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                                                                    Exhibit 99.3

RISK FACTORS

Risks Relating to Our Business and Industry

Reductions in demand and other factors have caused net losses.

     The continuing reduction in capital sending by businesses for new
technologies, the remaining effects of the recent recession and the market
disruptions caused by the September 2001 terrorist attacks in the United States
and threats of hostilities in the Middle East and Asia have reduced demand in
many of the technology markets we serve. As a result of these market conditions,
we experienced a significant reduction in demand for our services during fiscal
2002, continuing through fiscal 2003, which caused us to have net losses of
$38.8 million in fiscal 2003. There is on-going uncertainty in the demand for
our services, which may rapidly and significantly fluctuate. A continuation of
the recession, outbreak of hostilities or any other event leading to excess
capacity or a continued or increased downturn in the markets we serve would
likely negatively affect our net sales. In addition, the communications,
computing and data storage, industrial and medical equipment markets of the
electronics manufacturing services industry are characterized by intense
competition, relatively short product life-cycles and significant fluctuations
in product demand. These markets are also subject to rapid technological change
and product obsolescence. If any of these factors or other factors reduce demand
for specific products or components that we design or manufacture for our
customers, our net sales would likely be negatively affected. Due to these
market conditions and factors, we may experience net losses in future periods.

We depend on a small number of customers for a significant portion of our net
sales and the loss of any of our major customers would harm us.

     We depend on a relatively small number of customers for a significant
portion of our net sales. Our two largest customers in fiscal 2003 were IBM and
Motorola, which represented approximately 23% and 11% of our total net sales. In
addition, our ten largest customers in fiscal 2003 accounted for approximately
61% of our net sales. We expect to continue to depend upon a relatively small
number of customers for a significant percentage of our net sales. Because our
major customers represent such a large part of our business, the loss of any of
our major customers could negatively impact our business.

     Our major customers may not continue to purchase products and services from
us at current levels or at all. In the past, we have lost customers due to the
acquisition of our customers, product discontinuation and customers' shifting
production of products to internal facilities. We may lose customers in the
future for similar reasons. We may not be able to expand our customer base to
make up any sales shortfalls if we lose a major customer. Our attempts to
diversify our customer base and reduce our reliance on particular customers may
not be successful.

Our business has been adversely affected by reductions or delays in customer
orders.

     We do not typically obtain firm long-term purchase orders or commitments
from our customers. We work closely with our customers to develop forecasts for
future orders, but these forecasts are not binding. Customers may cancel their
orders, change production quantities from forecast volumes or delay production
for a number of reasons beyond our control. Any material delay, cancellation or
reduction of orders from our largest customers could cause our net sales to
decline significantly and could result in us holding excess inventories of
components and materials. In fiscal 2003, these and similar factors caused us to
recognize charges for inventory reserves and adjustments of $8.1 million. We may
be required to recognize similar charges in future periods.

     Many of our costs and operating expenses are relatively fixed. As a result,
a reduction in customer demand can decrease our gross profit and adversely
affect our business, financial condition and results of operations. In fiscal
2003, our gross profit declined to 0.5% as a percentage of net sales as compared
to 4.6% in fiscal 2002. We have implemented restructuring activities to improve
operating results. We may not realize the intended expense reductions under our
restructuring plans or improve our gross profit.

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We require additional sources of funds for working capital.

     Our continued viability depends on our ability to generate additional cash
from operations or obtain additional sources of funds for working capital. Our
ability to maintain sufficient liquidity depends, in part, on our achieving
anticipated revenue targets and intended expense reductions from our
restructuring activities. We may not achieve these targets or realize the
intended expense reductions. If our operating goals are not met, we will be
required to secure additional financing from lenders or sell additional
securities. We may not be able to obtain additional capital when we want or need
it, and capital may not be available on satisfactory terms. If we issue
additional equity securities or convertible debt to raise capital, it may be
dilutive to your ownership interest. In addition, any additional capital may
have terms and conditions that adversely affect our business, such as financial
or operating covenants.

We have been unable to collect all our accounts receivable.

     Falling demand for the products of our technology customers and liquidity
difficulties for these companies have forced us to reach accommodations with a
portion of our customers and have limited our ability to collect fully our
accounts receivable from these customers in fiscal 2002 and 2003. In addition,
several significant customers have filed for bankruptcy protection, which limits
our recovery of accounts receivable from these customers. In fiscal 2003, these
and similar factors caused us to recognize charges for accounts receivable
adjustments of $2.2 million. We may be required to recognize similar charges in
future periods.

Our acquisition strategy may not succeed.

     As part of our business strategy, we have acquired other companies, assets
or product lines that complement or expand our existing business. These
acquisitions have not been entirely successful, and in the fourth quarter of
fiscal 2002, we incurred approximately $24.2 million of goodwill impairment
charges related to facilities acquired by us in the past three years. As a
result of implementing new accounting pronouncements in fiscal 2003, we recorded
an additional goodwill impairment charge of $5.3 million. Although we anticipate
seeking further acquisition opportunities, we cannot assure you that we will be
able to identify suitable acquisition candidates or finance and complete
transactions that we select. We may incorrectly judge the value or worth of an
acquired company or business. In addition, its key personnel may decide not to
work for us. We may also have difficulty in integrating acquired businesses,
products, services and technologies into our operations. These difficulties
could disrupt our ongoing business, distract our management and workforce,
increase our expenses and adversely affect our operating results. Furthermore,
we may incur significant debt or be required to issue equity securities to pay
for future acquisitions or investments. The issuance of equity securities could
be dilutive to our shareholders. Failure to execute our acquisition strategy may
adversely affect our business, financial condition and results of operations.

We have experienced significant growth in a short period of time and we may have
trouble managing our expanded operations.

     We have grown rapidly in recent years due to acquisitions and internal
growth. Our rapid growth has placed and will continue to place a significant
strain on our management, financial resources and on our information, operations
and financial systems. We face risks associated with coordinating multinational
operations and reporting systems, diverse technologies and multiple products and
services. In addition, our growth has increased our expenses and working capital
requirements. If we are unable to manage our growth effectively, it may have an
adverse effect on our business, financial condition and results of operations.
We cannot assure you that we will manage our growth effectively

Increased competition may result in decreased demand or prices for our services.

     The electronics manufacturing services industry is highly competitive and
characterized by low margins. We compete against numerous U.S. and foreign
service providers with global operations, as well as those who operate on a
local or regional basis. In addition, current and prospective customers
continually evaluate the merits of manufacturing products internally.
Consolidation in the electronics manufacturing services industry results in a
continually changing competitive landscape. The consolidation trend in the
industry also results in larger and more geographically diverse competitors who
have significant combined resources with which to compete against us. Some of
our competitors have substantially greater managerial, manufacturing,
engineering, technical, financial, systems, sales and marketing resources than
we do. These competitors may:

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     .  Respond more quickly to new or emerging technologies;

     .  Have greater name recognition, critical mass and geographic and market
        presence;

     .  Be better able to take advantage of acquisition opportunities;

     .  Adapt more quickly to changes in customer requirements; and

     .  Devote greater resources to the development, promotion and sale of their
        services.

     We also may be operating at a cost disadvantage as compared to competitors
who have greater direct buying power from component suppliers, distributors and
raw material suppliers or who have lower cost structures. Increased competition
from existing or potential competitors could result in price reductions, reduced
margins or loss of market share.

We anticipate that our net sales and operating results will fluctuate which
could affect the price of our common stock.

     Our net sales and operating results have fluctuated and may continue to
fluctuate significantly from quarter to quarter. A substantial portion of our
net sales in any given quarter may depend on obtaining and fulfilling orders for
assemblies to be manufactured and shipped in the same quarter in which those
orders are received. Further, a significant portion of our net sales in a given
quarter may depend on assemblies configured, completed, packaged and shipped in
the final weeks of such quarter. Our operating results may fluctuate in the
future as a result of many factors, including:

     .  Variations in customer orders relative to our manufacturing capacity;

     .  Variations in the timing of shipment of products to customers;

     .  Our ability to recognize revenue with respect to products held for
        customers;

     .  Introduction and market acceptance of our customers' new products;

     .  Changes in competitive and economic conditions generally or in our
        customers' markets;

     .  Effectiveness of our manufacturing processes, including controlling
        costs;

     .  Changes in cost and availability of components or skilled labor; and

     .  The timing and price we pay for acquisitions and related acquisition
        costs.

     Our operating expenses are based on anticipated revenue levels and a high
percentage of our operating expenses are relatively fixed in the short term. As
a result, any unanticipated shortfall in revenue in a quarter would likely
adversely affect our operating results for that quarter. Also, changes in our
product assembly mix may cause our margins to fluctuate, which could negatively
impact our results of operations for that period. Results in any period should
not be considered indicative of the results to be expected in any future period.
It is possible that in one or more future periods our results of operations will
fail to meet the expectations of securities analysts or investors, and the price
of our common stock could decline significantly.

Our predictions of future operating results may not be achieved.

     From time to time in earnings releases and otherwise, we may publish
forecasts or other forward-looking statements, or comment on the estimates of
financial analysts, regarding our future results, including estimated revenues
or net earnings. Any forecast of, or comment on, our future performance reflects
various assumptions. These assumptions are subject to significant uncertainties,
and as a matter of course, any number of them may prove to be incorrect.
Further, the achievement of any forecast depends on numerous risks and other
factors (including those described in this discussion), many of which are beyond
our control. As a result, we cannot assure you that our

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performance will be consistent with any management forecasts or comments or that
the variation from such forecasts or comments will not be material and adverse.
You are cautioned not to base your entire analysis of our business and prospects
upon isolated predictions, but instead are encouraged to utilize our entire
publicly available mix of historical and forward-looking information, as well as
other available information affecting us and our services, when evaluating our
prospective results of operations.

Shortages or price fluctuations in component parts specified by our customers
could delay product shipments and adversely affect our profitability.

     Many of the products we manufacture require one or more components that we
order from sole-source suppliers. Supply shortages for a particular component
can delay production of all products using that component or cause cost
increases in the services we provide. In the past, some of the materials we use,
such as capacitors and memory and logic devices, have been subject to
industry-wide shortages. As a result, suppliers have been forced to allocate
available quantities among their customers and we have not been able to obtain
all of the materials desired. Our inability to obtain these needed materials
could slow production or assembly, delay shipments to our customers, increase
costs and reduce operating income. In certain circumstances, we may bear the
risk of periodic component price increases. Accordingly, some component price
increases could increase costs and reduce our operating income.

     In addition, if we fail to manage our inventory effectively, we may bear
the risk of fluctuations in materials costs, scrap and excess inventory, all of
which adversely affect our business, financial condition and results of
operations. We are required to forecast our future inventory needs based upon
the anticipated demand of our customers. Inaccuracies in making these forecasts
or estimates could result in a shortage or an excess of materials. A shortage of
materials could lengthen production schedules and increase costs. An excess of
materials may increase the costs of maintaining inventory and may increase the
risk of inventory obsolescence, both of which may increase expenses and decrease
our profit margins and operating income.

If we are unable to respond to rapidly changing technologies and process
developments, we may not be able to compete effectively.

     The market for our products and services is characterized by rapidly
changing technologies and continuing process developments. The future success of
our business will depend in large part upon our ability to maintain and enhance
our technological capabilities, to develop and market products and services that
meet changing customer needs and to successfully anticipate or respond to
technological changes on a cost-effective and timely basis. Our core
technologies could in the future encounter competition from new or revised
technologies that render existing technology less competitive or obsolete or
that reduce the demand for our services. We cannot assure you that we will
effectively respond to the technological requirements of the changing market. If
we determine that new technologies and equipment are required to remain
competitive, the development, acquisition and implementation of these
technologies may require us to make significant capital investments. We cannot
assure you that we will be able to obtain capital for these purposes in the
future or that investments in new technologies will result in commercially
viable technological processes. The loss of revenue and earnings to us from
these changing technologies and process developments could adversely affect us.

Operating in foreign countries exposes us to increased risks, which could
adversely affect our results of operations.

     We currently have foreign operations in Brazil, China, Ireland, Israel,
Japan, Mexico, the Netherlands, Singapore and Thailand. We may in the future
expand into other international regions. We have limited experience in managing
geographically dispersed operations and in operating in foreign countries. We
also purchase a significant number of components manufactured in foreign
countries. Because of the scope of our international operations, we are subject
to the following risks, which could adversely impact our results of operations:

     .  Economic or political instability;

     .  Transportation delays and interruptions;

     .  Foreign currency exchange rate fluctuations;

     .  Increased employee turnover and labor unrest;

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     .  Longer payment cycles;

     .  Greater difficulty in collecting accounts receivable;

     .  Incompatibility of systems and equipment used in foreign operations;

     .  Difficulties in staffing and managing foreign personnel and diverse
        cultures; and

     .  Less developed infrastructures.

     In addition, changes in policies by the United States or foreign
governments could negatively affect our operating results due to increased
duties, increased regulatory requirements, higher taxation, currency conversion
limitations, restrictions on the transfer of funds, the imposition of or
increase in tariffs and limitations on imports or exports. Also, we could be
negatively affected if our host countries revise their policies away from
encouraging foreign investment or foreign trade, including tax holidays.

We may be unable to protect our intellectual property, which would negatively
affect our ability to compete.

     We rely on our proprietary technology, and we expect that future
technological advances made by us will be critical to remain competitive.
Therefore, we believe that the protection of our intellectual property rights
is, and will continue to be, important to the success of our business. We rely
on a combination of patent, trademark and trade secret laws and restrictions on
disclosure to protect our intellectual property rights. Despite these
protections, unauthorized parties may attempt to copy or otherwise obtain and
use our proprietary technology. We cannot be certain that patents we have or
that may be issued as a result of our pending patent applications will protect
or benefit us or give us adequate protection from competing technologies. We
also cannot be certain that others will not develop our unpatented proprietary
technology or effective competing technologies on their own. We believe that our
proprietary technology does not infringe on the proprietary rights of others.
However, if others assert valid infringement claims against us with respect to
our past, current or future designs or processes, we could be required to enter
into expensive royalty arrangements, develop non-infringing technologies or
engage in costly litigation, which could negatively affect our business,
financial condition and results of operations.

Our inability to expand our Web-based supply chain management system could
negatively impact our future competitiveness.

     Our future success depends in part on our ability to rapidly respond to
changing customer needs by scaling operations to meet customers' requirements,
shift capacity in response to product demand fluctuations, procure materials at
advantageous prices, manage inventory and effectively distribute products to our
customers. In order to continue to meet these customer requirements, we have
developed a Web-based supply chain management system that enables us to
collaborate with our customers on product content and to process engineering
changes. We are currently implementing an enhanced version of our existing
system, which will include real-time communications between our customers across
all of our facilities. Our inability to expand this Web-based system, or delays
or defects in such expansion could negatively impact our ability to manage our
supply chain in an efficient and timely manner to meet customer demands, which
could adversely affect our competitive position and negatively affect our
ability to be competitive in the electronics manufacturing services industry.

Our business could suffer if we lose the services of, or fail to attract, key
personnel.

     Our future success largely depends on the skills and efforts of our
executive management and our engineering, manufacturing and sales employees. We
do not have employment contracts or non-competition agreements with any of our
executive management or other key employees. The loss of services of any of our
executives or other key personnel could negatively affect our business. Our
continued growth will also require us to attract, motivate, train and retain
additional skilled and experienced managerial, engineering, manufacturing and
sales personnel. We face intense competition for such personnel. We may not be
able to attract, motivate and retain personnel with the skills and experience
needed to successfully manage our business and operations.

We are subject to a variety of environmental laws, which expose us to potential
financial liability.

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     Our operations are regulated under a number of federal, state, provincial,
local and foreign environmental laws and regulations, which govern, among other
things, the discharge of hazardous materials into the air and water as well as
the handling, storage and disposal of such materials. Compliance with these
environmental laws is a significant consideration for us because we use metals
and other hazardous materials in our manufacturing processes. We may be liable
under environmental laws for the cost of cleaning up properties we own or
operate if they are or become contaminated by the release of hazardous
materials, regardless of whether we caused the release. In addition, we, along
with any other person who arranges for the disposal of our wastes, may be liable
for costs associated with an investigation and remediation of sites at which we
have arranged for the disposal of hazardous wastes, if such sites become
contaminated, even if we fully comply with applicable environmental laws. In the
event of contamination or violation of environmental laws, we could be held
liable for damages including fines, penalties and the costs of remedial actions
and could also be subject to revocation of our discharge permits. Any such
penalties or revocations could require us to cease or limit production at one or
more of our facilities, thereby harming our business.

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