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                                                                     Exhibit 4.5

                           RIGHTS AGREEMENT AMENDMENT

         THIS RIGHTS AGREEMENT AMENDMENT is entered into as of May 3, 2002, by
Pemstar Inc. (the "Company") and Wells Fargo Bank Minnesota, N.A., as Rights
Agent (the "Rights Agent"), with respect to the Rights Agreement dated as of
August 11, 2000, between the Company and the Rights Agent, as amended to date
(the "Rights Agreement").

         WHEREAS, no Person has become an Acquiring Person, as such terms are
defined in Section 1 of the Rights Agreement;

         WHEREAS, no Distribution Date, as defined in Section 3(a) of the Rights
Agreement, has occurred; and

         WHEREAS, the Company has directed the Rights Agent to enter into this
Amendment pursuant to Section 27 of the Rights Agreement.

         NOW, THEREFORE, in consideration of the premises and mutual agreements
set forth herein, the Company and the Rights Agent agree as follows:

         The definition of "Exempt Person" set forth in Section 1 of the Rights
Agreement is hereby deleted in its entirety and the following is substituted in
lieu thereof:

         "`Exempt Person' shall mean the Company, any Subsidiary of the Company,
         any employee benefit plan of the Company or of any Subsidiary of the
         Company, and any Person organized, appointed or established by the
         Company for or pursuant to the terms of any such plan. Any underwriter
         participating in the initial public offering of the Company's Common
         Shares shall also be an Exempt Person until the date any such
         underwriter owns less than 15% of the Company's Common Shares. Exempt
         Person shall also mean the investors listed on the Schedule of Buyers
         (individually "the Investor", and collectively the "Investors")
         attached to the Securities Purchase Agreement, dated as of May 3, 2002,
         by and among the Company and the Investors (the "Securities Purchase
         Agreement"), unless and until such time as such Investor (A) directly
         or indirectly becomes the Beneficial Owner of Common Shares other than
         Common Shares received (i) as a result of any conversion or redemption
         of any convertible notes issued by the Company pursuant to the
         Securities Purchase Agreement, (ii) upon exercise of warrants issued by
         the Company pursuant to the Securities Purchase Agreement, (iii) upon
         the payment of interest owed on the convertible notes in Common Shares
         or (iv) otherwise pursuant to such Securities Purchase Agreement or (B)
         participates in any group within the meaning of Section 13(d)(3) of the
         Exchange Act unless such group has publicly stated that such ownership
         is for investment purposes only."

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         IN WITNESS WHEREOF, the parties have duly executed this Amendment as of
the date first written above.

PEMSTAR INC.                               WELLS FARGO BANK MINNESOTA, N.A.,
                                           AS RIGHTS AGENT

By: /s/ Al Berning                         By: /s/ Steven Honkanen
    ------------------------------             ------------------------------
    Allen J. Berning                           Name Steven Honkanen
    Chairman, Chief Executive Officer          Title: Officer
    and President

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