<PAGE>
                                                                   EXHIBIT 10.23


                      FORBEARANCE AND AMENDMENT NUMBER ONE
                    TO ACCOUNTS RECEIVABLE PURCHASE AGREEMENT

         This Forbearance and Amendment Number One to Accounts Receivable
Purchase Agreement (this "Forbearance Agreement"), dated as of May 29, 2002, is
entered into by and among the following parties:

                  (a)      XETEL CORPORATION, a Delaware corporation (the
                           "Seller");

                  (b)      SILICON VALLEY BANK ("Buyer").

                                    RECITALS

         A. The Seller and Buyer have entered into that certain Accounts
Receivable Purchase Agreement, dated as of April 9, 2002 (the "Purchase
Agreement"), pursuant to which Buyer agreed to purchase accounts receivable from
Seller, subject to the terms of the Purchase Agreement.

         B. Prior to the date of this Forbearance Agreement, Events of Default
have occurred, as described in clauses (a) and (b) below, and are anticipated to
occur, as described in clause (c) below, under the Purchase Agreement by reason
of the following acts or omissions:

                           (a) the Seller's continuing failure to comply with
         its covenant in Section 6.2(A) of the Purchase Agreement, resulting in
         an Event of Default under Section 9(E) of the Purchase Agreement;

                           (b) Seller received monies in payment of Purchased
         Receivables and failed to transfer and deliver the same to Buyer;
         instead Borrower used such monies for Seller's working capital
         purposes, all in breach of Section 6.1(F) of the Purchase Agreement,
         which in turn is an Event of Default under Section 9(E) of the Purchase
         Agreement; and

                           (c) the Seller anticipates that, subsequent to the
         date of this Forbearance Agreement, the Seller will breach the
         Additional Warranties, Representations, and Covenants in Section 6.2(J)
         of the Purchase Agreement, which in turn is an Event of Default under
         Section 9(E) of the Purchase Agreement, which provides for certain "AP
         Milestones" that are required to be met on May 31, 2002 and on June 30,
         2002, which relate to the maximum percentage of the Seller's aggregate
         accounts receivable that are over 90 days from invoice date.

The Events of Default referred to above and the specific occurrences of these
Events of Default prior to the date of this Forbearance Agreement are referred
to as the "Specific Events of Default."

         C.       The Specific Events of Default remain uncured as of this date.



FORBEARANCE AND AMENDMENT
NUMBER ONE TO ACCOUNTS RECEIVABLE
PURCHASE AGREEMENT - Page 1


<PAGE>


         D. Pursuant to Section 10 of the Purchase Agreement, Buyer is
authorized to exercise various rights and remedies including, but not limited
to, declaring all Obligations immediately due and payable.

         E. The Seller has requested that Buyer forbear temporarily from
exercising certain of Buyer's rights and remedies under the Purchase Agreement
and that Buyer provide temporary, additional financing to Seller.

         F. Buyer has agreed to forbear temporarily, as set forth in this
Forbearance Agreement, and to provide temporary additional financing to Seller.

         G. The Seller has advised Buyer that certain personal property taxes
are past due and owing to the local taxing authorities in Dallas County, Texas,
in the amount shown on the cash budget attached hereto as Exhibit "A". The
Seller has requested the temporary additional financing, in part, to pay such
personal property taxes current.

                                 ACKNOWLEDGMENTS

         A. The Seller hereby acknowledges and agrees to the accuracy of all
Recitals included in this Forbearance Agreement.

         B. To the extent that there is a conflict between the terms of this
Forbearance Agreement and the terms of the Purchase Agreement, the terms of this
Forbearance Agreement shall govern.

         C. The Seller acknowledges and agrees that, as of May 28, 2002, the
outstanding principal amount of the Obligations is $2,027,317.19, exclusive of
interest, costs, fees, and other expenses payable by the Seller to Buyer under
the Purchase Agreement as of such date.

         D. The Seller further acknowledges and agree that, as a result of the
occurrence of the Specific Events of Default, the Seller has declared
Obligations under the Purchase Agreement due and payable in full, that the
entire balance thereof is immediately due and payable in full, and that Buyer
has exercised its right to cease buying receivables from Seller, the Seller
having waived, and hereby waiving, notice of intention to accelerate, notice of
acceleration, and all other notices, presentments, demands, including without
limitation, those set forth in the Purchase Agreement.

                                   AGREEMENTS

         NOW, THEREFORE, in consideration of the premises herein contained and
other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound, agree to the
above Recitals and Acknowledgments, and further as follows:



FORBEARANCE AND AMENDMENT
NUMBER ONE TO ACCOUNTS RECEIVABLE
PURCHASE AGREEMENT - Page 2


<PAGE>

         1. DEFINITIONS. All capitalized terms used but not otherwise defined in
this Forbearance Agreement shall have the meanings ascribed to them in the
Purchase Agreement.

         2. FORBEARANCE. Forbearance to July 22, 2002. Subject to the terms and
conditions set forth in this Forbearance Agreement and the Seller's
acknowledgments and agreements set forth above, and expressly conditioned upon
the absence of any additional Events of Default, and satisfaction and
fulfillment of each of the conditions precedent set forth in Section 3 below and
the conditions subsequent set forth in Section 4 below, Buyer shall forbear from
demanding payment in full of the Obligations and forbear from exercising its
rights and remedies under Section 10 of the Purchase Agreement (other than the
right to cease buying receivables) as a result of the Specific Events of Default
for a period (the "Forbearance Period") beginning on the date of this
Forbearance Agreement and expiring on the earlier to occur of the following:

                           (1) 5:00 p.m., Pacific time, July 22, 2002; or

                           (2) any occurrence of any Event of Default other than
                  the Specific Events of Default or any re-occurrence of a
                  Specific Event of Default after the date of this Forbearance
                  Agreement.

         3. CONDITIONS PRECEDENT TO EFFECTIVENESS OF FORBEARANCE PERIOD. The
effectiveness of this Forbearance Agreement is subject to the satisfaction of
the following conditions precedent, unless specifically waived in writing by
Buyer:

                  3.1. Buyer shall have received this Forbearance Agreement,
duly executed by the Seller.

                  3.2. Buyer shall have received and approved an operating cash
budget through July 31, 2002, dated as of the date of this Forbearance
Agreement, attached hereto as Exhibit "A".

                  3.3. The representations and warranties contained herein and
in the Purchase Agreement shall be true and correct in all material respects on
and as of the date hereof.

                  3.4. No Default or Event of Default under the Purchase
Agreement shall have occurred and be continuing, other than the Specific Events
of Default, unless such Default or Event of Default has been specifically waived
in writing by Buyer.

         4. CONDITIONS SUBSEQUENT TO EFFECTIVENESS. The continued effectiveness
of this Forbearance Agreement is subject to the satisfaction of the following
conditions subsequent, unless specifically waived in writing by Buyer.

                  4.1. Access. The Seller shall give Buyer and Buyer's auditors
or its agent complete access to the Seller's books and records during the
Forbearance Period. The Seller agrees to provide complete cooperation with Buyer
and Buyer's auditors or its agent.



FORBEARANCE AND AMENDMENT
NUMBER ONE TO ACCOUNTS RECEIVABLE
PURCHASE AGREEMENT - Page 3



<PAGE>

                  4.2. Blocked Accounts. The Seller shall ensure the deposit of
all payments collected by the Seller on its accounts into JP Morgan Chase Bank
account no. 00102630523 or JP Morgan Chase Bank account no. 00102630531 as
required by the Blocked Account Control Agreement. The Seller agrees to provide
complete cooperation with Buyer and Buyer's auditors or its agent, and the
Seller shall provide 100% remittance of all cash collections from all sources
into the blocked accounts described above until further notice.

                  4.3 Ericsson Litigation. The Seller will deposit in one of the
blocked accounts described in Section 4.2 above on the earlier to occur of (i)
receipt of funds, or (ii) June 30, 2002, funds in the amount of $700,000
received pursuant to certain agreements arising out of litigation between the
Seller and LM Ericsson Telephone Company or an affiliate thereof (the "Ericsson
Litigation").

                  4.4 Deposits into Blocked Accounts. Any and all cash received
by Seller, whether from accounts receivable or otherwise, will be deposited into
one of the blocked accounts described in Section 4.2 above or will be wired to
the Seller's cash collateral account at Buyer, in accordance with the following
instructions: Federal Reserve Bank, for credit to Silicon Valley Bank, ABA # 121
140 399, further credit to XeTel Corporation, Account # 330 036 3022.

                  4.5 Payment of Personal Property Taxes. Within five (5) days
of the date of this Forbearance Agreement, the Seller will pay the personal
property taxes that are past due and owing to the local taxing authorities in
Dallas County, Texas, and will deliver to Buyer receipts and other evidence
reasonably satisfactory to Buyer that all such taxes have been paid in full.
Until the Seller delivers to Buyer receipts and other evidence reasonably
satisfactory to Buyer that all such taxes have been paid in full, the Buyer will
be entitled to increase the "Reserves" (as such term is defined in Section 8 of
the Addendum attached hereto as Exhibit "B") by the amount of the unpaid
personal property taxes.

         5. AMENDMENTS.

                  5.1. Definitions. The definition of "Lockbox" in Section 1 of
the Purchase Agreement is hereby amended and restated in its entirety to read as
follows:

                  "'Lockbox' shall have the meaning set forth in Section 6.1(k)
hereof."

                  5.2. Revolving Loans. A new Section 2.5 is added to the
Purchase Agreement as follows:

                  "2.5 REVOLVING LOANS. The Buyer may, at its option, make loans
         to Seller under the terms and conditions set forth in the Addendum
         attached to the Forbearance Agreement."

                  5.3. Material Adverse Change. Section 9(J)(i) of the Purchase
Agreement is hereby amended and restated in its entirety to read as follows:



FORBEARANCE AND AMENDMENT
NUMBER ONE TO ACCOUNTS RECEIVABLE
PURCHASE AGREEMENT - Page 4



<PAGE>

                  "(J)(i) There is a material adverse change in the business,
         operations, or condition (financial or otherwise) of the Seller, or
         (ii) there is any change (a "Management Change") in the person serving
         as Chief Executive Officer, Chief Financial Officer, Chief Fiscal
         Officer, Director of Sales, or Vice President of Operations of the
         Seller, and the Seller fails to (A) notify in writing the Buyer within
         twenty-four (24) hours of such Management Change and (B) provide in
         writing, within forty-eight (48) hours of the deadline for giving
         notice of the Management Change, a plan for responding to the
         Management Change with a suitable replacement, in reasonable detail and
         that is satisfactory to the Buyer, or"

                  5.4. Termination Date. Section 16 of the Purchase Agreement is
hereby amended and restated in its entirety to read as follows:

                  "16. TERMINATION DATE. This agreement will terminate on July
         22, 2002."

                  5.5. Addendum. the Purchase Agreement is hereby amended and
restated by adding the Addendum attached hereto as Exhibit "B".

         6. ADDITIONAL AGREEMENTS.

                  6.1 Forbearance Fee. In consideration of the agreements of
Buyer set forth in this Forbearance Agreement, Seller agrees to pay Buyer the
following:

                  (a)      $20,000 on the date this Forbearance Agreement is
                           executed;

                  (b)      $20,000 on June 22, 2002; and

                  (c)      $20,000 on July 22, 2002.

                  6.2. Consent to Relief. In the event of any re-occurrence of a
Specific Event of Default or any breach of the Conditions Precedent, the
Conditions Subsequent or the Additional Agreements set forth in this Forbearance
Agreement, then, to the extent that Buyer establishes before a court of
appropriate jurisdiction that any of the foregoing has occurred, the Seller
consents to injunctive relief for the benefit of Buyer in order to enforce the
terms of this Forbearance Agreement and the Purchase Agreement.

                  6.3. Potential Capital Infusions. Seller will advise and
inform Buyer of any and all potential infusions of capital, including, but not
limited to, offers from an investor buyer to purchase the Seller, or
substantially all of the assets of the Seller.

         7. RATIFICATIONS, REPRESENTATIONS AND WARRANTIES.

                  7.1. Controlling Agreement. The terms and provisions set forth
in this Forbearance Agreement shall supersede all inconsistent terms and
provisions set forth in the Purchase Agreement and, except as expressly set
forth in this Forbearance Agreement, the terms and provisions of the Purchase
Agreement are ratified and confirmed and shall continue in full



FORBEARANCE AND AMENDMENT
NUMBER ONE TO ACCOUNTS RECEIVABLE
PURCHASE AGREEMENT - Page 5


<PAGE>

force and effect. The parties hereto agree that the Purchase Agreement shall
continue to be legal, valid, binding and enforceable in accordance with its
terms as amended.

                  7.2. Access. The Seller represents and warrants that the
Seller has given Buyer complete access to the Seller's books and records.

                  7.3. Representations and Warranties. The Seller hereby
represents and warrants to Buyer as follows:

                  (a) the execution, delivery and performance of this
         Forbearance Agreement and any and all other agreements executed and/or
         delivered in connection herewith or therewith have been authorized by
         all requisite corporate action on the part of the Seller and will not
         violate the Certificate of Incorporation or Bylaws of the Seller;

                  (b) the representations and warranties contained in this
         Forbearance Agreement and the Purchase Agreement are true and correct
         on and as of the date hereof as though made on and as of such date,
         except to the extent that breaches thereof are specifically waived by
         this Forbearance Agreement;

                  (c) no Default or Event of Default under the Purchase
         Agreement has occurred and is continuing, other than the Specific
         Events of Default, unless such Default or Event of Default has been
         specifically waived in writing by Buyer;

                  (d) the Seller is in full compliance with all covenants and
         agreements contained in the Purchase Agreement, other than those
         covenants and agreements specifically identified in this Forbearance
         Agreement;

                  (e) the consummation of the transactions contemplated hereby
         will not (i) violate any provision of the organizational documents or
         governing instruments of the Seller, (ii) violate any judgment, order,
         ruling, injunction, decree or award of any court, administrative agency
         or governmental body against, or binding upon, the Seller, or (iii)
         constitute a violation by the Seller of any law or regulation of any
         jurisdiction applicable to the Seller;

                  (f) this Forbearance Agreement was reviewed by the Seller, who
         acknowledges and agrees that the Seller (i) understands fully the terms
         of this Forbearance Agreement and the consequences of the issuance
         hereof, (ii) has been afforded an opportunity to have this Forbearance
         Agreement reviewed by, and to discuss this Forbearance Agreement with,
         such attorneys and other persons as the Seller may wish, and (iii) has
         entered into this Forbearance Agreement of its own free will and accord
         and without threat or duress; and

                  (g) this Forbearance Agreement and all information furnished
         to Buyer is made and furnished in good faith, for value and valuable
         consideration; and this Forbearance Agreement has not been made or
         induced by any fraud, duress or undue influence exercised by Buyer or
         any other person.



FORBEARANCE AND AMENDMENT
NUMBER ONE TO ACCOUNTS RECEIVABLE
PURCHASE AGREEMENT - Page 6


<PAGE>

         8. MISCELLANEOUS.

                  8.1. Misrepresentation. The Seller shall indemnify and hold
Buyer harmless from and against any losses, damages, costs and expenses
(including attorneys' fees) incurred by Buyer as a direct or indirect result of
(i) breach of any representation or warranty contained in this Forbearance
Agreement, or (ii) any breach or default under any of the covenants or
agreements contained in this Forbearance Agreement.

                  8.2. Covenants and Agreements. The Seller hereby agrees and
acknowledges that it is well and truly indebted to Buyer pursuant to the terms
of the Purchase Agreement and other documents executed in connection therewith
and hereby agrees to observe, comply with and perform all of the obligations,
terms and conditions under or in the Purchase Agreement and other documents
executed in connection therewith, except as may be amended or waived by this
Forbearance Agreement.

                  8.3. Ratification of Liens and Security Interests. The Seller
hereby acknowledges and agrees that the liens and security interests of Buyer,
as more fully described in the Purchase Agreement and documents executed in
connection therewith, are valid and subsisting liens and security interests and
are superior to all liens and security interests other than those exceptions
approved by Buyer in writing and as otherwise permitted under the Purchase
Agreement.

                  8.4. No Waiver. The Seller agrees that nothing contained in
this Forbearance Agreement shall affect or impair the validity or priority of
the liens and security interests under any of the documents executed in
connection with the Purchase Agreement. Buyer further reserves all its rights
under the these documents except as expressly modified herein.

                  8.5. Survival of Representations and Warranties. Except as
provided otherwise in this Forbearance Agreement, all representations and
warranties made in the Purchase Agreement or any document executed in connection
therewith, including, without limitation, any document furnished in connection
with this Forbearance Agreement, shall survive the execution and delivery of
this Forbearance Agreement, and no investigation by Buyer or any closing shall
affect the representations and warranties or the right of Buyer to rely upon
them.

                  8.6. Expenses of Buyer. The Seller agrees to pay on demand all
reasonable costs and expenses incurred by Buyer in connection with the
preparation, negotiation and execution of this Forbearance Agreement and any
other agreements executed pursuant hereto, including, without limitation, the
reasonable costs and fees of Buyer's legal counsel. The Seller acknowledges that
Buyer may debit the Seller's account to pay such costs and expenses. Further,
the Seller acknowledges that, at the execution and delivery of this Forbearance
Agreement, Buyer may debit the Seller's account to pay costs and expenses,
including Buyer's attorneys' fees, incurred at such time.

                  8.7. Severability. Any provision of this Forbearance Agreement
held by a court of competent jurisdiction to be invalid or unenforceable shall
not impair or invalidate the



FORBEARANCE AND AMENDMENT
NUMBER ONE TO ACCOUNTS RECEIVABLE
PURCHASE AGREEMENT - Page 7


<PAGE>

remainder of this Forbearance Agreement, and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.

                  8.8. Successors and Assigns. This Forbearance Agreement will
inure to the benefit of and be binding upon the parties hereto and their
respective successors and permitted assigns.

                  8.9. Headings. The headings of the sections and subsections of
this Forbearance Agreement are inserted for convenience only and do not
constitute a part of this Forbearance Agreement.

                  8.10. Counterparts. This Forbearance Agreement may be executed
in counterparts, and when so executed each counterpart shall be deemed to be an
original, and said counterparts together shall constitute one and the same
instrument. However, no party shall be required to exhibit or prove all
counterparts of the original agreement to make proof of same, rather each
counterpart shall constitute an enforceable agreement against the party who has
executed the same.

                  8.11. Facsimile Execution. This Forbearance Agreement may be
executed and delivered by facsimile, and the production of a facsimile
counterpart shall have the same force and effect as production of an originally
executed counterpart for all purposes.

                  8.12. No Commitment. The Seller agrees that Buyer has made no
commitment or other agreement regarding the Purchase Agreement, or any document
executed in connection therewith, except as expressly set forth in this
Forbearance Agreement. The Seller warrants and represents that the Seller will
not rely on any commitment, further agreement to forbear or other agreement on
the part of Buyer unless such commitment or agreement is in writing and signed
by Buyer.

                  8.13. Survival. All representations, warranties, covenants and
agreements of the parties made in this Forbearance Agreement shall survive the
execution and delivery hereof, until such time as all of the obligations of the
parties hereto shall have lapsed in accordance with their respective terms or
shall have been discharged in full.

                  8.14. Time of Essence. The parties to this Forbearance
Agreement have agreed specifically with regard to the times for performance set
forth in this Forbearance Agreement. Further, the parties to this Forbearance
Agreement acknowledge that the agreements with regard to the times for
performance are material to this Forbearance Agreement. Therefore, the parties
agree and acknowledge that time is of the essence to this Forbearance Agreement.

                  8.15. LAW GOVERNING. THIS FORBEARANCE AGREEMENT SHALL BE
DEEMED TO HAVE BEEN SUBSTANTIALLY NEGOTIATED AND MADE IN THE STATE OF CALIFORNIA
AND SHALL BE INTERPRETED AND THE RIGHTS OF THE PARTIES DETERMINED IN ACCORDANCE
WITH THE LAWS OF THE UNITED STATES APPLICABLE THERETO AND THE INTERNAL LAWS OF
THE



FORBEARANCE AND AMENDMENT
NUMBER ONE TO ACCOUNTS RECEIVABLE
PURCHASE AGREEMENT - Page 8


<PAGE>

STATE OF CALIFORNIA APPLICABLE TO AN AGREEMENT EXECUTED, DELIVERED AND PERFORMED
THEREIN, WITHOUT GIVING EFFECT TO THE CHOICE-OF-LAW RULES THEREOF OR ANY OTHER
PRINCIPLE THAT COULD REQUIRE THE APPLICATION OF THE SUBSTANTIVE LAW OF ANY OTHER
JURISDICTION.

                  8.16. WAIVER; MODIFICATION. NO PROVISION OF THIS FORBEARANCE
AGREEMENT MAY BE WAIVED, CHANGED OR MODIFIED, OR THE DISCHARGE THEREOF
ACKNOWLEDGED, ORALLY, BUT ONLY BY AN AGREEMENT IN WRITING SIGNED BY THE PARTY
AGAINST WHOM THE ENFORCEMENT OF ANY WAIVER, CHANGE, MODIFICATION OR DISCHARGE IS
SOUGHT. NO DELAY ON THE PART OF BUYER IN EXERCISING ANY RIGHT, POWER OR
PRIVILEGE HEREUNDER, SHALL OPERATE AS A WAIVER THEREOF, NOR SHALL ANY WAIVER OF
ANY RIGHT, POWER OR PRIVILEGE HEREUNDER OPERATE AS A WAIVER OF ANY OTHER RIGHT,
POWER OR PRIVILEGE HEREUNDER, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY
RIGHT, POWER OR PRIVILEGE HEREUNDER PRECLUDE ANY OTHER OR FURTHER EXERCISE
THEREOF, OR THE EXERCISE OF ANY OTHER RIGHT, POWER OR PRIVILEGE HEREUNDER. ALL
RIGHTS AND REMEDIES HEREIN PROVIDED ARE CUMULATIVE AND ARE NOT EXCLUSIVE OF ANY
RIGHTS OR REMEDIES THAT THE PARTIES HERETO MAY OTHERWISE HAVE AT LAW OR IN
EQUITY.

                  8.17. WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, SELLER HEREBY IRREVOCABLY AND EXPRESSLY WAIVES ALL RIGHT TO A
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON
CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS FORBEARANCE
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF BUYER IN THE
NEGOTIATION, ADMINISTRATION OR ENFORCEMENT THEREOF.

                  8.18. FINAL AGREEMENT. THIS FORBEARANCE AGREEMENT AND THE
OTHER DOCUMENTS EXECUTED IN CONNECTION THEREWITH REPRESENT THE ENTIRE EXPRESSION
OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF ON THE DATE THIS
FORBEARANCE AGREEMENT IS EXECUTED. NEITHER THIS FORBEARANCE AGREEMENT NOR THE
LOAN DOCUMENTS MAY BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.

                  8.19. RELEASE. SELLER HEREBY ACKNOWLEDGES THAT AS OF THE DATE
HEREOF IT HAS NO DEFENSE, COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND
OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL
OR ANY PART OF ITS LIABILITY TO REPAY THE OBLIGATIONS OR TO SEEK



FORBEARANCE AND AMENDMENT
NUMBER ONE TO ACCOUNTS RECEIVABLE
PURCHASE AGREEMENT - Page 9


<PAGE>

AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM BUYER OR ITS
AFFILIATES, PARTICIPANTS OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS,
EMPLOYEES OR ATTORNEYS. SELLER HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND
FOREVER DISCHARGES BUYER, AND ITS AFFILIATES AND PARTICIPANTS, AND ITS
PREDECESSORS, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS,
FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS,
EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR
UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT
LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS
FORBEARANCE AGREEMENT IS EXECUTED, WHICH SELLER MAY NOW OR HEREAFTER HAVE
AGAINST BUYER, ITS PREDECESSORS, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES,
SUCCESSORS AND ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS
ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND
ARISING FROM THE OBLIGATIONS, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE
PURCHASE AGREEMENT OR OTHER DOCUMENTS EXECUTED IN CONNECTION THEREWITH, AND
NEGOTIATION FOR AND EXECUTION OF THIS FORBEARANCE AGREEMENT. SELLER HEREBY
COVENANTS AND AGREES NEVER TO INSTITUTE ANY ACTION OR SUIT AT LAW OR IN EQUITY,
NOR INSTITUTE, PROSECUTE, OR IN ANY WAY AID IN THE INSTITUTION OR PROSECUTION OF
ANY CLAIM, ACTION OR CAUSE OF ACTION, RIGHTS TO RECOVER DEBTS OR DEMANDS OF ANY
NATURE AGAINST BUYER, ITS AFFILIATES, AND PARTICIPANTS, AND THEIR RESPECTIVE
SUCCESSORS, AGENTS, ATTORNEYS, OFFICERS, DIRECTORS, EMPLOYEES, AND PERSONAL AND
LEGAL REPRESENTATIVES ARISING OUT OF OR RELATED TO LENDER'S ACTIONS, OMISSIONS,
STATEMENTS, REQUESTS OR DEMANDS IN ADMINISTERING, ENFORCING, MONITORING,
COLLECTION OR ATTEMPTING TO COLLECT THE INDEBTEDNESS OF SELLER TO BUYER, WHICH
INDEBTEDNESS WAS EVIDENCED BY THE PURCHASE AGREEMENT AND THE LOAN DOCUMENTS.

                  8.20. Agreement Binding on the Seller. The Seller agrees that
this Forbearance Agreement will be binding on the Seller.

                            [Signature page follows.]



FORBEARANCE AND AMENDMENT
NUMBER ONE TO ACCOUNTS RECEIVABLE
PURCHASE AGREEMENT - Page 10




<PAGE>


         IN WITNESS WHEREOF, the Seller and Buyer have caused this Forbearance
Agreement to be executed and delivered as of the date first written.

                                     SELLER:

                                     XETEL CORPORATION,
                                     a Delaware corporation


                                     By:
                                     Name:
                                          -------------------------------------
                                     Title:
                                           ------------------------------------


                                     BUYER:

                                     SILICON VALLEY BANK


                                     By:
                                     Name:
                                          -------------------------------------
                                     Title:
                                           ------------------------------------



FORBEARANCE AND AMENDMENT
NUMBER ONE TO ACCOUNTS RECEIVABLE
PURCHASE AGREEMENT - Page 11



<PAGE>

                                   EXHIBIT "A"

                              OPERATING CASH BUDGET

                                 [See attached.]



LIMITED WAIVER, FORBEARANCE
AND AMENDMENT NUMBER ONE TO
LOAN AND SECURITY AGREEMENT - Page 1



<PAGE>


                                   EXHIBIT "B"

               ADDENDUM TO ACCOUNTS RECEIVABLE PURCHASE AGREEMENT

                                 [See attached.]



LIMITED WAIVER, FORBEARANCE
AND AMENDMENT NUMBER ONE TO
LOAN AND SECURITY AGREEMENT - Page 1