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                                                                    Exhibit 10.2
                       LIMITED WAIVER TO CREDIT AGREEMENT

      LIMITED WAIVER, dated as of November 9, 2001, (the "Waiver"), to the
CREDIT AGREEMENT, dated as of June 29, 2000 (as heretofore amended, the "Credit
Agreement") among ACT MANUFACTURING, INC., a Massachusetts corporation (referred
to, together with any other Borrowers, as the "Borrower") the several lenders
and other financial institutions or entities from time to time party thereto
(collectively, the "Lenders"), CREDIT SUISSE FIRST BOSTON, as syndication agent,
SOCIETE GENERALE, as documentation agent, and THE CHASE MANHATTAN BANK, as
administrative agent (the "Administrative Agent"):

                              W I T N E S S E T H:

      WHEREAS, the Borrower has requested that from and after the Effective Date
(as defined below) of this Limited Waiver, certain provisions of the Credit
Agreement be waived subject to and upon the terms and conditions set forth
herein;

      NOW, THEREFORE, the parties hereto hereby agree as follows:

            1. All terms used herein shall, unless otherwise specified have the
same meanings as set forth in the Credit Agreement.

            2. For the period commencing on the Effective Date and ending on
November 23, 2001 (the "Overadvance Waiver Period") the Lenders hereby waive:
(a) any non-compliance by Borrower with the limitation set forth in Section
2.4(a) of the Credit Agreement solely to the extent that during the Waiver
Period, the Borrower shall be permitted to borrow up to $5,000,000 in excess of
the Total Revolving Extensions of Credit that would otherwise be permitted under
Section 2.4 (the "Permitted Overadvance"); and (b) any Events of Default that
shall occur and continue solely as a result of such Permitted Overadvance.

            3. For the period commencing as of the Effective Date and ending on
November 30, 2001 (the "Lease Waiver Period"): (a) the Lenders also hereby waive
any default or Event of Default arising (whether before the date hereof or
during the Lease Waiver Period) under Section 8(e) of the Credit Agreement as
the result of the non-payment by the Borrower or any of its Subsidiaries of rent
or other amounts due under agreements for the lease of equipment or as a result
of the failure by the Borrower or any of its Subsidiaries to give any notice of
such non-payment that may be required under any such agreement; (b) upon
termination expiration of the Lease Waiver Period, the waiver provided for in
this Paragraph 3 shall immediately and automatically terminate in its entirety
(without cure period) and shall be of no further force or effect.

            4. The Overadvance Waiver Period and the Lease Waiver Period shall
each continue in effect only so long as: (i) no Event of Default has occurred or
shall be continuing under the Credit Agreement other than those waived by virtue
of Paragraphs 2 and 3; and (ii) Borrower complies with all obligations set forth
in this Limited Waiver. Upon termination or expiration of the Overadvance Waiver
Period and/or the Lease Waiver Period for whatever

                                       1
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reason, such period shall immediately and automatically terminate in its
entirety (without notice or cure period) and shall be of no further force or
effect.

            5. The Borrower agrees that notwithstanding any provision to the
contrary in the Credit Agreement and/or the Loan Documents, the aggregate
principal amount of the Revolving Loans, including outstanding and undrawn
Letters of Credit will not exceed (and the Lenders shall not be required fund
such Loans in excess of) $69,000,000 at any time on or after November 7, 2001.

            6. In accordance with the request of the Administrative Agent made
pursuant to Section 2(h) of the Credit Agreement, Borrower agrees that it will
furnish Borrowing Base Certificates to the Administrative Agent and each Lender
as follows: (a) no later than 5:00 PM on November 7, 2001 Borrower will deliver
a Borrowing Base Certificate effective as of October 31, 2001; and (b)
thereafter, Borrower will prepare a Borrowing Base Certificate each week (ending
as of each Friday at 11:59 PM), to be delivered to the Administrative Agent
within three (3) Business Days following the end of each such week. Such
Borrowing Base Certificates will include such modifications and/or supplemental
information as the Administrative Agent may, in its sole discretion, request.
Borrower will also prepare and make available to the Administrative Agent and/or
its designated professionals such other reports, documents and/or information
and provide access to such of Borrower's employees and professionals as the
Administrative Agent shall reasonably request.

            7. The Borrower will immediately deliver to the Administrative
Agent: (a) all original copies of the Secured Promissory Note dated as of
October 24, 2001 executed by Next Level Communications, Inc. in favor of CMC
Industries, Inc. (the "Next Level Note"), along with (b) the original executed
copy of the Note Endorsement furnished by the Administrative Agent. (c) The
Borrower also agrees to promptly (i) execute and/or cause to be executed any and
all documents (including but not limited to an assignment of the Security
Agreement executed with respect to Next Level Note (the "Security Agreement") or
such other document as shall be reasonably satisfactory to the Administrative
Agent), and (ii) take and/or cause to be taken any and all actions deemed
necessary or appropriate by the Administrative Agent to perfect Lenders' rights
in the Next Level Note and the Security Agreement.

            8. With respect to the Next Level Note: (a) Borrower acknowledges
and agrees that for the purposes of determining the Borrowing Base: (i) those
installments deemed Qualified Accounts shall be limited to an aggregate total of
$8,400,000 (representing those installments payable to Borrower within ninety
(90) days) (the "Next Level Qualified Accounts"); and (ii) such Next Level
Qualified Accounts shall be included only in those Borrowing Base Certificates
effective as of or prior to November 23, 2001; and (b) Notwithstanding the
foregoing, the Administrative Agent may eliminate any or all or such Next Level
Qualified Accounts from the Borrowing Base: (i) in the event that Borrower does
not deliver those documents and take those actions to perfect the Lenders'
rights in the Next Level Note and Security Agreement as required by Paragraph 7
above; or (ii) if at any time, Next Level fails to make one or more payments
when specified in or there shall otherwise have occurred and be continuing an
Event of Default under the Next Level Note.

                                       2
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            9. The Borrower hereby grants to the Administrative Agent, for the
ratable benefit of the Lenders, first liens and security interests in all assets
now held by or hereafter acquired by Borrower or any subsidiary (the "U.K.
Subsidiary") in connection with or as the result of the acquisition of Fischer
Rosemont Systems, including but not limited to all stock of the U,K. Subsidiary
and all property (real and personal), inventory, Accounts and equipment located
in Leicester, England. Borrower agrees to promptly: (a) deliver to the
Administrative Agent the original certificates of all stock of the U.K.
Subsidiary endorsed in blank; and (b) to execute and/or cause the U.K.
Subsidiary to execute any and all documents, including but not limited to such
pledge and security agreements and also, in the case of the U.K. Subsidiary, a
guaranty of payment of the Obligations in form and substance reasonably
satisfactory to the Administrative Agent, and to take and/or cause to be taken
all actions deemed necessary or appropriate by the Administrative Agent to
perfect the Lenders' rights in the foregoing.

            10. This Limited Waiver shall not become effective until the date
(the "Effective Date") on which it shall have been executed by the Borrower and
each Lender and the Administrative Agent shall have received evidence
satisfactory to it of such execution and an amendment fee shall have been paid
to the Administrative Agent for the ratable account of the Lenders in the amount
of 1/8 of one percent of the amount of the Commitments then in effect.

            11. Except to the extent hereby waived, the Credit Agreement and
each of the Loan Documents remain in full force and effect and are hereby
ratified and affirmed.

            12. The Borrower agrees that its obligations set forth in Section
10.5 of the Credit Agreement shall extend to the preparation, execution and
delivery of this Limited Waiver, including the reasonable fees and disbursements
of counsel to the Administrative Agent and the Administrative Agent's
professionals.

            13. This Limited Waiver shall be limited precisely as written and
shall not be deemed (a) to be a consent granted pursuant to, or a waiver or
modification of, any other term or condition of the Credit Agreement, the Loan
Documents or any of the instruments or agreements referred to therein or (b) to
prejudice any right or rights which the Administrative Agent or the Lenders may
now have or have in the future under or in connection with the Credit Agreement,
the Loan Documents or any of the instruments or agreements referred to therein.
Whenever the Credit Agreement is referred to in the Credit Agreement or any of
the instruments, agreements or other documents or papers executed or delivered
in connection therewith, such reference shall be deemed to mean the Credit
Agreement as modified by this Limited Waiver.

            14. This Limited Waiver may be executed in any number of
counterparts and by the different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed to be an original and
all of which taken together shall constitute but one and the same instrument.

            15. This Limited Waiver may not be extended, amended, modified or
waived, except by a writing signed by each of the parties hereto.

            16. This Limited Waiver shall be governed by, and construed in
accordance with, the laws of the State of New York.

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      IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly
executed as of the day and the year first written.

                                    BORROWER:

                                    ACT MANUFACTURING, INC.


                                    By: /s/ John A. Pino
                                        ----------------------------------------
                                    Name:  John A. Pino
                                    Title: Chief Executive Officer and President


                                    By: /s/ Narendra M. Pathipati
                                        ----------------------------------------
                                    Name:  Narendra M. Pathipati
                                    Title: Executive Vice President and Chief
                                           Financial Officer


                                    ACT MANUFACTURING SECURITIES CORPORATION


                                    By: /s/ John A. Pino
                                        ----------------------------------------
                                    Name:  John A. Pino
                                    Title: Chief Executive Officer and President


                                    ACT MANUFACTURING US HOLDINGS, LLC


                                    By: /s/ John A. Pino
                                        ----------------------------------------
                                    Name:  John A. Pino
                                    Title: Chief Executive Officer and President


                                    CMC INDUSTRIES, INC.


                                    By: /s/ John A. Pino
                                        ----------------------------------------
                                    Name:  John A. Pino
                                    Title: Chief Executive Officer and President

                                       4
<PAGE>

                                    THE CHASE MANHATTAN BANK,
                                    Individually and as Administrative Agent


                                    By: /s/ authorized party
                                       ----------------------------------
                                    Name:
                                    Title:


                                    CITICORP USA, INC.


                                    By: /s/ authorized party
                                       ----------------------------------
                                    Name:
                                    Title:


                                    By: /s/ authorized party
                                       ----------------------------------
                                    Name:
                                    Title:


                                    CREDIT SUISSE FIRST BOSTON


                                    By: /s/ authorized party
                                       ----------------------------------
                                    Name:
                                    Title:

                                       5
<PAGE>

                                    DEBIS FINANCIAL SERVICES, INC.


                                    By: /s/ authorized party
                                       ----------------------------------
                                    Name:
                                    Title:


                                    FIRSTAR BANK, N.A.


                                    By: /s/ authorized party
                                       ----------------------------------
                                    Name:
                                    Title:


                                    FLEET CAPITAL CORPORATION


                                    By: /s/ authorized party
                                       ----------------------------------
                                    Name:
                                    Title:


                                    GMAC COMMERCIAL CREDIT LLC


                                    By: /s/ authorized party
                                       ----------------------------------
                                    Name:
                                    Title:


                                    HARRIS TRUST AND SAVINGS BANK


                                    By: /s/ authorized party
                                       ----------------------------------
                                    Name:
                                    Title:

                                       6
<PAGE>

                                    IBJ WHITEHALL BUSINESS CREDIT CORPORATION


                                    By: /s/ authorized party
                                       ----------------------------------
                                    Name:
                                    Title:


                                    NATIONAL BANK OF CANADA


                                    By: /s/ authorized party
                                       ----------------------------------
                                    Name:
                                    Title:


                                    THE PROVIDENT BANK


                                    By: /s/ authorized party
                                       ----------------------------------
                                    Name:
                                    Title:


                                    SOCIETE GENERALE


                                    By: /s/ authorized party
                                       ----------------------------------
                                    Name:
                                    Title:


                                    SOVEREIGN BANK


                                    By: /s/ authorized party
                                       ----------------------------------
                                    Name:
                                    Title:

                                       7
<PAGE>

                                    SUMMIT BANK


                                    By: /s/ authorized party
                                       ----------------------------------
                                    Name:
                                    Title:

                                       8