            $ 3338.26          $79.56

ADD: GST @ 5%                                                $   79.56

Total Payable inclusive of GST                               $ 3417.82






[SPECIMEN ONLY - Please submit 2 original copies with signatures on your
company's letterhead]

                              LETTER OF ACCEPTANCE

Date : 

INDUSTRIAL DEVELOPMENT (HIGH-RISE) DEPARTMENT
JTC Corporation
The JTC Summit
8 Jurong Town Hall Road
Singapore 609434

ATTN: SOON THIAM CHENG

ACCEPTANCE OF OFFER OF TENANCY FOR THE PREMISES AT UNIT #02-15/16 BLK 1008 TOA
PAYOH NORTH TOA PAYOH NORTH INDUSTRIAL ESTATE SINGAPORE 318996

1.    We refer to your letter of offer dated 26 MAY 2004 for the Tenancy and
      hereby confirm our acceptance of all the covenants, terms and conditions
      of the Offer.

*2    We are currently *on GIRO/opting to pay by GIRO, thus we enclose herewith
      a cheque for the amount of $3417.82 (inclusive of 1 month's security
      deposit) as confirmation of our acceptance.

OR

*2    We are currently not on GIRO, thus we enclose herewith a cheque for the
      amount of $6600.08 (inclusive of 3 months' security deposit) as
      confirmation of our acceptance.

OR

*2    We are currently *on GIRO/opting to pay by GIRO, thus we enclose herewith
      a cheque for the amount of $1826.69 and a Banker's/ Insurance Guarantee
      for the amount of $1591.13 (1 month's rental and service charge) as
      security deposit as confirmation of our acceptance.

OR


                                        2

*2    We are currently not on GIRO, thus we enclose herewith a cheque for the
      amount of $1826.69 and a Banker's/Insurance Guarantee for the amount of
      $4773.39 (3 months' rental and service charge) as security deposit as
      confirmation of our acceptance.

*3    We also enclose herewith a duly completed GIRO authorization form.

___________________________
Name of authorized signatory:
Designation:

FOR AND ON BEHALF OF:

_______________________________
TRIO-TECH INTERNATIONAL PTE LTD:

IN THE PRESENCE OF:

_______________________________
Name of witness:
NRIC No:

*     PLEASE OMIT IF NOT APPLICABLE

LTTR ACCEPTANCE/PTE LTD/JUNE 2002/LG FF RV TEAM


                                              SPECIMEN BANK'S/FINANCE COMPANY'S/
                                              INSURANCE COMPANY'S GUARANTEE FORM

                                    GUARANTEE
                       (Please use guarantor's letterhead)

TO: JTC CORPORATION
    THE JTC SUMMIT
    8 JURONG TOWN HALL ROAD
    SINGAPORE 609434

WHEREAS:

[TRIO-TECH INTERNATIONAL PTE LTD] of [1008 TOA PAYOH NORTH 03-09 SINGAPORE
318996] ("the Tenant") is a tenant of the premises known as [UNIT #02-15/16 BLK
1008 TOA PAYOH NORTH TOA PAYOH NORTH INDUSTRIAL ESTATE SINGAPORE 318996] ("the
Premises") pursuant to a letter of offer dated [ 26 MAY 2004 ] from you to and
duly accepted by the Tenant ("the Tenancy", which expression shall include any
written amendments made to the Tenancy from time to time).

IN CONSIDERATION OF your agreeing to grant the Tenancy and pursuant to a term of
the Tenancy, we, the undersigned, hereby unconditionally undertake to pay to you
from time to time on first demand the sum or aggregate sums not exceeding
[$____________] ("the Full Guaranteed Sum") if accompanied by your statement
that the Tenant is in breach of any of the Tenant's Obligations to you under the
Tenancy and that the amount demanded is due and payable to you and remains
unpaid Provided That our liability under this Guarantee shall not exceed the
Full Guaranteed Sum.

Our liability under this Guarantee shall be that of a principal debtor and not
by way of surety and such liability shall not be discharged or affected by any
event, act or omission whereby our liability would have been discharged if we
had been a surety.

This Guarantee is valid from [1 JUNE 2004] and shall expire on [31 OCTOBER 2007]
("the expiry date") and our liability hereunder shall cease in respect of any
claims made after the expiry date.

Notwithstanding that this Guarantee may not have expired, our liability
hereunder shall cease forthwith upon our paying to you the Full Guaranteed Sum
to be held by you as a security deposit under the Tenancy.

Date:___________________

[SIGNATURE, NAMES AND DESIGNATIONS OF AUTHORISED SIGNATORIES OF
BANK/FINANCE COMPANY/INSURANCE COMPANY AND RUBBER STAMP OF
BANK/FINANCE COMPANY/INSURANCE COMPANY]

BG(Security Deposit)/Tenancy/13.014/June 2002/Lg FF RV team

EX-10.31

                                                                   EXHIBIT 10.31

Hong Leong Finance Limited
Head Office: 16 Raffles Quay #01-05 Hong Leong Building Singapore 048581
Telephone 6415 9433 Facsimile 6224 6773

[HONG LEONG FINANCE LOGO]

Our Ref : D/TC-SL/GT-jc

                                                          7 JULY 2003

TRIO-TECH INTERNATIONAL PTE LTD
1008 TOA PAYOH NORTH #03-09/18
TOA PAYOH INDUSTRIAL ESTATE
SINGAPORE 318996

Dear Sirs

DEBENTURE LOAN OF S$303,030.00

This Letter superceded the earlier Letter Of Offer dated 19 JUNE 2003.

We are pleased to offer you a loan of S$303,030.00 or 70% of full amount paid to
supplier whichever is lower subject to the following terms and conditions:-

Securities           :      Fixed charge over the following:-
                            2 NEW SETS OF BURN-IN SYSTEM (IMTS 7200'S)
                            C/W ACCESSORIES

Amount Financed      :      S$303,030.00 or 70% of full amount paid to supplier
                            whichever is lower

Term                 :      36 months

Interest Rate        :      2.95% flat p.a. with one advance
                            (Effective rate: 5.919% p.a.)

Repayment            :      35 monthly instalments of S$9,163.00 and a final
                            instalment of S$9,143.16. The first instalment is
                            payable upon disbursement of the loan and subsequent
                            instalments on the same day of every successive
                            month

Late Payment         :      5% above the average of the prime lending rates of
Interest On All             the Development Bank of Singapore, the Overseas
Moneys Overdue              Chinese Banking Corporation and the United Overseas
                            Bank on the last day of the preceding month or such
                            other rate as we may decide from time to time



Page 2
DEBENTURE LOAN OF S$303,030.00
TRIO-TECH INTERNATIONAL PTE LTD                                 7 JULY 2003

Insurance            :      All Risks Policy together with a photocopy of
                            official receipt evidencing premium paid covering
                            the full insurable value of the goods and from an
                            approved insurance company is required in the joint
                            names of Hong Leong Finance Limited as Chargee and
                            you as the Chargor before the release of funds

Legal Cost and       :      All legal costs and expenses incurred by us in
with the                    connection preparation, execution, stamping, filing
Other Expenses              and registration of any document including searches
                            shall be paid by you regardless of whether this
                            contemplated loan is proceeded with or aborted for
                            any reason whatsoever

Special Conditions   :      (1)  We may at our absolute discretion change any of
                                 the terms herein or withdraw this offer if:-

                                 a)  The loan is not drawn within 2 months
                                     from the date hereof

                                 b)  There is a material adverse change in the
                                     financial position or other circumstances
                                     of you or in the value of the security

                                 c)  The duplicate copy of this letter is not
                                     duly signed and received by us within
                                     fourteen (14) days from the date hereof

                            (2)  Any Goods and Services Tax (GST) chargeable on
                                 the supply of services provided in connection
                                 with or incidental to this loan facility,
                                 including any GST payable by us on
                                 administration fees, inspection fees,
                                 processing fees, insurance premiums and other
                                 fees or charges shall be paid by you

                            (3)  You shall put us on notice if there is any
                                 change in your shareholdings or in the
                                 composition of your Board of directors

                            (4)  We may at our absolute discretion, allow
                                 drawdown of the debenture loan before the
                                 waivers are obtained

                            (5)  This offer is subject to such further
                                 requirements/documentation as may be deemed
                                 necessary by us/our lawyers and to satisfactory
                                 finalisation of legal documentation



Page 3
DEBENTURE LOAN OF S$303,030.00
TRIO-TECH INTERNATIONAL PTE LTD                                  7 JULY 2003

                            (6)  Evidence of full payment of the said equipment
                                 to be financed and is unencumbered.

This Letter of Offer and the terms and conditions herein, constitutes an
arrangement solely between ourselves and cannot be availed to either wholly or
in part by any other parties.

Please signify your acceptance of the above terms and conditions of the loan by
signing and returning to us the duplicate copy of this letter.

The abovementioned terms upon acceptance by you, shall form an integral part of
the loan and no omission will prejudice our rights to enforce all or any terms
thereof.

Yours faithfully
HONG LEONG FINANCE LIMITED

/s/ TRACY CHUA                              /s/ GENA TAN
- -----------------------                     --------------------
TRACY CHUA                                  GENA TAN
VICE PRESIDENT                              RELATIONSHIP MANAGER
HEAD-SME FINANCING TEAM                     SME FINANCING TEAM
**************************************************************************

I/We, Yong Siew Wai of NRIC No. S0169920/B, for and on behalf of TRIO-TECH
INTERNATIONAL PTE LTD accept the above terms and conditions.

SIGN & STAMP:   [TRIO-TECH INTERNATIONAL PTE LTD STAMP]    DATE: AUGUST 7, 2003

                  /s/ Yong Siew Wai
                  -----------------

                  /s/ Victor Ting Hock Ming
                  -------------------------

EX-10.32

                                                                   EXHIBIT 10.32

                                                            [KASIKORN BANK LOGO]

                                                                 L 828/1842/2546

                                 LOAN AGREEMENT

                                 Executed at Kasikornbank Public Company Limited

                                                           Date 2nd OCTOBER 2003

            Whereas we, TRIO-TECH (BANGKOK) COMPANY LIMITED with the registered
office at No. 327 Chalongkrung Road, Lat Krabang Industrial Estate, Khwaeng
Lumpratew, Khet Lat Krabang, Bangkok (hereinafter called the "BORROWER"), wish
to borrow from KASIKORNBANK PUBLIC COMPANY LIMITED [formerly known as the Thai
Farmer Bank Public Company Limited] with its registered office at No. 1, Soi
Kasikornthai, Ratburana Road, Khwaeng Ratburana, Khet Ratburana, Bangkok,
Thailand (hereinafter called the "LENDER"), the aggregate principal amount of
BAHT 9,630,000.- (BAHT NINE MILLION SIX HUNDRED THIRTY THOUSAND ONLY) for the
purpose of construction of the Borrower's plant as evidenced by the construction
contract dated 23 May 2003 to which the Borrower is the party.

            Whereas, the Lender agrees to lend the Borrower such Principal
amount as the loan, upon terms and conditions of this Agreement as follows:

            1. The Borrower agrees to borrow from the Lender and the Lender
agrees to lend the Borrower the aggregate principal amount of Baht 9,630,000.-
(BAHT NINE MILLION SIX HUNDRED THIRTY THOUSAND ONLY) (hereinafter called the
"PRINCIPAL"), which the Borrower wishes to obtain from the Lender under 2
drawings as follows:

                  A.    1st Drawing shall be made no later than 30 October 2003
                        in the amount of BAHT 6,741,000.- (BAHT SIX MILLION
                        SEVEN HUNDRED FORTY ONE THOUSAND ONLY); and

                  B.    2nd Drawing shall be made no later than 20 December 2003
                        in the amount of BAHT 2,889,000.- (BAHT TWO MILLION
                        EIGHT HUNDRED EIGHTY NINE THOUSAND ONLY).

            Each drawing as mentioned above shall be made together with and upon
the Borrower's submission of the request for drawing and upon the terms and
conditions set forth herein, as well as upon the Lender's sole discretion that
such request for drawing of the Borrower is deemed appropriate and necessary.
For such request of drawing, the Borrower shall inform, at least 5 (FIVE)
banking days prior to each date on which the Borrower intends to make the
relevant drawdown, the Lender by virtue of execution and delivery to the Lender
a Notice of Drawing in the form of APPENDIX A attached hereto which shall be
deemed as an integral part hereof.

            If the Borrower fails to comply with the aforesaid condition or
fails to draw the Principal within and in compliance with any period of drawing
as specified under this Clause 1, or if at any time, in the reasonable
discretion of the Lender, there shall exist any situation which indicates that
the performance by the Borrower of its obligations under this Agreement shall
not be able to be expected, the Lender may, by notice to the Borrower, suspend
or cancel the right of the Borrower to draw the Principal. Upon such giving
notice, any non-drawing portion of the Principal shall be suspended or cancelled
as the case may be.

                                        [TRIO-TECH (BANGKOK) CO., LTD. STAMP]

                                        /s/ Yong Siew Wai
                                        -----------------

                                        /s/ Victor Ting Hock Ming
                                        -------------------------


The exercise of any right hereof by the Lender shall not preclude the Lender
from exercising the rights under any other provision of this Agreement.

            2. Upon receipt of each Notice of Drawing, the Lender shall advance
to the Borrower the portion of the Principal as specified in Clause 1 and in the
relevant Notice of Drawing or the portion of the Principal that the Lender deems
appropriate on such drawing date, and simultaneously the Borrower shall execute
and deliver to the Lender the Receipt in the substantial form of APPENDIX B
attached hereto which shall be deemed as an integral part hereof, evidencing the
Borrower's receipt of such Principal being advanced by the Lender hereunder.

            3. The Borrower agrees to monthly pay interest to the Lender on the
unpaid balance of the Principal from time to time outstanding, the interest
accrued thereon shall be commencing from the first drawing month until the
interest maturity (whether by acceleration or otherwise) at the rate per annum
and in accordance with the period therefor as follows:

                  3.1   at the rate of 4.5% (FOUR POINT FIVE PERCENT) per annum
                        for the period of 24 (TWENTY-FOUR) months, effective and
                        commencing from the date the Principal is first drawn;
                        and

                  3.2   at the Lender's MLR (Minimum Loan Rate), effective and
                        commencing upon the end of the 24TH (TWENTY-FOURTH)
                        month as mentioned in Sub-Clause 3.1 until the end of
                        loan period.

            The Lender's MLR (Minimum Loan Rate) shall hereby mean the most
favorable rate as from time to time quoted and charged by the Lender to its
prime customers for the loan which repayment period not less than one year,
provided that the Lender's MLR shall be subject to change without any prior
notice to the Promisor. The said Lender's MLR as of the execution date hereof is
5.5% (FIVE POINT FIVE PERCENT) per annum.

            The Borrower also agrees to pay interest, on the Lender's demand, on
overdue Principal from time to time default up to the time of actual payment, at
the default interest rate announced from time to time by the Lender and charged
from the Lender's customers who defaulted in repayment or payment which as of
the execution date hereof, the default interest rate is 13.5% (THIRTEEN POINT
FIVE PERCENT) per annum. The Borrower agrees and acknowledges that such default
interest rate is subject to change, without any notice to the Borrower, by the
Lender from time to time.

            4. The Borrower agrees to repay the drawdown Principal to the Lender
in 48 (FORTY-EIGHT) installments payable once in every month. The first
repayment installment shall be due and payable on the 4TH (FORTH) month from the
month in which the first drawing has been made by the Borrower, and the further
due repayment date shall be due and payable on each relevant due repayment date.
The Borrower shall make such monthly repayment to the Lender within the last
banking day of each month due at the Lender's office and within the banking
hours. The amount for each repayment installment which shall be made by the
Borrower shall be BAHT 200,000.- (BAHT TWO HUNDRED THOUSAND ONLY).

                                        [TRIO-TECH (BANGKOK) CO., LTD. STAMP]

                                        /s/ Yong Siew Wai
                                        -----------------

                                        /s/ Victor Ting Hock Ming
                                        -------------------------

EX-10.33

                                                                   EXHIBIT 10.33

                                                                      [DBS LOGO]

PRIVATE & CONFIDENTIAL

DBCN/CR/2003/0169 (RL:swl)

7 Oct 2003

TRIO-TECH INTERNATIONAL PTE LTD
1008 Toa Payoh North
#03-09
Singapore 318996

Attn : Mr Victor Ting

Dear Sirs

BANKING FACILITIES

1     We refer to the various discussions between your Company and our officers
and are pleased to offer to your Company the following facilities:-



Facilities                                 Limits
- ----------                                 ------
                                            (S$)
                                       
Term Loan I                               1,000,000

Term Loan II                              1,000,000

Import Line comprising (Sight/Usance)
Letters of Credit, Trust Receipts, Bills
Receivable Purchase (Import), Shipping
Guarantees and Airway Guarantees          1,000,000


2     The above offer is subject to the following terms and conditions:-

      (a)   Purpose

            (i)   Term Loan I and II

                  To finance the purchase / installation of two (2) units of
                  heat dissipating systems.

            (ii)  Import Line Facility

                  To facilitate and finance trading activities.

                                     DBS Bank Ltd    Tel: 65.6878 8966
                               Enterprise Banking    Fax: 65.6324 1556/6323 3612
                             6 Shenton Way #18-08            6224 8396
                           DBS Building Tower Two    Telex: RS 24455
                                 Singapore 068809    SWIFT Dest: DBSSSGSG
                                                     www.dbs.com

                                        1


                                                                      [DBS LOGO]

TRIO-TECH INTERNATIONAL PTE LTD
Banking Facilities
7 Oct 2003

      (b)   Interest Rate

            (i)   Term Loan I and II

                  1% per annum above the prevailing DBS Bank Prime rate or such
                  other rate(s) as may be determined by us from time to time.
                  Interest shall be calculated on monthly rest based on a
                  365-day year.

            (ii)  Trust Receipts (TR) and Bills Receivable Purchase (BRP)

                  1.25% per annum above the prevailing DBS Bank Prime rate for
                  financing denominated in Singapore Dollars and 1.50% per annum
                  above the prevailing Singapore Inter-Bank Offer Rate (SIBOR)
                  for financing denominated in Foreign Currencies or in any of
                  the above cases, such other rate(s) as may be determined by us
                  from time to time.

            The prevailing DBS Prime Rate is 4.25% per annum.

      (c)   Financing Quantum

            The aggregate amount for Term Loan I and II shall be S$2,000,000/-
            or 90% of the total cost for two heat dissipating systems, whichever
            is lower.

      (d)   Financing Period

            (i)   The duration for Term Loan I and II shall be three (3) years
                  respectively.

            (ii)  The maximum period of financing under Trust Receipts and Bills
                  Receivable Purchase shall be 90 days inclusive of suppliers'
                  credit.

      (e)   Conditions governing use of facilities

            (i)   The drawdown schedule for each Term Loan shall be as follows:-

                  Tranchel 1 : disbursement of S$700,000/- or 63% of total
                  project costs for one unit of heat dissipating system,
                  whichever is the lower, subject to satisfactory compliance to
                  the conditions for disbursement as stated in clause 2(n)
                  below.

                  Tranche 2 : disbursement of S$300,000/- or 27% of total
                  project costs for one unit of heat dissipating system,
                  whichever is the lower, upon full loading.

                                     DBS Bank Ltd    Tel: 65.6878 8966
                               Enterprise Banking    Fax: 65.6324 1556/6323 3612
                             6 Shenton Way #18-08            6224 8396
                           DBS Building Tower Two    Telex: RS 24455
                                 Singapore 068809    SWIFT Dest: DBSSSGSG
                                                     www.dbs.com

                                       2


                                                                      [DBS LOGO]

TRIO-TECH INTERNATIONAL PTE LTD
Banking Facilities
7 Oct 2003

            (ii)  S$300,000/- of each Term Loan disbursed under Tranche 1 and
                  S$100,000/- of each Term Loan disbursed under Tranche 2 shall
                  be made to a contractor (hereinafter referred to as "The
                  Contractor") acceptable to DBS Bank. The remaining portion
                  shall be used to reimburse your Company against documentary
                  evidence of payment using your Company's own funds for the
                  project costs.

            (iii) Your Company shall undertake to meet any funding shortfall or
                  costs overrun, prior to the disbursement of Tranche 2 of each
                  Term Loan.

      (f)   Availability

            The Term Loan I and II shall be available for drawdown up to one
            year from the date of this Letter of Offer. [Expire on 6 Oct 2004]

      (g)   Repayment

            The Term Loan I and II shall be repaid in thirty-six (36) equal
            monthly instalments of S$30,084/- respectively, commencing one (1)
            month from the date of first disbursement. Interest shall be
            serviced monthly.

      (h)   Prepayment Fee for Term Loan I and II

            A prepayment fee at a flat rate of 1% on the prepayment amount will
            be charged if the Term Loan I and II are fully or partially redeemed
            within one (1) year from the date of first disbursement of the
            loans.

      (i)   Cancellation Fee for Term Loan I and II

            A cancellation fee at a flat rate of 1% is payable on the loan
            amount (or any part thereof) cancelled at any time after acceptance
            of our loans offer and prior to any disbursement of the loans.

      (j)   Security

            The above banking facilities together with all monies and
            liabilities which may be owing or becoming owing by you to DBS Bank
            from time to time shall be secured by a charge on fixed deposit(s)
            of not less than S$800,000/- in aggregate or its equivalent in other
            acceptable currencies and renewal(s) thereof shall be placed with
            DBS Bank to be used to offset all monies and liabilities owing by
            you to DBS Bank. In this connection, your Company shall execute a
            Charge on Specific Fixed Deposit(s) in favour of DBS Bank in a form
            acceptable to the Bank.

                                     DBS Bank Ltd    Tel: 65.6878 8966
                               Enterprise Banking    Fax: 65.6324 1556/6323 3612
                             6 Shenton Way #18-08            6224 8396
                           DBS Building Tower Two    Telex: RS 24455
                                 Singapore 068809    SWIFT Dest: DBSSSGSG
                                                     www.dbs.com

                                       3


                                                                      [DBS LOGO]

TRIO-TECH INTERNATIONAL PTE LTD
Banking Facilities
7 Oct 2003

            You are required to declare and sign on the duplicate of this letter
            whether you (or the pledgor) have created any first fixed and
            floating charge ("prior charge") over the company assets to be
            pledged to us as security ("pledged security") as stated in this
            paragraph in favour of other financial institutions and to provide
            details of the prior charge, if any. If such prior charge exists,
            activation of the facilities is conditional upon your :-

            (i)   substitution of other collateral acceptable to us not covered
                  under the prior charge; or

            (ii)  procuring the release of the pledged security from the prior
                  charge, to pay all costs in connection therewith and providing
                  us copies of the relevant deed of release from the financial
                  institution, Form 42 upon execution and/or lodgement as the
                  case may be.

      (k)   Financial Covenants

            (i)   Your Company shall at all times maintain a networth of not
                  less than S$10,000,000/-. In this connection, networth shall
                  be defined as the sum of paid-up capita] and revenue reserve.

            (ii)  Your company shall maintain a gearing ratio (defined as total
                  liabilities over shareholders' funds including shareholders'
                  loans, if any) of not more than 250% at all times.

            (iii) You shall not create any charge, mortgage, pledge or lien in
                  respect of your properties and assets nor factor or assign any
                  of your accounts receivables, save for equipment financed
                  under Hire Purchase agreements, without prior consent from DBS
                  Bank, such consent not to be unreasonably withheld.

      (l)   Others

            In the event the interest rate applicable on your Term Loan I and II
            are revised, you shall pay such increased or reduced monthly
            instalments based on the new interest rate to enable the loans to be
            completely repaid within the agreed period of three (3) years
            respectively.

      (m)   Pre-Condition for Disbursement/Activation

            Conditions for Activation/Disbursement of the Import Line and Term
            Loans I & II:

            (i)   Evidence satisfactory to DBS Bank that the existing debenture
                  created by Oversea-Chinese Banking Corporation Limited on your
                  accounts receivable is discharged.

            (ii)  Placement of fixed deposit(s) of not less than S$800,000/-
                  with DBS Bank.

            (iii) Upon completion of legal documentation as required by DBS
                  Bank.

                                     DBS Bank Ltd    Tel: 65.6878 8966
                               Enterprise Banking    Fax: 65.6324 1556/6323 3612
                             6 Shenton Way #18-08            6224 8396
                           DBS Building Tower Two    Telex: RS 24455
                                 Singapore 068809    SWIFT Dest: DBSSSGSG
                                                     www.dbs.com

                                       4


                                                                      [DBS LOGO]

TRIO-TECH INTERNATIONAL PTE LTD
Banking Facilities
7 Oct 2003

            Additional Conditions for Disbursement of Term Loans I and II:

            (i)   Placement of additional fixed deposits of S$675,000/- with DBS
                  Bank prior to disbursement of Term Loan I and a further
                  S$675,000/- for Term Loan II (ie. total of S$1,350,000/-).
                  These additional fixed deposits are to be used to meet the
                  project costs for each unit of heat dissipating system prior
                  to drawdown of the Term Loans.

            (ii)  Submission of costs quotation for the respective unit of heat
                  dissipating system from The Contractor.

            (iii) Satisfactory clearance of test reports by DBS Bank for each
                  unit of heat dissipating system financed under each Term Loan
                  offered herein. Tranche 1 may be disbursed upon submission of
                  the test reports for the system without full loading. Tranche
                  2 shall be disbursed upon submission of test reports for the
                  system with full loading.

            (iv)  Submission of invoices/receipts from The Contractor approved
                  by DBS Bank for the payment of the relevant project costs.

      (n)   Disbursement

            The Term Loan I and II shall be disbursed in one lump sum against
            documents acceptable to DBS Bank.

      (o)   Formal Activation of Facility

            The Import Line Facility may be utilised only upon our written
            notification of formal activation of the facility to you. Any
            utilisation of the facility prior to the aforesaid written
            notification (regardless of whether the utilisation is approved,
            upon your request, by the Bank or otherwise) shall be subject to
            payment of additional interest as set out in clause 2.3 of the
            Standard Terms and Conditions.

      (p)   Right of Review

            (i)   In conformity with normal banking practice, DBS Bank reserves
                  the right to review the banking facilities from time to time
                  at its discretion. Upon the review of the facilities, DBS Bank
                  shall have the right to vary, reduce, or terminate the
                  facilities (whether actual or contingent).

            (ii)  Upon such review, DBS Bank reserves the right and shall at its
                  absolute discretion be entitled to demand payment from your
                  Company all outstanding amounts owing to DBS Bank including
                  monies that DBS Bank is liable under guarantees and Letters of
                  Credit issued under the banking facilities and remaining in
                  force, notwithstanding that the beneficiary under the
                  guarantees and Letters of Credit has not made a claim on DBS
                  Bank. Upon such demand being made by DBS Bank the monies
                  demanded shall become a debt due and payable by your Company
                  forthwith.

                                     DBS Bank Ltd    Tel: 65.6878 8966
                               Enterprise Banking    Fax: 65.6324 1556/6323 3612
                             6 Shenton Way #18-08            6224 8396
                           DBS Building Tower Two    Telex: RS 24455
                                 Singapore 068809    SWIFT Dest: DBSSSGSG
                                                     www.dbs.com

                                       5


                                                                      [DBS LOGO]

TRIO-TECH INTERNATIONAL PTE LTD
Banking Facilities
7 Oct 2003

      (q)   Standard Conditions

            (i)   The attached Standard Conditions governing Short-Term Banking
                  Facilities and Housing / Term Loans granted by DBS Bank shall
                  apply.

            (ii)  In the event that you enter into adhoc foreign exchange
                  transactions ("Contract") with DBS Bank in connection with the
                  short-term banking facilities, all future Contracts will be
                  subject to DBS Bank's Standard Terms and Conditions governing
                  Foreign Exchange Facility granted by DBS Bank, a copy of which
                  is enclosed.

3     Should the above offer meet with your acceptance, please submit to DBS
Bank two (2) certified copies of the Resolution passed by your Board of
Directors accepting the same on all the terms and conditions contained herein,
together with the duplicate of this letter of offer duly signed.

4     This offer supersedes the previous letter of offer dated 22 Aug 2003 and
it shall lapse if it is not accepted within fourteen (14) days from the date of
this letter unless an extension is requested for and agreed to by DBS Bank.

5     Should you have any enquiries pertaining to this letter of offer, please
do not hesitate to contact the undersigned at 6767-1550.

Yours faithfully

/s/ LOI KAI CHEOW
- -----------------
for LOI KAI CHEOW
VICE PRESIDENT
DBS BUSINESS CENTRE (NORTH)
ENTERPRISE BANKING

enc

                                     DBS Bank Ltd    Tel: 65.6878 8966
                               Enterprise Banking    Fax: 65.6324 1556/6323 3612
                             6 Shenton Way #18-08            6224 8396
                           DBS Building Tower Two    Telex: RS 24455
                                 Singapore 068809    SWIFT Dest: DBSSSGSG
                                                     www.dbs.com

                                       6


                                                                      [DBS LOGO]

TRIO-TECH INTERNATIONAL PTE LTD
Banking Facilities
7 Oct 2003

We hereby confirm acceptance of the above terms and conditions and authorise you
to debit our account (no:__________________________) with your
(_________________________) Branch for the monthly instalments payable as well
as interest, fees, expenses or such other sum(s) that may be payable in
connection with the facility(ies) offered herein.

We declare that We (or the pledgor) have not* created a first fixed and/or
floating charge ("prior charge") over the company's assets to be pledged to you
as security ("pledged security") pursuant to the security clause in this letter
of offer in favour of another financial institution.

In the event that We (or the pledgor) have created a prior charge over the
pledged security, I/We undertake to:-

(i)   Substitute other collateral acceptable to DBS Bank not covered under the
      prior charge; or

(ii)  Procure the release of the pledged security from the prior charge; to pay
      all costs in connection therewith and to provide DBS Bank with copies of
      the relevant Deed of Release and Form 42 upon execution and/or lodgement
      as the case may be.

[TRIO-TECH INTERNATIONAL PTE LTD STAMP]

/s/ Yong Siew Wai
- ---------------------------------
Authorised Signatory(ies)
(Company's stamp to be affixed if required)
Date : 6th NOVEMBER 2003

* delete where inapplicable                          /s/ Victor Ting Hock Ming

                                     DBS Bank Ltd    Tel: 65.6878 8966
                               Enterprise Banking    Fax: 65.6324 1556/6323 3612
                             6 Shenton Way #18-08            6224 8396
                           DBS Building Tower Two    Telex: RS 24455
                                 Singapore 068809    SWIFT Dest: DBSSSGSG
                                                     www.dbs.com

                                       7



[DBS BANK LOGO]

    STANDARD TERMS AND CONDITIONS RELATING TO HOUSING/TERM LOANS ("THE LOAN")
       GRANTED BY THE DEVELOPMENT BANK OF SINGAPORE LIMITED ("DBS BANK")

A     GENERAL

1     TITLE

      Title to the property (ies) ("The Property") to be mortgaged or charged to
      DBS Bank as security for the Loan must be acceptable to DBS Bank in all
      respects.

2     LEGAL REQUISITIONS

      Replies to the usual legal requisitions and road and drainage
      interpretation plans relating to the Property must be satisfactory to DBS
      Bank.

3     DISBURSEMENT OF LOAN

3.1   A Loan for financing the purchase of the Property must be disbursed only
      upon the Borrower meeting the difference between the purchase price of the
      Property and the Loan amount. If the Loan includes a bridging loan, the
      housing or term loan may be disbursed only after full disbursement of the
      bridging loan.

3.2   In addition, a Loan secured by or for financing the purchase of a Property
      under construction will be disbursed:-

      3.2.1    in accordance with progress of construction acceptable to DBS
               Bank and as evidenced to the satisfaction of DBS Bank, such
               evidence to include Architect's certificates for progress
               payments; and

      3.2.2    only after submission to DBS Bank of the written undertaking of
               the Developer's mortgagee to release that Property from its
               paramount mortgage upon payment of 85% of the purchase price or
               such other amount required by law and acceptable to DBS Bank from
               time to time.

3.3   Any condition precedent prescribed by DBS Bank for the Loan has not been
      fulfilled to the satisfaction of the Bank or if any of the events of
      default mentioned in 14.1 below shall occur, the Borrower shall not be
      entitled to disbursement of the Loan, unless DBS Bank otherwise allows.

4     DOCUMENTATION FOR PROPERTIES UNDER CONSTRUCTION

      If the property is a unit under construction, the Borrower/mortgagor shall
      execute an assignment of the sale and purchase agreement signed by the
      Developer for the unit, together with a Mortgage-in-escrow which will be
      converted to a legal mortgage upon issuance of the separate Subsidiary
      Strata Certificate of Title/Certificate of Title for the unit. The sale
      and purchase agreement and the said assignment/mortgage document(s) shall
      be in such form and contain such terms and conditions acceptable
      to/required by DBS Bank.

5     INTEREST

5.1   Interest on the Loan shall be calculated based on the actual no of days
      elapsed, with annual, monthly or daily rests indicated in the Letter of
      offer for the Loan.

5.2   All interest (whether under this clause or any other clause hereof) shall
      be charged and payable at the respective rates provided under the
      applicable Letter of Offer and these Terms and Conditions up to the date
      of full payment of the amounts due, or the due date thereof, whichever is
      later, as well after as before any judgement obtained in respect thereof.

6     VARIATION OF INTEREST & INSTALMENT

6.1   Any interest rate may be varied by DBS Bank during the duration of the
      Loan upon one (1) month's notice or such other period as may be determined
      by DBS Bank. Notwithstanding the foregoing, the notice requirement shall
      not apply to variation in DBS Prime and any interest rate arising from
      variation of DBS Prime. DBS Bank shall be entitled at any time to vary DBS
      Prime without prior notice.

6.2   Upon such interest rate variation, the monthly instalments on the Loan
      shall be revised accordingly, such revised monthly instalments to take
      effect on the first day of the second month following the interest rate
      variation time or at such time deemed appropriate by DBS Bank.

7     ADDITIONAL INTEREST

7.1   Additional interest is payable on any overdue instalment at the rate
      applicable to the Loan.

7.2   Upon recall of the Loan, interest shall be charged at the Overdue Interest
      Rate on the outstanding principal, interest and other money(s) due and
      owing to DBS Bank from the date of recall until the date of full payment.

7.3   Such additional interest shall be calculated daily based on the actual
      number of days in the year and calculated with annual rests, if the
      principal sum is charged interest with annual rests, or with monthly
      rests, if the principal sum is charged interest with monthly or daily
      rests.

8     OTHER FEES

8.1   The Borrower shall pay:-

      8.1.1    all GST, stamp duties, registration fees, legal fees,
               administrative fees and out-of-pocket expenses incurred by DBS
               Bank in connection with the Loan and the preparation, execution,
               registration of the security documents and perfection of the
               security, and all other documents required by DBS Bank in
               relation to the Loan at such time deemed appropriate by DBS Bank;
               and

                                                   Housing/Term Loans Facilities
                                                                          Aug 02



               than at the option of the Borrower or any such indebtedness is
               unpaid when due or, as the case may be, within an appropriate
               grace period;

      14.1.5   if (in the case of a Borrower who is a firm) the firm dissolves
               or there is any change whatsoever in the constitution of the firm
               by reason of death or retirement or expulsion of any member
               thereof or the introduction of any new member without the prior
               written consent of DBS Bank;

      14.1.6   if (in the case of an individual) the Borrower dies or becomes
               insane;

      14.1.7   if a distress or execution or writ of seizure and sale or
               attachment is levied upon or issued against the Property or any
               other property or assets of the Borrower or any part thereof;

      14.1.8   if (in the case of a corporation or firm), the Borrower ceases or
               threatens to cease to carry on its/his business;

      14.1.9   if a receiver is appointed over the Property or any other
               property, assets or undertaking of the Borrower or any part
               thereof;

      14.1.10  if an event occurs or circumstances arise which gives DBS Bank
               reasonable grounds for believing that the Borrower may be unable
               to perform or comply with any one or more of the Borrower's
               obligations hereunder or under any security or agreement relating
               to the Loan;

      14.1.11  if any warranty or representation of the Borrower referred to
               herein or in DBS Bank's letter of offer of the Loan to the
               Borrower, as varied from time to time, is or shall become untrue;

      14.1.12  if any events specified herein or comparable events thereto
               occurs in relation to the guarantor; and

      14.1.13  if in the opinion of DBS Bank any security given to DBS Bank in
               relation to the Loan, or (in the case of a Borrower who is a
               corporation or firm) if the business of the Borrower is in
               jeopardy.

15    OWNER-OCCUPIED PROPERTY

15.1  Where DBS Bank has agreed to grant the Borrower the Loan subject to a
      condition that the Property is to remain owner-occupied, the Borrower
      shall warrant to DBS Bank that so long as any moneys remain owing from the
      Borrower to DBS Bank, the Property shall at all times remain
      owner-occupied and if this warranty shall be or at any time become untrue,
      DBS Bank shall be entitled to cancel or reduce the amount of the Loan and
      require repayment of all or any part of the sums owing from the Borrower
      or vary the rate of interest payable by the Borrower in respect of all or
      any part of the Loan or make any other variations to any terms and
      conditions relating to the Loan or any security therefor as the Bank shall
      in its absolute discretion deem fit, immediately or within such period as
      the Bank shall prescribe.

15.2  The Borrower shall from time to time on demand provide DBS Bank with
      evidence acceptable to DBS Bank that all warranties and representations
      made to the Bank by the Borrower or any guarantor remain true.

16    INSURANCE

16.1  The Property shall be insured with Aviva Ltd against risks of fire,
      lightning, explosion, riots, strikes and other risks as DBS Bank may from
      time to time consider fit. The Borrower shall ensure that the premiums are
      promptly paid on due dates. Such insurance shall be taken in the joint
      names of the owner of the Property and DBS Bank, with DBS Bank as
      mortgagee and loss payee. If the required insurance policy is not received
      by DBS Bank by the date of disbursement of the Loan or renewals thereof
      are not received by the expiry date of existing policies, DBS Bank may
      (but shall not be obliged to) proceed to arrange for automatic cover with
      ICS at the Borrower's expense.

16.2  For properties governed by the Land Titles (Strata) Act, the Borrower must
      procure a Mortgagee's Interest Policy.

16.3  The sum insured shall be at least 120% of the reinstatement value of the
      Property. In the case of a Property governed by the Land Titles (Strata)
      Act the sum insured shall be 120% of the reinstatement value of the
      Property or the Loan amount whichever is lower. The sum insured may be
      varied as determined by the Bank from time to time.

17    MORTGAGOR TO STAND AS SURETY

      Where the Property is owned by the Borrower and/or any other person(s),
      all such other person(s) must agree to mortgage the Property and stand as
      surety for the Loan.

18    NO ENCUMBRANCES, SALE OR TENANCY

      The Borrower shall not sell the Property or create any further mortgage or
      other encumbrance or enter into any tenancy agreement or enter into any
      tenancy agreement without the prior written consent of DBS Bank.

19    VALUATION FEES

      The Borrower will have to pay a valuation fee for the appraisal of all
      properties to be mortgaged to DBS Bank, such fee being non-refundable.

20    OUTGOINGS

      The Borrower shall produce to DBS Bank all receipts for or other evidence
      of payment of property tax, maintenance fees and other outgoings in
      respect of the Property as and when such payments have been made or upon
      demand.

21    ADEQUATE SECURITY MARGIN

      If the market value of the security created over the Property to secure
      the Loan and, if applicable, the Borrower's Central Provident Fund or
      Academic Staff Provident Fund with withdrawals (as the case may be) falls
      below what DBS Bank, in its sole opinion, considers to be an adequate
      security margin, DBS Bank shall be entitled, without prejudice to any
      other right which DBS Bank may have, to reduce the

                                                   Housing/Term Loans Facilities
                                                                          Aug 02



      29.6     to any receiver appointed by DBS Bank pursuant to its rights as
               mortgagee;

      29.7     to the insurer, valuer or proposed insurer or valuer of the
               Property or any other asset held or proposed to be held by DBS
               Bank as securities for the Borrower's liabilities, for purposes
               related to insurance or valuation of the Property or other asset;

      29.8     (where any Facilities relates to a staff loan granted to the
               Borrower under the Borrowers employer's staff loan scheme
               administered or funded by DBS Bank) to the employer of the
               Borrower for purposes relating to that staff loan and any
               security therefor;

      29.9     to any person or organisation participating in the provision of
               electronic or, without limitation, other services in connection
               with banking services utilised by the Borrower in connection with
               the Loan, whether in Singapore or outside Singapore, for the
               purpose of the operation of the said services including but not
               limited to investigating discrepancies, errors or claims;

      29.10    to any person engaged by DBS Bank to collect any sums of money
               owing to DBS Bank from the Borrower, for any purposes in
               connection with the collection of such sums;

      29.11    to any related corporation of DBS Bank for purposes of data
               processing or for promoting to the Borrower products and services
               offered by such related corporation; and

      29.12    to credit or charge card companies in credit or charge card
               enquiries.

      DBS Bank's rights under this Clause shall be in addition and without
      prejudice to any other rights of disclosure which DBS Bank may have under
      the Banking Act or any other statutory provisions of law and nothing
      herein is to be construed as limiting any of those other rights.

30    GOVERNING LAW

      30.1     These Terms and Conditions and all matters relating to the Loan
               shall be governed by the laws of Singapore and the Borrower and
               every guarantor shall submit to the non-exclusive jurisdiction of
               the Courts in Singapore.

      30.2     Without prejudice to DBS Bank's right to serve process in any
               other manner permitted by law, DBS Bank may effect personal
               service on the Borrower of any writ, summons or other process or
               document by leaving it at or sending it by ordinary post to the
               Borrower's address specified in the documentation relating to the
               Loan or the Borrower's address in Singapore last known to DBS
               Bank (whether to a post office box or to a place of residence or
               business or otherwise). Such process shall be deemed validly
               served on the Borrower immediately, if so left, or on the day
               immediately following the date of despatch, if sent by post (and
               the Borrower agrees that the Borrower shall be deemed to have
               adequate and sufficient notice of such process).

31    SEVERABILITY

      If any one or more of the provisions contained herein or any part thereof
      shall be deemed invalid, unlawful or unenforceable in any respect under
      any applicable law, the validity, legality and enforceability of the
      remaining provisions or part thereof contained herein shall not in any way
      be affected or impaired but these terms and conditions shall be construed
      as if such invalid, unlawful or unenforceable provision or part thereof
      had never been contained herein.

B     ADDITIONAL ITEMS APPLICABLE TO INCORPORATED BODIES

32    NEGATIVE PLEDGE

      The Borrower shall not create any charge, mortgage, pledge or lien in
      respect of any of its properties and assets nor factor nor assign any of
      its accounts receivable without the prior written consent of DBS Bank,
      such consent not to be unreasonably withheld.

33    ACCOUNTS AND REPORTS

      The Borrower and guarantor shall submit to DBS Bank their audited Balance
      Sheets and Profit and Loss Accounts together with their Directors' Reports
      every year immediately after their issue but in any case not later than 6
      months after the close of their respective financial years.

34    REORGANISATION/CHANGES

34.1  The Borrower shall not without the prior written consent of DBS Bank, such
      consent not to be unreasonably withheld:-

      34.1.1   undertake or permit any re-organisation, amalgamation,
               reconstruction, take-over, substantial change of shareholders or
               any other schemes of compromise or arrangement affecting its
               present constitution; and

      34.1.2   make substantial alteration to the nature of its business or
               amend or alter any of the provisions in the Borrower's Memorandum
               and Articles of Association relating to its borrowing powers and
               principal business activities.

35    WINDING-UP/JUDICIAL MANAGER

      The Borrower and guarantor shall immediately notify DBS Bank verbally of
      any petition filed or notice issued for passing of a resolution for the
      winding-up or appointment of a judicial manager of the Borrower and/or the
      guarantor. All verbal notifications shall be followed up within 24 hours
      by written notification.

36    APPOINTMENT OF SPECIAL CONSULTANT

      If there are any circumstances which lead DBS Bank to believe that the
      Borrower is or will be unable to perform its obligations in relation to
      the Loan or other security therefor, DBS Bank may require the Borrower to
      appoint, or appoint on the Borrower's behalf, a Special Consultant to
      conduct an audit of the Borrower or perform such other duties as DBS Bank
      may specify. DBS Bank may nominate any person whom DBS Bank considers
      suitably qualified to be the Special Consultant and, without limiting the
      generality of the foregoing,

                                                   Housing/Term Loans Facilities
                                                                          Aug 02

EX-10.34

                                                                   EXHIBIT 10.34

[LOGO]                                                 [STANDARD CHARTERED LOGO]

Date      11 August 2003

Our Ref   C&I/CDT/LC/JT/HJ/TRITI1

PRIVATE & CONFIDENTIAL

Trio-Tech International Pte Ltd
1008 Toa Payoh North
#03-09/18
Toa Payoh Industrial Estate
Singapore 318996

ATTENTION:   MR VICTOR TING
             CHIEF FINANCIAL OFFICER

Dear Sirs,

Standard Chartered Bank ("the Bank") is pleased to make available to Trio-Tech
International Pte Ltd ("the Company") a Receivables Purchase Facility upon terms
as follows:

RECEIVABLES PURCHASE FACILITY - SGD3,000,000

i)    SGD2,100,000 prepayment against approved debts

ii)   SGD900,000 prepayment against unapproved debts subject to the Bank's
      approval

For purchase of receivables in accordance with the terms of the Receivables
Purchase Agreement between the Bank and the Company ("AGREEMENT").

Expressions used in this section have the same meanings as defined in the
Agreement unless otherwise defined or the context otherwise requires.

The above limit represents the FIU Limit ("FUNDS IN USE") and may be made
available in USD at an exchange rate to be defined from time to time by the Bank
but the aggregate FIU limit at any one time shall not exceed SGD3,000,000.

Buyer list to be advised to and approved by the Bank for determining
availability of credit insurance cover which (if applicable) will be taken out
in the Bank's name with either a credit insurer or factoring company appointed
by the Bank.

Prepayment will be made by the Bank up to the percentage (if not zero)
stipulated in the Agreement of the invoice value less the Bank's Service Charge,
but subject to the FIU Limit and the Concentration Percentage not being
exceeded, and conditional upon compliance in all other respects with the terms
of the Agreement.

Discounting Charge will be payable monthly, calculated as the percentage
stipulated in the Agreement of the Funds in Use from time to time.

Service Charge will be calculated as stipulated in the Agreement.

                                         Trio-Tech International Pte Ltd 1/4

Standard Chartered Bank                                         [ISO 9001 STAMP]
Corporates & Institutions
Credit Operations
1 Tampines Central 5, CPF Tampines Building #03-00
Singapore 529508                                     Tel +65 6225 8888
Robinson Road P. O. Box 1901, Singapore 903801       Fax +65 6260 2513

Incorporated in England with limited liability by Royal Charter 1853
The Principal Office of the Company is situated in England at 1 Aldormanbury
Square London EG2V 7SB Reference Number ZC18



                                                       [STANDARD CHARTERED LOGO]

CONDITIONS

The following will also be required for all receivables purchased:-

(i)      Drawdown of the FIU limit is subject to the discharge of the existing
         charge on the company's receivables by OCBC Bank, such evidence to be
         forwarded to the Bank.

(ii)     Invoices relating to the receivable(s).

(iii)    If required by the Bank, formal assignment of debt in the Bank's
         approved form

(iv)     Invoices must be supported by copy of bill of lading, delivery order
         and/or airway bill.

(v)      All payments by the approved debtors must be made directly to the Bank
         or an account designated by the Bank

(vi)     Proceeds from Receivables Purchase Facility from the Bank to be used to
         pay off corresponding import trade liabilities

(vii)    Invoices to be reassigned to Company if payment from buyer is not made
         within 30 days from invoice due date.

(viii)   Loans to parent company Trio-Tech International, United States of
         America (directly and indirectly) and associated companies must not
         exceed SGD3,500,000 at all times

         THESE LOANS ARE DEFINED AS THE AGGREGATE OF ANY CURRENT AND LONG TERM,
         NON-TRADE AMOUNTS OWING TO THE CUSTOMER

(ix)     The Company is to maintain a minimum networth of SGD7,000,000 at all
         times

         NETWORTH IS DEFINED AS THE AGGREGATE OF PAID-UP CAPITAL AND REVENUE
         RESERVES, EXCLUDING REVALUATION RESERVES AND DEDUCTING ANY LOANS MADE
         TO THE DIRECTORS IN THEIR PERSONAL CAPACITIES OR TO THE PARENT COMPANY,
         TRIO-TECH INTERNATIONAL, UNITED STATES OF AMERICA DIRECTLY AND
         INDIRECTLY OR OTHER RELATED COMPANIES AND OTHER INTANGIBLE ASSETS

(x)      Gearing ratio of the Company is not to exceed 1 time

         CONSOLIDATED GEARING RATIO IS DEFINED AS TOTAL EXTERNAL DEBTS :
         NETWORTH

(xi)     Any dividends to be declared are subject to prior written consent from
         the Bank which will not be unreasonably withheld

(xii)    The Company is to submit to the Bank its quarterly management accounts
         and its operating subsidiaries including Trio-Tech International (M)
         Sdn Bhd, Trio-Tech (KL) Sdn Bhd and Trio-Tech (Bangkok) Co Ltd.

(xiii)   The Company is to submit to the Bank its quarterly lists of stocks and
         ageing debtors (trade and non-trade, including related company debts)
         within 90 days from the end of each quarter and stocks are subject to
         periodic inspection by the Bank's officers.

                                         Trio-Tech International Pte Ltd 2/4



                                                       [STANDARD CHARTERED LOGO]

(xiv)    The Company agrees that it will not:-

         (a)   seek to obtain any financing from any other bank or financial
               institution in respect of any invoice which it has presented or
               will present to the Bank;

         (b)   seek to sell or assign to any person, any debt which it has sold
               or intends to sell to the Bank under the Receivable Purchase
               Facility.

(xv)     If the Company has already obtained financing via any import facilities
         (the "Other Facilities") granted to the Company by the Bank or any
         other financial institution in respect of any particular invoices,
         debts, goods or services, then the Company shall not seek to utilise
         the Receivables Purchase Facility in respect of the said invoices,
         debts, goods or services, unless the proceeds from the utilisation of
         the Receivables Purchase Facility are used exclusively to repay the
         Company's indebtedness under the Other Facilities.

DOCUMENTATION

(1)      A certified true extract of the Company's board resolution duly
         authorising:

         (a)   acceptance and execution of the bank's Receivables Purchase
               Agreement;

         (b)   appointment of authorised signatory or signatories to execute on
               behalf of the Company all legal documents, notices and any other
               document in connection with the facility; and

         (c)   affixing the Common Seal to all documents as may be required in
               accordance with the Memorandum & Articles of Association of the
               Company

(2)      FRESH letter of undertaking from the Company confirming that invoices
         submitted to the Bank are "clean" and have not been financed by import
         facilities with the Bank or other financial institutions.

(3)      EXISTING all monies registered charge over fixed deposits of
         SGD2,000,000 or its equivalent in the name of the Company and supported
         by a board resolution.

(4)      EXISTING corporate guarantee for SGD2,500,000 executed by Trio-Tech
         International, United States of America, supported by a board
         resolution, held by Standard Chartered Bank, New York.

(5)      EXISTING registered fixed charge over high tension power sub-station
         located at Mukim No. 17 Lots No. A4551J and No. A4551K.

         Fire insurance policy covering the above property for the full
         reinstatement value with the Bank's interest indicated as mortgagee
         thereon including mortgagee, non-cancellation and reinstatement value
         clauses and premium paid receipts are to be lodged with the Bank.

AVAILABILITY AND REPAYMENT

The above facility is subject to periodic review by the Bank at its discretion,
and it is expressly agreed that the facility is at all times be available at the
sole discretion of the Bank. Notwithstanding any other provisions contained in
this letter or in any other document, the Bank will at all times have the right
to require immediate payment and/or cash collateralisation of all or part of any
sums

                                         Trio-Tech International Pte Ltd 3/4



                                                       [STANDARD CHARTERED LOGO]

actually or contingently owing to it in respect of the facility and the right to
immediately terminate or suspend, in whole or in part, all of the facility and
all further utilisation of it.

ACCEPTANCE

This offer will remain available for acceptance for 30 days from the date of
this letter unless an extension is agreed to by the Bank. To confirm your
acceptance of this offer, please return the attached duplicate of this letter
duly signed to:

                          STANDARD CHARTERED BANK
                          CORPORATES & INSTITUTIONS
                          CREDIT OPERATIONS
                          CPF TAMPINES BUILDING #03-01
                          1 TAMPINES CENTRAL 5
                          SINGAPORE 529508

                          ATTENTION: MS HABIBAH JOHARI

All terms and conditions stated in this facility letter will supersede those of
the Receivable Purchase Agreement if there is any conflict.

Yours faithfully
For and on behalf of
Standard Chartered Bank
Singapore Branch

/s/ Jonathan Teo
- ----------------
Jonathan Teo
Vice President
Local Corporates

                                   ACCEPTANCE

We confirm acceptance of the facility on the terms and conditions outlined in
this letter dated 11 August 2003.

For and on behalf of
Trio-Tech International Pte Ltd

/s/ Yong Siew Wai
- ------------------------
Authorised Signatory
Date:

                                         Trio-Tech International Pte Ltd 4/4

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, S. W. Yong, certify that:

1. I have reviewed this Annual Report on Form 10-K of Trio-Tech International, a California corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     (b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     (c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

     (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 22, 2004

/s/ S. W. YONG

S. W. Yong, Chief Executive

Officer and President (Principal Executive Officer)

EX-31.2

Exhibit 31.2

I, Victor H.M. Ting, certify that:

1. I have reviewed this Annual Report on Form 10-K of Trio-Tech International, a California corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     (b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     (c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

     (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 22, 2004

/s/ VICTOR H.M. TING

Victor H.M. Ting, Chief Financial Officer

and Vice President (Principal Financial Officer)

EX-32

Exhibit 32

SECTION 1350 CERTIFICATION

Each of the undersigned, S.W. Yong, President and Chief Executive Officer of Trio-Tech International, a California corporation (the “Company”), and Victor H.M. Ting, Vice President and Chief Financial Officer of the Company, do hereby certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge (1) the annual report on Form 10-K of the Company for the year ended June 30, 2004, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ S. W. YONG

Name: S. W. Yong

Title: President and Chief Executive Officer

Date: September 22, 2004

/s/ VICTOR H. M. TING

Name: Victor H.M. Ting

Title: Vice President and Chief Financial Officer

Date: September 22, 2004

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.