Dear Sirs RECEIVABLES PURCHASE AGREEMENT : TRIO-TECH INTERNATIONAL PTE LTD

Exhibit 10.46

Date      6 April 2006

Our Ref   CRC/CDT/LC/MG/DS/TRITI1

PRIVATE & CONFIDENTIAL

Trio-Tech International Pte Ltd
0000 Xxx Xxxxx Xxxxx
#00-00/00
Xxx Xxxxx Xxxxxxxxxx Xxxxxx
Xxxxxxxxx 000000

Attention: Xx Xxxxxx Xxxx
Chief Financial Officer

Dear Sirs

RECEIVABLES PURCHASE AGREEMENT :   TRIO-TECH INTERNATIONAL PTE LTD

We refer to the Receivables Purchase Facility Letter dated 11 August 2003 (the “Facility Letter”) and the two Receivables Purchase Agreements (the “Agreements”) dated 11 August 2003 setting out the terms and conditions of the Receivables Purchase Facility made available to your company (the “Company”) as varied by our letter dated 15 September 2005 (the “3rd Supplemental Letter”).

Following our recent discussions, we are pleased to confirm that Condition (viii) is deleted and Condition (ix) under “Conditions” shall be varied as follows:

CONDITIONS

(ix)		The Company is to maintain a minimum networth of SGD12,000,000 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

The variation set out above will take effect from the date of this letter (the “4th Supplemental Letter”).

Except for the above variation, all the terms of the Facility Letter and Agreements will remain in full force and effect in all other respects.

Expressions used in the 4th Supplemental Letter have the same meanings as defined in the Agreements unless otherwise defined or the context otherwise requires.

Standard Chartered Bank
Credit Risk Control
Wholesale Banking
0 Xxxxxxxx Xxxxxxx 0, XXX Xxxxxxxx Xxxxxxxx #00-00
Xxxxxxxxx 000000		Tel x00 0000 0000
Xxxxxxxx Road P. 0. Xxx 0000, Xxxxxxxxx 000000		Fax x00 0000 0000

Incorporated in England with limited liability by Royal Charter 1853
The Principal Office of the Company is situated In England of 0 Xxxxxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX Reference Number ZC 1B

Trio-Tech International Pte Ltd Page 1 of 2

Please sign the enclosed copy of the 4th Supplemental Letter and return it to

Standard Chartered Bank
Client Relationships
Credit Operations
CPF Xxxxxxxx Xxxxxxxx #00-00
0 Xxxxxxxx Xxxxxxx 0
Xxxxxxxxx 000000

Attention: Xx Xxxxx Xxx

within one month after the date of the 4th Supplemental Letter

The 4th Supplemental letter will be governed by Singapore law.

Yours faithfully,
For and on behalf of
STANDARD CHARTERED BANK
Singapore Branch

/s/ Xxxxxx Xxxxx Xxxxxx Xxxxx

Vice President

Local Corporates

ACCEPTANCE

We confirm acceptance of the facility on the terms and conditions outlined in the 4th Supplemental Letter dated 6 April 2006.

For and on behalf of
Trio-Tech International Pte Ltd

/s/ Xxxx Xxxx Wai Authorised Signatory

Date:

Trio-Tech International Pte Ltd Page 2 of 2