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                                                                   EXHIBIT 10.24

                                 AMENDMENT NO. 1

                                       TO

                 AMENDED AND RESTATED THREE-YEAR LOAN AGREEMENT

                  This AMENDMENT NO. 1 to AMENDED AND RESTATED THREE-YEAR LOAN
AGREEMENT (this "Amendment"), dated as of February 4, 2004, is entered into by
and among Jabil Circuit, Inc. (the "Company" or the "Borrower"), the "Banks"
party to the Credit Agreement (the "Lenders"), and Bank One, NA (Main Office
Chicago), as administrative agent for the Banks (the "Agent"). Each capitalized
term used herein and not otherwise defined herein shall have the meaning given
to it in the Credit Agreement.

                                   WITNESSETH

                  WHEREAS, the Company, certain "Borrowing Subsidiaries" which
may from time to time become party thereto (together with the Company, the
"Borrowers"), the Lenders, and the Agent are parties to an Amended and Restated
Three-Year Loan Agreement, dated as of July 14, 2003 (as the same may be
amended, restated, supplemented or otherwise modified from time to time, the
"Credit Agreement"); and

                  WHEREAS, the Company wishes to amend the Credit Agreement in
certain respects and the Lenders and the Agent are willing to amend the Credit
Agreement on the terms and conditions set forth herein;

                  NOW, THEREFORE, in consideration of the premises set forth
above, the terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company, as the sole Borrower as of the date hereof, the Agent and the Lenders
hereby agree as follows:

         1.       Amendments to Credit Agreement. Effective as of the date first
above written, and subject to the satisfaction of the condition to effectiveness
set forth in Section 2 below, the Credit Agreement shall be and hereby is
amended as follows:

         (a)      Section 1.1 of the Credit Agreement is hereby amended to
insert alphabetically therein the following defined term:

                  "Receivables Property" shall mean accounts
                  receivable, together with the inventory and goods
                  the sale of which gave rise to such accounts
                  receivable (including, without limitation, returned
                  or repossessed inventory or goods and all insurance
                  contracts with respect to such inventory, goods or
                  accounts receivable), related collections and
                  proceeds thereof, service contracts and other
                  contracts associated with such accounts receivable,
                  collateral insurance therefor, guarantees, letters
                  of credit and other supporting agreements related
                  thereto, security interests and liens

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                  and property subject thereto which secure the
                  payment of such accounts receivable and related
                  financing statements and security agreements,
                  lockbox and other collection accounts into which
                  payments made in respect of such accounts receivable
                  and proceeds thereof are deposited, all records
                  related thereto, all rights under related
                  receivables sale agreements, performance guarantees
                  and promissory notes, and all proceeds of the
                  foregoing.

         (b)      The definitions of "Purchaser" and "Receivables Seller" set
forth in Section 1.1 of the Credit Agreement are hereby amended in their
entirety as follows:

                  "Purchaser" shall mean a purchaser of Receivables
                  Property from one or more Receivables Sellers
                  pursuant to a Permitted Receivables Transaction.

                  "Receivables Seller" shall mean any one of the
                  Company, any SPC, or any other Subsidiary which is
                  the seller of Receivables Property in a Permitted
                  Receivables Transaction, and "Receivables Sellers"
                  shall mean all of such entities collectively.

         (c)      Section 5.2(d)(iii) of the Credit Agreement is hereby amended
in its entirety as follows:

                  (iii) Indebtedness of (x) any Subsidiary of a
                  Borrower owing to a Borrower or to any other
                  Subsidiary of a Borrower or (y) the Company or any
                  Subsidiary thereof owing to any SPC that is party to
                  a Permitted Receivables Transaction.

         (d)      Section 5.2(e)(vii) of the Credit Agreement is hereby amended
in its entirety as follows:

                  (vii) Liens on Receivables Property of the Company
                  or any Subsidiary which is transferred to a
                  Receivables Seller and/or to a Purchaser as part of
                  a Permitted Receivables Transaction,

         (e)      Section 5.2(g)(i) of the Credit Agreement is hereby amended to
delete therefrom clause (B) set forth therein and to substitute therefor the
following:

                  (B) sales by the Company or any Subsidiary of
                  Receivables Property to Receivables Sellers and/or
                  Purchasers pursuant to Permitted Receivables
                  Transactions,

         (f)      Clause (xi) of Section 5.2(i) of the Credit Agreement is
hereby amended in its entirety as follows:

                  (xi) (1) Investments in, or loans and advances to,
                  any Subsidiary which was a Subsidiary prior to such
                  investment, loan or advance, including, without
                  limitation, any subordinated loans

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                  made by the Company or a Subsidiary thereof to any
                  SPC in connection with a Permitted Receivables
                  Transaction, or (2) any loans and advances made by
                  any SPC party to a Permitted Receivables Transaction
                  to the Company or any Subsidiary thereof.

         (g)      Section 5.2(l) of the Credit Agreement is hereby amended to
delete therefrom clause (iii) thereof and to substitute therefor the following:

                  (iii) any agreement evidencing a Permitted Receivables
                  Transaction so long as such limitation relates to the
                  Receivables Property subject thereto;

         2.       Condition of Effectiveness. This Amendment shall become
effective and be deemed effective as of the date hereof, if, and only if, the
Agent shall have received (which receipt may be by facsimile transmission)
executed copies of this Amendment from the Company, as the sole Borrower, and
the Majority Banks.

         3.       Representations and Warranties of the Company. The
Company hereby represents and warrants as follows:

                  (a)      The Credit Agreement as previously executed
constitutes the legal, valid and binding obligation of the Company and
is enforceable against the Company in accordance with its terms.

                  (b)      Upon the effectiveness of this Amendment,
the Company hereby (i) represents that no Default or Event of Default
exists under the terms of the Credit Agreement, (ii) reaffirms all
covenants, representations and warranties made in the Credit
Agreement, and (iii) agrees that all such covenants, representations
and warranties shall be deemed to have been remade as of the effective
date of this Amendment. The execution, delivery and effectiveness of
this Amendment shall not, except as expressly provided herein, operate
as a waiver of any right, power, or remedy of the Lenders or the Agent
under the Credit Agreement or any related document, instrument or
agreement. The Agent and the Lenders expressly reserve all of their
rights and remedies, including the right to institute enforcement
actions in consequence of any existing Defaults or Events of Default
not waived hereunder or otherwise at any time without further notice,
under the Credit Agreement, all other documents, instruments and
agreements executed in connection therewith, and applicable law.

         4.       Effect on the Credit Agreement.

                  (a)      Upon the effectiveness of this Amendment,
on and after the date hereof, each reference in the Credit Agreement
to "this Agreement," "hereunder," "hereof," "herein" or words of like
import shall mean and be a reference to the Credit Agreement, as
amended and modified hereby.

                  (b)      Except as specifically amended and modified
above, the Credit Agreement and all 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.

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                  (c)      The execution, delivery and effectiveness
of this Amendment shall neither, except as expressly provided herein,
operate as a waiver of any right, power or remedy of the Lenders or
the Agent, nor constitute a waiver of any provision of the Credit
Agreement or any other documents, instruments and agreements executed
and/or delivered in connection therewith.

         5.       Costs and Expenses. The Company agrees to pay all
reasonable costs, fees and out-of-pocket expenses (including
attorneys' fees and expenses charged to the Agent) incurred by the
Agent and the Lenders in connection with the preparation, arrangement,
execution and enforcement of this Amendment.

         6.       GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS (INCLUDING, WITHOUT
LIMITATION, 735 ILCS SECTION 105/5-1 ET SEQ. BUT OTHERWISE WITHOUT
REGARD TO THE CONFLICT OF LAW PROVISIONS) OF THE STATE OF ILLINOIS.

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

         8.       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.

         9.       No Strict Construction. The parties hereto have
participated jointly in the negotiation and drafting of this
Amendment. In the event an ambiguity or question of intent or
interpretation arises, this Amendment shall be construed as if drafted
jointly by the parties hereto and no presumption or burden of proof
shall arise favoring or disfavoring any party by virtue of the
authorship of any provisions of this Amendment.

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

                                           JABIL CIRCUIT, INC.,
                                           as the sole Borrower

                                           By: /S/ F. Alexander
                                               Title: Treasurer

                 Signature Page to Amendment No. 1 to
       2003 Jabil Amended and Restated Three-Year Loan Agreement

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                                           BANK ONE, NA (MAIN OFFICE CHICAGO),
                                           as a Bank and as Agent

                                           By: /S/ Sarah H. White
                                               Title: Director, Capital Markets

                 Signature Page to Amendment No. 1 to
       2003 Jabil Amended and Restated Three-Year Loan Agreement

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                                           SUNTRUST BANK

                                           By: /S/ Donald J. Campisano
                                               Title: Managing Director

                      Signature Page to Amendment No. 1 to
           2003 Jabil Amended and Restated Three-Year Loan Agreement

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                                           THE ROYAL BANK OF SCOTLAND plc

                                           By: /S/ David A. Lucas
                                               Title: Senior Vice President

                 Signature Page to Amendment No. 1 to
       2003 Jabil Amended and Restated Three-Year Loan Agreement

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                                           ABN AMRO BANK N.V.

                                           By: /S/ Jana Dombrowksi
                                               Title: Vice President

                                           By: /S/ Lynn Schade
                                               Title: Managing Director

                 Signature Page to Amendment No. 1 to
       2003 Jabil Amended and Restated Three-Year Loan Agreement

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                                           ROYAL BANK OF CANADA

                                           By: /S/ Stephanie Babich-Allegra
                                               Title: Authorized Signatory

                 Signature Page to Amendment No. 1 to
       2003 Jabil Amended and Restated Three-Year Loan Agreement

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                                           KEYBANK NATIONAL ASSOCIATION

                                           By: /S/ Jeff Kalinowski
                                               Title: Vice President

                 Signature Page to Amendment No. 1 to
       2003 Jabil Amended and Restated Three-Year Loan Agreement

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                                           CITIBANK, N.A.

                                           By: /S/ Julio Ojea Quintana
                                               Title: Director

                 Signature Page to Amendment No. 1 to
       2003 Jabil Amended and Restated Three-Year Loan Agreement

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                                           JPMORGAN CHASE BANK

                                           By: /S/ Edmond DeForest
                                               Title: Vice President

                 Signature Page to Amendment No. 1 to
       2003 Jabil Amended and Restated Three-Year Loan Agreement

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                                           BNP PARIBAS

                                           By: /S/ Rafael Lumanlan
                                               Title: Director

                                           By: /S/ Stuart Darby
                                               Title: Vice President

                 Signature Page to Amendment No. 1 to
       2003 Jabil Amended and Restated Three-Year Loan Agreement

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                                         MIZUHO CORPORATE BANK, LTD.

                                         By: /S/ Bertram H. Tang
                                             Title: Vice President & Team Leader

                      Signature Page to Amendment No. 1 to
           2003 Jabil Amended and Restated Three-Year Loan Agreement