EQUIPMENT LEASE AGREEMENT

Equipment Lease Agreement

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THREE FIVE SYSTEMS INC | UNICO TECHNOLOGY BERHAD

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Title: EQUIPMENT LEASE AGREEMENT
Date: 3/15/2004
Industry: ELECTR

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EXHIBIT 10.24

DATED THIS 1ST DAY OF APRIL, 2003

BETWEEN

UNICO TECHNOLOGY BERHAD

AND

MATTLINE INDUSTRIES SDN BHD

------------------------------------

EQUIPMENT LEASE AGREEMENT

------------------------------------

WONG & PARTNERS

ADVOCATES & SOLICITORS

Level 41, Suite A

Menara Maxis KLCC

50088 Kuala Lumpur

Telephone: (603) 2055 1888

Facsimile: (603) 2161 2919

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CONTENTS

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NO. CLAUSE HEADING PAGE

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<S> <C>

1. DEFINITIONS AND CONSTRUCTION.................................................... 1

1.1. Definitions............................................................ 1

1.2. Construction........................................................... 3

2. THE LEASE AND CONDITIONS PRECEDENT.............................................. 3

3. DELIVERY AND ACCEPTANCE......................................................... 4

4. LEASE PERIOD.................................................................... 4

5. RENT AND PAYMENTS............................................................... 5

6. REPRESENTATIONS AND WARRANTIES.................................................. 7

7. GENERAL UNDERTAKINGS............................................................ 8

8. OPERATIONAL UNDERTAKINGS........................................................ 9

9. TITLE AND REGISTRATION......................................................... 11

10. INSURANCES..................................................................... 11

11. LOSS AND DAMAGE................................................................ 11

12. TERMINATION EVENTS............................................................. 12

13. OPTION TO PURCHASE EQUIPMENT................................................... 14

14. REDELIVERY..................................................................... 14

15. INDEMNITIES.................................................................... 15

16. MISCELLANEOUS PROVISIONS....................................................... 15

16.1. Benefit of Agreement.................................................. 15

16.2. Further Assurances.................................................... 15

16.3. Rights Cumulative, Waivers............................................ 16

16.4. Delegation............................................................ 16

16.5. Notices............................................................... 16

16.6. Costs and Taxes....................................................... 17

16.7. Invalidity of any Provision........................................... 17

16.8. Intervention by Lessee................................................ 17

17. GOVERNING LAW.................................................................. 17

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THIS EQUIPMENT LEASE AGREEMENT is made on the 1st day of April, 2003

BETWEEN:

(1) UNICO TECHNOLOGY BERHAD (Company No. 189742-K) company incorporated

under the laws of Malaysia with its registered office at 8th Floor,

Menara BGI, Plaza Berjaya, 12 Jalan Imbi, 55100, Kuala Lumpur, Malaysia

(the "LESSOR"); and

(2) MATTLINE INDUSTRIES SDN. BHD. (Company No. 606069-A) a company

incorporated in Malaysia under the laws of Malaysia with its registered

office at Level 41-B, Menara Maxis, Kuala Lumpur City Centre, 50088

Kuala Lumpur (the "LESSEE").

WHEREAS the Lessor has agreed to lease certain equipment to the Lessee upon and

subject to the terms and conditions of this Agreement

NOW IT IS HEREBY AGREED as follows:

1. DEFINITIONS AND CONSTRUCTION

1.1. Definitions

In this Agreement, unless the context otherwise requires:

"BUSINESS" means the business carried on by the

Lessor as at the date hereof, including

the electronic manufacturing services

business;

"BUSINESS DAY" means a day (excluding Saturday) on

which banks are open in Penang, Malaysia

for the transaction of business of the

nature required by this Agreement;

"COMPLETION DATE" means the date of completion of the Joint

Venture Agreement;

"DELIVERY DATE" the later of 1 May 2003 or the Completion

Date;

"DESIGNATED ACCOUNT" means the account held and maintained

under the name of the Lessor or its

nominees in accordance with Clause 5.4

and having the particulars specified in

SCHEDULE 2;

"EQUIPMENT" means any and all equipment specified in

SCHEDULE 1 hereto and all substitutions,

renewals and replacements made in or to

that equipment, and any other equipment

as determined by the Lessor from time to

time in the Lessor's absolute discretion;

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"FINANCIERS" means the banks, financial institutions

and other entities specified in APPENDIX

1 which have provided credit facilities

to the Lessor to acquire possession of

the Equipment;

"FINANCIERS' AGENT" means the agent collectively appointed or

consented to by the Financiers;

"FINANCING DOCUMENTS" means the documents specified in APPENDIX

2 pursuant to which the Financiers have

financed the Lessor's acquisition of

possession of the Equipment;

"FINANCIERS' INTEREST" means the rights, title and interest of

the Financiers in the Equipment pursuant

to the Financing Documents;

"FINANCIERS' UNDERTAKING" means the undertaking, the form of which

is set out in APPENDIX 3;

"INSPECTION" means the inspection that may be carried

out by the Lessee or its authorized

representatives or agents on the

Equipment prior to the Delivery Date;

"INTEL CORPORATION" means Intel Corporation, a corporation

incorporated in the United States of

America or any of its subsidiaries,

related corporations, associated

companies or affiliates;

"JOINT VENTURE AGREEMENT" means the joint venture agreement between

TFS International, Ltd., TFS

International, II Ltd., Unico Systems Sdn

Bhd, Unico Holdings Berhad and the Lessor

dated April 1, 2003;

"LEASE PERIOD" means the period specified as such in

SCHEDULE 2;

"PROPOSED DELIVERY DATE" means the date on which falls five (5)

Business Days (or such shorter time as

may be mutually agreed between the Lessor

and the Lessee) prior to the Delivery

Day;

"RENTAL" means all and any amounts payable to the

Lessor by the Lessee pursuant to Clause 5

of this Agreement;

"RM" and "RINGGIT" means the lawful currency from time to

time of Malaysia;

"RENTAL PAYMENT DATE" means the date on which the Rental is due

to be paid in accordance with Clause 5.2;

"SECURITY INTEREST" means any mortgage, charge, pledge, lien,

right of set-off (excluding any right of

set-off arising in favor of a banker by

operation of law) or other security

interest whatsoever, howsoever created or

arising;

<PAGE>

"SELLER" means any person from whom the Lessor had

purchased the Equipment; and

"TERMINATION EVENT" means any of the events or circumstances

specified in Clause 12 as constituting a

Termination Event; and "PROSPECTIVE

TERMINATION EVENT" means any event or

circumstance which with the giving of

notice and/or the lapse of time and/or

the fulfillment of any other condition

would be a Termination Event.

1.2. Construction

In this Agreement, unless the context requires otherwise, any reference

to:

(a) an "AGENCY" of a state or government includes any ministry,

agency, board, bureau, commission, department, authority,

statutory corporation (whether autonomous or not) or other

instrumentality of or any corporation or other entity owned or

controlled by such state or government;

(b) an "AUTHORIZATION" includes any and all approvals, consents,

licenses, permits, franchises, permissions, registrations,

declarations, reductions or exemptions;

(d) a "PERSON" includes any individual, juridical person, company,

body corporate or unincorporate, partnership, firm, joint

venture or trust or any federation, state or subdivision

thereof or any government or agency of any thereof; and

(e) "TAX" includes any tax, levy, duty, charge, compulsory loan,

impost, fee, deduction or withholding of any nature now or

hereafter imposed, levied, collected, withheld or assessed and

"TAXATION" shall be construed accordingly.

1.3. In this Agreement, unless the context requires otherwise, words

importing the singular include the plural and vice versa and words

importing a gender include every gender; references herein to Clauses

and Schedules are to clauses of and schedules to this Agreement;

references to this Agreement or any other document shall be construed

as references to such document as the same may be amended or

supplemented from time to time.

2. THE LEASE AND CONDITIONS PRECEDENT

2.1. The Lessor agrees to lease, and the Lessee agrees to take on lease, the

Equipment upon the terms and conditions set out in this Agreement.

2.2. The Lessee shall not be obliged to take the lease of all or any

Equipment from the Lessor, unless the Lessee shall have received in

form and substance satisfactory to it:

(a) a copy certified by an authorized director of the Lessor as

being a true, complete and up-to-date copy of each of the

following:

(i) the constituent documents of the Lessor; and

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(ii) the business license and/or registration certificate

of the Lessor;

(b) evidence that the execution of this Agreement has been duly

authorized by the Lessor;

connection with the execution and performance of this

Agreement and all other documents referred to herein or to be

executed in connection herewith have been obtained; and

(d) such other documents relating to any of the matters

contemplated herein as the Lessee may reasonably request.

2.3. (a) On the Delivery Date, the Lessee shall pay to the Lessor the

sum of Ringgit Malaysia Nine Hundred and Fifty Thousand

(RM950,000) being equivalent to one month Rental as security

deposit for the observance and performance by the Lessee of

the terms and conditions of this Agreement ("SECURITY

DEPOSIT").

(b) The Security Deposit shall not be treated as payment of the

Rental or any part thereof and the Security Deposit shall be

returned to the Lessee free of interest on the termination of

the lease or the expiry of the Lease Period (whichever the

earlier to occur) provided that if the Lessee has incurred any

liability to the Lessor under this Agreement the Lessor shall

be at liberty and shall have absolute right and power to apply

the Security Deposit in reduction or discharge of the Lessee's

liability to the Lessor.

3. DELIVERY AND ACCEPTANCE

3.1. On the Delivery Date:

(a) the Lessor will deliver to the Lessee the Equipment under this

Agreement;

(b) the Lessor will deliver to the Lessee the Financiers'

Undertaking duly executed by each of the Financiers; and

from the Lessor.

3.2. The Lessor shall extend to the Lessee the benefit of any guarantee,

condition or warranty which may have been given to the Lessor by the

manufacturer of the Equipment or the Seller in so far as the same is

capable of being assigned to the Lessee.

3.3. Subject to the terms of this Agreement, the Lessor will do nothing to

disturb the quiet possession and use of the Equipment by the Lessee

during the Lease Period.

4. LEASE PERIOD

4.1. The leasing of any Equipment under this Agreement shall commence on the

Delivery Date and shall, subject to this Clause 4 and the provisions of

this Agreement relating to earlier termination, end on the last day of

the Lease Period.

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4.2. (a) At any time between the Proposed Delivery Date and the

Delivery Date, the Lessee shall be entitled (but not

obligated) to conduct the Inspection.

(b) Notwithstanding any remedy which may be available to the

Lessee under this Agreement, if, following the Inspection, the

Lessee considers that the Equipment or any part thereof is in

an unsatisfactory condition or suffers from any defect, the

Lessee may require the Lessor to either:

(i) rectify the unsatisfactory condition or defect

("RECTIFICATION"); or

(ii) replace the Equipment or the part thereof that is

unsatisfactory or suffers from the defect

("REPLACEMENT").

prior to the Delivery Date so that the Equipment, when

delivered on the Delivery Date shall not be in an

unsatisfactory condition or suffer from any defect.

4.3. Following the Inspection, no defect or unsatisfactory condition of the

Equipment or any failure of the Equipment to comply with the warranties

or representations of the Seller or the manufacturer in relation

thereto, and no loss, theft, damage or destruction of the Equipment or

any part thereof, nor any other event, change in law or circumstances

of any nature whatsoever, shall impair any obligation of the Lessee

under this Agreement (including without limitation as to the payment of

Rentals or other sums), so that all such obligations shall, except as

provided in Clause 12, continue in full force and effect.

5. RENT AND PAYMENTS

5.1. The Lessee shall pay to the Lessor, Rentals during the Lease Period in

accordance with the provisions of this Clause 5. The total value of

Rentals is Ringgit Malaysia Forty Five Million Six Hundred Thousand

(RM45,600,000) representing 48 payments of RM950,000. The Rental to be

paid by the Lessee to the Lessor on each Rental Payment Date is the sum

of RM950,000.

5.2. Subject to Clause 5.3, the Lessee shall pay to the Lessor the Rental on

the day of the month on which the Delivery Date falls. For the

avoidance of doubt, if the first Rental Payment Date falls on the 15th

day of the month, all subsequent Rental Payment Dates shall be the 15th

day of the month. The first Rental Payment Date shall be the Delivery

Date.

5.3. All payments to be made by the Lessee under this Agreement, whether of

Rentals or otherwise, shall unless otherwise provided be made in

Malaysian Ringgit to the Designated Account not later than 10:00 a.m.

(local time in the place for payment) on the due date for payment and

for value on that date and in all cases under telefax advice to the

Lessor.

5.4. (a) The Lessor acknowledges and undertakes to procure that:

(i) the Designated Account shall be used solely for the

purpose of receiving Rentals due from the Lessee

under this Agreement;

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(ii) the Rentals paid into the Designated Account shall be

applied as follows:

(aa) firstly, in paying all amounts due from the

Lessor to the Financiers;

(bb) secondly, all expenses incurred in

connection with the performance of the

Lessor's obligations under this Agreement;

and

(cc) thirdly, the balance (if any), shall be for

the account of the Lessor.

(b) In furtherance of this Clause 5.4, the Lessor agrees to

procure the appointment of the Financiers' Agent as authorized

signatory of the Designated Account on terms and with

authority limits acceptable to the Financiers.

5.5. If any payment would otherwise be due on a day which is not a Business

Day, it shall be due on the preceding Business Day.

5.6. The Lessee will pay interest at the rate of eight per centum (8%) per

annum, on any outstanding Rental which is due and payable under this

Agreement.

5.7. (a) Subject as hereinafter provided, the Lessee may on any Rental

Payment Date prepay all or any of the installments of the

Rentals to become due in inverse order of maturity provided

that:

(i) the Lessee shall have given to the Lessor not less

than six (6) months' prior written notice of its

intention to make the prepayment, specifying the

amount thereof and the date on which it is to be