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                                                                     Exhibit 4.4


                                 FORM OF WARRANT

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN
REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF WITHOUT EITHER (I) AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE
STATE SECURITIES LAWS, (II) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE
FORM, THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION OR QUALIFICATION UNDER
SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR (III) SUCH TRANSFER BEING MADE
PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THIS WARRANT
AND THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THE SECURITIES.

                                  PEMSTAR INC.

                        WARRANT TO PURCHASE COMMON STOCK

Warrant No.: _______________________________  Number of Shares: ________________
Issuance Date: ____________________, 2002 ("Issuance Date")


Pemstar Inc., a Minnesota corporation (the "Company"), hereby certifies that,
for Ten United States Dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
____________________, the registered holder hereof or its permitted assigns, is
entitled, subject to the terms set forth below, to purchase from the Company, at
the Exercise Price (as defined below) then in effect, upon surrender of this
Warrant to Purchase Common Stock (including all Warrants to Purchase Common
Stock issued in exchange, transfer or replacement hereof, the "Warrant"), at any
time or times on or after the date hereof, but not after 11:59 P.M. Central Time
on the Expiration Date (as defined below), [{Initial A-1 Warrants} a number of
fully paid nonassessable shares of Common Stock (as defined below) equal to the
quotient of (a) 30% of the aggregate principal amount of the SPA Securities
purchased by the original holder of this Warrant on the Initial Closing Date (as
defined in the Securities Purchase Agreement (as defined below)), divided by (b)
the Market Price (as defined in the SPA Securities purchased by the original
holder of this Warrant on the Initial Closing Date) immediately following the
date which is 18 Trading Days (as defined in the SPA Securities) after the
Initial Closing Date] [{Initial A-2 Warrants, Subsequent Warrants and Additional
Warrants} ______________ (_____________) fully paid nonassessable shares of
Common Stock (as defined below) INSERT the result of the following: the quotient
of (a) 30% of the aggregate principal amount of the SPA Securities purchased the
holder on the Closing Date (as defined in the Securities Purchase Agreement) on
which this Warrant was issued, divided by (b) the greater of the Market Price
(as defined in the Securities Purchase Agreement) with respect to such Closing
Date and the Pricing Condition Floor (as defined in the Securities Purchase
Agreement) with respect to the holder with respect to such Closing Date] (the
"Warrant Shares") [{Initial A-1 Warrants} ; provided, however, that this Warrant
shall

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not be exercisable prior to the date immediately following the date which is 18
Trading Days after the Initial Closing Date]. Except as otherwise defined
herein, capitalized terms in this Warrant shall have the meanings set forth in
Section 15. This Warrant is one of the Warrants to Purchase Common Stock (the
"SPA Warrants") issued pursuant to Section 1 of that certain Securities Purchase
Agreement, dated as of May __, 2002, among the Company and the purchasers (the
"Purchasers") referred to therein (the "Securities Purchase Agreement").

     1. EXERCISE OF WARRANT.

     (a) Mechanics of Exercise. Subject to the terms and conditions hereof
(including, without limitation, the limitations set forth in Section 1(f)), this
Warrant may be exercised by the holder hereof on any day, in whole or in part,
by (i) delivery of a written notice, in the form attached hereto as Exhibit A
(the "Exercise Notice"), of such holder's election to exercise this Warrant,
(ii) (A) payment to the Company of an amount equal to the applicable Exercise
Price multiplied by the number of Warrant Shares as to which this Warrant is
being exercised (the "Aggregate Exercise Price") in cash or wire transfer of
immediately available funds or (B) by notifying the Company that this Warrant is
being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)) and
(iii) the surrender to a common carrier for overnight delivery to the Company,
as soon as practicable following the date the holder of this Warrant delivers
the Exercise Notice to the Company, of this Warrant (or an indemnification
undertaking with respect to this Warrant in the case of its loss, theft or
destruction). On or before the third Business Day following the date on which
the Company has received each of the Exercise Notice, the Aggregate Exercise
Price (or notice of a Cashless Exercise) and this Warrant (or an indemnification
undertaking with respect to this Warrant in the case of its loss, theft or
destruction) (the "Exercise Delivery Documents"), the Company shall (X) issue
and deliver to the address as specified in the Exercise Notice, a certificate,
registered in the name of the holder of this Warrant or its designee, for the
number of shares of Common Stock to which the holder of this Warrant is entitled
pursuant to such exercise, or (Y) provided that the Company's transfer agent
(the "Transfer Agent") is participating in The Depository Trust Company ("DTC")
Fast Automated Securities Transfer Program and provided that on the Exercise
Date the shares of Common Stock to be issued pursuant to such exercise are
registered for resale under the Securities Act of 1933, as amended (the "1933
Act"), or are eligible for resale under Rule 144(k) promulgated under the 1933
Act, upon the request of the holder, credit such aggregate number of shares of
Common Stock to which the holder of this Warrant is entitled pursuant to such
exercise to the holder's or its designee's balance account with DTC through its
Deposit Withdrawal Agent Commission system. Upon delivery of the Exercise Notice
and Aggregate Exercise Price referred to in clause (ii)(A) above or notification
to the Company of a Cashless Exercise referred to in Section 1(d), the holder of
this Warrant shall be deemed for all corporate purposes to have become the
holder of record of the Warrant Shares with respect to which this Warrant has
been exercised, irrespective of the date of delivery of this Warrant as required
by clause (iii) above or the certificates evidencing such Warrant Shares. If the
number of Warrant Shares represented by this Warrant submitted for exercise
pursuant to this Section 1(a) is greater than the number of Warrant Shares being
acquired upon an exercise, then the Company shall as soon as practicable and in
no event later than three Business Days after any exercise and at its own
expense, issue a new Warrant (in accordance with Section 7(d)) representing the
right to purchase the number of Warrant Shares purchasable immediately prior to
such exercise under this Warrant, less the number of Warrant Shares with respect
to which this Warrant is exercised. No fractional shares of Common Stock are to
be issued upon the exercise of this Warrant, but rather the number of shares of
Common Stock to be issued shall be rounded up or down to the nearest whole
number. The Company shall pay any and all taxes which may


                                       -2-

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be payable with respect to the issuance and delivery of Warrant Shares upon
exercise of this Warrant.

     (b) Exercise Price. For purposes of this Warrant, "Exercise Price" means
[{Initial A-1 Warrants} 120% of the Market Price (as defined in the SPA
Securities purchased by the original holder of this Warrant on the Initial
Closing Date (as defined in the Securities Purchase Agreement) immediately
following the date which is 18 Trading Days (as defined in the SPA Securities)
after the Initial Closing Date] [{Initial A-2 Warrants, Subsequent Warrants and
Additional Warrants} $__________ INSERT the Conversion Price (as defined in the
applicable SPA Securities) as of the applicable Closing Date on which this
Warrant is issued], subject to adjustment as provided herein.

     (c) Company's Failure to Timely Deliver Securities.

          (i) Failure to Deliver Shares. Subject to Section 1(f), if the Company
     shall fail for any reason or for no reason to issue to the holder within
     five Business Days of receipt of the Exercise Delivery Documents, a
     certificate for the number of shares of Common Stock to which the holder is
     entitled or to credit the holder's balance account with DTC for such number
     of shares of Common Stock to which the holder is entitled upon the holder's
     exercise of this Warrant, the Company shall pay as additional damages in
     cash to such holder on each day after such fifth Business Day that the
     issuance of such Common Stock certificate is not timely effected an amount
     equal to 0.5% of the product of (A) the sum of the number of shares of
     Common Stock not issued to the holder on a timely basis and to which the
     holder is entitled and (B) the average of the Closing Bid Price of the
     Common Stock for the three consecutive trading days immediately preceding
     the last possible date which the Company could have issued such Common
     Stock to the holder without violating Section 1(a).

          (ii) Failure to Deliver New Warrant. If within ten Business Days after
     the Company's receipt of the Exercise Delivery Documents, the Company fails
     to deliver a new Warrant to the holder for the number of shares of Common
     Stock to which such holder is entitled, the Company shall pay as additional
     damages in cash to such holder on each day after such third Business Day
     that such delivery of such new Warrant is not timely effected an amount
     equal to 0.5% of the product of (A) the number of shares of Common Stock
     represented by the portion of this Warrant which is not being exercised and
     (B) the average of the Closing Bid Prices of the Common Stock for the three
     consecutive trading days immediately preceding the last possible date which
     the Company could have issued such Warrant to the holder without violating
     Section 1(a).

     (d) Cashless Exercise. Notwithstanding anything contained herein to the
contrary, the holder of this Warrant may, in its sole discretion, exercise this
Warrant in whole or in part and, in lieu of making the cash payment otherwise
contemplated to be made to the Company upon such exercise in payment of the
Aggregate Exercise Price, elect instead to receive upon such exercise the "Net
Number" of shares of Common Stock determined according to the following formula
(a "Cashless Exercise"):

          Net Number = (A x B) - (A x C)
                       -----------------
                               B

          For purposes of the foregoing formula:


                                       -3-

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          A = the total number of shares with respect to which this Warrant is
              then being exercised.

          B = the Closing Sale Price of the Common Stock (as reported by
              Bloomberg) on the date immediately preceding the date of the
              Exercise Notice.

          C = the Exercise Price then in effect for the applicable Warrant
              Shares at the time of such exercise.

     (e) Disputes. In the case of a dispute as to the determination of the
Exercise Price or the arithmetic calculation of the Warrant Shares, the Company
shall promptly issue to the holder the number of Warrant Shares that are not
disputed and resolve such dispute in accordance with Section 12.

     (f) Limitations on Exercises.

          (i) Beneficial Ownership. The Company shall not effect the exercise of
     this Warrant, and no Person (as defined below) who is a holder of this
     Warrant shall have the right to exercise this Warrant, to the extent that
     after giving effect to such exercise, such Person (together with such
     Person's affiliates) would beneficially own in excess of 5% of the shares
     of the Common Stock outstanding immediately after giving effect to such
     exercise. For purposes of the foregoing sentence, the aggregate number of
     shares of Common Stock beneficially owned by such Person and its affiliates
     shall include the number of shares of Common Stock issuable upon exercise
     of this Warrant with respect to which the determination of such sentence is
     being made, but shall exclude shares of Common Stock which would be
     issuable upon (i) exercise of the remaining, unexercised portion of this
     Warrant beneficially owned by such Person and its affiliates and (ii)
     exercise or conversion of the unexercised or unconverted portion of any
     other securities of the Company beneficially owned by such Person and its
     affiliates (including, without limitation, any SPA Securities, SPA
     Warrants, convertible notes or convertible preferred stock) subject to a
     limitation on conversion or exercise analogous to the limitation contained
     herein. Except as set forth in the preceding sentence, for purposes of this
     paragraph, beneficial ownership shall be calculated in accordance with
     Section 13(d) of the Securities Exchange Act of 1934, as amended. For
     purposes of this Warrant, in determining the number of outstanding shares
     of Common Stock a holder may rely on the number of outstanding shares of
     Common Stock as reflected in (1) the Company's most recent Form 10-Q, Form
     10-K or other public filing with the Securities and Exchange Commission, as
     the case may be, (2) a more recent public announcement by the Company or
     (3) any other notice by the Company or its Transfer Agent setting forth the
     number of shares of Common Stock outstanding. For any reason at any time,
     upon the written or oral request of the holder of this Warrant, the Company
     shall within three Business Days confirm orally and in writing to the
     holder of this Warrant the number of shares of Common Stock then
     outstanding. In any case, the number of outstanding shares of Common Stock
     shall be determined after giving effect to the conversion or exercise of
     securities of the Company, including the SPA Securities and the SPA
     Warrants, by the holder of this Warrant and its affiliates since the date
     as of which such number of outstanding shares of Common Stock was reported.


                                       -4-

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          (ii) Principal Market Regulation. The Company shall not be obligated
     to issue any shares of Common Stock upon exercise of this Warrant if the
     issuance of such shares of Common Stock would exceed that number of shares
     of Common Stock which the Company may issue upon exercise of this Warrant
     (including, as applicable, any shares of Common Stock issued upon
     conversion of or as payment of any interest under the SPA Securities or
     upon exercise of any SPA Warrants) without breaching the Company's
     obligations under the rules or regulations of the Principal Market (the
     "Exchange Cap"), except that such limitation shall not apply in the event
     that the Company (A) obtains the approval of its shareholders as required
     by the applicable rules of the Principal Market for issuances of Common
     Stock in excess of such amount or (B) obtains a written opinion from
     outside counsel to the Company that such approval is not required, which
     opinion shall be reasonably satisfactory to the holders of the SPA Warrants
     representing a majority of the shares of Common Stock underlying the SPA
     Warrants then outstanding. Until such approval or written opinion is
     obtained, no Purchaser shall be issued, upon exercise of any SPA Warrants,
     shares of Common Stock in an amount greater than the product of the
     Exchange Cap multiplied by a fraction, the numerator of which is the total
     number of shares of Common Stock underlying the SPA Warrants issued to such
     Purchaser pursuant to the Securities Purchase Agreement on the [Initial
     {Initial A-2 Warrants, Subsequent Warrants and Additional Warrants}]
     Closing Date (as defined in the Securities Purchase Agreement) and the
     denominator of which is the aggregate number of shares of Common Stock
     underlying all the SPA Warrants issued to the Purchasers pursuant to the
     Securities Purchase Agreement on the [Initial {Initial A-2 Warrants,
     Subsequent Warrants and Additional Warrants}] Closing Date (with respect to
     each Purchaser, the "Exchange Cap Allocation"). In the event that any
     Purchaser shall sell or otherwise transfer any of such Purchaser's SPA
     Warrants, the transferee shall be allocated a pro rata portion of such
     Purchaser's Exchange Cap Allocation, and the restrictions of the prior
     sentence shall apply to such transferee with respect to the portion of the
     Exchange Cap Allocation allocated to such transferee. In the event that any
     holder of SPA Warrants shall exercise all of such holder's SPA Warrants
     into a number of shares of Common Stock which, in the aggregate, is less
     than such holder's Exchange Cap Allocation, then the difference between
     such holder's Exchange Cap Allocation and the number of shares of Common
     Stock actually issued to such holder shall be allocated to the respective
     Exchange Cap Allocations of the remaining holders of SPA Warrants on a pro
     rata basis in proportion to the shares of Common Stock underlying the SPA
     Warrants then held by each such holder. In the event that the Company is
     prohibited from issuing any Warrant Shares for which an Exercise Notice has
     been received as a result of the operation of this Section 1(f)(ii), the
     Company shall pay cash in exchange for cancellation of such Warrant Shares,
     at a price per Warrant Share equal to the difference between the Closing
     Sale Price and the Exercise Price as of the date of the attempted exercise.

     2. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise
Price and the number of Warrant Shares shall be adjusted from time to time as
follows:

     (a) Adjustment upon Issuance of Common Stock. If and whenever on or after
the [Initial Closing Date (as defined in the Securities Purchase Agreement)
{Additional Warrants} / Issuance Date {Initial Warrants and Subsequent
Warrants}] the Company issues or sells, or in accordance with this Section 2 is
deemed to have issued or sold, any shares of Common Stock (including the
issuance or sale of shares of Common Stock owned or held by


                                       -5-

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or for the account of the Company, but excluding shares of Common Stock deemed
to have been issued by the Company (I) in connection with any employee benefit
plan (including, without limitation, employee stock purchase plans, provided
that issuances pursuant thereto are at a price which is at least equal to 85% of
the then fair market value of the Common Stock) which has been approved by the
Board of Directors of the Company, pursuant to which the Company's securities
may be issued to any employee, officer or director for, or in connection with,
services provided to, or employment with, the Company (an "Approved Stock
Plan"), (II) upon conversion of SPA Securities or exercise of SPA Warrants or as
payment of interest on SPA Securities or (III) in connection with any Excluded
Securities) for a consideration per share less than a price (the "Applicable
Price") equal to the Exercise Price in effect immediately prior to such issue or
sale or deemed issuance or sale, then immediately after such issue or sale or
deemed issuance or sale the Exercise Price then in effect shall be reduced to an
amount equal to the product of (x) the Exercise Price in effect immediately
prior to such issue or sale or deemed issuance or sale and (y) the quotient
determined by dividing (1) the sum of the product of the Applicable Price and
the number of shares of Common Stock Deemed Outstanding immediately prior to
such issue or sale or deemed issuance or sale and the consideration, if any,
received by the Company upon such issue or sale or deemed issuance or sale, by
(2) the product of the Applicable Price multiplied by the number of shares of
Common Stock Deemed Outstanding immediately after such issue or sale or deemed
issuance or sale. Upon each such adjustment of the Exercise Price hereunder, the
number of Warrant Shares shall be adjusted to the number of shares of Common
Stock determined by multiplying the Exercise Price in effect immediately prior
to such adjustment by the number of Warrant Shares acquirable upon exercise of
this Warrant immediately prior to such adjustment and dividing the product
thereof by the Exercise Price resulting from such adjustment. For purposes of
determining the adjusted Exercise Price under this Section 2(a), the following
shall be applicable:

          (i) Issuance of Options. If the Company in any manner grants any
     Options and the lowest price per share for which one share of Common Stock
     is issuable upon the exercise of any such Option or upon conversion,
     exercise or exchange of any Convertible Securities issuable upon exercise
     of any such Option is less than the Applicable Price, then such share of
     Common Stock shall be deemed to be outstanding and to have been issued and
     sold by the Company at the time of the granting or sale of such Option for
     such price per share. For purposes of this Section 2(a)(i), the "lowest
     price per share for which one share of Common Stock is issuable upon
     exercise of such Options or upon conversion, exercise or exchange of such
     Convertible Securities" shall be equal to the sum of the lowest amounts of
     consideration (if any) received or receivable by the Company with respect
     to any one share of Common Stock upon the granting or sale of the Option,
     upon exercise of the Option and upon conversion, exercise or exchange of
     any Convertible Security issuable upon exercise of such Option. No further
     adjustment of the Exercise Price or number of Warrant Shares shall be made
     upon the actual issuance of such Common Stock or of such Convertible
     Securities upon the exercise of such Options or upon the actual issuance of
     such Common Stock upon conversion, exercise or exchange of such Convertible
     Securities. If the Company issues or sells any Options which are Variable
     Securities (as defined in the SPA Securities), no adjustment of the
     Exercise Price shall be made pursuant to this Section 2(a)(i), and no
     shares of Common Stock shall be deemed outstanding with respect to such
     Variable Securities, as a result of the issuance of such Variable
     Securities until the actual issuance of Common Stock or Convertible
     Securities upon exercise of such Variable Securities, except to the extent
     such Variable Securities also include as a component of the exercise price
     a price which does not vary with the market price of the Common Stock.


                                       -6-

<PAGE>

          (ii) Issuance of Convertible Securities. If the Company in any manner
     issues or sells any Convertible Securities and the lowest price per share
     for which one share of Common Stock is issuable upon the conversion,
     exercise or exchange thereof is less than the Applicable Price, then such
     share of Common Stock shall be deemed to be outstanding and to have been
     issued and sold by the Company at the time of the issuance or sale of such
     Convertible Securities for such price per share. For the purposes of this
     Section 2(a)(ii), the "lowest price per share for which one share of Common
     Stock is issuable upon the conversion, exercise or exchange" shall be equal
     to the sum of the lowest amounts of consideration (if any) received or
     receivable by the Company with respect to one share of Common Stock upon
     the issuance or sale of the Convertible Security and upon conversion,
     exercise or exchange of such Convertible Security. No further adjustment of
     the Exercise Price or number of Warrant Shares shall be made upon the
     actual issuance of such Common Stock upon conversion, exercise or exchange
     of such Convertible Securities, and if any such issue or sale of such
     Convertible Securities is made upon exercise of any Options for which
     adjustment of this Warrant has been or is to be made pursuant to other
     provisions of this Section 2(a), no further adjustment of the Exercise
     Price or number of Warrant Shares shall be made by reason of such issue or
     sale. If the Company issues or sells any Convertible Securities which are
     Variable Securities, no adjustment of the Exercise Price shall be made
     pursuant to this Section 2(a)(ii), and no shares of Common Stock shall be
     deemed outstanding with respect to such Variable Securities, as a result of
     the issuance of such Variable Securities until the actual issuance of
     Common Stock upon exercise of such Variable Securities, except to the
     extent such Variable Securities also include as a component of the exercise
     price a price which does not vary with the market price of the Common
     Stock.

          (iii) Change in Option Price or Rate of Conversion. If the purchase
     price provided for in any Options, the additional consideration, if any,
     payable upon the issue, conversion, exercise or exchange of any Convertible
     Securities, or the rate at which any Convertible Securities are convertible
     into or exercisable or exchangeable for Common Stock increases or decreases
     at any time, the Exercise Price and the number of Warrant Shares in effect
     at the time of such increase or decrease shall be adjusted to the Exercise
     Price and the number of Warrant Shares which would have been in effect at
     such time had such Options or Convertible Securities provided for such
     increased or decreased purchase price, additional consideration or
     increased or decreased conversion rate, as the case may be, at the time
     initially granted, issued or sold. For purposes of this Section 2(a)(iii),
     if the terms of any Option or Convertible Security that was outstanding as
     of the date of issuance of this Warrant are increased or decreased in the
     manner described in the immediately preceding sentence, then such Option or
     Convertible Security and the Common Stock deemed issuable upon exercise,
     conversion or exchange thereof shall be deemed to have been issued as of
     the date of such increase or decrease. No adjustment pursuant to this
     Section 2(a) shall be made if such adjustment would result in an increase
     of the Exercise Price then in effect or a decrease in the number of Warrant
     Shares.

          (iv) Calculation of Consideration Received. If case any Option is
     issued in connection with the issue or sale of other securities of the
     Company, together comprising one integrated transaction in which no
     specific consideration is allocated to such Options by the parties thereto,
     the Options will be deemed to have been issued for a consideration of
     $0.01. If any Common Stock, Options or Convertible Securities are issued or
     sold or deemed to have been issued or sold for cash, the consideration
     received therefor will be


                                       -7-

<PAGE>

     deemed to be the net amount received by the Company therefor. If any Common
     Stock, Options or Convertible Securities are issued or sold for a
     consideration other than cash, the amount of such consideration received by
     the Company will be the fair value of such consideration, except where such
     consideration consists of securities, in which case the amount of
     consideration received by the Company will be the Closing Sale Price of
     such security on the date of receipt. If any Common Stock, Options or
     Convertible Securities are issued to the owners of the non-surviving entity
     in connection with any merger in which the Company is the surviving entity,
     the amount of consideration therefor will be deemed to be the fair value of
     such portion of the net assets and business of the non-surviving entity as
     is attributable to such Common Stock, Options or Convertible Securities, as
     the case may be. The fair value of any consideration other than cash or
     securities will be determined jointly by the Company and the holders of SPA
     Warrants representing at least a majority of the shares of Common Stock
     obtainable upon exercise of the SPA Warrants then outstanding. If such
     parties are unable to reach agreement within 10 days after the occurrence
     of an event requiring valuation (the "Valuation Event"), the fair value of
     such consideration will be determined within fifteen Business Days after
     the tenth day following the Valuation Event by an independent, reputable
     appraiser jointly selected by the Company and the holders of SPA Warrants
     representing at least a majority of the shares of Common Stock obtainable
     upon exercise of the SPA Warrants then outstanding. The determination of
     such appraiser shall be final and binding upon all parties absent manifest
     error and the fees and expenses of such appraiser shall be borne by the
     Company.

          (v) Record Date. If the Company takes a record of the holders of
     Common Stock for the purpose of entitling them (A) to receive a dividend or
     other distribution payable in Common Stock, Options or in Convertible
     Securities or (B) to subscribe for or purchase Common Stock, Options or
     Convertible Securities, then such record date will be deemed to be the date
     of the issue or sale of the shares of Common Stock deemed to have been
     issued or sold upon the declaration of such dividend or the making of such
     other distribution or the date of the granting of such right of
     subscription or purchase, as the case may be.

          [(vi) This Warrant Deemed Outstanding. If during the period beginning
     on and including the Initial Closing Date and ending on the date
     immediately preceding the Issuance Date, the Company issued or sold, or in
     accordance with this Section 2(a) would have been deemed to have issued or
     sold (had this Warrant been outstanding at such time), then solely for
     purposes of determining the adjustments to the Exercise Price and the
     Warrant Shares under this Section 2(a) as of result of such issuance or
     sale, or deemed issuance or sale, this Warrant shall be deemed to have been
     outstanding at the time of such issuance or sale, or deemed issuance or
     sale.] [{NOTE: This paragraph only goes in the Additional Warrants.}]

     (b) Adjustment upon Subdivision or Combination of Common Stock. If the
Company at any time after the date of issuance of this Warrant subdivides (by
any stock split, stock dividend, recapitalization or otherwise) one or more
classes of its outstanding shares of Common Stock into a greater number of
shares, the Exercise Price in effect immediately prior to such subdivision will
be proportionately reduced and the number of Warrant Shares will be
proportionately increased. If the Company at any time after the date of issuance
of this Warrant combines (by combination, reverse stock split or otherwise) one
or more classes of its outstanding shares of Common Stock into a smaller number
of shares, the Exercise Price in


                                       -8-

<PAGE>

effect immediately prior to such combination will be proportionately increased
and the number of Warrant Shares will be proportionately decreased. Any
adjustment under this Section 2(b) shall become effective at the close of
business on the date the subdivision or combination becomes effective.

     (c) Other Events. If any event occurs of the type contemplated by the
provisions of this Section 2 but not expressly provided for by such provisions
(including, without limitation, the granting of stock appreciation rights,
phantom stock rights or other rights with equity features), then the Company's
Board of Directors will make an appropriate adjustment in the Exercise Price and
the number of Warrant Shares so as to protect the rights of the holder of this
Warrant; provided that no such adjustment pursuant to this Section 2(c) will
increase the Exercise Price or decrease the number of Warrant Shares as
otherwise determined pursuant to this Section 2.

     3. RIGHTS UPON DISTRIBUTION OF ASSETS. If the Company shall declare or make
any dividend or other distribution of its assets (or rights to acquire its
assets) to holders of Common Stock, by way of return of capital or otherwise
(including, without limitation, any distribution of cash, stock or other
securities, property or options by way of a dividend, spin off,
reclassification, corporate rearrangement or other similar transaction) (a
"Distribution"), at any time after the issuance of this Warrant, then, in each
such case:

     (a) any Exercise Price in effect immediately prior to the close of business
on the record date fixed for the determination of holders of Common Stock
entitled to receive the Distribution shall be reduced, effective as of the close
of business on such record date, to a price determined by multiplying such
Exercise Price by a fraction of which (i) the numerator shall be the Closing Bid
Price of the Common Stock on the trading day immediately preceding such record
date minus the value of the Distribution (as determined in good faith by the
Company's Board of Directors) applicable to one share of Common Stock, and (ii)
the denominator shall be the Closing Bid Price of the Common Stock on the
trading day immediately preceding such record date; and

     (b) the number of Warrant Shares shall be increased to a number of shares
equal to the number of shares of Common Stock obtainable immediately prior to
the close of business on the record date fixed for the determination of holders
of Common Stock entitled to receive the Distribution multiplied by the
reciprocal of the fraction set forth in the immediately preceding paragraph (a);
provided that in the event that the Distribution is of common stock ("Other
Common Stock") of a company whose common stock is traded on a national
securities exchange or a national automated quotation system, then the holder of
this Warrant may elect to receive a warrant to purchase Other Common Stock in
lieu of an increase in the number of Warrant Shares, the terms of which shall be
identical to those of this Warrant, except that such warrant shall be
exercisable into the number of shares of Other Common Stock that would have been
payable to the holder of this Warrant pursuant to the Distribution had the
holder exercised this Warrant immediately prior to such record date and with an
aggregate exercise price equal to the product of the amount by which the
exercise price of this Warrant was decreased with respect to the Distribution
pursuant to the terms of the immediately preceding paragraph (a) and the number
of Warrant Shares calculated in accordance with the first part of this paragraph
(b).

     4. PURCHASE RIGHTS; ORGANIC CHANGE.

     (a) Purchase Rights. In addition to any adjustments pursuant to Section 2



                                       -9-

<PAGE>

above, if at any time the Company grants, issues or sells any Options,
Convertible Securities or rights to purchase stock, warrants, securities or
other property pro rata to the record holders of any class of Common Stock (the
"Purchase Rights"), then the holder of this Warrant will be entitled to acquire,
upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights
which such holder could have acquired if such holder had held the number of
shares of Common Stock acquirable upon complete exercise of this Warrant
(without regard to any limitations on the exercise of this Warrant) immediately
before the date on which a record is taken for the grant, issuance or sale of
such Purchase Rights, or, if no such record is taken, the date as of which the
record holders of Common Stock are to be determined for the grant, issue or sale
of such Purchase Rights.

     (b) Organic Change. Any recapitalization, reorganization, reclassification,
consolidation, merger, sale of all or substantially all of the Company's assets
to another Person or other transaction, in each case which is effected in such a
way that holders of Common Stock are entitled to receive securities or assets
with respect to or in exchange for Common Stock is referred to herein as an
"Organic Change." Subject to Section 4(k) of the Securities Purchase Agreement,
prior to the consummation of any (i) sale of all or substantially all of the
Company's assets to an acquiring Person or (ii) other Organic Change following
which the Company is not a surviving entity, the Company will secure from the
Person purchasing such assets or the Person issuing the securities or providing
the assets in such Organic Change (in each case, the "Acquiring Entity") a
written agreement (in form and substance reasonably satisfactory to the holders
of SPA Warrants representing at least a majority of the shares of Common Stock
obtainable upon exercise of the SPA Warrants then outstanding) to deliver to the
holder of this Warrant in exchange for this Warrant, a security of the Acquiring
Entity evidenced by a written instrument substantially similar in form and
substance to this Warrant and reasonably satisfactory to the holder of this
Warrant (including, an adjusted exercise price equal to the value for the Common
Stock reflected by the terms of such consolidation, merger or sale, and
exercisable for a corresponding number of shares of Common Stock acquirable and
receivable upon exercise of this Warrant (without regard to any limitations on
the exercise of this Warrant), if the value so reflected is less than the
Exercise Price in effect immediately prior to such consolidation, merger or
sale). In the event that an Acquiring Entity is directly or indirectly
controlled by a company or entity whose common stock or similar equity interest
is listed, designated or quoted on a securities exchange or trading market, the
holder of this Warrant may elect to treat such Person as the Acquiring Entity
for purposes of this Section 4(b). Prior to the consummation of any other
Organic Change, the Company shall make appropriate provision (in form and
substance reasonably satisfactory to the holders of SPA Warrants representing at
least a majority of the shares of Common Stock obtainable upon exercise of the
SPA Warrants then outstanding) to insure that the holder of this Warrant
thereafter will have the right to acquire and receive in lieu of or in addition
to (as the case may be) the shares of Common Stock immediately theretofore
acquirable and receivable upon the exercise of this Warrant (without regard to
any limitations on the exercise of this Warrant), such shares of stock,
securities or assets that would have been issued or payable in such Organic
Change with respect to or in exchange for the number of shares of Common Stock
which would have been acquirable and receivable upon the exercise of this
Warrant as of the date of such Organic Change (without regard to any limitations
on the exercise of this Warrant).

     5. NONCIRCUMVENTION. The Company hereby covenants and agrees that the
Company will not, by amendment of its Articles of Incorporation or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities, or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of



                                       -10-

<PAGE>

this Warrant, and will at all times in good faith carry out all the provisions
of this Warrant and take all action as may be required to protect the rights of
the holder of this Warrant. Without limiting the generality of the foregoing,
the Company (i) will not increase the par value of any shares of Common Stock
receivable upon the exercise of this Warrant above the Exercise Price then in
effect, (ii) will take all such actions as may be necessary or appropriate in
order that the Company may validly and legally issue fully paid and
nonassessable shares of Common Stock upon the exercise of this Warrant, and
(iii) will, so long as any of the SPA Warrants are outstanding, take all action
necessary to reserve and keep available out of its authorized and unissued
Common Stock, solely for the purpose of effecting the exercise of the SPA
Warrants, 100% of the number of shares of Common Stock as shall from time to
time be necessary to effect the exercise of the SPA Warrants then outstanding
(without regard to any limitations on exercise).

     6. WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise
specifically provided herein, no holder, solely in such Person's capacity as a
holder, of this Warrant shall be entitled to vote or receive dividends or be
deemed the holder of shares of the Company for any purpose, nor shall anything
contained in this Warrant be construed to confer upon the holder hereof, solely
in such Person's capacity as a holder of this Warrant, any of the rights of a
shareholder of the Company or any right to vote, give or withhold consent to any
corporate action (whether any reorganization, issue of stock, reclassification
of stock, consolidation, merger, conveyance or otherwise), receive notice of
meetings, receive dividends or subscription rights, or otherwise, prior to the
issuance to the holder of this Warrant of the Warrant Shares which such Person
is then entitled to receive upon the due exercise of this Warrant. In addition,
nothing contained in this Warrant shall be construed as imposing any liabilities
on such holder to purchase any securities (upon exercise of this Warrant or
otherwise) or as a stockholder of the Company, whether such liabilities are
asserted by the Company or by creditors of the Company. Notwithstanding this
Section 6, the Company will provide the holder of this Warrant with copies of
the same notices and other information given to the stockholders of the Company
generally, contemporaneously with the giving thereof to the stockholders.

     7. REISSUANCE OF WARRANTS.

     (a) Transfer of Warrant. If this Warrant is to be transferred, the holder
shall surrender this Warrant to the Company, whereupon the Company will
forthwith issue and deliver upon the order of the holder of this Warrant a new
Warrant (in accordance with Section 7(d)), registered as the holder of this
Warrant may request, representing the right to purchase the number of Warrant
Shares being transferred by the Holder and, if less then the total number of
Warrant Shares then underlying this Warrant is being transferred, a new Warrant
(in accordance with Section 7(d)) to the holder of this Warrant representing the
right to purchase the number of Warrant Shares not being transferred.

     (b) Lost, Stolen or Mutilated Warrant. Upon receipt by the Company of
evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant, and, in the case of loss, theft or destruction,
of any indemnification undertaking by the holder of this Warrant to the Company
in customary form and, in the case of mutilation, upon surrender and
cancellation of this Warrant, the Company shall execute and deliver to the
Holder a new Warrant (in accordance with Section 7(d)) representing the right to
purchase the Warrant Shares then underlying this Warrant.

     (c) Warrant Exchangeable for Multiple Warrants. This Warrant is



                                       -11-

<PAGE>

exchangeable, upon the surrender hereof by the Holder at the principal office of
the Company, for a new Warrant or Warrants (in accordance with Section 7(d))
representing in the aggregate the right to purchase the number of Warrant Shares
then underlying this Warrant, and each such new Warrant will represent the right
to purchase such portion of such Warrant Shares as is designated by the holder
of this Warrant at the time of such surrender; provided, however, that no
Warrants for fractional shares of Common Stock shall be given.

     (d) Issuance of New Warrants. Whenever the Company is required to issue a
new Warrant pursuant to the terms of this Warrant, such new Warrant (i) shall be
of like tenor with this Warrant, (ii) shall represent, as indicated on the face
of such new Warrant, the right to purchase the Warrant Shares then underlying
this Warrant (or in the case of a new Warrant being issued pursuant to Section
7(a) or Section 7(c), the Warrant Shares designated by the holder of this
Warrant which, when added to the number of shares of Common Stock underlying the
other new Warrants issued in connection with such issuance, does not exceed the
number of Warrant Shares then underlying this Warrant), (iii) shall have an
issuance date, as indicated on the face of such new Warrant which is the same as
the Issuance Date, and (iv) shall have the same rights and conditions as this
Warrant.

     8. NOTICES. Whenever notice is required to be given under this Warrant,
unless otherwise provided herein, such notice shall be given in accordance with
Section 9(f) of the Securities Purchase Agreement. The Company shall provide the
holder of this Warrant with prompt written notice of all actions taken pursuant
to this Warrant, including in reasonable detail a description of such action and
the reason therefore. Without limiting the generality of the foregoing, the
Company will give written notice to the holder of this Warrant (i) immediately
upon any adjustment of the Exercise Price, setting forth in reasonable detail,
and certifying, the calculation of such adjustment and (ii) at least fifteen
days prior to the date on which the Company closes its books or takes a record
(A) with respect to any dividend or distribution upon the Common Stock, (B) with
respect to any grants, issues or sales of any Options, Convertible Securities or
rights to purchase stock, warrants, securities or other property to holders of
Common Stock or (C) for determining rights to vote with respect to any Change of
Control (as defined in the SPA Securities), dissolution or liquidation, provided
in each case that such information shall be made known to the public prior to or
in conjunction with such notice being provided to such holder. Notwithstanding
the foregoing, Section 4(j) of the Securities Purchase Agreement shall apply to
all notices given pursuant to this Warrant.

     9. AMENDMENT AND WAIVER. Except as otherwise provided herein, the
provisions of this Warrant may be amended and the Company may take any action
herein prohibited, or omit to perform any act herein required to be performed by
it, only if the Company has obtained the written consent of the holders of SPA
Warrants representing at least a majority of the shares of Common Stock
obtainable upon exercise of the SPA Warrants then outstanding; provided that no
such action may increase the exercise price of any SPA Warrant or decrease the
number of shares or class of stock obtainable upon exercise of any SPA Warrant
without the written consent of the holder of this Warrant. No such amendment
shall be effective to the extent that it applies to less than all of the holders
of the SPA Warrants then outstanding.

     10. GOVERNING LAW. This Warrant shall be construed and enforced in
accordance with, and all questions concerning the construction, validity,
interpretation and performance of this Warrant shall be governed by, the
internal laws of the state of New York, without giving effect to any choice of
law or conflict of law provision or rule (whether of the State of New York or
any other jurisdictions) that would cause the application of the laws of any


                                       -12-

<PAGE>

jurisdictions other than the State of New York.

     11. CONSTRUCTION; HEADINGS. This Warrant shall be deemed to be jointly
drafted by the Company and all the Purchasers and shall not be construed against
any person as the drafter hereof. The headings of this Warrant are for
convenience of reference and shall not form part of, or affect the
interpretation of, this Warrant.

     12. DISPUTE RESOLUTION. In the case of a dispute as to the determination of
the Exercise Price or the arithmetic calculation of the Warrant Shares, the
Company shall submit the disputed determinations or arithmetic calculations via
facsimile within two Business Days of receipt of the Exercise Notice giving rise
to such dispute, as the case may be, to the holder of this Warrant. If the
holder of this Warrant and the Company are unable to agree upon such
determination or calculation of the Exercise Price or the Warrant Shares within
three Business Days of such disputed determination or arithmetic calculation
being submitted to the Holder, then the Company shall, within two Business Days
submit via facsimile (a) the disputed determination of the Exercise Price to an
independent, reputable investment bank selected by the Company and approved by
the holder of this Warrant or (b) the disputed arithmetic calculation of the
Warrant Shares to the Company's independent, outside accountant. The Company
shall cause the investment bank or the accountant, as the case may be, to
perform the determinations or calculations and notify the Company and the Holder
of the results no later than ten Business Days from the time it receives the
disputed determinations or calculations. Such investment bank's or accountant's
determination or calculation, as the case may be, shall be binding upon all
parties absent demonstrable error.

     13. REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The
remedies provided in this Warrant shall be cumulative and in addition to all
other remedies available under this Warrant, the Securities Purchase Agreement,
the SPA Securities and the Registration Rights Agreement, at law or in equity
(including a decree of specific performance and/or other injunctive relief), and
nothing herein shall limit the right of the holder of this Warrant right to
pursue actual damages for any failure by the Company to comply with the terms of
this Warrant. The Company acknowledges that a breach by it of its obligations
hereunder will cause irreparable harm to the holder of this Warrant and that the
remedy at law for any such breach may be inadequate. The Company therefore
agrees that, in the event of any such breach or threatened breach, the holder of
this Warrant shall be entitled, in addition to all other available remedies, to
an injunction restraining any breach, without the necessity of showing economic
loss and without any bond or other security being required.

     14. TRANSFER. This Warrant may be offered for sale, sold, transferred or
assigned without the consent of the Company, except as may otherwise be required
by Section 2(f) of the Securities Purchase Agreement.

     15. CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms
shall have the following meanings:

     (a) "Bloomberg" means Bloomberg Financial Markets.

     (b) "Business Day" means any day other than Saturday, Sunday or other day
on which commercial banks in The City of New York are authorized or required by
law to remain closed.


                                       -13-

<PAGE>

     (c) "Closing Bid Price" and "Closing Sale Price" means, for any security as
of any date, the last closing bid price and last closing trade price,
respectively, for such security on the Principal Market as reported by
Bloomberg, or, if the Principal Market begins to operate on an extended hours
basis and does not designate the closing bid price or the closing trade price,
as the case may be, then the last bid price or last trade price, respectively,
of such security prior to 4:00:00 p.m. Eastern Time as reported by Bloomberg,
or, if the Principal Market is not the principal securities exchange or trading
market for such security, the last closing bid price or last trade price,
respectively, of such security on the principal securities exchange or trading
market where such security is listed or traded as reported by Bloomberg, or if
the foregoing do not apply, the last closing bid price or last trade price,
respectively, of such security in the over-the-counter market on the electronic
bulletin board for such security as reported by Bloomberg, or, if no closing bid
price or last trade price, respectively, is reported for such security by
Bloomberg, the average of the bid prices, or the ask prices, respectively, of
any market makers for such security as reported in the "pink sheets" by the
National Quotation Bureau, Inc. If the Closing Bid Price or the Closing Sale
Price cannot be calculated for a security on a particular date on any of the
foregoing bases, the Closing Bid Price or the Closing Sale Price, as the case
may be, of such security on such date shall be the fair market value as mutually
determined by the Company and the holder of this Warrant. If the Company and the
holder of this Warrant are unable to agree upon the fair market value of such
security, then such dispute shall be resolved pursuant to Section 12. All such
determinations to be appropriately adjusted for any stock dividend, stock split,
stock combination or other similar transaction during such period.

     (d) "Common Stock" means (i) the Company's common stock, par value $0.01
per share, and (ii) any capital stock into which such Common Stock shall have
been changed or any capital stock resulting from a reclassification of such
Common Stock.

     (e) "Common Stock Deemed Outstanding" means, at any given time, the number
of shares of Common Stock actually outstanding at such time, plus the number of
shares of Common Stock deemed to be outstanding pursuant to Sections 2(a)(i) and
2(a)(ii) hereof regardless of whether the Options or Convertible Securities are
actually exercisable or convertible at such time, but excluding any shares of
Common Stock owned or held by or for the account of the Company or issuable upon
conversion of the SPA Securities or exercise of the SPA Warrants.

     (f) "Convertible Securities" means any stock or securities (other than
Options) directly or indirectly convertible into or exercisable or exchangeable
for Common Stock.

     (g) "Excluded Securities" means any shares of Common Stock issued or
issuable (i) in connection with a strategic partnership or joint venture in
which there is a significant commercial relationship with the Company and in
which the primary purpose of which is not to raise capital, (ii) pursuant to a
bona fide firm commitment underwritten public offering with a nationally
recognized underwriter which generates gross proceeds in excess of $45,000,000
(other than an "at-the-market offering" as defined in Rule 415(a)(4) under the
1933 Act and "equity lines"), (iii) upon conversion or exercise of any Options
or Convertible Securities which are outstanding on the day immediately preceding
the [Issuance Date {Initial A-1 Warrants} / Initial Closing Date (as defined in
the Securities Purchase Agreement) {Initial A-2 Warrants, Subsequent Warrants
and Additional Warrants}], provided that the terms of such Options or
Convertible Securities are not amended, modified or changed on or after the
[Issuance Date {Initial A-1 Warrants} / Initial Closing Date (as defined in the


                                       -14-

<PAGE>

Securities Purchase Agreement) {Initial A-2 Warrants, Subsequent Warrants and
Additional Warrants}], and (iv) pursuant to any subdivision of one or more
classes of the Company's outstanding shares of Common Stock with respect to
which an adjustment to the Exercise Price has been made pursuant to Section
7(b).

     (h) "Expiration Date" means May 1, 2009 or, if such date falls on a day
other than a Business Day or on which trading does not take place on the
Principal Market (a "Holiday"), the next date that is not a Holiday.

     (i) "Options" means any rights, warrants or options to subscribe for or
purchase Common Stock or Convertible Securities.

     (j) "Person" means an individual, a limited liability company, a
partnership, a joint venture, a corporation, a trust, an unincorporated
organization, any other entity and a government or any department or agency
thereof.

     (k) "Principal Market" means the Nasdaq National Market.

     (l) "Registration Rights Agreement" means that certain registration rights
agreement between the Company and the Purchasers.

     (m) "SPA Securities" means the convertible notes issued pursuant to the
Securities Purchase Agreement.



                            [Signature Page Follows]


                                       -15-

<PAGE>

     IN WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common
Stock to be duly executed as of the Issuance Date set out above.

                                       PEMSTAR INC.

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


<PAGE>

                                                                       EXHIBIT A

                                 EXERCISE NOTICE

            TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS
                        WARRANT TO PURCHASE COMMON STOCK

                                  PEMSTAR INC.

     The undersigned holder hereby exercises the right to purchase
_________________ of the shares of Common Stock ("Warrant Shares") of Pemstar
Inc., a Minnesota corporation (the "Company"), evidenced by the attached Warrant
to Purchase Common Stock (the "Warrant"). Capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the Warrant.

     1. Form of Exercise Price. The Holder intends that payment of the Exercise
Price shall be made as:

          ____________ a "Cash Exercise" with respect to _________________
                       Warrant Shares; and/or

          ____________ a "Cashless Exercise" with respect to _______________
                       Warrant Shares.

     2. Payment of Exercise Price. In the event that the holder has elected a
Cash Exercise with respect to some or all of the Warrant Shares to be issued
pursuant hereto, the holder shall pay the Aggregate Exercise Price in the sum of
$___________________ to the Company in accordance with the terms of the Warrant.

     3. Notwithstanding anything to the contrary contained herein, this Exercise
Notice shall constitute a representation by the holder of the Warrant that,
after giving effect to the exercise provided for in this Exercise Notice, such
holder (together with its affiliates) will not have beneficial ownership
(together with the beneficial ownership of such person's affiliates) of a number
of shares of Common Stock which exceeds 5.0% of the total outstanding shares of
Common Stock as reflected in the Company's most recent Form 10-Q or Form 10-K or
other public filing with the SEC, as the case may be, or a more recent public
announcement by the Company or other notice by the Company or its transfer agent
setting forth the number of shares of Common Stock outstanding, but after giving
effect to conversions or exercise of securities of the Company, including the
Warrant, by such holder and its affiliates since the date as of which such
number of outstanding shares of Common Stock was reported.

     4. Delivery of Warrant Shares. The Company shall deliver to the holder
__________ Warrant Shares in accordance with the terms of the Warrant.

Date: _______________ __, ______


------------------------------------------------
Name of Registered Holder

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


                                 ACKNOWLEDGMENT

     The Company hereby acknowledges this Exercise Notice and hereby directs


<PAGE>

[TRANSFER AGENT] to issue the above indicated number of shares of Common Stock
in accordance with the Transfer Agent Instructions dated ______ __, 2002 from
the Company and acknowledged and agreed to by [TRANSFER AGENT].

                                       PEMSTAR INC.

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