EXHIBIT 10.15a







                       PURCHASE AND SALE AGREEMENT


                                 among


                         SOLECTRON CORPORATION,
                 as Originator, Servicer and Guarantor,


                    SOLECTRON CALIFORNIA CORPORATION,
                              as Originator,


                                 and


                     SOLECTRON FUNDING CORPORATION,
                        as the Initial Purchaser





                     Dated as of September 17, 1997







<PAGE>
                            TABLE OF CONTENTS

                                                                  PAGE

ARTICLE I     AMOUNTS AND TERMS OF THE PURCHASES

SECTION 1.1   Agreement to Purchase and Sell                       -1-
SECTION 1.2   Timing of Purchases                                  -2-
SECTION 1.3   Calculation of Purchase Price                        -2-
SECTION 1.4   Definitions and Calculations Related to Purchase 
              Discount                                             -3-
SECTION 1.5   Purchase Price Payments                              -5-
SECTION 1.6   The Initial Purchaser Notes                          -5-
SECTION 1.7   Deemed Collections, Etc.                             -5-
SECTION 1.8   No Recourse                                          -6-
SECTION 1.9   True Sales                                           -6-
SECTION 1.10  Payments and Computations, Etc                       -7-

ARTICLE II    CONDITIONS TO PURCHASES; REPRESENTATIONS AND WARRANTIES; 
              COVENANTS; PURCHASE AND SALE TERMINATION EVENTS

SECTION 2.1   Conditions to Purchases                              -8-
SECTION 2.2   Representations and Warranties; Covenants            -8-
SECTION 2.3   Purchase and Sale Termination Events                 -8-

ARTICLE III   INDEMNIFICATION

SECTION 3.1   Indemnities by each Originator                       -9-
SECTION 3.2   Contribution                                        -10-

ARTICLE IV    ADMINISTRATION AND COLLECTIONS; ADDITIONAL RIGHTS AND 
              OBLIGATIONS IN RESPECT OF THE RECEIVABLES

SECTION 4.1   Servicing of Receivables and Related Assets         -11-
SECTION 4.2   Rights of the Initial Purchaser; Enforcement Rights	-11-
SECTION 4.3   Responsibilities of each Originator                 -12-
SECTION 4.4   Further Action Evidencing Purchases                 -13-

ARTICLE V     MISCELLANEOUS

SECTION 5.1   Amendments, Etc.                                   -14-
SECTION 5.2   Notices, Etc.                                      -14-
SECTION 5.3   Acknowledgment and Consent                         -14-
SECTION 5.4   Binding Effect; Assignability                      -15-
SECTION 5.5   Costs, Expenses and Taxes                          -15-
SECTION 5.6   No Proceedings; Limitation on Payments             -16-
SECTION 5.7   GOVERNING LAW AND JURISDICTION                     -16-
SECTION 5.8   Execution in Counterparts                          -17-
SECTION 5.9   Survival of Termination                            -17-
SECTION 5.10  WAIVER OF JURY TRIAL                               -17-
SECTION 5.11  Entire Agreement                                   -18-
SECTION 5.12  Headings                                           -18-

ARTICLE VI    GUARANTEE

SECTION 6.1   Guarantee                                          -18-
SECTION 6.2   Representation and Warranty                        -20-
SECTION 6.3   Subrogation                                        -20-
 

EXHIBIT I     CONDITIONS OF PURCHASES

EXHIBIT II    REPRESENTATIONS AND WARRANTIES

EXHIBIT III	  COVENANTS

EXHIBIT IV    PURCHASE AND SALE TERMINATION EVENTS


ANNEX A       FORM OF INITIAL PURCHASER NOTE



<PAGE>
                       PURCHASE AND SALE AGREEMENT


This PURCHASE AND SALE AGREEMENT (this "AGREEMENT") is entered into as 
of September 17, 1997 among SOLECTRON CORPORATION, a Delaware 
corporation ("SOLECTRON"), as Servicer (in such capacity, the 
"SERVICER"), as an Originator (in such capacity, an "ORIGINATOR") and as 
Guarantor (in such capacity, the "GUARANTOR"), SOLECTRON CALIFORNIA 
CORPORATION, a California corporation, as an Originator (in such 
capacity, an "ORIGINATOR") and SOLECTRON FUNDING CORPORATION, a Delaware 
corporation, as Initial Purchaser (the "INITIAL PURCHASER"). 

                         PRELIMINARY STATEMENTS

   A.  Unless otherwise defined herein or the context otherwise 
requires, certain terms that are used throughout this Agreement 
(including the Exhibits hereto) are defined in Exhibit I to the 
Receivables Purchase Agreement, dated of even date herewith, among the 
Initial Purchaser, Solectron, individually and as the Servicer, 
Receivables Capital Corporation, as Issuer, and Bank of America National 
Trust and Savings Association, as Administrator (as the same may be 
amended, amended and restated or otherwise modified from time to time, 
the "RECEIVABLES PURCHASE AGREEMENT").  Any reference to "this 
Agreement" or "the Purchase and Sale Agreement", including any such 
reference in any Exhibit hereto, shall mean this Agreement in its 
entirety, including the Exhibits and other attachments hereto, as 
amended, modified or supplemented from time to time in accordance with 
the terms hereof.

   B.  Each Originator wishes to sell Receivables that it now owns and 
from time to time hereafter will own to the Initial Purchaser, and the 
Initial Purchaser is willing, on the terms and subject to the conditions 
contained in this Agreement, to purchase such Receivables from the such 
Originator at such time.

   C.  The Initial Purchaser has entered into the Receivables Purchase 
Agreement, pursuant to which, among other things, the Initial Purchaser 
may sell to the Issuer undivided ownership interests in the Receivables 
and the other items specified in Section 1.2(c) of the Receivables 
Purchase Agreement.

In consideration of the mutual agreements, provisions and covenants 
contained herein, the parties hereto agree as follows:


                                ARTICLE I

                   AMOUNTS AND TERMS OF THE PURCHASES

SECTION 1.1.  AGREEMENT TO PURCHASE AND SELL.  On the terms and 
conditions hereinafter set forth, the each Originator agrees to sell to 
the Initial Purchaser, and the Initial Purchaser agrees to purchase from 
such Originator, at the times set forth in SECTION 1.2, but prior to the 
Purchase and Sale Termination Date, all of such Originator's right, 
title, and interest in, to and under (a) all Receivables of such 
Originator, (b) all Related Security with respect to such Receivables, 
and (c) all Collections with respect to, and other proceeds of, such 
Receivables and Related Security.  The items listed in CLAUSES (b) and 
(c) of the preceding sentence in relation to any Receivables are herein 
collectively called the "RELATED ASSETS" or, with respect to any such 
Receivable, the "RELATED ASSET".

SECTION 1.2.  TIMING OF PURCHASES

   (a)  INITIAL PURCHASE.  All of the Receivables and the Related Assets 
of each Originator that exist at the opening of such Originator's 
business on the date of the initial purchase by the Issuer under 
Section 1.2 of the Receivables Purchase Agreement (the "Initial Purchase 
Date") (other than, in the case of Solectron California Corporation, 
Receivables contributed to the Initial Purchaser pursuant to the 
Subscription Agreement) shall be deemed to have been sold to the Initial 
Purchaser on such date without any formal or other instrument of 
assignment and without further action by any Person.

   (b)  REGULAR PURCHASES.  After the date of the initial purchase 
hereunder until the Purchase and Sale Termination Date, each Receivable 
and Related Asset of each Originator shall be deemed to have been sold 
to the Initial Purchaser pursuant hereto immediately (and without any 
formal or other instrument of assignment and without further action by 
any Person) upon the creation of such Receivable.

   (c)  LOCK-BOX ACCOUNTS.  Effective as of the Initial Purchase Date, 
each Originator hereby sells to the Initial Purchaser, and the Initial 
Purchaser hereby purchases from such Originator, all of such 
Originator's right, title and interest in the Lock-Box Accounts and any 
related deposit accounts and post office boxes, all monies, instruments, 
and other property from time to time held or on deposit therein, all 
certificates and instruments, if any, from time to time evidencing such 
Lock-Box Accounts, related deposit accounts and post office boxes and 
all related agreements between such Originator and the applicable Lock-
Box Banks.

SECTION 1.3.  CALCULATION OF PURCHASE PRICE.  As soon as available and 
in any event not later than the tenth calendar day of each month or, if 
such day is not a Business Day, the first Business Day thereafter, the 
Servicer shall deliver to the Initial Purchaser, the Administrator and 
each Originator a Seller Report with respect to the Initial Purchaser's 
purchases of Receivables and Related Assets from such Originator during 
the immediately preceding Purchase Period.  "PURCHASE PERIOD" means, 
with respect to any Month-End Date, the calendar month ending on such 
Month-End Date.  "PAYMENT DATE" means the third Business Day following 
the day upon which the Seller Report was delivered by the Servicer as 
provided in this SECTION 1.3.  The "PURCHASE PRICE" to be paid to such 
Originator on each Payment Date for the Receivables and Related Assets 
sold by such Originator pursuant to SECTION 1.2 during the Purchase 
Period immediately preceding such Payment Date shall be set forth in the 
relevant Seller Report and shall be determined in accordance with the 
following formula:

     PP = AOB - PD

     where:

     PP = the Purchase Price to be paid to such Originator on the 
relevant Payment Date;

     AOB = the aggregate Outstanding Balance of the Receivables that 
were purchased from such Originator during the Purchase Period 
immediately preceding such Payment Date.  (For purposes of this 
calculation, the Outstanding Balance of a Receivable shall be measured 
only at the time of such Receivable's creation and sale to the Initial 
Purchaser.)

     PD = the Purchase Discount as measured on such Payment Date 
pursuant to SECTION 1.4. 

SECTION 1.4.  DEFINITIONS AND CALCULATIONS RELATED TO PURCHASE DISCOUNT 

   (a)  PURCHASE DISCOUNT.  "PURCHASE DISCOUNT" for the Receivables and 
Related Assets that were purchased from each Originator during the 
Purchase Period immediately preceding a Payment Date shall be determined 
in accordance with the following formula:

     PD = AOB x (LD + FD)

     where:

     PD = the Purchase Discount as measured on such Payment Date;

     AOB, in respect of such Originator, has the meaning set forth in 
SECTION 1.3;	

     LD = the Loss Discount as measured on such Payment Date, as 
determined pursuant to PARAGRAPH (b) below; and

     FD = the Funding Discount as measured on such Payment Date, as 
determined pursuant to PARAGRAPH (c) below. 

   (b)  LOSS DISCOUNT.  "LOSS DISCOUNT" in effect for any day with 
respect to an Originator shall mean the lesser of (i) fifteen percent 
(15%) and (ii) the result, expressed as a percentage, calculated as of 
the most recent Month-End Date, of the quotient of (a) the aggregate 
Outstanding Amount of Receivables originated by such Originator that 
became Defaulted Receivables during the Purchase Period ending on such 
Month-End Date DIVIDED BY (b) the aggregate Outstanding Balance of 
Receivables that were originated by such Originator during the Purchase 
Period that occurred six calendar months prior to the Purchase Period 
ending on such Month-End Date.

   (c)  FUNDING DISCOUNT.  "FUNDING DISCOUNT" with respect to an 
Originator, as measured on any Payment Date, means a percentage 
determined in accordance with the following formula:

     FD = (AM/360) x FR

     where:

     FD = the Funding Discount as measured on such Payment Date;

     AM = the Average Maturity of the Receivables as of the most recent 
Month End Date; and

     FR = the Funding Rate as measured on such Payment Date, as 
determined pursuant to PARAGRAPH (d) below.

   (d)  FUNDING RATE.  "FUNDING RATE" as measured on any Payment Date 
means a per annum percentage rate determined in accordance with the 
following formula:

     FR = 0.02% + DRP + SFP + EXP

     where:

     FR = the Funding Rate as measured on such Payment Date;

     DRP = the "DISCOUNT RATE PERCENTAGE", which shall be equal to a 
fraction (expressed as a percentage) (x) the NUMERATOR of which is the 
SUM of the PRODUCTS obtained by MULTIPLYING (A) each CP Rate or 
Alternate Rate applicable to each Portion of Capital outstanding as of 
the first day of the Purchase Period ending on the Month-End Date 
immediately preceding such Payment Date, TIMES (B) the amount of the 
Portion of Capital to which such CP Rate or Alternate Rate applied on 
such first day, and (y) the DENOMINATOR of which is the aggregate 
outstanding amount of Capital on such first day; 

     SFP = the "SERVICER'S FEE PERCENTAGE", which shall be equal to the 
per annum percentage rate contemplated by the definition of Servicing 
Fee; and

     EXP = the amount, expressed as a per annum percentage rate, of any 
fees, costs and expenses incurred by the Initial Purchaser during the 
Purchase Period preceding such Payment Date (and not accounted for in 
the Discount Rate Percentage), including without limitation reserve 
costs, tax payments and indemnity obligations of the Initial Purchaser 
for which the Initial Purchaser is not indemnified pursuant to this 
Agreement; PROVIDED, HOWEVER, that, for purposes of minimizing 
fluctuations in the rate calculated as the Funding Rate, the Servicer 
may allocate and spread any unscheduled or unaccruable costs and 
expenses of the Initial Purchaser over several Payment Dates at the 
Servicer's reasonable discretion, subject to the requirement that such 
allocation be reasonably calculated to allow the Initial Purchaser to 
recover such costs and expenses over a reasonable period of time.

SECTION 1.5.  PURCHASE PRICE PAYMENTS.  On each Payment Date falling 
after the date of the initial purchase pursuant to SECTION 1.2, on the 
terms and subject to the conditions of this Agreement, the Initial 
Purchaser shall pay to each Originator the Purchase Price for the 
Receivables and Related Assets purchased from such Originator during the 
immediately preceding Purchase Period as follows:  

       (i)  FIRST, by making a cash payment to or at the direction of 
such Originator to the extent that the Initial Purchaser has cash 
available to make such payment subject to the terms of clause (m) of 
Exhibit IV to the Receivables Purchase Agreement; and

      (ii)  SECOND, to the extent any portion of the Purchase Price 
remains unpaid, the principal amount outstanding under the Initial 
Purchaser Note issued to such Originator automatically shall be 
increased in an amount equal to such remaining Purchase Price.

SECTION 1.6.  THE INITIAL PURCHASER NOTES

   (a)  On or prior to the date hereof, the Initial Purchaser shall 
deliver to each Originator a promissory note in the form of ANNEX A to 
this Agreement payable to the order of such Originator (each such 
promissory note, as it may be amended, amended and restated, endorsed or 
otherwise modified from time to time, together with any promissory notes 
issued from time to time in substitution therefor or renewal thereof in 
accordance with the Transaction Documents, being called the "INITIAL 
PURCHASER NOTE").  The obligations of the Initial Purchaser to each 
Originator under the related Initial Purchaser Note shall be 
subordinated in accordance with the terms of such Initial Purchaser 
Note.

   (b)  The Servicer shall hold the Initial Purchaser Notes for the 
benefit of the Originators, and shall make all appropriate record-
keeping entries with respect to the Initial Purchaser Notes or otherwise 
to reflect the payments on and adjustments of such Initial Purchaser 
Notes.  The Servicer's books and records shall constitute rebuttable 
presumptive evidence of the principal amount of and accrued interest on 
the Initial Purchaser Notes at any time.  By its execution of this 
Agreement, the Servicer acknowledges receipt of the Initial Purchaser 
Notes relating to the Originators.  Each Originator hereby irrevocably 
authorizes the Servicer to mark its Initial Purchaser Note "CANCELLED" 
and to return such Initial Purchaser Note to the Initial Purchaser upon 
the full and final payment thereof after the Purchase and Sale 
Termination Date.

SECTION I.7.  DEEMED COLLECTIONS, ETC. On and after the Initial Purchase 
Date:  

   (a)  if on any day the Outstanding Balance of any Receivable is 
reduced or adjusted as a result of any defective, rejected, returned, 
repossessed, goods or services, or any discount or other adjustment made 
by an Originator, or any setoff or dispute between such Originator and 
an Obligor, such Originator shall be deemed to have received on such day 
a Collection of such Receivable in an amount equal to the amount of such 
reduction or adjustment and shall deliver to the Servicer for 
application in accordance with Section 1.4(b) of the Receivables 
Purchase Agreement in same day funds an amount equal to the amount of 
such reduction or adjustment;

   (b)  if on any day any of the representations or warranties in 
PARAGRAPH (h) of EXHIBIT II hereto is not true with respect to any 
Receivable, the applicable Originator shall be deemed to have received 
on such day a Collection of such Receivable in an amount equal to the 
Outstanding Balance of such Receivable and shall deliver to the Servicer 
in same day funds an amount equal to the Outstanding Balance of such 
Receivable for application in accordance with Section 1.4(b) of the 
Receivables Purchase Agreement;

   (c)  except as provided in PARAGRAPH (a) or (b) of this Section, or 
as otherwise required by applicable law or the relevant Contract, all 
Collections received from an Obligor of any Receivables originated by an 
Originator shall be applied to such Receivables of such Obligor in the 
order of the age of such Receivables, starting with the oldest such 
Receivable, unless such Obligor designates in writing its payment for 
application to specific Receivables; and 

   (d)  if and to the extent the Initial Purchaser shall be required for 
any reason to pay over to an Obligor (or any trustee, receiver, 
custodian or similar official in any Insolvency Proceeding) any amount 
received by it hereunder, such amount shall be deemed not to have been 
so received but rather to have been retained by the applicable 
Originator and, accordingly, the Initial Purchaser shall have a claim 
against such Originator for such amount, payable immediately.

SECTION 1.8.  NO RECOURSE.  Except as specifically provided in this 
Agreement, the purchase and sale of Receivables and Related Assets under 
this Agreement shall be without recourse to the Originators; PROVIDED 
that each Originator shall be liable to the Initial Purchaser for all 
representations, warranties, covenants and indemnities made by such 
Originator pursuant to the terms of this Agreement, it being understood 
that, under the terms of this Agreement, such obligations of such 
Originator will not arise on account of the failure of the Obligor for 
credit reasons to make any payment in respect of a Receivable.

SECTION 1.9.  TRUE SALES.  

   (a)  Each Originator and the Initial Purchaser intend the 
transactions hereunder to constitute true sales (or where the 
Subscription Agreement applies, true conveyances in the form of capital 
contributions) of Receivables, Related Assets and the Lock-Box Accounts 
(and the other items described in SECTION 1.2(c)) by such Originator to 
the Initial Purchaser providing the Initial Purchaser with the full 
benefits of ownership thereof, and no party hereto intends the 
transactions contemplated hereunder to be, or for any purpose to be 
characterized as, a loan from the Initial Purchaser to the Originators.

   (b)  In the event (but only to the extent) that the conveyance of 
Receivables and Related Assets hereunder is characterized by a court or 
other Governmental Authority as a loan rather than a sale, each 
Originator shall be deemed hereunder to have granted to the Initial 
Purchaser, and such Originator hereby grants to the Initial Purchaser, a 
security interest in all of such Originator's right, title and interest 
in, to and under all of the following, whether now or hereafter owned, 
existing or arising:  (A) all Receivables of such Originator, (B) all 
Related Security with respect to each such Receivable, (C) all 
Collections with respect to each such Receivable, (D) the Lock-Box 
Accounts, all amounts on deposit therein, all certificates and 
instruments, if any, from time to time evidencing such Lock-Box Accounts 
and amounts on deposit therein, and all related agreements between such 
Originator and the Lock-Box Banks, and (E) all proceeds of, and all 
amounts received or receivable under any or all of, the foregoing.  Such 
security interest shall secure all of such Originator's obligations 
(monetary or otherwise) under this Agreement and the other Transaction 
Documents to which it is a party, whether now or hereafter existing or 
arising, due or to become due, direct or indirect, absolute or 
contingent.  In the event (but only to the extent) that the conveyance 
of Receivables and Related Assets hereunder is characterized by a court 
or other Governmental Authority as a loan rather than a sale, the 
Initial Purchaser shall have, with respect to the property described in 
this SECTION 1.9(b), and in addition to all the other rights and 
remedies available to the Initial Purchaser under this Agreement and 
applicable law, any additional rights and remedies of a secured party 
specified under any applicable UCC, and this Agreement shall constitute 
a security agreement under applicable law.

SECTION 1.10.  PAYMENTS AND COMPUTATIONS, ETC. 

   (a)  All amounts to be paid or deposited by each Originator or the 
Servicer hereunder shall be paid or deposited no later than 12:00 noon 
(New York City time) on the day when due in same day funds in United 
States dollars.  All amounts received after 12:00 noon (New York City 
time) will be deemed to have been received on the immediately succeeding 
Business Day.

   (b)  Each Originator shall, to the extent permitted by law, pay 
interest on any amount not paid or deposited by such Originator when due 
hereunder, at an interest rate per annum equal to 2.0% per annum above 
the Base Rate, payable on demand.

   (c)  All computations of interest under SECTION 1.10(b) and all 
computations of the Purchase Price, fees, and other amounts hereunder 
shall be made on the basis of a 360-day year and actual days elapsed.  
Whenever any payment or deposit to be made hereunder shall be due on a 
day other than a Business Day, such payment or deposit shall be made on 
the next succeeding Business Day and such extension of time shall be 
included in the computation of such payment or deposit.


                               ARTICLE II

CONDITIONS TO PURCHASES; REPRESENTATIONS AND WARRANTIES; COVENANTS;   
                  PURCHASE AND SALE TERMINATION EVENTS

SECTION 2.1.  CONDITIONS TO PURCHASES.  The obligation of the Initial 
Purchaser to make any purchase of Receivables and Related Assets 
hereunder is subject to satisfaction of the conditions to purchase set 
forth in EXHIBIT I hereto.

SECTION 2.2.  REPRESENTATIONS AND WARRANTIES; COVENANTS.  Each 
Originator hereby makes the representations and warranties set forth in 
Exhibit II, and hereby agrees to perform and observe the covenants set 
forth in EXHIBIT III hereto.

SECTION 2.3.  PURCHASE AND SALE TERMINATION EVENTS.  If any Purchase and 
Sale Termination Event shall occur, the Initial Purchaser may, with the 
prior written consent of the Administrator, by notice to each Originator 
(with a copy to the Administrator), declare the Purchase and Sale 
Termination Date to have occurred; PROVIDED that automatically upon the 
occurrence of an event (without any requirement for the passage of time 
or the giving of notice) described in CLAUSE (f) of EXHIBIT IV hereto 
the Purchase and Sale Termination Date shall occur.  

The agreement of each Originator to sell Receivables and Related Assets 
hereunder, and the agreement of the Initial Purchaser to purchase 
Receivables and Related Assets from such Originator hereunder, shall 
terminate automatically on the earlier to occur of (i) the Purchase and 
Sale Termination Date and (ii) the Facility Termination Date; provided 
that in the event that any such Purchase and Sale Termination Date shall 
cease to exist, such agreements of the Originators and Initial Purchaser 
shall be automatically reinstated as though such Purchase and Sale 
Termination Date had never occurred.  Notwithstanding the occurrence of 
the Purchase and Sale Termination Date, all obligations of each 
Originator under the Transaction Documents that shall have arisen prior 
to the Purchase and Sale Termination Date shall survive until each such 
obligation has been finally and fully paid and performed by such 
Originator.

Upon the occurrence of a Purchase and Sale Termination Event, the 
Initial Purchaser shall have, in addition to all other rights and 
remedies under this Agreement or otherwise, all other rights and 
remedies provided under the UCC of each applicable jurisdiction and 
other applicable laws, which rights and remedies shall be cumulative.  
Without limiting the foregoing, the occurrence of a Purchase and Sale 
Termination Event hereunder shall not deny to the Initial Purchaser any 
remedy to which the Initial Purchaser may be otherwise appropriately 
entitled, whether by statute or applicable law, at law or in equity.


                               ARTICLE III

                             INDEMNIFICATION

SECTION 3.1.  INDEMNITIES BY EACH ORIGINATOR.  Without limiting any 
other rights which the Initial Purchaser or any Indemnified Party may 
have hereunder or under applicable law, each Originator hereby agrees to 
indemnify the Initial Purchaser and each Indemnified Party from and 
against any and all Indemnified Amounts arising out of or resulting from 
this Agreement (whether directly or indirectly) or the use of proceeds 
of purchases or the ownership of any Receivable or Related Asset, 
excluding, however, (a) Indemnified Amounts to the extent resulting from 
gross negligence or willful misconduct on the part of the Initial 
Purchaser or such Indemnified Party, (b) recourse (except as otherwise 
specifically provided in this Agreement) for uncollectible Receivables 
or (c) any overall net income taxes or franchise taxes imposed on the 
Initial Purchaser or such Indemnified Party by the jurisdiction under 
the laws of which such Indemnified Party is organized or any political 
subdivision thereof.  Without limiting or being limited by the 
foregoing, but subject to the exclusions set forth in the preceding 
sentence, each Originator shall pay on demand to the Initial Purchaser 
and each Indemnified Party any and all amounts necessary to indemnify 
the Initial Purchaser and such Indemnified Party from and against any 
and all Indemnified Amounts relating to or resulting from any of the 
following:

       (i)  the failure of any information provided by such Originator 
to the Initial Purchaser, the Issuer, the Administrator or the Servicer 
with respect to Receivables or this Agreement to be true and correct;

      (ii)  the failure of any representation or warranty or statement 
made or deemed made by such Originator under or in connection with this 
Agreement to have been true and correct in all respects when made;

     (iii)  the failure by such Originator to comply with any applicable 
law, rule or regulation with respect to any Receivable or any Related 
Asset; or the failure of any Receivable or Related Asset to conform to 
any such applicable law, rule or regulation;

      (iv)  the failure to vest in the Initial Purchaser a valid and 
enforceable (A) perfected ownership interest in each Receivable 
originated by such Originator at any time existing and the Related 
Assets with respect thereto and in the items covered by SECTION 1.2(c) 
and (B) a first priority perfected security interest in the items 
described in SECTION 1.9(b) to the extent SECTION 1.9(b) is applicable, 
in each case free and clear of any Adverse Claim;

       (v)  the failure to have filed, or any delay in filing, financing 
statements or other similar instruments or documents under the UCC of 
any applicable jurisdiction or other applicable laws with respect to any 
Receivables originated by such Originator and the Related Assets in 
respect thereof, whether at the time of any purchase or at any 
subsequent time;

      (vi)  any dispute, claim, offset, billing adjustment or defense 
(other than discharge in bankruptcy of the Obligor) of the Obligor to 
the payment of any Receivable originated by such Originator (including, 
without limitation, a defense based on such Receivable or the related 
Contract not being a legal, valid and binding obligation of such Obligor 
enforceable against it in accordance with its terms), or any other claim 
resulting from the sale of the goods or services related to such 
Receivable or the furnishing or failure to furnish such goods or 
services or relating to collection activities with respect to such 
Receivable (if such collection activities were performed by such 
Originator, or any of its Affiliates, acting as Servicer or by any agent 
or independent contractor retained by such Originator or any of its 
Affiliates);

     (vii)  any failure of such Originator to perform its duties or 
obligations in accordance with the provisions hereof or to perform its 
duties or obligations under the Contracts;

    (viii)  any breach of warranty, products liability or other claim, 
investigation, litigation or proceeding arising out of or in connection 
with merchandise, insurance or services which are the subject of any 
Contract relating to a Receivable originated by such Originator;

      (ix)  the commingling by any Solectron Party of any portion of 
Collections of Receivables at any time with other funds;

       (x)  any investigation, litigation or proceeding related to this 
Agreement or the use of proceeds of purchases or the ownership of any 
Receivable or Related Asset;

     (xi)  any requirement that all or a portion of the payments or 
distributions made to the Initial Purchaser pursuant to this Agreement 
shall be rescinded or otherwise must be returned to such Originator for 
any reason; or

     (xii)  the breach of any covenant or any representation and 
warranty made by Solectron in the Solectron Credit Agreement.

For purposes of this Article III, in determining whether any 
representation or warranty or information was true and correct, any 
qualification or limitation in such representation and warranty or 
information as to materiality, material adverse effect, knowledge or 
limitation on enforcement shall be disregarded.

SECTION 3.2.  CONTRIBUTION.  If for any reason the indemnification 
provided above in this ARTICLE III (and subject to the exceptions set 
forth therein) is unavailable to the Initial Purchaser or an Indemnified 
Party or is insufficient to hold the Initial Purchaser or an Indemnified 
Party harmless, then each Originator shall contribute to the maximum 
amount of Indemnified Amount payable or paid by the Initial Purchaser or 
such Indemnified Party in such proportion as is appropriate to reflect 
not only the relative benefits received by the Initial Purchaser or such 
Indemnified Party on the one hand and such Originator on the other hand, 
but also the relative fault of such Indemnified Party (if any) and such 
Originator and any other relevant equitable considerations.


                               ARTICLE IV

           ADMINISTRATION AND COLLECTIONS; ADDITIONAL RIGHTS
             AND OBLIGATIONS IN RESPECT OF THE RECEIVABLES

SECTION 4.1.  SERVICING OF RECEIVABLES AND RELATED ASSETS.  Consistent 
with the Initial Purchaser's ownership of the Receivables and the 
Related Assets, the Initial Purchaser shall have the sole right to 
service, administer and collect the Receivables, to assign such right 
and to delegate such right to others.  In consideration of the Initial 
Purchaser's purchase of the Receivables and the Related Assets, each 
Originator agrees to cooperate fully with the Initial Purchaser to 
facilitate the full and proper performance of such servicing, 
administering and collecting for the benefit of the Initial Purchaser, 
the Issuer and the Administrator.  To the extent that the Initial 
Purchaser, individually or through the Servicer, has granted or grants 
powers of attorney to the Administrator under the Receivables Purchase 
Agreement, each Originator hereby grants a corresponding power of 
attorney on the same terms to the Initial Purchaser.  Each Originator 
hereby acknowledges and agrees that the Initial Purchaser, in all of its 
capacities, shall assign to the Administrator for the benefit of the 
Issuer and the Administrator such powers of attorney and other rights 
and interests granted by such Originator to the Initial Purchaser 
hereunder, and agrees to cooperate fully with the Administrator in the 
exercise of such rights.

SECTION 4.2.  RIGHTS OF THE INITIAL PURCHASER; ENFORCEMENT RIGHTS.

   (a)  The Initial Purchaser shall have no obligation to account for, 
to replace, to substitute or to return any Receivables or Related Assets 
to any Originator.  Without limiting the foregoing, the Initial 
Purchaser shall have no obligation to account for, or to return to any 
Originator, Collections, or any interest or other finance charge 
collected pursuant thereto, without regard to whether such Collections 
and charges are in excess of the Purchase Price for such Receivables and 
Related Assets.

   (b)  The Initial Purchaser shall have the unrestricted right to 
further assign, transfer, deliver, hypothecate, subdivide or otherwise 
deal with the Receivables and Related Assets (and other items covered by 
Section 1.2(c)), and all of the Initial Purchaser's right, title and 
interest in, to and under this Agreement, on whatever terms the Initial 
Purchaser shall determine, pursuant to the Receivables Purchase 
Agreement or otherwise.

   (c)  The Initial Purchaser shall have the sole right to retain any 
gains or profits created by buying, selling or holding the Receivables 
and Related Assets and shall have the sole risk of and responsibility 
for losses or damages created by such buying, selling or holding, it 
being understood that this Section shall not limit the Initial 
Purchaser's rights and remedies pursuant to Article III or other 
provisions of this Agreement or pursuant to applicable law.

   (d)  At any time following the designation of a Servicer (other than 
Solectron) pursuant to Section 4.1 of the Receivables Purchase 
Agreement:

       (i)  the Administrator may direct the Obligors that payment of 
all amounts payable under any Pool Receivable be made directly to the 
Administrator or its designee;

      (ii)  the Administrator may instruct any Originator to give notice 
of the Initial Purchaser's or the Issuer's interest in Receivables to 
each Obligor, which notice shall direct that payments be made directly 
to the Administrator or its designee, and upon such instruction from the 
Administrator such Originator shall give such notice at the expense of 
such Originator; provided, that if such Originator fails to so notify 
each Obligor, the Administrator may so notify the Obligors; and

     (iii)  the Administrator may request such Originator to, and upon 
such request such Originator shall, (A) assemble all of the records 
necessary or desirable to collect the Receivables and the Related 
Assets, and transfer or license the use of, to the new Servicer, all 
software necessary or desirable to collect the Receivables and the 
Related Assets, and make the same available to the Administrator or its 
designee at a place selected by the Administrator, and (B) segregate all 
cash, checks and other instruments received by it from time to time 
constituting Collections with respect to the Receivables in a manner 
acceptable to the Administrator and, promptly upon receipt, remit all 
such cash, checks and instruments, duly endorsed or with duly executed 
instruments of transfer, to the Administrator or its designee.

   (e)  Each Originator hereby authorizes the Initial Purchaser, and 
irrevocably appoints the Initial Purchaser as its attorney-in-fact with 
full power of substitution and with full authority in the place and 
stead of such Originator, which appointment is coupled with an interest, 
to take any and all steps in the name of such Originator and on behalf 
of such Originator necessary or desirable, in the determination of such 
Originator, to collect any and all amounts or portions thereof due under 
any and all Receivables originated by such Originator or Related Assets, 
including, without limitation, endorsing the name of such Originator on 
checks and other instruments representing Collections and enforcing such 
Receivables and Related Assets.  Notwithstanding anything to the 
contrary contained in this SUBSECTION (e), none of the powers conferred 
upon such attorney-in-fact pursuant to the immediately preceding 
sentence shall subject such attorney-in-fact to any liability if any 
action taken by it shall prove to be inadequate or invalid, nor shall 
they confer any obligations upon such attorney-in-fact in any manner 
whatsoever.

SECTION 4.3.  RESPONSIBILITIES OF EACH ORIGINATOR.  On and after the 
Initial Purchase Date, anything herein to the contrary notwithstanding:

   (a)  Each Originator agrees to deliver any Collections that it 
receives, in the form so received, to Lock-Box Accounts in accordance 
with clause (j) of Exhibit III and agrees that all such Collections 
shall be deemed to be received in trust for the Initial Purchaser and 
shall be maintained and segregated separate and apart from all other 
funds and moneys of such Originator until such delivery; and

   (b)  Each Originator shall (i) perform all of its obligations 
hereunder and under the Contracts related to the Receivables and Related 
Assets (and under its agreements with the Lock-Box Banks) to the same 
extent as if the Receivables, Related Assets and Lock-Box Accounts (and 
the other items described in SECTION 1.2(c)) had not been sold 
hereunder, and the exercise by the Initial Purchaser or its designee or 
assignee of the Initial Purchaser's rights hereunder or in connection 
herewith shall not relieve such Originator from such obligations and 
(ii) pay when due any taxes, including, without limitation any sales 
taxes, payable in connection with the Receivables and their creation and 
satisfaction.  Notwithstanding anything to the contrary in this 
Agreement, the Initial Purchaser, the Administrator and the Issuer shall 
not have any obligation or liability with respect to any Receivable, 
Related Asset, or Lock-Box Account (or any other item described in 
SECTION 1.2(c)) nor shall any of them be obligated to perform any of the 
obligations of such Originator under any of the foregoing.

SECTION 4.4.  FURTHER ACTION EVIDENCING PURCHASES.  Each Originator 
agrees that from time to time, at its expense, it will promptly execute 
and deliver all further instruments, UCC financing statements and 
documents, and take all further action, reasonably requested by the 
Initial Purchaser or the Administrator in order to perfect, protect or 
more fully evidence the purchase of the Receivables and the Related 
Assets and Lock-Box Accounts (and the other items described in SECTION 
1.2(c)) by the Initial Purchaser hereunder, or to enable the Initial 
Purchaser or the Administrator, the Issuer or any other Indemnified 
Party to exercise or enforce any of its or their respective rights or 
remedies hereunder or under any other Transaction Document or Program 
Support Agreement; provided that the Originators shall not be required 
pursuant to this SECTION 4.4 to take any action that conflicts with any 
other provision of this Agreement or of the Receivables Purchase 
Agreement.  Without limiting the generality of the foregoing, upon the 
request of the Initial Purchaser or the Administrator, such Originator 
will:

   (a)  execute and file such UCC financing or continuation statements, 
or amendments thereto or assignments thereof, and such other instruments 
or notices, as the Initial Purchaser or the Administrator may reasonably 
determine to be necessary or appropriate; and

   (b)  legend the related Contracts, to reflect the sale of the 
Receivables and Related Assets pursuant to this Agreement and the 
Receivables Purchase Agreement.

Each Originator hereby authorizes the Initial Purchaser or its designee 
or assignee to file one or more UCC financing or continuation 
statements, and amendments thereto and assignments thereof, relative to 
all or any of the Receivables and Related Assets, in each case whether 
now existing or hereafter generated.  If any Originator fails to perform 
any of its agreements or obligations under this Agreement, the Initial 
Purchaser or its designee or assignee may (but shall not be required to) 
itself perform, or cause performance of, such agreement or obligation, 
and the reasonable expenses of the Initial Purchaser or its designee or 
assignee incurred in connection therewith shall be payable by such 
Originator under SECTION 5.5.


                                ARTICLE V

                              MISCELLANEOUS

SECTION 5.1.  AMENDMENTS, ETC.  No amendment or waiver of any provision 
of this Agreement or consent to any departure by an Originator or the 
Servicer therefrom shall be effective unless in a writing signed by the 
Administrator (and, in the case of an amendment, by the Administrator, 
such Originator and the Servicer), and any such waiver or consent shall 
be effective only in the specific instance and for the specific purpose 
for which given.  No failure on the part of the Initial Purchaser or 
Administrator to exercise, and no delay in exercising, any right 
hereunder shall operate as a waiver thereof; nor shall any single or 
partial exercise of any right hereunder preclude any other or further 
exercise thereof or the exercise of any other right.

SECTION 5.2.  NOTICES, ETC.  All notices and other communications 
hereunder shall, unless otherwise stated herein, be in writing (which 
shall include facsimile communication) and sent or delivered, to each 
party hereto, at its address set forth under its name on the signature 
pages hereof or at such other address as shall be designated by such 
party in a written notice to the other parties hereto.  Notices and 
communications by facsimile shall be effective when sent (and shall be 
followed by hard copy sent by first class mail), and notices and 
communications sent by other means shall be effective when received.

SECTION 5.3.  ACKNOWLEDGMENT AND CONSENT.

   (a)  Each of the Originators and the Guarantor acknowledges that, 
contemporaneously herewith or at any time hereafter, the Initial 
Purchaser (i) is assigning or will assign to the Issuer, pursuant to the 
Receivables Purchase Agreement, one or more undivided interests in all 
of the Initial Purchaser's rights, title and interest in, to and under 
the Receivables and Related Assets, and (ii) is assigning to the 
Administrator, pursuant to the Receivables Purchase Agreement, all of 
the Initial Purchaser's right, title and interest in, to and under this 
Agreement and the other Transaction Documents (and all rights, remedies, 
powers, privileges and claims of the Initial Purchaser under this 
Agreement (including Article VI) and the other Transaction Documents), 
it being understood that such assignment shall not relieve any party 
hereto from (or require the Issuer or the Administrator to undertake) 
the performance of any term, covenant or agreement on the part of any 
party hereto to be performed or observed under or in connection with 
this Agreement, any other Transaction Document, and any Pool Receivable 
or any Related Security.  Each of the Originators and the Guarantor 
hereby consents to such assignments, including, without limitation, the 
assignment by the Initial Purchaser to the Administrator for its benefit 
and the benefit of the Issuer of (i) the right of the Initial Purchaser, 
at any time, to enforce this Agreement and any other Transaction 
Documents against such Originator and the Servicer, (ii) the right to 
appoint a successor to the Servicer as set forth therein, (iii) the 
right, at any time, to give or withhold any and all consents, requests, 
notices, directions, approvals, demands, extensions or waivers under or 
with respect to this Agreement, any other Transaction Document or the 
obligations in respect of such Originator or Guarantor thereunder to the 
same extent as the Initial Purchaser may do, and (iv) all of the Initial 
Purchaser's rights, remedies, powers, privileges, and claims under or 
with respect to this Agreement and the other Transaction Documents 
(whether arising pursuant to the terms of this Agreement or any other 
Transaction Document or otherwise available at law or in equity).  Each 
of the parties hereto acknowledges and agrees that the Issuer, the 
Administrator and the other Affected Persons are third party 
beneficiaries of the rights of the Initial Purchaser arising hereunder 
and under the other Transaction Documents to which such Originator and 
the Guarantor is a party.

   (b)  Each of the Originators and the Guarantor hereby agrees to 
execute all agreements, instruments and documents, and to take all other 
action, that the Initial Purchaser or the Administrator reasonably 
determines is necessary or reasonably desirable to evidence its consent 
described in SECTION 5.3(a); provided that neither the Originators nor 
the Guarantor shall be required pursuant to this Section 5.3 to execute 
any agreements, instruments or documents, or take any actions, that 
conflict with any other provision of this Agreement or of the 
Receivables Purchase Agreement.

   (c)  Each of the Originators and the Guarantor hereby acknowledges 
that its obligations to the Administrator for its benefit and the 
benefit of the Issuer are and shall be, to the extent permitted by 
applicable law or not prohibited by any order of any court or 
administrative or regulatory authority, absolute and unconditional under 
any and all circumstances and shall be unaffected by any claims, offsets 
or other defenses such Originator or the Guarantor may have against the 
Initial Purchaser (other than in respect of the Initial Purchaser Note), 
and each of such Originator and the Guarantor agrees that it shall not 
interpose any such claims, offsets or defenses as a defense to its 
performance of its obligations under the Transaction Documents to which 
it is a party.

SECTION 5.4.  BINDING EFFECT; ASSIGNABILITY.  This Agreement shall be 
binding upon and inure to the benefit of the parties hereto and their 
respective successors and permitted assigns.  No Originator shall assign 
any of its rights or delegate its obligations hereunder or under any 
other Transaction Document or any interest herein or therein without the 
prior written consent of the Initial Purchaser and the Administrator.  
Without limiting any other rights that may be available under applicable 
law, the rights of the Initial Purchaser may be enforced through it or 
by its agents.

SECTION 5.5.  COSTS, EXPENSES AND TAXES.  In addition to the rights of 
indemnification granted under ARTICLE III, each Originator agrees to pay 
on demand all costs and expenses in connection with the preparation, 
execution, delivery and administration (including, without limitation, 
periodic auditing of Receivables) of this Agreement and the other 
Transaction Documents, and any amendment, modification or waiver of any 
of the foregoing, including, without limitation, Attorney Costs for the 
Administrator, the Initial Purchaser and their respective Affiliates and 
agents with respect thereto and with respect to advising the 
Administrator, the Initial Purchaser and their respective Affiliates and 
agents as to their rights and remedies under this Agreement and the 
other Transaction Documents, and all costs and expenses, if any 
(including, without limitation, Attorney Costs), of the Administrator, 
the Initial Purchaser and their respective Affiliates and agents, in 
connection with the enforcement of this Agreement and the other 
Transaction Documents.  

SECTION 5.6.  NO PROCEEDINGS; LIMITATION ON PAYMENTS.

   (a)  Each party hereto hereby agrees that it will not institute 
against, or join any other Person in instituting against, the Initial 
Purchaser or the Issuer any bankruptcy, reorganization, arrangement, 
insolvency or liquidation proceeding, or other proceeding under any 
federal or state bankruptcy or similar law, for one year and one day 
after the latest maturing Note is paid in full.

   (b)  Notwithstanding any provisions contained in this Agreement to 
the contrary, the Initial Purchaser shall not, and shall not be 
obligated to, pay any amount pursuant to this Agreement unless the 
Initial Purchaser has excess cash flow from operations or has received 
funds with respect to such obligation which may be used to make such 
payment.  

SECTION 5.7.  GOVERNING LAW AND JURISDICTION.

   (a)  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE 
WITH, THE LAW OF THE STATE OF CALIFORNIA (WITHOUT GIVING EFFECT TO THE 
CONFLICT OF LAWS PRINCIPLES THEREOF), EXCEPT TO THE EXTENT THAT THE 
PERFECTION (OR THE EFFECT OF PERFECTION OR NON-PERFECTION) OF THE 
INTERESTS OF THE INITIAL PURCHASER IN THE RECEIVABLES AND THE OTHER 
ITEMS DESCRIBED IN SECTION 1.9(b) IS GOVERNED BY THE LAWS OF A 
JURISDICTION OTHER THAN THE STATE OF CALIFORNIA.

   (b)  EACH SOLECTRON PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY 
SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION 
OF THE COURT OF THE STATE OF CALIFORNIA SITTING IN SAN FRANCISCO AND OF 
THE UNITED STATES DISTRICT COURT OF THE NORTHERN DISTRICT OF CALIFORNIA, 
AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING 
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION 
DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF 
THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT 
ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND 
DETERMINED IN SUCH CALIFORNIA STATE COURT OR, TO THE EXTENT PERMITTED BY 
LAW, IN SUCH FEDERAL COURT.  EACH OF THE PARTIES HERETO AGREES THAT A 
FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND 
MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT IN ANY 
SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN 
OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER 
PROVIDED BY LAW.  NOTHING IN THIS AGREEMENT OR ANY OTHER TRANSACTION 
DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATOR OR THE ISSUER MAY 
OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS 
AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT AGAINST ANY SOLECTRON PARTY 
OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.  EACH SOLECTRON 
PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST 
EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY 
NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR 
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER 
TRANSACTION DOCUMENT IN ANY COURT REFERRED TO IN THIS CLAUSE (b).  EACH 
OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT 
PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE 
MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.  EACH PARTY 
TO THIS AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE 
MANNER PROVIDED FOR NOTICES IN SECTION 5.2.  NOTHING IN THIS AGREEMENT 
WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN 
ANY OTHER MANNER PERMITTED BY LAW.

SECTION 5.8.  EXECUTION IN COUNTERPARTS.  This Agreement  may be 
executed in any number of counterparts, each of which when so executed 
shall be deemed to be an original and all of which when taken together 
shall constitute one and the same agreement.

SECTION 5.9.  SURVIVAL OF TERMINATION.  The provisions of SECTION 1.10, 
SECTION 2.3, ARTICLE III, ARTICLE IV, SECTION 5.3, SECTION 5.5, SECTION 
5.6, SECTION 5.7, SECTION 5.10, ARTICLE VI and of this SECTION 5.9, 
shall survive any termination of this Agreement.

SECTION 5.10.  WAIVER OF JURY TRIAL.  EACH PARTY HERETO WAIVES ITS 
RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION 
BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OTHER 
TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, 
IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY 
OF THE PARTIES AGAINST ANY OTHER PARTY OR INDEMNIFIED PARTY, WHETHER 
WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE.  EACH PARTY 
HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A 
COURT TRIAL WITHOUT A JURY.  WITHOUT LIMITING THE FOREGOING, EACH OF THE 
PARTIES HERETO FURTHER AGREES THAT ITS RESPECTIVE RIGHT TO A TRIAL BY 
JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, 
COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO 
CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY OTHER 
TRANSACTION DOCUMENT OR ANY PROVISION HEREOF OR THEREOF.  THIS WAIVER 
SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, AMENDMENTS AND RESTATEMENTS OR 
MODIFICATIONS TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT 
(INCLUDING WITHOUT LIMITATION ANY EXTENSION OF THE FACILITY TERMINATION 
DATE).

SECTION 5.11.  ENTIRE AGREEMENT.  This Agreement embodies the entire 
agreement and understanding of the parties hereto, and supersedes all 
prior or contemporaneous agreements and understandings of such Persons, 
verbal or written, relating to the subject matter hereof.  The Exhibits, 
Schedules and Annexes to this Agreement shall be deemed incorporated by 
reference into this Agreement as if set forth herein. 

SECTION 5.12.  HEADINGS.  The captions and headings of this Agreement 
and in any Exhibit hereto are for convenience of reference only and 
shall not affect the interpretation hereof or thereof.

SECTION 5.13.   SEVERAL OBLIGATIONS.  The obligations of the Originators 
under this Agreement are several but not joint obligations.


                               ARTICLE VI

                               GUARANTEE

SECTION 6.1.  GUARANTEE.  (a) Guarantor hereby unconditionally and 
irrevocably covenants and agrees that it will cause Solectron California 
Corporation duly and punctually to perform and observe all of the terms, 
conditions, covenants, agreements (including, without limitation, 
agreements to make payments or deemed Collections) and indemnities under 
this Agreement and the other Transaction Documents strictly in 
accordance with the terms hereof and thereof and that if for any reason 
whatsoever Solectron California Corporation shall fail to so perform and 
observe such terms, conditions, covenants, agreements and indemnities, 
Guarantor will duly and punctually perform and observe the same.

   (b)  The liabilities and obligations of Guarantor under this SECTION 
6.1 shall be absolute and unconditional under all circumstances and 
shall be performed by Guarantor regardless of (i) whether the Initial 
Purchaser, the Administrator, or the Issuer shall have taken any steps 
to collect from Solectron California Corporation any of the amounts 
payable by Solectron California Corporation to the Initial Purchaser or 
shall otherwise have exercised any of their rights or remedies under 
this Agreement or the other Transaction Documents against Solectron 
California Corporation or against any Obligor under any of the Pool 
Receivables, (ii) the validity, legality or enforceability of this 
Agreement or any other Transaction Documents, or the disaffirmance of 
any thereof in any event of bankruptcy relating to Solectron California 
Corporation, (iii) any law, regulation or decree now or hereafter in 
effect which might in any manner affect any of the terms or provisions 
of this Agreement or any other Transaction Document or any of the rights 
of Initial Purchaser, the Administrator or the Issuer as against 
Solectron California Corporation or as against any Obligor under any of 
such Pool Receivables or which might cause or permit to be invoked any 
alteration in time, amount, manner of payment or performance of any 
amount payable by Solectron California Corporation to the Initial 
Purchaser, the Administrator or the Issuer under the Transaction 
Documents, (iv) the merger or consolidation of Solectron California 
Corporation into or with any corporation or any sale or transfer by 
Solectron California Corporation or all or any part of its property, (v) 
the existence or assertion of any Adverse Claim with respect to any Pool 
Receivable, or (vi) any other circumstance whatsoever (with or without 
notice to or knowledge of Guarantor) which may or might in any manner or 
to any extent vary the risk of Guarantor, or might otherwise constitute 
a legal or equitable discharge of a surety or guarantor, it being the 
purpose and intent of Guarantor that the liabilities and obligations of 
Guarantor under this SECTION 6.1 shall be absolute and unconditional 
under any and all circumstances, and shall not be discharged except by 
payment and performance as in this Agreement provided.  The guaranty set 
forth in this SECTION 6.1 is a guaranty of payment and performance and 
not just of collection.

   (c)  Without in any way affecting or impairing the liabilities and 
obligations of Guarantor under this SECTION 6.1, the Initial Purchaser, 
the Administrator and the Issuer may at any time and from time to time 
in its discretion, without the consent of, or notice to, Guarantor, and 
without releasing or affecting Guarantor's liability hereunder, (i) 
extend or change the time, manner, place or terms of any Transaction 
Document, (ii) settle or compromise any of the amounts payable by 
Solectron California Corporation to the Initial Purchaser, the 
Administrator or the Issuer under any Transaction Document or 
subordinate the same to the claims of others, (iii) retain or obtain a 
lien upon or security interest in any property to secure any of the 
obligations under any Transaction Document, (iv) retain or obtain the 
primary or secondary obligation of any obligor or obligors, in addition 
to Guarantor, with respect to any of the obligations due under any 
Transaction Document, or (v) release or fail to perfect any lien upon or 
security interest in, or impair, surrender, release or permit any 
substitution in exchange for, all or any part of any property securing 
any of the obligations under any Transaction Document, IT BEING 
UNDERSTOOD that nothing contained in this SECTION 6.1(c) shall give the 
Initial Purchaser, the Administrator or the Issuer the right to take any 
of the foregoing actions if not permitted by the other provisions of 
this Agreement, by law or otherwise. 

   (d)  The provisions of this SECTION 6.1 shall continue to be 
effective or be reinstated, as the case may be, if at any time payment 
of any of the amounts payable by Solectron California Corporation, to 
the Initial Purchaser, the Administrator or the Issuer under any 
Transaction Document is rescinded or must otherwise be restored or 
returned by any of such Persons, as the case may be, upon any event of 
bankruptcy involving Solectron California Corporation, or otherwise, all 
as though such payment had not been made.  Guarantor hereby waives (i) 
notices of the occurrence of any default under any Transaction Document, 
(ii) any requirement of diligence or promptness on the part of the 
Initial Purchaser, the Administrator or the Issuer in making demand, 
commencing suit or exercising any other right or remedy under any 
Transaction Document, or otherwise, and (iii) any right to require the 
Initial Purchaser, the Administrator or the Issuer to exercise any right 
or remedy against Solectron California Corporation or the Pool 
Receivables prior to enforcing any of their rights against Guarantor 
under this SECTION 6.1.  Guarantor agrees that, in the event of an event 
of bankruptcy with respect to Solectron California Corporation, and if 
such event shall occur at a time when all of the indemnified amounts and 
other amounts due under any Transaction Document may not then be due and 
payable, Guarantor will pay to Initial Purchaser or the Administrator or 
the Issuer, as the case may be, forthwith the full amount which would be 
payable hereunder by Guarantor if all such indemnified amounts and other 
obligations were then due and payable.  Without limiting the foregoing, 
Guarantor hereby expressly waives any and all benefits of California 
Civil Code Sections 2787 through 2855, inclusive, 2899 and 3433 and 
California Code of Civil Procedure Sections 580(a), 580(b), 580(d) and 
726.

Nothing in this Section 6.1 shall be construed to impose any liability 
or obligation on Guarantor for any losses in respect of the 
collectibility of any Receivable that would constitute credit recourse 
to Solectron California Corporation for the amount of any Receivable or 
Related Asset not paid by the applicable Obligor.

SECTION 6.2.  REPRESENTATION AND WARRANTY.  Guarantor represents and 
warrants that it now has, and will continue to have, independent means 
of obtaining information concerning the affairs, financial condition and 
business of Solectron California Corporation and the Initial Purchaser. 
 Neither the Administrator or the Issuer shall have any duty or 
responsibility to provide Guarantor with any credit or other information 
concerning the affairs, financial condition or business of Solectron 
California Corporation and the Initial Purchaser which may come into the 
possession of the Administrator or the Issuer.

SECTION 6.3.  SUBROGATION.  Guarantor will not exercise or assert any 
rights which it may acquire by way of subrogation under any Transaction 
Document unless and until all of the obligations of Solectron California 
Corporation shall have been paid and performed in full.  If any payment 
shall be made to Guarantor on account of any subrogation rights at any 
time when all of the obligations of Solectron California Corporation 
shall not have been paid and performed in full, each and every amount so 
paid will be held in trust for the benefit of the Initial Purchaser, the 
Administrator and the Issuer and any other applicable Person and 
forthwith be paid to the Administrator to be credited and applied to the 
obligations of Solectron California Corporation to the extent then 
unsatisfied, in accordance with the terms of the Transaction Documents 
or any document delivered in connection with the Transaction Documents, 
as the case may be. 


                           [SIGNATURES FOLLOW]

<PAGE>
IN WITNESS WHEREOF, the parties have caused this Agreement to be 
executed by their respective officers thereunto duly authorized, as of 
the date first above written.

                              SOLECTRON CORPORATION, as the Guarantor, 
                              an Originator and as Servicer

                              s/s By: /s/ Susan Wang 
                              Name:   Susan Wang
                              Title:  Senior Vice President and Chief
                                      Financial Officer

                              847 Gibraltar Drive, Building 5
                              Milpitas, California  95035
                              Attention:  Treasurer
                              Telephone:  (408) 956-6577
                              Facsimile:  (408) 956-6062


                              SOLECTRON CALIFORNIA CORPORATION,
                              as an Originator

                              s/s By: /s/ Susan Wang
                              Name:   Susan Wang
                              Title:  Senior Vice President and Chief
                                      Financial Officer

                              847 Gibraltar Drive, Building 5
                              Milpitas, California  95035
                              Attention:  Treasurer
                              Telephone:  (408) 956-6577
                              Facsimile:  (408) 956-6062


                              SOLECTRON FUNDING CORPORATION, as Initial 
                              Purchaser

                              s/s By: /s/ Phil Kagel
                              Name:   Phil Kagel
                              Title:  Secretary

                              847 Gibraltar Drive, Building 5
                              Milpitas, California  95035
                              Attention:  Treasurer
                              Telephone:  (408) 956-6577
                              Facsimile:  (408) 956-6062

<PAGE>
                                EXHIBIT I

                         CONDITIONS OF PURCHASES


1.  CONDITIONS PRECEDENT TO INITIAL PURCHASE.  The initial purchase 
under the Purchase and Sale Agreement is subject to the condition 
precedent that the Initial Purchaser shall have received each of the 
following (with copies to the Administrator), on or before the date of 
such purchase, each in form and substance (including the date thereof) 
satisfactory to the Initial Purchaser and the Administrator:

   (a)  The Receivables Purchase Agreement, duly executed by the parties 
thereto, together with evidence reasonably satisfactory to the Initial 
Purchaser that all conditions precedent to the initial purchase of an 
undivided interest thereunder shall have been met;

   (b)  Duly executed counterparts of the Lock-Box Agreements;

   (c)  A duly executed counterpart of a subscription and stockholder 
agreement (the "SUBSCRIPTION AGREEMENT"), together with evidence that a 
capital contribution of Receivables having an aggregate Outstanding 
Balance of not less than $30,000,000 shall have been made to the Initial 
Purchaser thereunder by Solectron California Corporation in exchange for 
common stock of the Initial Purchaser; and

   (d)  Such other agreements, instruments, UCC financing statements, 
certificates, opinions and other documents as the Initial Purchaser or 
the Administrator may reasonably request.

2.  CERTIFICATION AS TO REPRESENTATIONS AND WARRANTIES.  Each 
Originator, by accepting the Purchase Price paid for each purchase of 
Receivables and Related Assets on any day, shall be deemed to have 
certified that its representations and warranties contained in 
PARAGRAPHS (e), (f), (h), (j), (k), (o), (p) and (q), EXHIBIT II to the 
Purchase and Sale Agreement are true and correct on and as of such day, 
with the same effect as though made on and as of such day.

3.  EFFECT OF PAYMENT OF PURCHASE PRICE.  Upon the payment of the 
Purchase Price (whether in cash or by an increase in the principal 
amount outstanding under the applicable Initial Purchaser Note) for any 
purchase of Receivables and Related Assets, title to such Receivables 
and Related Assets shall vest in the Initial Purchaser, whether or not 
the conditions precedent to such purchase were in fact satisfied; 
PROVIDED that the Initial Purchaser shall not be deemed to have waived 
any claim it may have under the Purchase and Sale Agreement for the 
failure by any Originator in fact to satisfy any such condition 
precedent.

4.  CONDITIONS PRECEDENT TO ALL PURCHASES.  Each purchase under the 
Purchase and Sale Agreement is subject to the condition precedent that 
the agreement of each Originator to sell Receivables and Related Assets, 
and the agreement of the Initial Purchaser to purchase Receivables and 
Related Assets, shall not have terminated pursuant to Section 2.3 of the 
Purchase and Sale Agreement.

<PAGE>
                               EXHIBIT II

                     REPRESENTATIONS AND WARRANTIES


In order to induce the Initial Purchaser to enter into the Purchase and 
Sale Agreement and to make purchases thereunder, each Originator hereby 
represents and warrants as follows:

   (a)  ORGANIZATION AND GOOD STANDING.  Such Originator is a 
corporation duly incorporated, validly existing and in good standing 
under the laws of the jurisdiction of its organization, and is duly 
qualified to do business, and is in good standing, in every other 
jurisdiction where the failure to so qualify could reasonably be 
expected to result in a material adverse effect on the business, assets, 
operations, prospects or condition, financial or otherwise, of such 
Originator and any of its subsidiaries taken as a whole, the ability of 
such Originator to perform its obligations under the Purchase and Sale 
Agreement, or the rights of or benefits available to the Initial 
Purchaser hereunder.

   (b)  DUE QUALIFICATION; NO CONFLICTS.  The execution, delivery and 
performance by such Originator of the Purchase and Sale Agreement and 
the other Transaction Documents to which it is a party, including, 
without limitation, such Originator's use of the proceeds of purchases, 
(i) are within such Originator's corporate powers, (ii) have been duly 
authorized by all necessary corporate action, (iii) do not contravene or 
result in a default under or conflict with (1) such Originator's 
certificate of incorporation or by-laws, (2) any material law, rule or 
regulation applicable to such Originator, (3) any contractual 
restriction binding on or affecting such Originator or its property 
(including, without limitation, the Solectron Credit Agreement) or 
(4) any order, writ, judgment, award, injunction or decree binding on or 
affecting such Originator or its property and (iv) do not result in or 
require the creation of any Adverse Claim upon or with respect to any of 
its properties.  The Purchase and Sale Agreement and the other 
Transaction Documents to which it is a party have been duly executed and 
delivered by such Originator.

   (c)  CONSENTS.  No authorization or approval or other action by, and 
no notice to or filing with, any Governmental Authority or any other 
Person is required for the due execution, delivery and performance by 
such Originator of the Purchase and Sale Agreement or any other 
Transaction Document to which it is a party (other than UCC financing 
statements filed on or prior to the date of the initial purchase under 
the Purchase and Sale Agreement, all of which have been filed in the 
appropriate jurisdiction).

   (d)  BINDING OBLIGATIONS.  Each of the Purchase and Sale Agreement 
and the other Transaction Documents to which it is a party constitutes 
the legal, valid and binding obligation of such Originator enforceable 
against such Originator in accordance with its terms.

   (e)  FINANCIAL STATEMENTS.  The balance sheets of Solectron and its 
subsidiaries, in each case as at August 31, 1996, and the related 
statements of income and retained earnings of Solectron and its 
subsidiaries, in each case for the fiscal year then ended, copies of 
which have been furnished to the Administrator, fairly present the 
financial condition of Solectron and its subsidiaries, as at such date 
and the results of the operations of Solectron and its subsidiaries, for 
the period ended on such date, all in accordance with generally accepted 
accounting principles consistently applied, and since August 31, 1996 
there has been no material adverse change in the business, operations, 
property or financial or other condition or operations of Solectron any 
of its subsidiaries, the ability of either Originator to perform its 
obligations under the Purchase and Sale Agreement or the other 
Transaction Documents, the collectibility of the Receivables, or which 
affects the legality, validity or enforceability of the Purchase and 
Sale Agreement or the other Transaction Documents.

   (f)  NO PROCEEDINGS.  There is no pending or threatened action or 
proceeding affecting such Originator or any of its subsidiaries before 
any Governmental Authority or arbitrator which could reasonably be 
expected to materially adversely affect the business, operations, 
property, financial or other condition or operations of such Originator 
or any of its subsidiaries, the ability of such Originator to perform 
its obligations under the Purchase and Sale Agreement or the other 
Transaction Documents or the collectibility of the Receivables, or which 
affects or purports to affect the legality, validity or enforceability 
of the Purchase and Sale Agreement or the other Transaction Documents.

   (g)  SECURITIES EXCHANGE ACT.  No proceeds of any purchase will be 
used to acquire any equity security of a class which is registered or 
required to be registered pursuant to Section 12 of the Securities 
Exchange Act of 1934.

   (h)  QUALITY OF TITLE; VALID SALE; ETC.  Upon its creation and prior 
to its sale (or contribution) to the Initial Purchaser under the 
Purchase and Sale Agreement, such Originator is the legal and beneficial 
owner of each of the Receivables and Related Assets and the items 
described in Section 1.2(c) of the Purchase and Sale Agreement free and 
clear of any Adverse Claim; and (i) upon each purchase (or contribution) 
the Initial Purchaser shall acquire a valid and enforceable first 
priority perfected ownership interest in each Receivable then existing 
or thereafter arising, in the Related Assets with respect thereto, and 
the items described in Section 1.2(c) of the Purchase and Sale 
Agreement, free and clear of any Adverse Claim; or (ii) the Purchase and 
Sale Agreement creates a security interest in favor of the Initial 
Purchaser in the items described in Section 1.9(b) of the Purchase and 
Sale Agreement, and the Initial Purchaser has a first priority perfected 
security interest in such items, free and clear of any Adverse Claims.  
Each Receivable constitutes an "account" as such term is defined in the 
UCC.  No effective UCC financing statement or other instrument similar 
in effect covering any Receivable or Related Asset with respect thereto 
or any Lock-Box Account or any other item described in Section 1.9(b) of 
the Purchase and Sale Agreement is on file in any recording office, 
except those filed in favor of the Initial Purchaser pursuant to the 
Purchase and Sale Agreement and in favor of the Administrator pursuant 
to the Receivables Purchase Agreement.

   (i)  ACCURACY OF INFORMATION.  Each report, information, exhibit, 
financial statement, document, book, record or report furnished or to be 
furnished at any time by or on behalf of such Originator to the Initial 
Purchaser or the Administrator in connection with this Agreement is or 
will be accurate in all material respects as of its date or (except as 
otherwise disclosed to the Administrator at such time) as of the date so 
furnished, and no such item contains or will contain any untrue 
statement of a material fact or omits or will omit to state a material 
fact necessary in order to make the statements contained therein, in the 
light of the circumstances under which they were made, not misleading.

   (j)  PRINCIPAL PLACE OF BUSINESS.  The principal place of business 
and chief executive office (as such terms are used in the UCC) of such 
Originator and the office where such Originator keeps its records 
concerning the Receivables are located at the address referred to in 
paragraph (b) of Exhibit III to the Purchase and Sale Agreement (or at 
such other addresses designated in accordance with such paragraph (b)), 
and during the six years prior to the initial purchase under the 
Purchase and Sale Agreement such principal place of business, chief 
executive office and office were located at such address. 

   (k)  LOCK-BOX BANKS, ACCOUNTS.  Such Originator has irrevocably 
instructed all of the Obligors to make payments on the Receivables only 
to the Lock-Box Accounts or to one or more post office boxes covered by 
a Lock-Box Agreement; PROVIDED that, consistent with its efforts to 
maximize Collections and its month-end collection practices in effect as 
of the date of the Purchase and Sale Agreement, such Originator may 
permit Obligors to make payments on Receivables directly to such 
Originator so long as the Rated Long Term Debt of Solectron is 
Investment Grade or otherwise with the prior written consent of the 
Administrator.  Except as contemplated by the Lock-Box Agreements, no 
Person other than employees of such Originator has signing authority 
with respect to, or otherwise has the power to withdraw funds from or to 
direct amounts on deposit in, the Lock-Box Accounts and any related 
deposit accounts or post office boxes.  The names and addresses of all 
the Lock-Box Banks, together with the account numbers of the Lock-Box 
Accounts at such Lock-Box Banks, are specified in Schedule II to the 
Receivables Purchase Agreement (except as permitted by paragraph (i) of 
EXHIBIT III to the Purchase and Sale Agreement).  Each Lock-Box Bank has 
complied with all the terms of its Lock-Box Agreement.  

   (l)  NO VIOLATION.  Such Originator is not in violation of any order 
of any court, arbitrator or Governmental Authority.

   (m)  PROCEEDS.  No proceeds of any purchase will be used for any 
purpose that violates any applicable law, rule or regulation, including, 
without limitation, Regulations G or U of the Federal Reserve Board.

   (n)  NO PURCHASE AND SALE TERMINATION EVENTS.  No event has occurred 
and is continuing, or would result from a purchase, in respect of the 
Receivables or Related Assets or from the application of the proceeds 
therefrom, which constitutes a Purchase and Sale Termination Event.

   (o)  MAINTENANCE OF BOOKS AND RECORDS; TAXES.  Such Originator has 
accounted for each sale (and contribution) of Receivables and Related 
Assets in its books and financial statements as sales (or, in the case 
of contributions, as capital contributions), consistent with Generally 
Accepted Accounting Principles.  In addition, each Originator shall 
treat, and, to the extent such treatment affects its returns or tax 
liabilities, report, the sale of Receivables and Related Assets as a 
true sale for tax purposes.

   (p)  CREDIT AND COLLECTION POLICY.  Such Originator has complied in 
all material respects with the Credit and Collection Policy with regard 
to each Receivable.

   (q)  SOLVENCY.  Such Originator is Solvent; and at the time of (and 
immediately after) each purchase pursuant to the Purchase and Sale 
Agreement, such Originator shall have been Solvent.

   (r)  COMPLIANCE WITH TRANSACTION DOCUMENTS.  Such Originator has 
complied with all of the terms, covenants and agreements contained in 
the Purchase and Sale Agreement and the other Transaction Documents and 
applicable to it.

   (s)  CORPORATE NAME.  Such Originator's complete corporate name is 
set forth in the preamble to the Purchase and Sale Agreement, and such 
Originator does not use and has not during the last six years used any 
other corporate name, trade name, doing business name or fictitious 
name, except for names first used after the date of the Purchase and 
Sale Agreement and set forth in a notice delivered to the Administrator 
pursuant to clause (b) of Exhibit III to the Purchase and Sale 
Agreement.

   (t)  NO LABOR DISPUTES.  There are no strikes, lockouts or other 
labor disputes against such Originator or any of its subsidiaries, or, 
to the best of such Originator's knowledge, threatened against or 
affecting such Originator or any of its subsidiaries, and no significant 
unfair labor practice complaint is pending against such Originator or 
any of its subsidiaries or, to the best knowledge of such Originator, 
threatened against any of them by or before any Governmental Authority.

   (u)  PENSION PLANS.  During the preceding twelve months, no steps 
have been taken to terminate any Pension Plan, and no contribution 
failure has occurred with respect to any Pension Plan sufficient to give 
rise to a lien under section 302(f) of ERISA.  No condition exists or 
event or transaction has occurred with respect to any Pension Plan which 
could result in the incurrence by such Originator of any material 
liability, fine or penalty.  Such Originator has no contingent liability 
with respect to any post-retirement benefit under a Welfare Plan, other 
than liability for continuation coverage described in Part 6 of title I 
of ERISA.

(v)  INVESTMENT COMPANY ACT.  Such Originator is not, and is not 
controlled by, an "investment company" registered or required to be 
registered under the Investment Company Act of 1940, as amended.

<PAGE>
                               EXHIBIT III

                                COVENANTS


Until the later of the Purchase and Sale Termination Date and the Final 
Payout Date each Originator covenants and agrees, as to itself, as 
follows:

   (a)  COMPLIANCE WITH LAWS, ETC.  Such Originator shall comply in all 
material respects with all applicable laws, rules, regulations and 
orders, and preserve and maintain its corporate existence, rights, 
franchises, qualifications, and privileges except to the extent that the 
failure so to comply with such laws, rules and regulations or the 
failure so to preserve and maintain such existence, rights, franchises, 
qualifications, and privileges would not materially adversely affect the 
collectibility of the Receivables or the enforceability of any related 
Contract or the ability of such Originator to perform its obligations 
under any related Contract or under the Purchase and Sale Agreement.

   (b)  OFFICES, RECORDS AND BOOKS OF ACCOUNT; ETC.   Such Originator:

        (i)  shall keep its principal place of business and chief 
executive office (as such terms are used in the UCC) and the office 
where it keeps its records concerning the Receivables at the address of 
such Originator set forth under its name on the signature page to the 
Purchase and Sale Agreement or, upon at least 30 days' prior written 
notice of a proposed change to the Administrator, at any other locations 
in jurisdictions where all actions reasonably requested by the 
Administrator to protect and perfect the interest of the Initial 
Purchaser, the Administrator and the Issuer in the Receivables and 
related items (including without limitation the items described in 
Section 1.9(b) of the Purchase and Sale Agreement) have been taken and 
completed; and

      (ii)  shall provide the Administrator with at least 30 days' 
written notice prior to making any change in such Originator's name or 
making any other change in such Originator's identity or corporate 
structure (including, without limitation, a merger) which could render 
any UCC financing statement filed in connection with the Purchase and 
Sale Agreement "seriously misleading" as such term is used in the UCC; 
each notice to the Administrator pursuant to this sentence shall set 
forth the applicable change and the effective date thereof. 

Such Originator also will maintain and implement administrative and 
operating procedures (including, without limitation, an ability to 
recreate records evidencing Receivables and related Contracts in the 
event of the destruction of the originals thereof), and keep and 
maintain all documents, books, records, computer tapes and disks and 
other information reasonably necessary or advisable for the collection 
of all Receivables (including, without limitation, records adequate to 
permit the daily identification of each Receivable and all Collections 
of and adjustments to each existing Receivable).

   (c)  PERFORMANCE AND COMPLIANCE WITH CONTRACTS AND CREDIT AND 
COLLECTION POLICY.  Such Originator shall at its expense, timely and 
fully perform and comply with all material provisions, covenants and 
other promises required to be observed by it under the Contracts related 
to the Receivables, and timely and fully comply in all material respects 
with the Credit and Collection Policy with regard to each Receivable and 
the related Contract.

   (d)  OWNERSHIP INTEREST, ETC.  Such Originator shall, at its expense, 
take all action necessary or desirable to establish and maintain a valid 
and enforceable first priority perfected ownership interest in the 
Receivables, the Related Assets, and the items described in Section 
1.2(c) of the Purchase and Sale Agreement to the extent transferred 
pursuant to the terms of Section 1.2 of the Purchase and Sale Agreement, 
or a first priority perfected security interest in the items described 
in Section 1.9(b) of the Purchase and Sale Agreement, in each case free 
and clear of any Adverse Claim, in favor of the Initial Purchaser, 
including, without limitation, taking such action to perfect, protect or 
more fully evidence the interest of the Initial Purchaser under the 
Purchase and Sale Agreement as the Administrator may reasonably request.

   (e)  SALES, LIENS, ETC.  Other than a sale to the Initial Purchaser 
as contemplated by the Purchase and Sale Agreement, such Originator 
shall not sell, assign (by operation of law or otherwise) or otherwise 
dispose of, or create or suffer to exist any Adverse Claim upon or with 
respect to, any or all of its right, title or interest in, to or under, 
(i) any item described in Section 1.2(c) or Section 1.9(b) of the 
Purchase and Sale Agreement or (ii) any post office box to which any 
payments in respect of any Receivable are sent, including, without 
limitation, any assignment of any right to receive income in respect of 
items contemplated by clause (i) or (ii) of this paragraph (e).

   (f)  EXTENSION OR AMENDMENT OF RECEIVABLES.  On and after the Initial 
Purchase Date, such Originator shall not extend the maturity or adjust 
the Outstanding Balance or otherwise modify the terms of any Receivable, 
or amend, modify or waive any term or condition of any related Contract; 
PROVIDED that this clause (f) shall not limit the ability of the 
Servicer to take such actions pursuant to the Receivables Purchase 
Agreement.

   (g)  CHANGE IN BUSINESS OR CREDIT AND COLLECTION POLICY.  Such 
Originator shall not make any material change in the character of its 
business or in the Credit and Collection Policy that would adversely 
affect the collectibility of the Receivables or the enforceability of 
any related Contract or the ability of such Originator to perform its 
obligations under any related Contract or under the Purchase and Sale 
Agreement without the prior written consent of the Administrator.

   (h)  AUDITS.  Such Originator shall, from time to time during regular 
business hours with prior written notice to it as reasonably requested 
by the Administrator, permit the Administrator, or its agents or 
representatives, (i) to examine and make copies of and abstracts from 
all books, records and documents (including, without limitation, 
computer tapes and disks) in the possession or under the control of such 
Originator relating to Receivables and the Related Assets (including, 
without limitation, the related Contracts and any books, records and 
documents relating to the identification of Obligors and agings, charge-
offs, offsets and delinquencies of Receivables), and (ii) to visit the 
offices and properties of such Originator for the purpose of examining 
such materials described in clause (i) above, and to discuss matters 
relating to Receivables and the Related Assets or such Originator's 
performance hereunder or under the Contracts with any of the officers, 
employees, agents or contractors of such Originator having knowledge of 
such matters.

   (i)  CHANGE IN LOCK-BOX BANKS, LOCK-BOX ACCOUNTS AND PAYMENT 
INSTRUCTIONS TO OBLIGORS.  Such Originator shall not add or terminate 
any bank as a Lock-Box Bank or any account as a Lock-Box Account from 
those listed in Schedule II to the Receivables Purchase Agreement, or 
make any change in its instructions to Obligors regarding payments to be 
made to such Originator or payments to be made to any Lock-Box Account 
(or related post office box), unless the Administrator shall have 
consented thereto in writing and the Administrator shall have received 
copies of all agreements and documents (including, without limitation, 
Lock-Box Agreements) that it may reasonably request in connection 
therewith.

   (j)  DEPOSITS TO LOCK-BOX ACCOUNTS.  Such Originator shall 
(i) instruct all Obligors to make payments of all Receivables only to 
one or more Lock-Box Accounts or to post office boxes which are covered 
by Lock-Box Agreements and to which only Lock-Box Banks have access, 
PROVIDED that, consistent with its efforts to maximize Collections and 
its month-end collection practices in effect as of the date of the 
Purchase and Sale Agreement, such Originator may permit Obligors to make 
payments on Receivables directly to such Originator so long as the Rated 
Long Term Debt of Solectron is Investment Grade or otherwise with the 
prior written consent of the Administrator, (ii) instruct the Lock-Box 
Banks to cause all items and amounts relating to such Receivables 
received in such post office boxes to be removed and deposited into a 
Lock-Box Account on a daily basis, and (iii0 deposit, or cause to be 
deposited, any Collections of Receivables received by it into Lock-Box 
Accounts not later than three Business Days after receipt thereof.  Each 
Originator will not deposit or otherwise credit, or cause or permit to 
be deposited or credited, to any Lock-Box Account cash or cash proceeds 
other than Collections of Receivables or interest accruing on amounts 
held in such account.

   (k)  MARKING OF RECORDS.  At its expense, on or before the Initial 
Purchase Date, such Originator shall mark its master data processing 
records relating to Receivables and related Contracts, including with a 
legend evidencing that the Receivables and related Contracts (and 
interests therein) have been sold (or, in the case of contributions, 
transferred as a capital contribution) in accordance with the Purchase 
and Sale Agreement and the Receivables Purchase Agreement.

   (l)  ERISA MATTERS.  Such Originator shall notify the Administrator 
as soon as is practicable and in any event not later than two Business 
Days after (i) the institution of any steps by such Originator or any 
other Person to terminate any Pension Plan, (ii) the failure to make a 
required contribution to any Pension Plan if such failure is sufficient 
to give rise to a lien under section 302(f) of ERISA, (iii) the taking 
of any action with respect to a Pension Plan which could result in the 
requirement that such Originator furnish a bond or other security to the 
PBGC or such Pension Plan or (iv) the occurrence of any other event 
concerning any Pension Plan which is reasonably likely to result in a 
material adverse effect on the business, operations, property or 
financial or other condition of such Originator or any other Solectron 
Party. 

   (m)  SEPARATE CORPORATE EXISTENCE OF THE INITIAL PURCHASER.  Each of 
the Initial Purchaser, such Originator and Solectron hereby acknowledges 
that the Initial Purchaser, the Issuer and the Administrator are 
entering into the transactions contemplated by this Agreement and by the 
Receivables Purchase Agreement in reliance upon the Initial Purchaser's 
identity as a legal entity separate from its Affiliates.  Therefore, 
each of the Initial Purchaser, such Originator and Solectron shall take 
all steps to continue the Initial Purchaser's identity as such a 
separate legal entity and to make it apparent to third Persons that the 
Initial Purchaser is an entity with assets and liabilities distinct from 
those of its Affiliates and those of any other Person, and not a 
division of any of its Affiliates or any other Person.  Without limiting 
the generality of the foregoing, each of the Initial Purchaser, each 
Originator and Solectron will, and will cause its Affiliates to, take 
such actions as shall be required in order that:

       (i)  The Initial Purchaser will be a limited purpose corporation 
whose primary activities are restricted in its articles of incorporation 
to purchasing Pool Receivables from such Originator (or other Persons 
approved in writing by the Administrator), entering into agreements for 
the servicing of such Pool Receivables, selling undivided interests in 
the Pool Receivables to the Issuer and conducting such other activities 
as it deems necessary or appropriate to carry out its primary 
activities;

      (ii)  At all times, at least one member of the Initial Purchaser's 
Board of Directors shall be an individual who is and has never been a 
direct, indirect or beneficial stockholder, officer, director (except in 
his capacity as a member of the Initial Purchaser's Board of Directors), 
employee, Affiliate, associate, customer or supplier of any of the 
Initial Purchaser or of any of the Initial Purchaser's Affiliates;

     (iii)  No director or officer of the Initial Purchaser shall at any 
time serve as a trustee in bankruptcy for any of its Affiliates;

      (iv)  Any employee, consultant or agent of the Initial Purchaser 
will be compensated from the Initial Purchaser's own bank accounts for 
services provided to the Initial Purchaser except as provided in the 
Agreement in respect of the Servicing Fee.  The Initial Purchaser will 
engage no agents other than a Servicer for the Pool Receivables, which 
Servicer (if an Affiliate) will be fully compensated for its services to 
the Initial Purchaser by payment of the Servicing Fee;

       (v)  The Initial Purchaser may incur indirect or overhead 
expenses for items shared between the Initial Purchaser and any of its 
Affiliates which are not reflected in the Servicing Fee, such as legal, 
auditing and other professional services, but such expenses will be 
allocated to the extent practical on the basis of cost, it being 
understood that Solectron shall pay all expenses relating to the 
preparation, negotiation, execution and delivery of the Transaction 
Documents, including legal and other fees;

      (vi)  The Initial Purchaser's operating expenses will not be paid 
by any of its Affiliates;

     (vii)  The Initial Purchaser will have its own separate telephone 
number, stationery and bank checks signed by it and in its own name and, 
if it uses premises leased, owned or occupied by any of its Affiliates, 
its portion of such premises will be defined and separately identified 
and it will pay such other Affiliates reasonable compensation for the 
use of such premises;

    (viii)  The books and records of the Initial Purchaser will be 
maintained separately from those of its Affiliates;

      (ix)  The assets of the Initial Purchaser will be maintained in a 
manner that facilitates their identification and segregation from those 
of its Affiliates; and the Initial Purchaser will strictly observe 
corporate formalities in its dealings with each of its Affiliates;

       (x)  The Initial Purchaser shall not maintain joint bank accounts 
with any of its Affiliates or other depository accounts to which any of 
its Affiliates (other than Solectron (or any of its Affiliates) in its 
capacity as the Servicer under this Agreement or under the Receivables 
Purchase Agreement) has independent access;

      (xi)  The Initial Purchaser shall not, directly or indirectly, be 
named and shall not enter into any agreement to be named as a direct or 
contingent beneficiary or loss payee on any insurance policy covering 
the property of any other Solectron Party or any Affiliate of any other 
Solectron Party unless it pays a proportional share of the premium 
relating to any such insurance policy;

     (xii)  The Initial Purchaser will maintain arm's-length relationships 
with each of its Affiliates.  Any of its Affiliates that renders or 
otherwise furnishes services or merchandise to the Initial Purchaser 
will be compensated by the Initial Purchaser at market rates for such 
services or merchandise; 

    (xiii)  Neither the Initial Purchaser, on the one hand, nor any of 
its Affiliates, on the other hand, will be or will hold itself out to be 
responsible for the debts of the other or the decisions or actions in 
respect of the daily business and affairs of the other; and

     (xiv)  Every representation and warranty of the Initial Purchaser, 
such Originator and Solectron contained in the officer's certificates 
delivered in connection with the opinion of Murphy, Wier & Butler 
pursuant to Section 1(j) of Exhibit II of the Receivables Purchase 
Agreement, is true and correct in all material respects as of the date 
hereof; and each of the Initial Purchaser, such Originator and Solectron 
shall comply with all of the assumptions set forth in such opinion and 
with all of its respective covenants and other obligations set forth in 
such officer's certificates.

<PAGE>
                               EXHIBIT IV

                  PURCHASE AND SALE TERMINATION EVENTS


Each of the following events or occurrences described in this EXHIBIT IV 
shall constitute a "PURCHASE AND SALE TERMINATION EVENT":

   (a)  The Servicer shall (i) fail to deliver the Seller Report 
pursuant to the Purchase and Sale Agreement and such failure shall 
remain unremedied for five days, (ii) fail to make when due any payment 
or deposit to be made by it under the Purchase and Sale Agreement, or 
(iii) fail to perform or observe any other term, covenant or agreement 
under the Purchase and Sale Agreement and such failure shall remain 
unremedied for ten (10) days; or

   (b)  Any Originator or the Guarantor shall fail to make any payment 
required under the Purchase and Sale Agreement and such failure shall 
remain unremedied for two Business Days; or

   (c)  Any representation or warranty made or deemed to be made by any 
Originator (or any of its officers) under or in connection with the 
Purchase and Sale Agreement or any other information or report delivered 
by such Originator or the Servicer pursuant to the Purchase and Sale 
Agreement shall prove to have been incorrect or untrue in any material 
respect when made or deemed made or delivered; or 

   (d)  Any Originator or the Guarantor shall fail to perform or observe 
(i) any term, covenant or agreement contained in PARAGRAPHS (d), (f), 
(g), (i), (j) and (l) of EXHIBIT III to the Purchase and Sale Agreement 
and, in the case of any such failure to PARAGRAPHS (i) and (j) that is 
solely the result of the termination of the applicable Lock-Box 
Agreement by Bank of America National Trust and Savings Association, 
such failure shall remain unremedied for fourteen (14) days or (ii) any 
other term, covenant or agreement contained in the Purchase and Sale 
Agreement on its part to be performed or observed and the failure to 
perform such other term, covenant or agreement referred to in this 
clause (ii) shall remain unremedied for thirty (30) days; or

   (e)  The Purchase and Sale Agreement shall for any reason (other than 
pursuant to the terms thereof) (i) cease to create in favor of the 
Initial Purchaser a valid and enforceable first priority perfected 
ownership interest in each Receivable, the Related Assets, and the items 
described in Section 1.2(c) of the Purchase and Sale Agreement, or (ii) 
cease to create, with respect to the items described in Section 1.9(b) 
of the Purchase and Sale Agreement, a valid and enforceable first 
priority perfected security interest in favor of the Initial Purchaser, 
in each case free and clear of any Adverse Claim; or

   (f)  Any Originator or any of its subsidiaries shall generally not 
pay its debts as such debts become due, or shall admit in writing its 
inability to pay its debts generally, or shall make a general assignment 
for the benefit of creditors; or any proceeding shall be instituted by 
or against such Originator or any of its subsidiaries seeking to 
adjudicate it a bankrupt or insolvent, or seeking liquidation, winding 
up, reorganization, arrangement, adjustment, protection, relief, or 
composition of it or its debts under any law relating to bankruptcy, 
insolvency or reorganization or relief of debtors, or seeking the entry 
of an order for relief or the appointment of a receiver, trustee, 
custodian or other similar official for it or for any substantial part 
of its property and, in the case of any such proceeding instituted 
against it (but not instituted by it), either such proceeding shall 
remain undismissed or unstayed for a period of 30 days, or any of the 
actions sought in such proceeding (including, without limitation, the 
entry of an order for relief against, or the appointment of a receiver, 
trustee, custodian or other similar official for, it or for any 
substantial part of its property) shall occur; or such Originator or any 
of its subsidiaries shall take any corporate action to authorize any of 
the actions set forth above in this clause (f); or

   (g)  Any Change of Control shall occur; or

   (h)  A Termination Event shall have occurred.



<PAGE>	
                                 ANNEX A

                     FORM OF INITIAL PURCHASER NOTE


                     NON-NEGOTIABLE PROMISSORY NOTE


                                                     Chicago, Illinois
                                                    September 17, 1997

FOR VALUE RECEIVED, the undersigned, SOLECTRON FUNDING CORPORATION, a 
Delaware corporation (the "INITIAL PURCHASER"), promises to pay to [NAME 
OF ORIGINATOR], a [California] [Delaware] corporation (the 
"ORIGINATOR"), on the terms and subject to the conditions set forth 
herein and in the Purchase and Sale Agreement referred to below, the 
aggregate unpaid Purchase Price of all Receivables and Related Assets 
purchased and to be purchased by the Initial Purchaser pursuant to the 
Purchase and Sale Agreement (subject to adjustment pursuant to Section 
1.8 of such Purchase and Sale Agreement).  

1.  PURCHASE AND SALE AGREEMENT.  This Non-Negotiable Promissory Note 
(this "NOTE") is the "Initial Purchaser Note" described in, and is 
subject to the terms and conditions set forth in, that certain Purchase 
and Sale Agreement, dated as of September 17, 1997 (as the same may be 
amended, amended and restated, or otherwise modified in accordance with 
its terms, the "PURCHASE AND SALE AGREEMENT"), among the Originator, the 
other "Originator" referred to therein, Solectron Corporation, as 
Servicer and Guarantor, and the Initial Purchaser.  Reference is hereby 
made to the Purchase and Sale Agreement for a statement of certain other 
rights and obligations of the Initial Purchaser and the Originator.  In 
the case of any conflict or inconsistency between the terms of this Note 
and the terms of the Purchase and Sale Agreement, the terms of the 
Purchase and Sale Agreement shall control.

2.  DEFINITIONS.  Capitalized terms used (but not defined) herein have 
the meanings ascribed thereto in the Purchase and Sale Agreement.  In 
addition, as used herein, the following terms have the following 
meanings:

"FINAL MATURITY DATE" means the date that falls ninety one (91) days 
after the later of (x) the Purchase and Sale Termination Date and (y) 
the date all amounts due to the Issuer, the Administrator, any 
Indemnified Party or any Affected Person under the Receivables Purchase 
Agreement have been paid in full.

"JUNIOR LIABILITIES" means all obligations of the Initial Purchaser to 
the Originator under this Note.

"SENIOR AGENT" means the Administrator.

"SENIOR INTERESTS" means (a) the undivided percentage ownership 
interests acquired by the Issuer pursuant to the Receivables Purchase 
Agreement and (b) all obligations of the Initial Purchaser to the Senior 
Interest Holders, howsoever created, arising or evidenced, whether 
direct or indirect, absolute or contingent, now or hereafter existing, 
or due or to become due on or before the Final Maturity Date.

"SENIOR INTEREST HOLDERS" means, collectively, the Issuer, the 
Administrator, and the other Affected Persons and Indemnified Parties.

"SUBORDINATION PROVISIONS" means, collectively, CLAUSES (a) through (k) 
of Section 7 hereof.

3.  INTEREST.  Subject to the Subordination Provisions, the Initial 
Purchaser promises to pay interest on the aggregate unpaid principal 
amount of this Note outstanding on each day (a) prior to the final 
payment in full and in cash of the Senior Interests, at a variable rate 
PER ANNUM equal to the Discount Rate Percentage, determined as of the 
then most recent Payment Date, and (b) after such final payment, at a 
variable rate PER ANNUM equal to the Base Rate, as determined by the 
Servicer.

4.  INTEREST PAYMENT DATES.  Subject to the Subordination Provisions, 
the Initial Purchaser shall pay accrued interest on this Note on June 1 
and November 1 of each calendar year and on the Final Maturity Date (or, 
if any such day is not a Business Day, the next succeeding Business 
Day).  The Initial Purchaser also shall pay accrued interest on the 
principal amount of each prepayment hereof on the date of each such 
prepayment.

5.  BASIS OF COMPUTATION.  Interest accrued hereunder shall be computed 
for the actual number of days elapsed on the basis of a 360-day year.

6.  PRINCIPAL PAYMENT DATES.  Subject to the Subordination Provisions, 
any unpaid principal of this Note shall be paid on the Final Maturity 
Date (or, if such date is not a Business Day, the next succeeding 
Business Day).  Subject to the Subordination Provisions, the principal 
amount of and accrued interest on this Note may be prepaid on any 
Business Day without premium or penalty.

7.  SUBORDINATION PROVISIONS.  The Initial Purchaser covenants and 
agrees, and the [name of Originator], by its acceptance of this Note, 
likewise covenants and agrees, that the payment of all Junior 
Liabilities is hereby expressly subordinated in right of payment to the 
payment and performance of the Senior Interests to the extent and in the 
manner set forth in the following clauses of this SECTION 7:

   (a)  No payment or other distribution of the Initial Purchaser's 
assets of any kind or character, whether in cash, securities, or other 
rights or property, shall be made on account of this Note except to the 
extent such payment or other distribution is permitted under (i) clause 
(m) of Exhibit IV to the Receivables Purchase Agreement and (ii) SECTION 
4 or SECTION 6 of this Note;

   (b)  (i)  In the event of any Insolvency Proceeding with respect to 
the Initial Purchaser, and (ii) on and after the occurrence of the 
Purchase and Sale Termination Date, the Senior Interests shall first be 
paid and performed in full and in cash before each Originator shall be 
entitled to receive and to retain any payment or distribution in respect 
of the Junior Liabilities.  In order to implement the foregoing: (x) all 
payments and distributions of any kind or character in respect of the 
Junior Liabilities to which the Originator would be entitled except for 
this SUBSECTION 7(b) shall be made directly to the Senior Agent (for the 
benefit of the Senior Interest Holders); and (y) the Originator hereby 
irrevocably agrees that the Issuer (or the Senior Agent acting on its 
behalf), in the name of the Originator or otherwise, may demand, sue 
for, collect, receive and receipt for any and all such payments or 
distributions, and file, prove and vote or consent in any such 
Insolvency Proceeding with respect to any and all claims of the 
Originator relating to the Junior Liabilities, in each case until the 
Senior Interests shall have been paid and performed in full and in cash.

   (c)  In the event that the Originator receives any payment or other 
distribution of any kind or character from the Initial Purchaser or from 
any other source whatsoever in respect of the Junior Liabilities, other 
than as expressly permitted by the terms of this Note, such payment or 
other distribution shall be received in trust for the Senior Interest 
Holders and shall be turned over by the Originator to the Senior Agent 
(for the benefit of the Senior Interest Holders) forthwith.  All 
payments and distributions received by the Senior Agent in respect of 
this Note, to the extent received in or converted into cash, may be 
applied by the Senior Agent (for the benefit of the Senior Interest 
Holders) first to the payment of any and all reasonable expenses 
(including, without limitation, reasonable attorneys' fees and other 
legal expenses) paid or incurred by the Senior Agent or the Senior 
Interest Holders in enforcing these Subordination Provisions, or in 
endeavoring to collect or realize upon the Junior Liabilities, and any 
balance thereof shall, solely as between the Originator and the Senior 
Interest Holders, be applied by the Senior Agent toward the payment of 
the Senior Interests in a manner determined by the Senior Agent to be in 
accordance with the Receivables Purchase Agreement; but as between the 
Initial Purchaser and its creditors, no such payments or distributions 
of any kind or character shall be deemed to be payments or distributions 
in respect of the Senior Interests.

   (d)  Upon the final payment in full and in cash of all Senior 
Interests, the Originator shall be subrogated to the rights of the 
Senior Interest Holders to receive payments or distributions from the 
Initial Purchaser that are applicable to the Senior Interests until the 
Junior Liabilities are paid in full.

   (e)  These Subordination Provisions are intended solely for the 
purpose of defining the relative rights of the Originator, on the one 
hand, and the Senior Interest Holders, on the other hand.  Nothing 
contained in the Subordination Provisions or elsewhere in this Note is 
intended to or shall impair, as between the Initial Purchaser, its 
creditors (other than the Senior Interest Holders) and the Originator, 
the Initial Purchaser's obligation, which is unconditional and absolute, 
to pay the Junior Liabilities as and when the same shall become due and 
payable in accordance with the terms hereof and of the Purchase and Sale 
Agreement or to affect the relative rights of such Originator and 
creditors of the Initial Purchaser (other than the Senior Interest 
Holders).

   (f)  The Originator shall not, until the Senior Interests have been 
finally paid and performed in full and in cash, (i) cancel, waive, 
forgive, transfer or assign, or commence legal proceedings to enforce or 
collect, or subordinate to, any obligation of the Initial Purchaser, 
howsoever created, arising or evidenced, whether direct or indirect, 
absolute or contingent, or now or hereafter existing, or due or to 
become due, (other than as permitted by this Note) or (ii) convert the 
Junior Liabilities into an equity interest in the Initial Purchaser, 
unless, in the case of each of CLAUSES (i) and (ii) above, the 
Originator shall have received the prior written consent of the 
Administrator in each case.

   (g)  The Originator shall not, without the advance written consent of 
the Administrator, commence, or join with any other Person in 
commencing, any Insolvency Proceedings with respect to the Initial 
Purchaser until at least one year and one day shall have passed since 
the Senior Interests shall have been finally paid and performed in full 
and in cash.

   (h)  If, at any time, any payment (in whole or in part) made with 
respect to any Senior Interest is rescinded or must be restored or 
returned by a Senior Interest Holder (whether in connection with any 
Insolvency Proceedings or otherwise), these Subordination Provisions 
shall continue to be effective or shall be reinstated, as the case may 
be, as though such payment had not been made.

   (i)  Each of the Senior Interest Holders may, from time to time, at 
its sole discretion, without notice to the Originator, and without 
waiving any of its rights under these Subordination Provisions, take any 
or all of the following actions:  (i) retain or obtain an interest in 
any property to secure any of the Senior Interests; (ii) retain or 
obtain the primary or secondary obligations of any other obligor or 
obligors with respect to any of the Senior Interests; (iii) extend or 
renew for one or more periods (whether or not longer than the original 
period), alter or exchange any of the Senior Interests, or release or 
compromise any obligation of any nature with respect to any of the 
Senior Interests; (iv) amend, supplement, or otherwise modify any 
Transaction Document; and (v) release its security interest in, or 
surrender, release or permit any substitution or exchange for all or any 
part of any rights or property securing any of the Senior Interests, or 
extend or renew for one or more periods (whether or not longer than the 
original period), or release, compromise, alter or exchange any 
obligations of any nature of any obligor with respect to any such rights 
or property.

   (j)  The Originator hereby waives:  (i) notice of acceptance of these 
Subordination Provisions by any of the Senior Interest Holders; 
(ii) notice of the existence, creation, non-payment or non-performance 
of all or any of the Senior Interests; and (iii) all diligence in 
enforcement, collection or protection of, or realization upon the Senior 
Interests, or any thereof, or any security therefor.

   (k)  These Subordination Provisions constitute a continuing offer 
from the Initial Purchaser to all Persons who become the holders of, or 
who continue to hold, Senior Interests; and these Subordination 
Provisions are made for the benefit of the Senior Interest Holders, and 
the Senior Agent may proceed to enforce such provisions on behalf of 
each of such Persons.

8.  AMENDMENTS, ETC.  No failure or delay on the part of the Originator, 
the Senior Agent or the Senior Interest Holders in exercising any power 
or right hereunder shall operate as a waiver thereof, nor shall any 
single or partial exercise of any such power or right preclude any other 
or further exercise thereof or the exercise of any other power or right. 
 No amendment, modification or waiver of, or consent with respect to, 
any provision of this Note shall in any event be effective unless 
(a) the same shall be in writing and signed and delivered by the Initial 
Purchaser and the Originator and the Senior Agent, and (b) all consents 
required for such actions under the Transaction Documents shall have 
been received by the appropriate Persons.

9.  LIMITATION ON INTEREST.  Notwithstanding anything in this Note to 
the contrary, the Initial Purchaser shall never be required to pay 
unearned interest on any amount outstanding hereunder, and shall never 
be required to pay interest on the principal amount outstanding 
hereunder, at a rate in excess of the maximum interest rate that may be 
contracted for, charged or received without violating applicable federal 
or state law.  

10.  NO NEGOTIATION.  This Note is not negotiable.

11.  GOVERNING LAW.  THIS NOTE SHALL GOVERNED BY, AND CONSTRUED IN 
ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA (WITHOUT GIVING 
EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF).

12.  CAPTIONS.  Paragraph captions used in this Note are provided solely 
for convenience of reference only and shall not affect the meaning or 
interpretation of any provision of this Note.

IN WITNESS WHEREOF, the undersigned has caused this Note to be executed 
by its officer thereunto duly authorized on the date first above 
written.



                                    SOLECTRON FUNDING CORPORATION,
                                    a Delaware corporation


                                    By:
                                    Title: