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                                                                  EXHIBIT 10.24


                                 AMENDMENT NO. 8

                             Dated as of May 8, 2002

                                       to

                         RECEIVABLES PURCHASE AGREEMENT

                           Dated as of August 10, 2000

                  THIS AMENDMENT NO. 8 dated as of May 8, 2002 ("Amendment")
is entered into by and among Jabil Circuit Financial, Inc. ("JCFI"), a Delaware
corporation (the "Seller"), Jabil Circuit, Inc. ("Jabil"), a Delaware
corporation (the "Sub-Servicer"), the financial institutions party hereto (the
"Financial Institutions"), Falcon Asset Securitization Corporation ("Falcon")
and Bank One, NA (Main Office Chicago), as Agent (the "Agent"). Capitalized
terms used herein and not otherwise defined herein shall have the meanings
ascribed to them in the RPA, as defined below.

                             PRELIMINARY STATEMENTS

                  A.       The Seller, the Sub-Servicer, the Financial
Institutions, Falcon and the Agent are parties to that certain Receivables
Purchase Agreement dated as of August 10, 2000 (as the same has been amended
prior to the date hereof and may be further amended, restated, supplemented or
otherwise modified from time to time, the "RPA").

                  B.       The parties hereto have agreed to amend the RPA on
the terms and conditions hereinafter set forth.

                  NOW, THEREFORE, in consideration of the premises set forth
above, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Seller, the Sub-Servicer, the Purchasers and
the Agent agree as follows:

                  SECTION 1. Amendment to the RPA. Effective as of the date
hereof, subject to the satisfaction of the condition precedent set forth in
Section 2 below, Schedule D to the RPA is hereby amended to add the phrase
"Receivables for which the Obligor is Marconi Corporation plc."

                  SECTION 2. Conditions Precedent. This Amendment shall become
effective as of the date first above written, upon receipt by the Agent of: four
(4) copies of this Amendment duly executed by each of the Seller, the
Sub-Servicer, the Financial Institutions, Falcon and the Agent.

                  SECTION 3. Covenants, Representations and Warranties of the
Seller and the Sub-Servicer.

                           3.1.     Upon the effectiveness of this Amendment,
                  each of the Seller (individually and in its capacity as
                  Servicer) and the Sub-Servicer hereby reaffirms all covenants,
                  representations and warranties made by it, to the extent the
                  same are not amended hereby, in the RPA, as amended, and
                  agrees that all such covenants, representations and warranties
                  shall be deemed to have been re-made as of the effective date
                  of this Amendment.

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                           3.2.     Each of the Seller (individually and in its
                  capacity as Servicer) and the Sub-Servicer hereby represents
                  and warrants, (i) that this Amendment constitutes the legal,
                  valid and binding obligation of such Person enforceable
                  against such Person in accordance with its terms, except as
                  enforceability may be limited by bankruptcy, insolvency,
                  reorganization, moratorium or similar laws affecting the
                  enforcement of creditors' rights generally and general
                  principles of equity which may limit the availability of
                  equitable remedies and (ii) upon the effectiveness of this
                  Amendment, no Amortization Event or Potential Amortization
                  Event has occurred or is continuing.

                  SECTION 4. Reference to the Effect on the RPA.

                           4.1.     Upon the effectiveness of this Amendment,
                  each reference in the RPA to "this Agreement," "hereunder,"
                  "hereof," "herein," "hereby" or words of like import shall
                  mean and be a reference to the RPA as amended hereby, and each
                  reference to the PA in any other document, instrument or
                  agreement executed and/or delivered in connection with the RPA
                  shall mean and be a reference to the RPA as amended hereby.

                           4.2.     Except as specifically amended hereby, the
                  RPA and the other documents, instruments and agreements
                  executed and/or delivered in connection therewith shall remain
                  in full force and effect and are hereby ratified and
                  confirmed.

                           4.3.     The execution, delivery and effectiveness of
                  this Amendment shall not operate as a waiver of any right,
                  power or remedy of the Purchasers or the Agent under the RPA
                  or any of the other Transaction Documents, nor constitute a
                  waiver of any provision contained therein, except as
                  specifically set forth herein.

                  SECTION 5. Headings. Section headings in the Amendment are
included herein for convenience of reference only and shall not constitute part
of this Amendment for any other purpose.

                  SECTION 6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS
OF LAW PROVISIONS) AND DECISIONS OF THE STATE OF ILLINOIS.

                  SECTION 7. Counterparts. This Amendment may be executed by one
or more of the parties to this Amendment on any number of separate counterparts
and all of said counterparts taken together shall be deemed to constitute one
and the same instrument.

                  SECTION 8. Fees and Expenses. The Seller hereby confirms its
aGreement to pay on demand all costs and out-of-pocket expenses of the Agent and
Falcon in connection with the preparation, execution, delivery and
administration of this Amendment, including, without limitation, the reasonable
fees and out-of-pocket expenses of counsel to Falcon and the Agent.


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                  IN WITNESS WHEREOF, this Amendment has been duly executed as
of the day and year first above written.



                                       JABIL CIRCUIT FINANCIAL, INC., as Seller
                                       and Servicer



                                       By: /s/ Jonathan E. Taylor
                                          --------------------------------------
                                       Name: Jonathan E. Taylor
                                       Title: Vice President



                                       JABIL CIRCUIT, INC., as Sub-Servicer



                                       By: /s/ Forbes Alexander
                                          --------------------------------------
                                       Name: Forbes Alexander
                                       Title: Treasurer



                                       FALCON ASSET SECURITIZATION CORPORATION



                                       By: /s/ Patrick J. Power
                                          --------------------------------------
                                       Name: Patrick J. Power
                                            ------------------------------------
                                       Title: Authorized Signatory



                                       BANK ONE, NA (Main Office Chicago), as a
                                       Financial Institution and as Agent



                                       By: /s/ Patrick J. Power
                                          --------------------------------------
                                       Name: Patrick J. Power
                                            ------------------------------------
                                       Title: Authorized Signatory