EXHIBIT 99.3

Risk Factors

         We do business in a very difficult economic environment.

We and others in the electronic and component industry have for the past several
years experienced a decline in product demand on a global basis, resulting in
order cancellations and deferrals, and introduction of fewer new products. This
decline is primarily attributable to a slowing of growth in the
telecommunications and networking markets. This slowdown may continue and may
become more pronounced. The current economic environment, as well as
recessionary trends in the global economy, makes it more difficult for us to
predict our future sales, which also makes it more difficult to manage our
operations, and could adversely impact our results of operations.

         We do business in a highly competitive industry

Our business is highly competitive worldwide, with relatively low barriers to
competitive entry. We compete principally on the basis of product quality and
reliability, availability, customer service, technological innovation, timely
delivery and price. The electronic components industry has become increasingly
concentrated and globalized in recent years and our major competitors, some of
which are larger than us, have significant financial resources and technological
capabilities.

         Our backlog figures may not be reliable indicators.

Many of the orders that comprise our backlog may be canceled by customers
without penalty. Customers may on occasion double and triple order components
from multiple sources to ensure timely delivery when backlog is particularly
long. Customers often cancel orders when business is weak and inventories are
excessive. Therefore, we cannot be certain the amount of our backlog does not
exceed the level of orders that will ultimately be delivered. Our results of
operations could be adversely impacted if customers cancel a material portion of
orders in our backlog.

         There are substantial pressures on us to lower our prices.

The average selling prices for our products tend to decrease rapidly over their
life cycle, and customers are increasing pressure on suppliers to lower prices.
Our profits will suffer if we are not able to reduce our costs of production as
sales prices decline.


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         We are dependent on an ability to develop new products.

         Our future operating results are dependent, in part, on our ability to
develop, produce and market new and more technologically advanced products.
There are numerous risks inherent in this process, including the risks that we
will be unable to anticipate the direction of technological change or that we
will be unable to timely develop and bring to market new products and
applications to meet customers' changing needs.

         Our acquisitions may not produce the anticipated results.

         A significant portion of our recent growth is from acquisitions. We
cannot assure you that we will identify or successfully complete transactions
with suitable acquisition candidates in the future. We also cannot assure you
that acquisitions we complete will be successful. If an acquired business fails
to operate as anticipated or cannot be successfully integrated with our other
businesses, our results of operations, enterprise value, market value and
prospects could all be materially and adversely affected.

         If our acquisitions fail to perform up to our expectations, or as the
value of goodwill decreases, we could be required to record a loss from the
impairment of the asset. Integration of new acquisitions into our consolidated
operations may result in lower average operating results for the group as a
whole.

         Our strategy also focuses on the reduction of selling, general and
administrative expenses through the integration or elimination of redundant
sales offices and administrative functions at acquired companies. Our inability
to achieve these goals could have an adverse effect on our results of
operations.

         We intend to continue to seek additional acquisition candidates,
although we cannot predict when or if we will make any additional acquisitions,
and what the impact of any such acquisitions may have on our financial
performance. If we were to undertake a substantial acquisition for cash, the
acquisition would likely need to be financed in part through bank borrowings or
the issuance of public or private debt. Under our existing credit facility, we
are required to obtain our lenders' consent for certain additional debt
financing, to comply with other covenants including the application of specific
financial ratios, and may be restricted from paying cash dividends on our
capital stock. We cannot assure you that the necessary acquisition financing
would be available to us on acceptable terms when required. If we were to
undertake an acquisition for equity, the acquisition may have a dilutive effect
on the interests of the holders of our common stock.

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         We may be impacted by our competitors' overcapacity

         Any drop in demand or increase in supply of our products due to the
overcapacity of our competitors could cause a dramatic drop in our average sales
prices causing a decrease in our gross margins.

         We are exposed to weaknesses in international markets, including the
weaknesses associated with the SARs epidemic.

         We have operations in six countries around the world outside the United
States, and approximately 73% of our revenues during 2002 were derived from
sales to customers outside the United States. Some of the countries in which we
operate have in the past experienced and may continue to experience political,
economic, medical epidemic and military instability or unrest. These conditions
could have an adverse impact on our ability to operate in these regions and,
depending on the extent and severity of these conditions, could materially and
adversely affect our overall financial condition and operating results. In
particular, current medical epidemic conditions in the Far East could adversely
affect our business operations there and elsewhere.

         Although our operations have traditionally been largely transacted in
US dollars or US dollar linked currencies, recent world financial instability
and recent acquisitions in the Dominican Republic, Mexico, Germany, the United
Kingdom, Hong Kong and The Peoples' Republic of China may cause additional
foreign currency risks.

         Other risks inherent in doing trade internationally include;
expropriation and nationalization, trade restrictions, transportation delays,
and changes in US laws that may inhibit or restrict our ability to manufacture
in or sell to any particular country.

         We continue to benefit from favorable tax treatment in many of the
countries where we operate. The benefits we currently enjoy could change if laws
or rules in the United States or those foreign jurisdictions change, incentives
are changed or revoked, or we are unable to renew current incentives.

         We may experience labor unrest.

         As we implement transfers of certain of our operations, we may
experience strikes or other types of labor unrest as a result of lay-offs or
termination of employees in higher labor cost countries.

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         We rely upon our ability to procure high quality raw materials at
cost-effective prices.

         Our results of operations may be adversely impacted by difficulties in
obtaining raw materials, supplies, power, natural resources and any other items
needed for the production of our products, as well as by the effects of quality
deviations in raw materials and the effects of significant fluctuations in the
prices on existing inventories and purchase commitments for these materials.

         As product life cycles shorten and during periods of market slowdowns,
the risk of material obsolescence increases and this may adversely impact our
financial results.

         Our results of operations may be adversely impacted by environmental
regulations.

         Our manufacturing operations, products and/or product packaging are
subject to environmental laws and regulations governing air emissions,
wastewater discharges, the handling, disposal and remediation of hazardous
substances, wastes and certain chemicals used or generated in our manufacturing
processes, employee health and safety labeling or other notifications with
respect to the content or other aspects of our processes, products or packaging,
restrictions on the use of certain materials in or on design aspects of our
products or product packaging and responsibility for disposal of products or
product packaging. More stringent environmental regulations may be enacted in
the future, and we cannot presently determine the modifications, if any, in our
operations that any such future regulations might require, or the cost of
compliance with these regulations.

         Our results may vary substantially from period to period.

         Our revenues may vary significantly from one accounting period to
another accounting period due to a variety of factors, including customers'
buying decisions, our product mix and general market and economic conditions.
Such variations could significantly impact our stock price.