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                                                                   Exhibit 10.27

                      FIRST AMENDMENT TO CREDIT AGREEMENT
                                (Borrowing Base)

       THIS FIRST AMENDMENT TO CREDIT AGREEMENT (Borrowing Base)(this
"Amendment") dated effective as of April 15, 1997 (the "Effective Date"), is by
and between XETEL CORPORATION ("Borrower"), and TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, a national banking association whose principal office is located
in Houston, Texas (the "Bank").

                             PRELIMINARY STATEMENT

       The Bank and the Borrower have entered into a Credit Agreement (with
Borrowing Base) dated as of August 23, 1996 (the "Credit Agreement").  The
"Agreement", as used in the Credit Agreement, shall also refer to the Credit
Agreement as amended by this Amendment.  All capitalized terms defined in the
Credit Agreement and not otherwise defined herein shall have the same meanings
herein as in the Credit Agreement.  The Bank and the Borrower have agreed to
amend the Credit Agreement to the extent set forth herein, and in order to,
among other things, renew, modify and increase the Commitment.

       NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties hereto, the Bank and the Borrower hereby agree as
follows:

       Section 1.  Revolving Credit Note.  Section 1.1 of the Credit Agreement
is amended by redesignating the same as Section 1.1.A and by substituting the
following for the Section 1.1.A of the Credit Agreement:

       "Subject to the terms and conditions hereof, the Bank agrees to make
       loans ("Revolving Loan" or "Revolving Loans") to Borrower from time to
       time before the Termination Date, not to exceed at any one time
       outstanding for Borrower the lesser of the Borrowing Base or
       $10,000,000.00 (the "Commitment"), Borrower having the right to borrow,
       repay and reborrow.  Each Revolving Loan and Repayment must be at least
       the minimum amount required in the Revolving Note.  The Revolving Loans
       may only be used for supporting Borrower's accounts receivable and
       inventory. The Bank and the Borrower agree that Chapter 15 of the Texas
       Credit Code shall not apply to this Agreement, the Revolving Note or any
       Revolving Loan.  The Revolving Loans shall be evidenced by and shall
       bear interest and be payable as provided in the promissory note of
       Borrower dated the Effective Date (together with any and all renewals,
       extensions, modifications, replacements, and rearrangements thereof and
       substitutions therefor, the "Revolving Note") which is given in renewal,
       modification and increase of that certain promissory note dated August
       23, 1996 in the original principal amount of $7,000,000.00 (including
       all prior notes of which said note represents a renewal, extension,
       modification, increase, substitution, rearrangement or replacement
       thereof, the "Renewed Note").  The parties hereto agree that there is as
       of the Effective Date an outstanding principal balance of $-0- under the
       Revolving Note leaving a balance as of the Effective Date of
       $10,000,000.00 under the Commitment available for Revolving Loans
       subject to the terms and conditions of this Agreement.  "Termination
       Date" means the earlier of (a) August 31, 1998; or (b) the date
       specified by Bank pursuant to Section 6.1 hereof.

       Section 2.  The Credit Agreement is amended by adding a new Section
1.1.B to read as follows:

       "ADVANCE TERM NOTE 1.1.B  Bank agrees to extend an advance loan
       converting to a  term loan on the Advance Termination Date (as defined
       in the Advance Term Note) in the amount of $2,500,000.00 ("Advance/Term
       Loan" or "Advance/Term Loans") to Borrower as evidenced by a promissory
       note in proper form in the original principal amount of $2,500,000.00
       dated April 3, 1997 and maturing August 31, 2000 (together with any and
       all renewals, extensions, modifications and replacements thereof and
       substitutions therefor, the "Advance/Term Note")."  The Advance/Term
       Loans shall be for the purpose of financing Borrower's leasehold
       improvements."




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       Section 3.  The Credit Agreement is amended by adding a new Section
1.1.C to read as follows:

       "LOANS AND NOTES 1.1.C  "Loan" or "Loans" shall refer to each and all
       Revolving Loans and all Advance/Term Loans.  "Note" or "Notes" shall
       refer to each and both of the Revolving Note and the Advance/Term Note."

       Section 3.  Section 1.4 of the Credit Agreement is amended by
substituting the following for Section 1.4 of  the Credit Agreement:

       "In consideration of the Commitment, Borrower will pay a Commitment Fee
       (computed on the basis of the actual number of days elapsed in a year
       comprised of 360 days) of one-eighth (1/8) of one percent (1%) on the
       Revolving Loan based on the daily average difference between the
       Commitment and the principal balance of the Revolving Note from the date
       hereof to the Termination Date.  The Commitment Fee is due and payable
       quarterly in arrears beginning on September 30, 1996."

       Section 4.  Section 7.4 of the Credit Agreement is amended as follows:

       "All representations, warranties, covenants and agreements made by or on
       behalf of Borrower in connection with the Loan Documents will survive
       the execution and delivery of the Loan Documents; will not be affected
       by any investigation made by any Person, and will bind Borrower and the
       successors, trustees, receivers and assigns of Borrower and will benefit
       the successors and assigns of the Bank; provided that Bank's agreement
       to make Loans to Borrower will not inure to the benefit of any successor
       or assign of Borrower except for an approved merger or business
       combination.  Except as otherwise provided herein, the term of this
       Agreement will be until the later of the final maturity of the Revolving
       Note or the Term Note, whichever is later and the full and final payment
       of all Obligations and all amounts due under the Loan Documents."

       Section 5.  Section 7.6 of the Credit Agreement is amended as follows:

       "EXPENSES  7.6  Any provision to the contrary notwithstanding, and
       whether or not the transactions contemplated by this Agreement are
       consummated, Borrower agrees to pay on demand all reasonable, direct
       out-of-pocket expenses (including, without limitation, the fees and
       expenses of counsel for Bank) in connection with the negotiation,
       preparation, execution, filing, recording, modification, supplementing
       and waiver of the Loan Documents and the making, servicing and
       collection of the Loans.  Notwithstanding anything contained herein to
       the contrary, Borrower shall not pay more than $1,500.00 for any single,
       annual field analysis of Borrower's assets.  Borrower agrees to pay
       Bank's standard Documentation Preparation and Processing Fee for
       preparation, negotiation and handling of this Agreement not to exceed
       the amount of $1,500.00.  Borrower also agrees to pay Bank a transaction
       fee of $8,500.00, which fee is due and payable upon the execution of
       this Amendment.  The obligations of the Borrower under this and the
       following section will survive the termination of this Agreement."

       Section 6.  Exhibit A of the Credit Agreement is hereby amended by
replacing prior Exhibit A with the Exhibit A attached hereto and hereby
incorporated into this Amendment and the Credit Agreement for all purposes.

       Section 7.  Exhibit C of the Credit Agreement is hereby amended by
replacing prior Exhibit C with the Exhibit C attached hereto and hereby
incorporated into this Amendment and the Credit Agreement for all purposes.

       Section 8.  The Borrower hereby represents and warrants to the Bank that
after giving effect to the execution and delivery of this Amendment: (a) the
representations and warranties set forth in the Credit Agreement are true and
correct on the date hereof as though made on and as of such date; and (b) no
Event of Default, or event which with passage of time, the giving of notice or
both would become an Event of Default, has occurred and is continuing as of the
date hereof.

       Section 9.  This Amendment shall become effective as of the Effective
Date upon its execution and delivery by each of the parties named in the
signature lines below.





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       Section 10.  The Borrower further acknowledges that each of the other
Loan Documents is in all other respects ratified and confirmed, and all of the
rights, powers and privileges created thereby or thereunder are ratified,
extended, carried forward and remain in full force and effect except as the
Credit Agreement is amended by this Amendment.

       Section 11.  This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed an original and all of which taken
together shall constitute but one and the same agreement.

       Section 12.  This Amendment shall be included within the definition of
"Loan Documents" as used in the Agreement.

       Section 13.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND AS APPLICABLE, THE LAWS OF
THE UNITED STATES OF AMERICA.

       THIS WRITTEN AMENDMENT AND THE OTHER LOAN DOCUMENTS CONSTITUTE A "LOAN
AGREEMENT" AS DEFINED IN SECTION 26.02(a) OF THE TEXAS BUSINESS & COMMERCE
CODE, AND REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.

       IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed effective as of the Effective Date.



              BORROWER:                    XETEL CORPORATION

                                           By: /s/ Richard S. Chilinski
                                           Name:   Richard S. Chilinski
                                           Title:  Chief Financial Officer

              BANK:                        TEXAS COMMERCE BANK
                                           NATIONAL ASSOCIATION

                                           By: /s/ Ralph T. Beasley
                                           Name:   Ralph T. Beasley
                                           Title:  Vice President





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