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                                                                 EXHIBIT 10.18

                         MASTER MANUFACTURING AGREEMENT

THIS MASTER MANUFACTURING AGREEMENT (this "Agreement"), effective as of March 8,
1999 (the "Effective Date"), is entered into by and between Ericsson Inc., a
Delaware corporation ("Ericsson"), and Xetel Corporation, a Delaware corporation
("Manufacturer").

WHEREAS, Ericsson desires to retain a qualified manufacturer to manufacture
various products for sales exclusively to Ericsson in accordance with the
specifications provided by Ericsson; and

WHEREAS, Ericsson and Manufacturer have agreed that the business structure
established pursuant to this Agreement will achieve the objectives contemplated
by the parties in establishing a flexible framework governing the standard terms
and conditions upon which Manufacturer will manufacture and sell to Ericsson,
and Ericsson will purchase from Manufacturer, such products as may be mutually
agreed upon by the parties from time to time.

NOW, THEREFORE, Ericsson and Manufacturer hereby agree as follows:

1.       Scope of Agreement. From time to time during the term of this
         Agreement, Manufacturer will (i) manufacture exclusively for Ericsson
         such products (the "Products") as may be requested by Ericsson, and
         (ii) sell the Products exclusively to Ericsson, all in accordance with
         the terms and conditions of this Agreement (including the terms and
         conditions of the applicable statements of work executed by the parties
         (each, a "Statement of Work")).

2.       Term. The term of this Agreement will commence on the Effective Date
         and will continue for a period of three (3) years, unless sooner
         terminated or further extended in accordance with the provisions
         hereof. This Agreement will automatically extend for successive one (1)
         year periods unless either party provides to the other party a written
         notice of termination no less than ninety (90) days prior to the
         expiration of the then existing term. Notwithstanding the expiration or
         termination of this Agreement for any reason, each Statement of Work
         entered into prior to the date of such expiration or termination will
         remain in full force and effect in accordance with the provisions
         thereof, including each of the provisions of this Agreement
         incorporated by reference into such Statement of Work.

3.       Statement of Work. From time to time, the parties may execute a
         Statement of Work to define the Product to be manufactured and sold by
         Manufacturer exclusively to Ericsson, subject to the terms and
         conditions of this Agreement. Each Statement of Work will, at a
         minimum, include the following:

         (a)      A reference to this Agreement, which reference will be deemed
                  to incorporate all applicable provisions of this Agreement.

         (b)      The term of the Statement of Work.

         (c)      A description of the each Product to be manufactured and
                  provided by Manufacturer to Ericsson pursuant to the Statement
                  of Work, including, but not limited to, the functional and
                  technical specifications of such Product for the manufacturing
                  and testing of the Product.

         (d)      The purchase price to be paid to Manufacturer by Ericsson for
                  each Product to be purchased by Ericsson, including the
                  applicable discounts, based upon a forecasted (not committed)
                  annual aggregate volume of Products which may be purchased by
                  Ericsson hereunder that may be different in assemblies, but
                  are similar enough in nature to allow manufacturer and
                  Ericsson to benefit from the economy of scale.


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         (e)      Any additional provisions applicable to the Products provided
                  under that Statement of Work that are not otherwise set forth
                  in this Agreement or that are exceptions to the provisions
                  set forth in this Agreement.

         A form of statement of work is attached hereto as Exhibit A. No
         Statement of Work will become effective until it has been executed by
         an authorized representative of both Manufacturer and Ericsson.

4.       CONFLICTS. In the event of any express conflict or inconsistency
         between the provisions of this Agreement and the provisions of any
         Statement of Work, the provisions of this Agreement will control with
         respect to the interpretation of that Statement of Work.

5.       ORDERS AND DELIVERY.

         (a)      Ericsson may order Products for delivery hereunder on
                  Ericsson's standard purchase. Each order will identify the
                  type of Product ordered, quantity, date for delivery, and the
                  location to which the Product is to be delivered. Any
                  purchase order issued by Ericsson hereunder will be deemed
                  accepted by Manufacturer and binding on the parties unless
                  Manufacturer provides Ericsson a written notice of rejection
                  of such purchase order, together with a reasonable
                  explanation for such rejection, within five (5) business days
                  following Manufacturer's receipt of such purchase order.
                  Manufacturer will use its commercially best efforts to accept
                  each purchase order issued by Ericsson hereunder.

         (b)      Unless otherwise specifically agreed in writing (making
                  reference to superseding this Agreement) between the parties,
                  the terms and conditions of this Agreement shall govern any
                  accepted purchase order submitted by Ericsson,
                  notwithstanding any additional or contrary terms and
                  conditions of Ericsson's purchase order form or other writing
                  provided by either party.

         (c)      Time is of the essence with respect to Manufacturer's
                  performance of this Agreement. Manufacturer will deliver the
                  Products to Ericsson on the scheduled delivery date set forth
                  in the applicable purchase order issued by Ericsson and
                  accepted by Manufacturer. In the event of any actual delay in
                  Manufacturer's performance hereunder, Manufacturer will give
                  written notice thereof to Ericsson as soon as possible of any
                  delay in shipment, describing the cause, effect, and duration
                  of such delay and thereafter will give prompt written notice
                  to Ericsson of any changes to such conditions.

         (d)      Unless otherwise mutually agreed in writing by the parties
                  (in the applicable Statement of Work or otherwise),
                  Manufacturer will deliver F.O.B. Ericsson's designated
                  delivery address in Richardson, Texas.

         (e)      Unless otherwise mutually agreed in writing by the parties
                  (in the applicable Statement of Work or otherwise), title and
                  risk of loss or damage to the Products will pass to Ericsson
                  upon Manufacturer's delivery of the Products to the
                  designated delivery address in Richardson, Texas.

6.       COMMUNICATION OF SUPPLY ISSUES.

         (a)      For the purpose of facilitating the planning of demands for
                  components and other resources, Ericsson will provide a
                  monthly forecast of demand for the Products specified in the
                  applicable Statement of Work. Such forecast will cover demand
                  for the then current month plus next five months on a rolling
                  basis. Each such forecast will be made by Ericsson in good
                  faith, but is an estimate only and does not create or imply
                  any commitment upon Ericsson to issue purchase orders for
                  such forecast amounts. Any compensation for

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                  deviations in the actual quantities ordered from the forecast
                  is only allowed as specified in Section 12 of this Agreement.

         (b)      Manufacturer will at all times ensure that it has the overall
                  capacity as regards production resources, such as equipment,
                  labor and components to allow it to make deliveries up to the
                  volumes being included in the applicable forecast.
                  Manufacturer will immediately inform Ericsson of any supply
                  issues that may prevent it from delivering quantities as
                  ordered, forecast or indicated in discussions regarding long
                  term manufacturing plans.

7.       PACKAGING AND PACKING. Unless otherwise instructed in writing by
         Ericsson, Manufacturer will affixed the Products purchased by Ericsson
         from Manufacturer hereunder with the logo, mark or faceplate provided
         by Ericsson; provided that any such logo, mark or faceplate does not
         affect the form, fit or function of the Products. Any Ericsson logo,
         mark or faceplate and any other Ericsson trademark, trade dress,
         insignia or material containing Ericsson's marks shall be used by
         Manufacturer solely for the purposes of this Agreement and shall be
         placed only on the Products covered by Ericsson's purchase orders.
         Manufacturer will be responsible for the packaging of each Product.
         Such packaging shall be consistent with industry standards and such
         requirements as may be prescribed by Ericsson from time to time.
         Any additional costs which are incurred by Manufacturer due to
         special Ericsson requirements will be invoiced to and paid for by
         Ericsson; provided that such cost will be subject to Ericsson's prior
         written approval. Unless otherwise specifically instructed in writing
         by Ericsson, Manufacturer will remove all Manufacturer trademarks and
         other non-Ericsson marks from the Products so that the Products may be
         marketed by Ericsson solely as its private label Products.

8.       PRICE AND PAYMENT.

         (a)      Ericsson will pay to Manufacturer such price for each Product
                  as set forth in the applicable Statement of Work. Pricing for
                  manufacturing and test (per specifications set forth in the
                  applicable Statement of Work) will be based upon an annual
                  estimate of quantities of the Products to be purchased. The
                  annual estimate will be based upon an aggregate volume
                  combining forecasted quantities of all Products that are
                  similar in both components and manufacturing processes.
                  Manufacturer agrees that pricing is based upon such
                  established estimate. If at any time during the term of this
                  Agreement Ericsson determines that volumes will be at a
                  different level, pricing will be adjusted as indicated in the
                  applicable Statement of Work. Both parties will use their best
                  efforts to achieve additional price reductions in relation to
                  the prices existing at the time of the execution of this
                  Agreement and the applicable Statement of Work. Any such price
                  reduction will be done without endangering Ericsson's
                  requirements relating to quality, lead time, specifications
                  and other requirements set forth in the applicable Statement
                  of Work. Manufacturer and Ericsson will execute a revised
                  Statement of Work to change the applicable pricing as price
                  reductions become available.

                  (b)      Manufacturer will invoice Ericsson upon shipment by
                  Manufacturer. Invoices are due and payable thirty (30) days
                  from date of receipt. The amount which shall be paid by
                  Ericsson under this Agreement does not include any state or
                  local sales or use taxes, duties, levies or
                  governmentally-imposed fees, however designated (including,
                  but not limited to, value-added, property, sales, transfer,
                  use, privilege, excise or similar taxes or import duties or
                  fees), which are the responsibility of Ericsson and which may
                  be levied directly on the sale, provision or use of the
                  Products. Ericsson shall promptly pay any such taxes, duties,
                  levies or fees (or reimburse Manufacturer therefor). With
                  respect to state or local sales or use taxes, Ericsson may
                  furnish Manufacturer with an exemption certificate. Other than
                  as set forth herein, all other taxes of every nature and kind,
                  including without limitation franchises, net or gross income,
                  license, occupation, or property taxes, shall be the
                  responsibility of Manufacturer and Ericsson shall have no
                  obligation to Manufacturer therefor.


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9.   ACCESS TO WORK, DATA AND DOCUMENTATION.

     (a)  All data and documentation generated in connection with this Agreement
          by Manufacturer and its subcontractors, including without limitation
          all data and documentation relating to requirements, specification,
          design, and test, shall be subject to examination, evaluation, and
          inspection by Ericsson at reasonable times during performance under
          this Agreement, as requested by Ericsson or its authorized
          representative. For a period of three (3) years after performance is
          completed, and to the extent that such data and documentation are of a
          type normally retained by Manufacturer and are not deliverable to
          Ericsson under this Agreement, such data and documentation shall
          continue to be made available by Manufacturer for such purposes, as
          requested by Ericsson.

     (b)  All work in process under this Agreement shall be subject to
          observation and inspection by Ericsson at reasonable times during
          performance, as requested by Ericsson, and Ericsson shall have access
          for such purpose to the premises at which such work is being performed
          during normal business hours. The Manufacturer shall establish and
          maintain an inspection system relating to its performance under this
          Agreement. The Manufacturer shall provide reasonable facilities for
          use by Ericsson in connection with such activities, and the Ericsson
          representative shall comply with applicable work rules and regulations
          in effect at the premises where such activities are conducted.

     (c)  Any defects or deficiencies observed by Ericsson in connection with
          the activities under subsections (a) above, and reported to the
          Manufacturer, shall be corrected or remedied promptly by and at the
          expense of Manufacturer.

     (d)  No Ericsson acquiescence in or failure to notice or report defects or
          deficiencies in such data and documentation and work shall constitute
          a waiver or modification of Manufacturer's obligations under this
          Agreement.

10.  ERICSSON MATERIALS. From time to time, Ericsson may provide such materials
     and/or equipment (collectively, the "Ericsson Materials") to Manufacturer
     as may be deemed appropriate by Ericsson for the manufacturing of the
     Products pursuant to a Statement of Work. In such event, Manufacturer
     hereby agrees as follows:

     (a)  The Ericsson Materials will be Ericsson's exclusive property, and
          Manufacturer will not commingle any the Ericsson Materials with any
          other materials.

     (b)  Manufacturer will use the Ericsson Materials only as instructed by
          Ericsson for the manufacturing of the Products for Ericsson hereunder.

     (c)  Manufacturer will maintain the Ericsson Materials as instructed by
          Ericsson and will be responsible for any repairs or replacement costs
          associated with improper handling or use.

     (d)  Manufacturer will not alter the Ericsson Materials without Ericsson's
          prior written approval.

     (e)  Manufacturer will return the Ericsson Materials in the same condition
          as received, normal wear and tear excepted.

     (f)  Manufacturer will be responsible for any loss or damage to the
          Ericsson Materials while the Ericsson Materials are in Manufacturer's
          possession or control.

11.  ERICSSON CHANGES. Changes in product configuration may be made by Ericsson
     on a no charge basis if given in writing by Ericsson not less than sixty
     (60) days prior to the scheduled


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<PAGE>   5
         date of shipment. In the event Ericsson changes Product configuration
         or specifications, the parties will work together in good faith and
         mutually agree in writing upon the term and conditions with respect to
         any such change in Product configuration or specifications.

 12.     CANCELLATION AND RESCHEDULING. From time to time, Ericsson may, by
         providing Manufacturer with a written request ("Change Request"),
         cancel, reschedule or change the delivery of the Products, and
         Manufacturer will comply with such request, as long as any such
         cancellation, rescheduling or change is within the following
         guidelines:

<TABLE>
<CAPTION>
                                                                  Increase (+)/Decreases(-)
                                                                  Allowed (as a percentage of
Time Frame                                                        current scheduled quantity)
<S>                                                               <C>
Change Request is sent less than thirty (30)                      +20%, -0%
days prior to the scheduled delivery

Change Request is sent between thirty (30)                        +50%, -100%
and sixty (60) days prior to the scheduled
delivery

Change Request is sent at over sixty days                         All changes allowed (+/-
prior to the scheduled delivery                                   100%)
</TABLE>

         In the event of any change beyond the range allowed as set forth above,
         Manufacturer will work together with Ericsson in good faith to
         accommodate such change on a case by case basis. In the event and to
         the extent of any cancellation beyond the range allowed as set forth
         above and agreed by Manufacturer, Manufacturer may claim, as its sole
         and exclusive remedy, compensation for (i) the actual costs of the
         Ericsson specific components then already purchased by Manufacturer
         (that Manufacturer could not use for any other products), (ii) the
         direct labor costs of manufacturing up to the point of cancellation,
         and (iii) any disposal costs associated with the applicable work in
         progress; provided that Manufacturer will use its best efforts to
         mitigate any an all such costs. In addition, in the event of any
         cancellation or rescheduling by Ericsson, whether within or beyond the
         range allowed as set forth above, Ericsson will be responsible for all
         non-cancelable or non-returnable materials to the extent that
         Manufacturer then already ordered or purchased such materials to
         support Ericsson's forecast for the Products as set forth in Section
         6(a); provided that Manufacturer will use its best efforts to mitigate
         any and all such costs.

 13.     ACCEPTANCE. All Products ordered pursuant to this Agreement shall be
         subject to inspection by Ericsson after delivery to determine
         conformity with Ericsson's purchase order and the applicable
         specifications. Ericsson shall have a period of thirty (30) days
         following arrival of Product at the delivery destination specified by
         Ericsson within which to test the Product for conformity with
         Ericsson's purchase order and the applicable specifications. Ericsson
         shall promptly notify Manufacturer in writing of any discrepancy or
         rejection. Final acceptance of Products, or their use prior to final
         acceptance pending correction of deficiencies by Manufacturer, shall in
         no event be deemed a waiver by Ericsson of any rights or remedies as
         provided for in any other provisions of this Agreement.

 14.     QUALITY ASSURANCE.

         (a)   The Manufacturer will have a quality system for the
               Products that is documented and measured against applicable
               standards (e.g., ISO 9001). Manufacturer agrees to notify
               Ericsson's quality assurance personnel of any material changes
               known to Manufacturer which affect Ericsson's received Product.

         (b)   As a part of Ericsson's quality assurance program, Ericsson may
               request Manufacturer to purchase components or supplies from
               specific suppliers, in which event Manufacturer will purchase the
               components or supplies from such suppliers. It is Manufacturer's


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              responsibility to deliver the Products manufactured free from
              defects in workmanship according to the specifications set forth
              in the applicable Statement of Work. Manufacturer will use the
              components from third party suppliers specified by Ericsson in its
              documentation. Manufacturer is responsible for ensuring that such
              components are received as specified, which will include a visual
              inspection to ensure that the Products meet Ericsson's
              specifications, including mechanical drawings.

         (c)  Manufacturer will at all times maintain effective programs for
              defect detection and for corrective and preventive actions, which
              programs will be fully disclosed to Ericsson. It is the
              responsibility of Manufacturer to employ any means it deems
              appropriate, including without limitation development of
              in-circuit testing capability, to improve its internal yields so
              that it can deliver the contracted amount of Products to Ericsson
              for final test and burn-in. Should Manufacturer detect a problem
              that may affect the quality or reliability any of the Products,
              Manufacturer will immediately notify Ericsson in writing of such
              problem. Such notice will include the nature of the problem,
              actions taken and to be taken, expected outcome, and other
              recommendations related to the problem.

         (d)  If Ericsson discovers any failures during final test and burn-in
              that are attributable to defects in the manufacturing process, the
              Products will be returned to Manufacturer for repair or
              replacement at no additional cost to Ericsson. If Ericsson
              determines that Manufacturer is not meeting the requirements and
              specifications set forth in the applicable Statement of Work,
              Ericsson may request a formal written corrective Action response,
              and Manufacturer will respond within three (3) working days with a
              plan for corrective actions to be taken.

         (e)  Ericsson will be entitled (alone or accompanied by its customers)
              at any time and at no charge by Manufacturer to make announced or,
              if reasonably required, unannounced inspections of Manufacturer's
              premises (including without limitation the manufacturing
              facilities) during normal business hours with respect to the
              verification of processes and quality systems, quality control of
              products, or other inspections and/or audits relating to quality
              and delivery performance.

         (f)  As part of the quality assurance, Manufacturer will purchase
              components specified in the documentation provided by Ericsson for
              incorporation of such components into the Products. Manufacture
              will purchase such components only from such Ericsson approved
              suppliers as identified in the documentation provided by Ericsson.
              Any deviation from the specifications must be requested in writing
              by Manufacturer and approved in writing by Ericsson's Design and
              Procurement organizations. If no supplier is specified in the
              documentation, Manufacturer may select its own preferred supplier;
              provided that Manufacturer will ensure that the Products will
              conform to the specifications set forth in the applicable
              Statement of Work. In addition, Manufacturer will ensure that the
              suppliers of such components are properly monitored and that such
              components are inspected to be in conformance with the
              specifications set forth in the applicable Statement of Work and
              the applicable industry standards. Any such inspection by
              Manufacturer will be documented by Manufacturer for Ericsson's
              future review and audit. Upon Ericsson's request, Manufacturer
              will implement and maintain supplier development activities that
              contribute to a continuous improvement of the quality and
              reliability of the components. Ericsson will work with the
              approved suppliers to allow Manufacturer to purchase components at
              Ericsson's contract prices. Manufacturer will reference Ericsson
              product numbers with such suppliers to ensure that Ericsson volume
              commitments are credited for the purchase. Ericsson reserves the
              right to contract with its component suppliers directly to provide
              just-in-time delivery of the components to Manufacturer in an
              effort to reduce costs and lead times.

         (g)  As soon as practicable, Ericsson and Manufacturer will work
              together in good faith and mutually agree upon the performance
              standards which Manufacturer will meet or exceed in

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              its performance of this Agreement. In the event that Manufacturer
              fails to meet any of such performance standards and does not cure
              such failure within a reasonable time, Ericsson may, by providing
              Manufacturer with an advance written notice, terminate this
              Agreement without further obligations or liabilities.

15. WARRANTY.

         (a)  Manufacturer warrants that each Product provided hereunder shall
              be new, and for a period of ninety (90) days following Ericsson's
              acceptance of the Product (the "Warranty Period"), be free from
              defects in material and workmanship, and in compliance with the
              applicable specifications. The Warranty Period for repaired
              Products returned to Ericsson shall be the longer of (1) the
              balance of the original Warranty Period (2) sixty (60) days.

         (b)  In the event of any breach of the warranties set forth herein, and
              notwithstanding any payments or inspections or acceptance,
              Manufacturer, at its option, will (i) replace, repair, or correct
              the defective Product at Manufacturer's sole expense including
              without limitation all shipment and insurance costs and any costs
              of removal and reinstallation or (ii) if requested by Ericsson,
              refund to Ericsson all amounts received by Manufacturer with
              respect to such Product. All replacements, repairs, and
              corrections shall be effected promptly by Manufacturer, the
              schedule for which shall conform to Ericsson's reasonable use
              requirements for the Product. In the event a substitute for the
              Product is available during the periods required for such
              replacement, repair or correction, Manufacturer shall provide such
              substitutes for Ericsson's use at no cost to Ericsson. Repairs or
              corrections shall be returned to Manufacturer as determined by
              Ericsson. Return to Manufacturer shall be in accordance with
              instructions issued by Manufacturer immediately upon receipt of
              notice of Ericsson's election to return. In the absence of
              instructions from Manufacturer, Ericsson may ship by such means
              and on such terms, including valuation and insurance, as it deems
              appropriate.

         (c)  In the event that the Products require repair or return, (i)
              Ericsson will bear all risk of loss of or damage to the Products
              when Ericsson sends the Products to Manufacturer for repair or
              replacement, and (ii) Manufacturer will bear all risk of loss of
              or damage to the Products when Manufacturer returns the Products
              to Ericsson, or its customers after replacement, repair or
              correction.

         (d)  EXCEPT TO THE EXTENT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT,
              THERE ARE NO OTHER WARRANTIES OF THE PRODUCTS AND SERVICES,
              EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT
              LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
              PARTICULAR PURPOSE.

16.      COMPLIANCE WITH LAWS. Manufacturer shall give all requisite notices to
         the proper authorities, obtain all official inspections, permits and
         licenses made necessary by the work under this Agreement and shall
         comply with all laws, rules and regulations pertaining to such work. If
         requested, Manufacturer shall provide Ericsson with any required
         inspection approval certificates. If Manufacturer performs any work
         contrary to or not in conformity with such laws, rules and
         regulations, Manufacturer shall bear all costs arising therefrom.

17.      CHANGEOVER. In the event of termination or expiration of this Agreement
         or any Statement of Work for any reason, Manufacturer shall, at no
         additional charge, effect an orderly and efficient transition of the
         work performed hereunder to Ericsson or to a successor manufacturer
         during a transition period to be specified by Ericsson.

18.      ASSIGNMENT. Manufacturer shall not assign or subcontract this Agreement
         or any of its duties or obligations hereunder without the prior written
         consent of Ericsson. Subject to the provisions in the

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         preceding sentence, this Agreement shall be binding upon the heirs,
         successors, and assigns of the parties.

 19.     FORCE MAJEURE. Either party shall be excused from performance hereunder
         caused by reasons beyond such party's reasonable control, provided such
         party immediately notifies the other of the reason for the delay and
         the anticipated effect. Performance shall be delayed no longer than the
         period of force majeure.

 20.     TERMINATION. Either party may terminate this Agreement immediately upon
         notice to the other party if such party becomes insolvent, any
         proceeding under the bankruptcy or insolvency laws is brought by or
         against such party or a receiver to trustee is appointed for such
         party.

 21.     Notice. Any notices pursuant to this Agreement shall be in writing and
         shall be sent to the parties at the following address or at such other
         addresses as shall be specified by the parties by like notice:

         If to Manufacture:                 If to Ericsson:

         Xetel Corporation                  Ericsson Inc.
         310 Regal Row                      701 N. Glenville Road
         Dallas, Texas 75247                Richardson, Texas 75081
         Attention: General Manager         Attention: Procurement Mgr.,
                                            Components Div.
         Fax:                               Fax: (972) 583-7999
             ----------------------

                                            With a copy to:

                                            Ericsson Inc.
                                            1010 East Arapaho Road
                                            Richardson, Texas 75081
                                            Attention: Legal Department
                                            Fax: (972) 583-7864

         Such notices or other communications shall be deemed to have been duly
         given and received (i) on the day of sending if sent by personal
         delivery, cable, telegram, facsimile transmission or telex, (ii) on the
         next business day after the day of sending if sent by Federal Express
         or other similar express delivery service, or (iii) on the fifth
         calendar day after the day of sending if sent by registered or
         certified mail (return receipt requested).

 22.     Disputes. Any disputes arising under or relating to this Agreement
         shall be resolved in accordance with the Commercial Arbitration Rules
         of the American Arbitration Association. Arbitration shall be held in
         Dallas, Texas, or such other place as the parties may agree and shall
         include an award of attorneys' fees (and the amount of such fees) to
         the prevailing party. The arbitrator's award shall be final and
         binding, and judgement thereon may be entered in any court having
         jurisdiction over the party against which enforcement is sought.

 23.     Enforcement. In addition to any rights or remedies available at law or
         in equity for breach of this Agreement, the non-breaching party will
         be entitled to enforcement of the other's obligations by injunction.

24.      Limitation of Liability. In no event shall either party be liable for
         any special, incidental, indirect or consequential damages, including,
         without limitation, loss of business or loss profit in connection with
         this Agreement, whether based on action or claim in contract, equity,
         negligence, intended conduct, tort or otherwise, even if such damages
         are foreseeable. The provisions of this Section will survive the
         expiration or termination of this Agreement or any Statement of Work
         for any reason.

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25.      Media Releases. All media releases, public announcements and public
         disclosures by either party relating to this Agreement or any Statement
         of Work or the subject matter of this Agreement or any Statement of
         Work, including, without limitation, promotional or marketing material
         but not including any announcement intended solely for internal
         distribution or any disclosure required by legal, accounting or
         regulatory requirements beyond the reasonable control of the party,
         will be coordinated with and subject to the final approval by both
         parties prior to release.

26.      Relationship. The relationship between Ericsson and Manufacturer is
         that of independent Manufacturer. This Agreement does not create any
         employer-employee, agency, joint venture, or partnership relationship
         between Ericsson and Manufacturer. Manufacturer shall exercise control
         over the means and manner of the performance of services pursuant to
         this Agreement. No employee, agent, or assistant of Manufacturer, or
         other person participating on Manufacturer's behalf, shall be
         considered an employee of Ericsson or entitled to any employment fringe
         benefits of Ericsson.

27.      Miscellaneous. This Agreement shall be governed by the laws of the
         State of Texas, other than the choice of law rules. The provisions of
         this Agreement shall be severable, and if any provisions shall be held
         unenforceable the remaining provisions shall remain in full force and
         effect. Expiration or termination of this Agreement for any reason
         shall not release either party from any liability or obligation set
         forth in this Agreement which (i) the parties have expressly agreed
         will survive any such expiration or termination, or (ii) remain to be
         performed or by their nature would be intended to be applicable
         following such expiration or termination. This Agreement and each
         Statement of Work executed by both parties constitute the entire
         agreement between Manufacturer and Ericsson with respect to the subject
         matter hereof, and there are no understandings or agreements relative
         hereto that are not fully expressed herein. No change, waiver or
         discharge will be valid unless in writing signed by an authorized
         representative of the party against whom such change, waiver or
         discharge is sought to be enforced. Each party, by executing this
         Agreement, represents and warrants that all necessary corporate or
         other authority to execute the Agreement has been obtained and that the
         person signing the Agreement is authorized to do so and thereby bind
         that party.

IN WITNESS WHEREOF, the parties to this Agreement have caused their authorized
representatives to execute this Agreement as of the Effective Date.

ERICSSON INC.                                XETEL CORPORATION


By: /s/ [ILLEGIBLE]                          By: /s/ DAVID BIBEAU
    ----------------------------                 ----------------------------
Name:   [ILLEGIBLE]                          Name:   David Bibeau
      --------------------------                   --------------------------
Title:  V.P., Energy Systems                 Title:  General Manager
       -------------------------                    -------------------------

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