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                                                                   Exhibit 10.28


March 17, 1997


Xetel Corporation
2525 Brockton Drive
Austin, TX  78758


Att: Mr. Rich Chilinski

                              LETTER OF COMMITMENT

Dear Mr. Chilinski:

       General Electric Capital Corporation and its Nominee, KeyCorp Leasing
Ltd., (the "Lessors") are pleased to submit the following commitment to Xetel
Corporation (the "Lessee") to enter in to a lease (the "Lease") of the
equipment acceptable to the Lessor based on the Lessor's sole discretion (the
"Equipment").

The economics of the commitment are summarized in this letter which include the
relevant assumptions on which the lease rates for this transaction are based.
These assumptions and the following general conditions, are, therefore, an
essential part of our commitment and the lease rates quoted herein are
specifically based on these assumptions and the terms of this commitment.

                                FINANCIAL TERMS

Transaction:                  Single Investor Guideline Tax Lease

Lessee:                       Xetel Corporation

Lessor A:                     GE Capital or one of its wholly-owned subsidiaries
                              or assignees

Lessor B:                     Key Corp Leasing Ltd.

Equipment Location:           To be determined

Capitalized Lessor A's Cost:  $2,000,000

Capitalized Lessor B's Cost:  $2,000,000

Basic Lease Term:             Sixty (60) Months

Lease Rate Factor (s):        (A) April - June 1.72143%
                              
                              (B) July - Sept. 1.71499%

                              (C) Oct. - Dec. 1.70258%

                              Note: The Lease Rate Factor(s) are based on an 
                              assumption that, at the time of the funding, the
                              then most recent weekly average of 5 years
                              Treasury Note rates will be 6.36%.  If this is
                              not the case, then the Lease Rate Factors will be 
                              adjusted accordingly.
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Lease Commencement Date:           The date of execution by Lease of the
                                   Certificate of Acceptance for the Equipment.

Basic Term Commencement Date:      The first day of the month following the
                                   Lease Commencement Date, unless the Lease
                                   Commencement Date is the first day of a
                                   calendar month; in which case the Basic Term
                                   Commencement Date shall be the Lease
                                   Commencement.

Basic Term Rentals:                Each such payment would be equal to the
                                   Original Acquisition Cost multiplied by the
                                   Lease Rate Factor with applicable taxes paid
                                   monthly in advance.

Interim Period:                    The period from and including the Lease
                                   Commencement Date to the Basic Term
                                   Commencement Date.

Interim Rentals:                   The product of the Daily Lease Rate Factor
                                   times the Original Acquisition Cost of
                                   Equipment times the number of days in the
                                   Interim Period.  Interim Rent, plus
                                   applicable taxes, would be payable on the
                                   Basic Term Commencement Date.

Last Delivery Date:                September 30, 1997

End of Lease Purchase Option:      So long as no default exists hereunder and
                                   the lease has not been earlier terminated,
                                   Lessee may at lease expiration, upon at
                                   least 180 days prior written notice to
                                   Lessor, purchase all (but not less than all)
                                   of the Equipment in any Schedule for cash
                                   equal to its then Fair Market Value (plus
                                   all applicable sales taxes).

Tax Benefits:                      It is assumed that the Equipment is eligible
                                   for and that Lessor will be entitled to the
                                   following tax benefits of ownership:

                                      (1)Depreciation Method: 200% declining
                                      balance method over the Recovery Period,
                                      switching to straight line method for the
                                      first taxable year for which using the
                                      straight line method with respect to the
                                      adjusted basis as of the beginning of such
                                      year will yield a larger allowance.

                                      (2)Recovery Period: 5 Years

                                      (3)Basis: 100% of Equipment Cost

Covenants:                         Covenants identical to those on the Master
                                   Lease Agreement between GE Capital
                                   ("Lessor") and Xetel Corporation ("Lessee")
                                   dated April 30,1996.
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                                 **************

                               GENERAL PROVISIONS

       1.     Net Lease:  The Lease will be a "net lease" with the Lessee
responsible for paying rent under all circumstances.  Lessee is specifically
responsible for all expenses, maintenance, insurance and taxes relating to the
purchase, leas, possession and use of the Equipment excluding, however, taxes
based solely on the net income of lessor.

       2.     Tax Benefits and Indemnification:  It is assumed, and Lessee will
represent to Lessor in the Lease, that Lessor will be considered the owner of
the Equipment for state law and federal income tax purposes and that the most
accelerated depreciation or cost recovery deductions on the full amount of the
Equipment Cost will be available to Lessor.  Lessee shall indemnify Lessor for
loss of Tax Benefits due to Lessee's acts or omissions or breach of
representation, as well as for any reduction in Lessor's economic return
resulting from changes in Federal income tax rates after the date of this
proposal.

       3.     Maintenance and  Insurance:  All maintenance and insurance (fire
and theft, extended coverage and liability) are the responsibility of Lessee.
Lessee will be responsible for maintaining in force property and liability
insurance with companies and in amounts and coverage's satisfactory to Lessor.

       4.     Warranties:  All warranties, guaranties, services, instructions,
etc. made available by the manufacturer or vendor of the Equipment will be
passed on to Lessee for Lessee to enforce so long as Lessee is not in default.

       5.     Documentation:  It is anticipated that the Lessor's current
standard lease documentation for this type of Equipment and transaction will be
used.  Any changes to this document must be approved by Lessor.

       6.     Transaction Costs:  Lessor will be responsible for all of its
closing and transactions costs. Lessee will be responsible for all its closing
and transaction costs.

       7.     Commitment Fee:  By signing below, Lessee acknowledges the terms
and conditions of this commitment and agrees to pay a commitment fee of  $0.00
(the "Commitment Fee").  The Commitment Fee will be applied to the initial
payment(s) of rent, except for a documentation charge of $0.00.  The Commitment
Fee is not refundable and deemed earned .  It shall be retained by Lessor
whether or not the Lease transaction is closed.

       8.     Tax Law Change:  Since the commitment and its economics are based
on the provisions of the Internal Revenue Code (the "Code"), and the
regulations adopted thereunder (the "Regulations") in effect on the date of
this commitment letter, Lessor reserves the right to modify or revoke this
commitment in the event its economics are, in Lessor's judgment, adversely
affected by any amendment to the Code or the Regulations occurring after the
date of this commitment letter, but prior to the commencement date of any
Schedule to Lease.  In the event Lessor revokes this commitment, Lessee shall
repay to Lessor any progress payments, taxes and any other sums which Lessor
has paid in connection with any assignment, purchase agreement or any other
document related to the Equipment.
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       9.     Tax Base Unavailability:  Lessor reserves the right to terminate
this commitment if Lessor determines, in its sole discretion, that it has
insufficient tax base available to permit it to lease the Equipment hereunder
while preserving the net yields and cash flows on which this commitment is
premised.

                If Lessor elects to terminate the commitment as provided in
this paragraph, it may offer to provide Lessee with secured loan or non-tax-
oriented lease financing up to the amount of the Capitalized Lessor's Cost of
the Equipment, at Lessor's discretion.

       10.    Representations and Warranties:  Lessee warrants and represents
              that all information submitted to Lessor prior to or concurrent
              with this commitment letter is true and correct.

       11.    Approval of Documents:  All documents required hereby or relating
              to Lessee's capacity and authority to enter into the Lease and to
              execute the documents relating thereto, and such other documents,
              instruments, certificates opinions and assurances as Lessor may
              request and all procedures in connection herewith, will be
              subject to the approval of Lessor and its counsel as to form and
              substance.

       12.    No Assignment:  This commitment letters shall not be assigned by
              Lessee by operation of law or otherwise without the prior written
              consent of Lessor.

       13.    Commencement of Commitment:  This commitment and all of its terms
              shall not commence unless and until Lessor has received your
              acknowledgment hereof and the above Commitment Fee no later than
              March 31st, 1997.

       14.    Termination:  Lessor may terminate this commitment by written or
              telegraphic notice to Lessee if:

       (a)    There has been a material adverse change in or damage to the
              business or financial condition of Lessee, any guarantor or other
              primary or secondary obligor in the sole judgment of Lessor, or

       (b)    Lessee shall fail to comply with any term or condition hereof; or

       (c)    Lessee, any guarantor or other primary or secondary obligor shall
              (I) apply for or consent to the appointment of a receiver,
              trustee or liquidator for it or for any of its property, (ii)
              make a general assignment for the benefit of creditors, (iii) be
              adjudicated a bankrupt or insolvent or (iv) file or to take
              advantage of any bankruptcy, reorganization, insolvency, or
              liquidation law or statute, or an answer admitting the material
              allegations of a petition filed against it in any proceeding
              under any such law, or if applicable, if corporate action shall
              be taken by Lessee, any guarantor or other primary or secondary
              obligor for the purpose of effecting any of the foregoing; or

       (d)    A default or breach of any other agreement between Lessee and
              Lessor shall have occurred

       15.   Miscellaneous:   This commitment letter sets forth the entire
agreement of the parties with respect to the subject to the subject matter
hereof, and supersedes all prior written or oral understandings with respect
thereto, provided, however, that all written and oral representations made by
Lessee to Lessor with respects to the subject matter hereof shall survive the
issuance of this commitment letter.  No modification or waiver of any provision
of this commitment letter shall be effective unless the same shall be in
writing signed by the parties hereto.
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       16.    No Reliance:    Unless specifically agrees in writing by Lessor,
no third party can rely upon this commitment letter.

       17.    Lessee Commitment to Enter into Transaction:  If the forgoing
terms and conditions as acceptable to you, please sign and return a copy of
this commitment letter along with the Commitment Fee whereupon this letter
shall constitute our commitment to provide and your commitment to accept the
financing substantially on the terms and conditions set forth herein.

       We would appreciate the opportunity to discuss this commitment in more
detail at your  earliest convenience.  We look forward to your early review and
response.  If there are any questions, please do not hesitate to contact us at
(410) 527-9300.



                                   Very truly yours,
                                   GECC Capital Market Group, INC.

                                   By: /s/ Stephen E. White
                                          --------------------------
                                           Stephen E. White
                                   Title:  Vice President

COMMITMENT ACCEPTED:

Xetel Corporation

By: /s/ Richard S.Chilinski
        ---------------------------

Title: Chief Financial Officer