EXHIBIT 10.15b









                     RECEIVABLES PURCHASE AGREEMENT


                                  among


                     SOLECTRON FUNDING CORPORATION,
                               as Seller,

                          SOLECTRON CORPORATION,
                       individually and as Servicer,


                     RECEIVABLES CAPITAL CORPORATION,
                                as Issuer

                                   and

         BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,
                            as Administrator


                     Dated as of September 17, 1997







<PAGE>
                            TABLE OF CONTENTS

                                                                  PAGE

ARTICLE I     AMOUNTS AND TERMS OF THE PURCHASES

Section 1.1   Purchase Facility                                   -1-
Section 1.2   Making Purchases                                    -2-
Section 1.3   Purchased Interest Computation                      -3-
Section 1.4   Settlement Procedures                               -3-
Section 1.5   Fees                                                -6-
Section 1.6   Payments and Computations, Etc.                     -6-
Section 1.7   Dividing or Combining Portions of the Capital of
              the Purchased Interest                              -7-
Section 1.8   Increased Costs                                     -7-
Section 1.9   Additional Discount on Portions of Purchased 
              Interest Bearing a Eurodollar Rate                  -7-
Section 1.10  Requirements of Law                                 -8-
Section 1.11  Inability to Determine Eurodollar Rate              -9-

ARTICLE II    REPRESENTATIONS AND WARRANTIES; COVENANTS;
              TERMINATION EVENTS

Section 2.1   Representations and Warranties; Covenants           -9-
Section 2.2   Termination Events                                  -9-

ARTICLE III   INDEMNIFICATION

Section 3.1   Indemnities by the Seller                          -10-
Section 3.2   Indemnities by the Servicer                        -11-
Section 3.3   Contribution                                       -12-

ARTICLE IV    ADMINISTRATION AND COLLECTIONS

Section 4.1   Appointment of Servicer                            -12-
Section 4.2   Duties of Servicer                                 -13-
Section 4.3   Lock-Box Arrangements                              -14-
Section 4.4   Enforcement Rights                                 -15-
Section 4.5   Responsibilities of the Seller and Servicer        -15-
Section 4.6   Servicing Fee                                      -16-

ARTICLE V     MISCELLANEOUS

Section 5.1   Amendments, Etc.                                   -16-
Section 5.2   Notices, Etc.                                      -16-
Section 5.3   Assignability                                      -17-
Section 5.4   Costs, Expenses and Taxes                          -17-
Section 5.5   No Proceedings; Limitation on Payments             -18-
Section 5.6   Confidentiality                                    -18-
Section 5.7   GOVERNING LAW AND JURISDICTION                     -18-
Section 5.8   Execution in Counterparts                          -19-
Section 5.9   Survival of Termination                            -19-
Section 5.10  WAIVER OF JURY TRIAL                               -19-
Section 5.11  Entire Agreement                                   -20-
Section 5.12  Headings                                           -20-
Section 5.13  Issuer's Liabilities                               -20-
Section 5.14  Purchase and Sale Agreement                        -20-


EXHIBIT I     DEFINITIONS

EXHIBIT II    CONDITIONS OF PURCHASES

EXHIBIT III   REPRESENTATIONS AND WARRANTIES

EXHIBIT IV    COVENANTS

EXHIBIT V     TERMINATION EVENTS

SCHEDULE I    CREDIT AND COLLECTION POLICY

SCHEDULE II   LOCK-BOX BANKS AND LOCK-BOX ACCOUNTS

SCHEDULE III  TRADE NAMES

ANNEX A       FORM OF LOCK-BOX AGREEMENT


<PAGE>
                     RECEIVABLES PURCHASE AGREEMENT

This RECEIVABLES PURCHASE AGREEMENT (this "AGREEMENT") is entered into 
as of September 17, 1997 among SOLECTRON FUNDING CORPORATION, a Delaware 
corporation, as seller (the "SELLER"), SOLECTRON CORPORATION, a Delaware 
corporation, in its individual capacity ("SOLECTRON") and as initial 
Servicer (in such capacity, together with its successors and permitted 
assigns in such capacity, the "SERVICER"), RECEIVABLES CAPITAL 
CORPORATION, a Delaware corporation (together with its successors and 
permitted assigns, the "ISSUER"), and BANK OF AMERICA NATIONAL TRUST AND 
SAVINGS ASSOCIATION, a national banking association, as administrator 
(in such capacity, together with its successors and assigns in such 
capacity, the "ADMINISTRATOR") for the Issuer pursuant to an agreement 
between the Issuer and the Administrator.

PRELIMINARY STATEMENTS.  Certain terms that are capitalized and used 
throughout this Agreement are defined in EXHIBIT I to this Agreement.  
References in the Exhibits hereto to "the Agreement"  or "this 
Agreement" refer to this Agreement, as amended, amended and restated, 
modified or supplemented from time to time.

The Seller desires to sell, transfer and assign an undivided variable 
percentage interest in a pool of receivables, and the Issuer desires to 
acquire such undivided variable percentage interest, as such percentage 
interest shall be adjusted from time to time based upon, in part, 
reinvestment payments which are made by the Issuer and additional 
incremental payments made to the Seller.

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.  PURCHASE FACILITY (a) On the terms and conditions 
hereinafter set forth, the Issuer hereby agrees to purchase and make 
reinvestments in the Purchased Interest from the Seller from time to 
time during the period from the date hereof to the Facility Termination 
Date; PROVIDED, that nothing herein shall be deemed or construed as a 
commitment by the Issuer to fund the purchase or reinvestment with 
regard to the Purchased Interest through the issuance of Notes, and it 
is hereby expressly acknowledged and agreed that such funding is, and 
shall continue to be, wholly discretionary on the part of the Issuer.  
Under no circumstances shall the Issuer make any such purchase or 
reinvestment if after giving effect to such purchase or reinvestment the 
aggregate outstanding Capital of the Purchased Interest would exceed the 
Purchase Limit. 

   (b)  The Seller may, upon at least 5 days' notice to the 
Administrator, terminate the purchase facility provided in this SECTION 
1 in whole or, from time to time, irrevocably reduce in part the unused 
portion of the Purchase Limit; PROVIDED that each partial reduction 
shall be in the amount of at least $5,000,000 or an integral multiple of 
$1,000,000 in excess thereof.

Section 1.2.  MAKING PURCHASES.  (a) Each purchase (but not 
reinvestments) of undivided ownership interests with regard to the 
Purchased Interest hereunder shall be made upon the Seller's irrevocable 
written notice delivered to the Administrator in accordance with 
SECTION 5.2 (which notice must be received by the Administrator prior to 
11:00 a.m., San Francisco time) (i) three Business Days prior to the 
requested purchase date, in the case of a purchase to be funded at the 
Alternate Rate and based on the Eurodollar Rate, (ii) one Business Day 
prior to the requested purchase date, in the case of a purchase to be 
funded at the Alternate Rate and based on the Base Rate and (iii) one 
Business Day prior to the requested purchase date, in the case of a 
purchase to be funded at the CP Rate, which notice shall specify (A) the 
amount requested to be paid to the Seller (such amount, which shall not 
be less than $5,000,000, being the "CAPITAL" relating to the undivided 
ownership interest then being purchased), (B) the date of such purchase 
(which shall be a Business Day) and (C) the desired funding basis for 
such purchase (which shall be either the Alternate Rate or the CP Rate) 
and (unless such purchase shall be funded at the CP Rate) the duration 
of the initial Fixed Period(s) for such purchase.  If such terms relate 
to the CP Rate, the Administrator shall promptly thereafter notify the 
Seller whether such terms are acceptable to the Issuer.  If the 
Administrator notifies the Seller that such terms relating to the CP 
Rate are unacceptable to the Issuer due to market conditions, then the 
Seller shall be deemed to have requested that the purchase be funded at 
the Alternate Rate and based on the Base Rate.

   (b)  On the date of each purchase (but not reinvestment) of undivided 
ownership interests with regard to the Purchased Interest hereunder, the 
Issuer shall, upon satisfaction of the applicable conditions set forth 
in EXHIBIT II hereto, make available to the Seller in same day funds, at 
Bank of America National Trust and Savings Association, account # 
1233056289, an amount equal to the Capital relating to the undivided 
ownership interest then being purchased.

   (c)  Effective on the date of each purchase pursuant to this 
SECTION 1.2 and each reinvestment pursuant to SECTION 1.4, the Seller 
hereby sells and assigns to the Issuer an undivided percentage ownership 
interest in all its right, title and interest in (i) each Pool 
Receivable then existing, (ii) all Related Security with respect to such 
Pool Receivables, and (iii) Collections with respect to, and other 
proceeds of, such Pool Receivables and Related Security; provided that 
the foregoing shall not include any Excluded Property.

   (d)  To secure all of the Seller'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, the Seller 
hereby grants to the Administrator, for its benefit and the benefit of 
the Issuer, a security interest in all of the Seller's right, title and 
interest (including without limitation any undivided interest of the 
Seller) in, to and under all of the following, whether now or hereafter 
owned, existing or arising (A) all Pool Receivables, (B) all Related 
Security with respect to each such Pool Receivable, (C) all Collections 
with respect to each such Receivable, (D) the Lock-Box Accounts and any 
related deposit accounts and post office boxes and all amounts on 
deposit therein and all certificates and instruments, if any, from time 
to time evidencing such Lock-Box Accounts, related deposit accounts and 
post office boxes and amounts held or on deposit therein, and (E) all 
proceeds of, and all amounts received or receivable under any or all of, 
the foregoing; provided that the foregoing shall not include any 
Excluded Property.  The Administrator and the Issuer shall have, with 
respect to the property described in this SECTION 1.2(d), and in 
addition to all the other rights and remedies available to the 
Administrator and the Issuer, all the rights and remedies of a secured 
party under any applicable UCC.

Section 1.3.  PURCHASED INTEREST COMPUTATION. The Purchased Interest 
shall be initially computed on the date of the initial purchase 
hereunder.  Thereafter until the Termination Date, the Purchased 
Interest shall be automatically recomputed (or deemed to be recomputed) 
on each Business Day other than a Termination Day.  The Purchased 
Interest, as computed (or deemed recomputed) as of the day immediately 
preceding the Termination Date, shall thereafter remain constant.  
Notwithstanding the preceding sentence, the Purchased Interest shall 
become zero when the Capital thereof and Discount thereon shall have 
been paid in full, all the amounts owed by the Seller hereunder to the 
Issuer, the Administrator, and any other Indemnified Party or Affected 
Person, are paid in full and the Servicer shall have received the 
accrued Servicing Fee thereon.

Section 1.4.  SETTLEMENT PROCEDURES.  (a) Collection of the Pool 
Receivables shall be administered by the Servicer in accordance with the 
terms of this Agreement.  The Seller shall provide to the Servicer on a 
timely basis all information needed for such administration, including 
notice of the occurrence of any Termination Day and current computations 
of the Purchased Interest.

   (b)  The Servicer shall, on each day on which Collections of Pool 
Receivables are received (or deemed received) by the Seller or Servicer 
or an Originator (including pursuant to Section 1.7 of the Purchase and 
Sale Agreement):

      (i)  set aside and hold in trust (and, at the request of the 
Administrator, segregate) for the Issuer, out of the percentage of such 
Collections represented by the Purchased Interest, FIRST an amount equal 
to the Discount accrued through such day for each Portion of Capital and 
not previously set aside and SECOND, to the extent funds are available 
therefor, an amount equal to the Servicing Fee accrued through such day 
for the Purchased Interest and not previously set aside; and

     (ii)  subject to SECTION 1.4(f), if such day is not a Termination 
Day, remit to the Seller, on behalf of the Issuer, the remainder of the 
percentage of such Collections, represented by the Purchased Interest, 
to the extent representing a return of Capital; such Collections shall 
be automatically deemed reinvested in Pool Receivables, and in the 
Related Security and Collections and other proceeds with respect 
thereto, and the Purchased Interest shall be automatically recomputed 
pursuant to SECTION 1.3;

    (iii)  if such day is a Termination Day, set aside, segregate and 
hold in trust for the Issuer the entire remainder of the percentage of 
the Collections represented by the Purchased Interest; PROVIDED that if 
amounts are set aside and held in trust on any Termination Day and 
thereafter, the conditions set forth in SECTION 2 of EXHIBIT II are 
satisfied or are waived by the Administrator, such previously set aside 
amounts shall, to the extent representing a return of Capital, be 
reinvested in accordance with the preceding PARAGRAPH (ii) on the day of 
such subsequent satisfaction or waiver of conditions; and

     (iv)  during such times as amounts are required to be reinvested in 
accordance with the foregoing PARAGRAPH (ii) or the proviso to PARAGRAPH 
(iii), release to the Seller (subject to SECTION 1.4(f)) for its own 
account any Collections in excess of (x) such amounts, (y) the amounts 
that are required to be set aside pursuant to PARAGRAPH (i) above and 
(z) any other obligations of the Seller hereunder which are then due and 
owing.

   (c)  The Servicer shall deposit into the Administration Account, on 
the last day of each Settlement Period relating to a Portion of Capital 
(or at such other times as the Administrator shall require upon the 
occurrence and during the continuation of (i)any Unmatured Termination 
Event or Termination Event or (ii) at any time when the Rated Long Term 
Debt of Solectron is not rated at least Investment Grade, any event that 
materially and adversely affects the Servicer's ability to perform its 
obligations hereunder or the collectibility of the Receivables), 
Collections held for the Issuer pursuant to SECTION 1.4(b)(i) or SECTION 
1.4(f) with respect to such Portion of Capital and the lesser of (x) the 
amount of Collections then held for the Issuer pursuant to SECTION 
1.4(b)(iii) and (y) such Portion of Capital.

   (d)	Upon receipt of funds deposited into the Administration Account 
pursuant to SECTION 1.4(c) with respect to any Portion of Capital, the 
Administrator shall cause such funds to be distributed as follows:

      (i)  if such distribution occurs on a day that is not a 
Termination Day, FIRST to the Issuer (x) in payment in full of all 
accrued Discount with respect to such Portion of Capital and (y) as a 
reduction of such Portion of Capital pursuant to SECTION 1.4(f), if 
applicable, and SECOND, from amounts set aside in respect of the 
Servicing Fee pursuant to SECTION 1.4(b)(i), to the Servicer (payable in 
arrears on the last day of each calendar month) in payment in full of 
accrued Servicing Fees so set aside with respect to such Portion of 
Capital; and

     (ii)  if such distribution occurs on a Termination Day, FIRST to 
the Issuer in payment in full of all accrued Discount with respect to 
such Portion of Capital, SECOND to the Issuer in payment in full of such 
Portion of Capital, THIRD, if the Servicer is not Solectron or an 
Affiliate thereof, to the Servicer in payment in full of all accrued 
Servicing Fees with respect to such Portion of Capital, FOURTH, if the 
Capital and accrued Discount with respect to each Portion of Capital has 
been reduced to zero, and all accrued Servicing Fees payable to the 
Servicer (if other than Solectron or an Affiliate thereof) have been 
paid in full, to the Issuer, the Administrator and any other Indemnified 
Party or Affected Person in payment in full of any other amounts owed 
thereto by the Seller hereunder and then to the Servicer (if Solectron 
or an Affiliate thereof) in payment in full of all accrued Servicing 
Fees.

After the Capital and Discount and Servicing Fees with respect to the 
Purchased Interest, and any other amounts payable by the Seller to the 
Issuer, the Administrator or any other Indemnified Party or Affected 
Person hereunder, have been paid in full, all additional Collections 
with respect to the Purchased Interest shall be paid to the Seller for 
its own account.

   (e)  For the purposes of this SECTION 1.4:

      (i)  if on any day the Outstanding Balance of any Pool 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 the Seller, or any setoff or dispute between the Seller and an 
Obligor, the Seller shall be deemed to have received on such day a 
Collection of such Pool Receivable in the amount of such reduction or 
adjustment;

     (ii)  if on any day any of the representations or warranties in 
PARAGRAPHS (h) or (o) of EXHIBIT III is not true with respect to any 
Pool Receivable, the Seller shall be deemed to have received on such day 
a Collection of such Pool Receivable in full;

    (iii)  except as provided in PARAGRAPH (i) or (ii) of this 
SECTION 1.4(e), or as otherwise required by applicable law or the 
relevant Contract, all Collections received from an Obligor of any 
Receivable shall be applied to the 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

     (iv)  if and to the extent the Administrator or the Issuer 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 Seller 
and, accordingly, the Administrator or the Issuer, as the case may be, 
shall have a claim against the Seller for such amount, payable 
immediately.

   (f)  except for reductions in connection with the division or 
combination of Portions of Capital pursuant to SECTION 1.7 hereof, if at 
any time the Seller shall wish to cause the reduction of a Portion of 
Capital (but not to commence the liquidation, or reduction to zero, of 
the entire Capital of the Purchased Interest), the Seller may do so as 
follows:

      (i)  the Seller shall give the Administrator at least five 
Business Days' prior written notice thereof (including the amount of 
such proposed reduction and the proposed date on which such reduction 
will commence),

     (ii)  on the proposed date of commencement of such reduction and on 
each day thereafter, the Servicer shall cause Collections with respect 
to such Portion of Capital  not to be reinvested pursuant to SECTION 
1.4(b)(ii) until the amount thereof not so reinvested shall equal the 
desired amount of reduction, and

    (iii)  the Servicer shall hold such Collections in trust for the 
Issuer, for payment to the Administrator on the last day of the current 
Settlement Period relating to such Portion of Capital, and the 
applicable Portion of Capital shall be deemed reduced in the amount to 
be paid to the Administrator only when in fact finally so paid;

provided that,

          A.  the amount of any such reduction shall be not less than 
$1,000,000 and shall be an integral multiple of $100,000, and the entire 
Capital of the Purchased Interest after giving effect to such reduction 
shall be not less than $10,000,000 and shall be in an integral multiple 
of $1,000,000,

          B.  the Seller shall choose a reduction amount, and the date 
of commencement thereof, so that to the extent practicable such 
reduction shall commence and conclude in the same Fixed Period, and

          C.  if two or more Portions of Capital shall be outstanding at 
the time of any proposed reduction, such proposed reduction shall be 
applied, unless the Seller shall otherwise specify in the notice given 
pursuant to SECTION 1.4(f)(i), to the Portion of Capital with the 
shortest remaining Fixed Period.

Section 1.5.  Fees.  The Seller shall pay to the Administrator certain 
fees in the amounts and on the dates set forth in a letter dated 
September 17, 1997 between the Seller and the Administrator delivered 
pursuant to SECTION 1 of EXHIBIT II, as such letter agreement may be 
amended, amended and restated or otherwise modified from time to time.

Section 1.6.  PAYMENTS AND COMPUTATIONS, ETC.  (a)  All amounts to be 
paid or deposited by the Seller or the Servicer hereunder shall be paid 
or deposited no later than 11:00 a.m. (San Francisco time) on the day 
when due in same day funds in United States dollars to 
the Administration Account.  All amounts received after 11:00 a.m. (San 
Francisco time) will be deemed to have been received on the immediately 
succeeding Business Day.

   (b)  The Seller shall, to the extent permitted by law, pay interest 
on any amount not paid or deposited by the Seller (whether as Servicer 
or otherwise) when due hereunder, at an interest rate equal to 2.0% PER 
ANNUM above the Base Rate, payable on demand.

   (c)  All computations of interest under SUBSECTION (b) above and all 
computations of Discount, fees, and other amounts hereunder shall be 
made on the basis of a year of 360 days for the actual number of 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.

Section 1.7.  DIVIDING OR COMBINING PORTIONS OF THE CAPITAL OF THE 
PURCHASED INTEREST.  The Seller may, on the last day of any Fixed 
Period, either (i) divide the Capital of the Purchased Interest into two 
or more portions (each, a "PORTION OF CAPITAL") equal, in aggregate, to 
the Capital of the Purchased Interest, PROVIDED that after giving effect 
to such division the amount of each such Portion of Capital shall not be 
less than $5,000,000, or (ii) combine any two or more Portions of 
Capital outstanding on such last day and having Fixed Periods ending on 
such last day into a single Portion of Capital equal to the aggregate of 
the Capital of such Portions of Capital.

Section 1.8.  INCREASED COSTS.  (a) If the Administrator, the Issuer, 
any Purchaser, any other Program Support Provider or any of their 
respective Affiliates (each an "AFFECTED PERSON") determines that the 
existence of or compliance with (i) any law or regulation or any change 
therein or in the interpretation or application thereof, in each case 
adopted, issued or occurring after the date hereof or (ii) any request, 
guideline or directive from any central bank or other Governmental 
Authority (whether or not having the force of law) issued or occurring 
after the date of this Agreement affects or would affect the amount of 
capital required or expected to be maintained by such Affected Person 
and such Affected Person determines that the amount of such capital is 
increased by or based upon the existence of any commitment to make 
purchases of or otherwise to maintain the investment in Pool Receivables 
related to this Agreement or any related liquidity facility or credit 
enhancement facility and other commitments of the same type, then, upon 
demand by such Affected Person (with a copy to the Administrator), the 
Seller shall immediately pay to the Administrator, for the account of 
such Affected Person, from time to time as specified by such Affected 
Person, additional amounts sufficient to compensate such Affected Person 
in the light of such circumstances, to the extent that such Affected 
Person reasonably determines such increase in capital to be allocable to 
the existence of any of such commitments.  A certificate as to such 
amounts submitted to the Seller and the Administrator by such Affected 
Person shall be conclusive and binding for all purposes, absent manifest 
error.

   (b)  If, due to either (i) the introduction of or any change (other 
than any change by way of imposition or increase of reserve requirements 
referred to in SECTION 1.9) in or in the interpretation of any law or 
regulation or (ii) compliance with any guideline or request from any 
central bank or other Governmental Authority (whether or not having the 
force of law), there shall be any increase in the cost to any Affected 
Person of agreeing to purchase or purchasing, or maintaining the 
ownership of the Purchased Interest in respect of which Discount is 
computed by reference to the Eurodollar Rate, then, upon demand by such 
Affected Person, the Seller shall immediately pay to such Affected 
Person, from time to time as specified, additional amounts sufficient to 
compensate such Affected Person for such increased costs. A certificate 
as to such amounts submitted to the Seller by such Affected Person shall 
be conclusive and binding for all purposes, absent manifest error.

Section 1.9.  ADDITIONAL DISCOUNT ON PORTIONS OF PURCHASED INTEREST 
BEARING A EURODOLLAR RATE.  The Seller shall pay to any Affected Person, 
so long as such Affected Person shall be required under regulations of 
the Board of Governors of the Federal Reserve System to maintain 
reserves with respect to liabilities or assets consisting of or 
including Eurocurrency Liabilities, additional Discount on the unpaid 
Capital of the applicable Portion of Capital during each Fixed Period in 
respect of which Discount is computed by reference to the Eurodollar 
Rate, for such Fixed Period, at a rate per annum equal at all times 
during such Fixed Period to the remainder obtained by subtracting (i) 
the Eurodollar Rate for such Fixed Period from (ii) the rate obtained by 
dividing such Eurodollar Rate referred to in clause (i) above by that 
percentage equal to 100% minus the Eurodollar Reserve Percentage for 
such Fixed Period, payable on each date on which Discount is payable on 
the applicable Portion of Capital.  Such additional Discount shall be 
determined by the Affected Person and notified to the Seller through the 
Administrator within 60 days after any Discount payment is made with 
respect to which such additional Discount is requested.  A certificate 
as to such additional Discount submitted to the Seller by the Affected 
Person shall be conclusive and binding for all purposes, absent manifest 
error.

Section 1.10.  REQUIREMENTS OF LAW.  In the event that any Affected 
Person determines that the existence of or compliance with (a) any law 
or regulation or any change therein or in the interpretation or 
application thereof, in each case adopted, issued or occurring after the 
date hereof or (b) any request, guideline or directive from any central 
bank or other Governmental Authority (whether or not having the force of 
law) issued or occurring after the date of this Agreement:

      (i)  does or shall subject such Affected Person to any tax of any 
kind whatsoever with respect to this Agreement, any increase in the 
Purchased Interest or in the amount of Capital relating thereto, or does 
or shall change the basis of taxation of payments to such Affected 
Person on account of Collections, Discount or any other amounts payable 
hereunder (excluding taxes imposed on the overall net income of such 
Affected Person, and franchise taxes imposed on such Affected Person, by 
the jurisdiction under the laws of which such Affected Person is 
organized or has a lending office or a political subdivision thereof);

     (ii)  does or shall impose, modify or hold applicable any reserve, 
special deposit, compulsory loan or similar requirement against assets 
held by, or deposits or other liabilities in or for the account of, 
purchases, advances or loans by, or other credit extended by, or any 
other acquisition of funds by, any office of such Affected Person which 
are not otherwise included in the determination of the Eurodollar Rate 
or the Base Rate hereunder; or

    (iii)  does or shall impose on such Affected Person any other 
condition;

and the result of any of the foregoing is (x) to increase the cost to 
such Affected Person of acting as Administrator, or of agreeing to 
purchase or purchasing or maintaining the ownership of undivided 
ownership interests with regard to the Purchased Interest (or interests 
therein) or any Portion of Capital in respect of which Discount is 
computed by reference to the Eurodollar Rate or the Base Rate or (y) to 
reduce any amount receivable hereunder (whether directly or indirectly) 
funded or maintained by reference to the Eurodollar Rate or the Base 
Rate, then, in any such case, upon demand by such Affected Person the 
Seller shall promptly pay such Affected Person any additional amounts 
necessary to compensate such Affected Person for such increased cost or 
reduced amount receivable.  All such amounts shall be payable as 
incurred.  A certificate from such Affected Person to the Seller 
certifying, in reasonably specific detail, the basis for, calculation 
of, and amount of such increased costs or reduced amount receivable 
shall be conclusive in the absence of manifest error; PROVIDED, however, 
that no Affected Person shall be required to disclose any confidential 
or tax planning information in any such certificate.

Section 1.11.  INABILITY TO DETERMINE EURODOLLAR RATE.  In the event 
that the Administrator shall have determined prior to the first day of 
any Fixed Period (which determination shall be conclusive and binding 
upon the parties hereto) by reason of circumstances affecting the 
interbank Eurodollar market, either (a) dollar deposits in the relevant 
amounts and for the relevant Fixed Period are not available, (b) 
adequate and reasonable means do not exist for ascertaining the 
Eurodollar Rate for such Fixed Period or (c) the Eurodollar Rate 
determined pursuant hereto does not accurately reflect the cost to the 
Issuer (as conclusively determined by the Administrator) of maintaining 
any Portion of Capital during such Fixed Period, the Administrator shall 
promptly give telephonic notice of such determination, confirmed in 
writing, to the Seller prior to the first day of such Fixed Period.  
Upon delivery of such notice (a) no Portion of Capital shall be funded 
thereafter at the Alternate Rate determined by reference to the 
Eurodollar Rate, unless and until the Administrator shall have given 
notice to the Seller that the circumstances giving rise to such 
determination no longer exist, and (b) with respect to any outstanding 
Portions of Capital then funded at the Alternate Rate determined by 
reference to the Eurodollar Rate, such Alternate Rate shall 
automatically be converted to the Alternate Rate determined by reference 
to the Base Rate at the respective last days of the then current Fixed 
Periods relating to such Portions of Capital.


                               ARTICLE II

               REPRESENTATIONS AND WARRANTIES; COVENANTS;
                           TERMINATION EVENTS	

Section 2.1.  REPRESENTATIONS AND WARRANTIES; COVENANTS.  Each of the 
Seller and the Servicer hereby makes the representations and warranties 
set forth in EXHIBIT III, and each of the Seller and the Servicer hereby 
agrees to perform and observe the covenants set forth in EXHIBIT IV.

Section 2.2.  TERMINATION EVENTS. If any Termination Event shall occur 
and be continuing, the Administrator may, by notice to the Seller, 
declare the Facility Termination Date to have occurred (in which case 
the Facility Termination Date shall be deemed to have occurred); 
PROVIDED that, automatically upon the occurrence of any event (without 
any requirement for the passage of time or the giving of notice) 
described in SUBSECTION (g) of EXHIBIT V, the Facility Termination Date 
shall occur.  Upon any such declaration, occurrence or deemed occurrence 
of the Facility Termination Date, the Issuer and the Administrator shall 
have, in addition to the rights and remedies which they may have under 
this Agreement or otherwise, all other rights and remedies provided 
after default under the UCC and under other applicable law, which rights 
and remedies shall be cumulative.

                               ARTICLE III

                             INDEMNIFICATION

Section 3.1.  INDEMNITIES BY THE SELLER.  Without limiting any other 
rights that the Administrator or the Issuer or any of their respective 
Affiliates, employees, agents, successors, transferees or assigns (each, 
an "INDEMNIFIED PARTY") may have hereunder or under applicable law, the 
Seller hereby agrees to indemnify each Indemnified Party from and 
against any and all claims, damages, expenses, losses and liabilities 
(including Attorney Costs) (all of the foregoing being collectively 
referred to as "INDEMNIFIED AMOUNTS") arising out of or resulting from 
this Agreement (whether directly or indirectly) or the use of proceeds 
of purchases or reinvestments or the ownership of the Purchased 
Interest, or any interest therein, or in respect of any Receivable or 
any Contract, excluding, however, (a) Indemnified Amounts to the extent 
resulting from gross negligence or willful misconduct on the part of 
such Indemnified Party, or (b) any overall net income taxes or franchise 
taxes imposed on 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, the Seller shall pay on demand to each Indemnified Party any 
and all amounts necessary to indemnify 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 Receivable included in the calculation of 
the Net Receivables Pool Balance as an Eligible Receivable to be an 
Eligible Receivable, the failure of any information contained in a 
Seller Report to be true and correct, or the failure of any other 
information provided to the Issuer or the Administrator 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 the Seller (or any of its officers) under or in 
connection with this Agreement to have been true and correct in all 
respects when made;

    (iii)  the failure by the Seller to comply with any applicable law, 
rule or regulation with respect to any Pool Receivable or the related 
Contract; or the failure of any Pool Receivable or the related Contract 
to conform to any such applicable law, rule or regulation;

     (iv)  the failure to vest (A) in the Issuer a valid and enforceable 
perfected undivided percentage ownership interest, to the extent of the 
Purchased Interest, in the Receivables in, or purporting to be in, the 
Receivables Pool and the Related Security and Collections with respect 
thereto and (B) in the Administrator, on its behalf and on behalf of the 
Issuer, a first priority perfected security interest in the items 
described in SECTION 1.2(d), 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 in, or purporting to be in, the Receivables Pool and the 
Related Security and Collections in respect thereof, whether at the time 
of any purchase or reinvestment or at any subsequent time;

     (vi)  any dispute, claim, offset, billing adjustment or defense of 
the Obligor to the payment of any Receivable in, or purporting to be in, 
the Receivables Pool (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 the Seller or any of its Affiliates acting as Servicer or by any 
agent or independent contractor retained by the Seller or any of its 
Affiliates);

    (vii)  any failure of the Seller 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;

     (ix)  the commingling of any portion of Collections of Pool 
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 reinvestments or the 
ownership of the Purchased Interest or in respect of any Receivable, 
Related Security or Contract; 

     (xi)  any reduction in Capital as a result of the distribution of 
Collections pursuant to SECTION 1.4(d), in the event that all or a 
portion of such distributions shall thereafter be rescinded or otherwise 
must be returned for any reason; or 

    (xii)  any action or omission by the Seller which constitutes or 
results in 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.  INDEMNITIES BY THE SERVICER.  Without limiting any other 
rights that the Administrator or the Issuer or other Indemnified Party 
may have hereunder or under applicable law, the Servicer hereby agrees 
to indemnify each Indemnified Party from and against any and all 
Indemnified Amounts arising out of or resulting from the breach by the 
Servicer of any of the covenants or representations and warranties made 
by it herein or in any other Transaction Document or from the 
negligence, willful misconduct or bad faith of the Servicer in the 
performance of its duties hereunder or under any other Transaction 
Document.

Section 3.3.  CONTRIBUTION.  If for any reason the indemnification 
provided above in this Article III is unavailable to an Indemnified 
Party or is insufficient to hold an Indemnified Party harmless, then the 
Seller or the Servicer, as the case may be, shall contribute to the 
maximum amount payable or paid to such Indemnified Party in such 
proportion as is appropriate to reflect not only the relative benefits 
received by such Indemnified Party on the one hand and the Seller or the 
Servicer, as the case may be, on the other hand, but also the relative 
fault of such Indemnified Party (if any) and the Seller or the Servicer, 
as the case may be, and any other relevant equitable considerations.


                               ARTICLE IV

                     ADMINISTRATION AND COLLECTIONS

Section 4.1.  APPOINTMENT OF SERVICER.  (a) The servicing, administering 
and collection of the Pool Receivables shall be conducted by the Person 
so designated from time to time as Servicer in accordance with this 
SECTION 4.1.  Until the Administrator gives notice to the Seller and the 
Servicer (in accordance with this SECTION 4.1) of the designation of a 
new Servicer, Solectron is hereby designated as, and hereby agrees to 
perform the duties and obligations of, the Servicer pursuant to the 
terms hereof.  Upon the occurrence and during the continuation of (i) 
any Unmatured Termination Event or Termination Event or (ii) at any time 
when the Rated Long Term Debt of Solectron is not rated at least 
Investment Grade, any event that materially and adversely affects the 
Servicer's ability to perform its obligations hereunder or the 
collectibility of the Receivables, the Administrator may designate as 
Servicer any Person (including itself) to succeed Solectron or any 
successor Servicer, on the condition in each case that any such Person 
so designated shall agree to perform the duties and obligations of the 
Servicer pursuant to the terms hereof.

   (b)  Upon the designation of a successor Servicer as set forth in 
SECTION 4.1(a) hereof, Solectron (or any successor Servicer) agrees that 
it will terminate its activities as Servicer hereunder in a manner which 
the Administrator determines will facilitate the transition of the 
performance of such activities to the new Servicer, and Solectron shall 
cooperate with and assist such new Servicer.  Such cooperation shall 
include (without limitation) access to and transfer of records and use 
by the new Servicer of all books, records, other relevant data, 
licenses, hardware or software necessary or desirable to collect the 
Pool Receivables and the Related Security.

   (c)  Solectron acknowledges that the Administrator and the Issuer 
have relied on Solectron's agreement to act as Servicer hereunder in 
making their decision to execute and deliver this Agreement.  
Accordingly, Solectron agrees that it will not voluntarily resign as 
Servicer and the Seller agrees that it will not terminate Solectron as 
Servicer without the prior written consent of the Administrator.

   (d)  The Servicer may delegate its duties and obligations hereunder 
to any subservicer (each, a "SUB-SERVICER"); provided that, in each such 
delegation, (i) such Sub-Servicer shall agree in writing to perform the 
duties and obligations of the Servicer pursuant to the terms hereof, 
(ii) the Servicer shall remain primarily liable to the Issuer for the 
performance of the duties and obligations so delegated, (iii) the 
Seller, the Administrator and the Issuer shall have the right to look 
solely to the Servicer for performance and (iv) the terms of any 
agreement with any Sub-Servicer shall provide that the Administrator may 
terminate such agreement upon the termination of the Servicer hereunder 
by giving notice of its desire to terminate such agreement to the 
Servicer (and the Servicer shall provide appropriate notice to such Sub-
Servicer).

Section 4.2.  DUTIES OF SERVICER.  (a) The Servicer shall take or cause 
to be taken all such action as may be necessary or advisable to collect 
each Pool Receivable from time to time, all in accordance with this 
Agreement and all applicable laws, rules and regulations, with 
reasonable care and diligence, and in accordance with the Credit and 
Collection Policy.  The Servicer shall set aside (and, if applicable, 
segregate) and hold in trust for the accounts of the Seller and the 
Issuer the amount of the Collections to which each is entitled in 
accordance with ARTICLE I hereto.  The Servicer may, in accordance with 
the Credit and Collection Policy, extend the maturity of any Pool 
Receivable (but not beyond thirty (30) days) and extend the maturity or 
adjust the Outstanding Balance of any Defaulted Receivable as the 
Servicer may determine to be appropriate to maximize Collections 
thereof; PROVIDED, HOWEVER, that (i) such extension or adjustment shall 
not alter the status of such Pool Receivable as a Delinquent Receivable 
or a Defaulted Receivable or limit the rights of the Issuer or the 
Administrator under this Agreement and (ii) if a Termination Event has 
occurred and is continuing and Solectron is still serving as Servicer, 
Solectron may make such extension or adjustment only upon the prior 
written approval of the Administrator.  The Seller shall deliver  (and 
shall cause each Originator to deliver) to the Servicer and the Servicer 
shall hold for the benefit of the Seller and the Administrator (for the 
benefit of the Issuer and individually) in accordance with their 
respective interests, all records and documents (including without 
limitation computer tapes or disks) with respect to each Pool 
Receivable.  Notwithstanding anything to the contrary contained herein, 
the Administrator may direct the Servicer (whether the Servicer is 
Solectron or any other Person) to commence or settle any legal action to 
enforce collection of any Pool Receivable or to foreclose upon or 
repossess any Related Security; PROVIDED, HOWEVER, that no such 
direction may be given unless a Termination Event has occurred and is 
continuing.

   (b)  The Servicer shall as soon as practicable following actual 
receipt of collected funds turn over to the Seller the collections of 
any indebtedness that is not a Pool Receivable, less, in the event that 
Solectron or one of its Affiliates is not the Servicer, all reasonable 
and appropriate out-of-pocket costs and expenses of such Servicer of 
servicing, collecting and administering such collections; PROVIDED, 
HOWEVER, the Servicer shall not be under any obligation to remit any 
such funds to the Seller unless and until the Servicer has received from 
the Seller evidence satisfactory to the Administrator and the Servicer 
that the Seller is entitled to such funds hereunder and under applicable 
law.  The Servicer, if other than Solectron or one of its Affiliates, 
shall as soon as practicable upon demand, deliver to the Seller all 
records in its possession which evidence or relate to any indebtedness 
that is not a Pool Receivable, and copies of records in its possession 
which evidence or relate to any indebtedness that is a Pool Receivable.

   (c)  Notwithstanding anything to the contrary contained in this 
ARTICLE IV, the Servicer, if not Solectron or one of its Affiliates, 
shall have no obligation to collect, enforce or take any other action 
described in this ARTICLE IV with respect to any indebtedness that is 
not a Pool Receivable other than to deliver to the Seller the 
collections and documents with respect to any such indebtedness as 
described in SECTION 4.2(b).  It is expressly understood and agreed by 
the parties that such Servicer's duties in respect of any indebtedness 
that is not a Pool Receivable are set forth in this SECTION 4.2 in their 
entirety.  Upon delivery by such Servicer of funds or records relating 
to any indebtedness that is not a Pool Receivable to the Seller, such 
Servicer shall have discharged in full all of its responsibilities to 
make any such delivery.

   (d)  The Servicer's obligations (other than indemnity obligations) 
hereunder shall terminate on the later of (i) the Facility Termination 
Date and (ii) the date on which all amounts required to be paid to the 
Issuer, the Administrator and any other Indemnified Party or Affected 
Person hereunder shall have been paid in full.  After such termination, 
the Servicer shall promptly deliver to the Seller all books, records and 
related materials that the Seller previously provided to the Servicer in 
connection with this Agreement.  

Section 4.3.  LOCK-BOX ARRANGEMENTS.  Prior to the initial purchase 
hereunder, in accordance with SECTION 1 of EXHIBIT II, the Seller and 
the Servicer shall enter into Lock-Box Agreements with all of the Lock-
Box Banks, and deliver original counterparts thereof to the 
Administrator.  Upon the occurrence and during the continuance of a 
Termination Event, the  Administrator may at any time thereafter (i) 
give notice to each Lock-Box Bank that the Administrator is assuming 
exclusive ownership and control of the Lock-Box Accounts, and (ii) take 
any or all other actions permitted under the applicable Lock-Box 
Agreement or under applicable law, including causing  the proceeds that 
are sent to the respective Lock-Box Accounts to be redirected pursuant 
to the Administrator's instructions rather than deposited in the 
applicable Lock-Box Account.  Each of the Seller and the Servicer hereby 
agrees that if the Administrator, at any time, takes any action set 
forth in the preceding sentence, the Administrator shall have exclusive 
control of the proceeds (including Collections) of all Pool Receivables 
and each of the Seller and the Servicer hereby further agrees to take 
any other action that the Administrator may reasonably request to 
transfer such control.  Any proceeds of Pool Receivables received by the 
Seller or the Servicer thereafter shall be sent immediately to the 
Administrator.  The parties hereto hereby acknowledge that if at any 
time the Administrator takes control of any Lock-Box Account, the 
Administrator shall not have any rights to the funds therein in excess 
of the unpaid amounts due to the Administrator, the Issuer or any other 
Person hereunder and the Administrator shall distribute or cause to be 
distributed such funds in accordance with SECTION 4.2(b) hereof 
(including the proviso thereto) and ARTICLE I hereof (in each case as if 
such funds were held by the Servicer thereunder); PROVIDED, HOWEVER, 
that the Administrator shall not be under any obligation to remit any 
such funds to the Seller or any other Person unless and until the 
Administrator has received from the Seller or such Person evidence 
satisfactory to the Administrator that the Seller or such Person is 
entitled to such funds hereunder and under applicable law.

Section 4.4.  ENFORCEMENT RIGHTS.  (a) At any time following the 
occurrence of a Termination Event or the designation of a Servicer 
(other than Solectron or any of its Affiliates) pursuant to SECTION 4.1 
hereof:

      (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 the Seller to give notice of 
the Issuer's interest in Pool 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 the Seller 
shall give such notice at the expense of the Seller; provided, that if 
the Seller fails to so notify each Obligor, the Administrator may so 
notify the Obligors; and

    (iii)  the Administrator may request the Seller to, and upon such 
request the Seller shall, (A) assemble all of the records necessary or 
desirable to collect the Pool Receivables and the Related Assets, and 
transfer or license the use of, to the new Servicer, all software 
necessary or desirable to collect the Pool 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 Pool 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.

   (b)  Upon the occurrence and during the continuation of any Unmatured 
Termination Event or Termination Event or any event that materially and 
adversely affects the Servicer's ability to perform its obligations 
hereunder or the collectibility of the Receivables, the Seller hereby 
authorizes the Administrator, and irrevocably appoints the Administrator 
as its attorney-in-fact with full power of substitution and with full 
authority in the place and stead of the Seller, which appointment is 
coupled with an interest, to take any and all steps in the name of the 
Seller and on behalf of the Seller necessary or desirable, in the 
determination of the Administrator, to collect any and all amounts or 
portions thereof due under any and all Pool Receivables or Related 
Assets, including, without limitation, endorsing the name of the Seller 
on checks and other instruments representing Collections and enforcing 
such Pool Receivables and Related Assets.  Notwithstanding anything to 
the contrary contained in this SUBSECTION (b), 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 4.5.  RESPONSIBILITIES OF THE SELLER AND SERVICER.  (a) Anything 
herein to the contrary notwithstanding, Solectron shall cause each 
Originator to perform all of its obligations under the Contracts related 
to the Pool Receivables to the same extent as if interests in such Pool 
Receivables had not been transferred hereunder and the exercise by the 
Administrator or the Issuer of its rights hereunder shall not relieve 
Solectron or such Originator from such obligations, and the Seller shall 
pay when due any taxes, including, without limitation, any sales taxes 
payable in connection with the Pool Receivables and their creation and 
satisfaction.  The Administrator and the Issuer shall not have any 
obligation or liability with respect to any Pool Receivable or any 
Related Assets, nor shall any of them be obligated to perform any of the 
obligations of the Seller or Solectron or each Originator under any of 
the foregoing.

   (b)  Solectron hereby irrevocably agrees that if at any time it shall 
cease to be the Servicer hereunder, it shall act (if the then current 
Servicer so requests) as the data-processing agent of the Servicer and, 
in such capacity, Solectron shall conduct the data-processing functions 
of the administration of the Receivables and the Collections thereon in 
substantially the same way that Solectron conducted such data-processing 
functions while it acted as the Servicer.

Section 4.6.  SERVICING FEE.  For so long as the Servicer is Solectron 
or an Affiliate of Solectron, the Servicer shall be paid a fee, through 
distributions contemplated by SECTION 1.4(d), equal to 0.50% PER ANNUM 
of the average outstanding Capital.  If the Servicer is not Solectron or 
an Affiliate of Solectron, then the Servicer shall be paid a fee, 
through distributions contemplated by SECTION 1.4(d), in an amount 
negotiated in good faith by such Servicer and by the Administrator in 
the Administrator's sole discretion (which fee shall be based on a per 
annum percentage rate agreed upon by such Servicer and the 
Administrator).


                                ARTICLE V

                              MISCELLANEOUS

Section 5.1.  AMENDMENTS, ETC.  No amendment or waiver of any provision 
of this Agreement or consent to any departure by the Seller or Servicer 
therefrom shall be effective unless in a writing signed by the 
Administrator, and, in the case of any amendment, by the Seller and the 
Servicer and then such amendment, 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 Issuer 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.  ASSIGNABILITY.  (a) This Agreement and the Issuer's rights 
and obligations herein (including ownership of the Purchased Interest) 
shall be assignable, in whole or in part, by the Issuer and its 
successors and assigns with the prior written consent of the Seller; 
PROVIDED, however, that such consent shall not be unreasonably withheld; 
and PROVIDED, further, however, that no such consent shall be required 
if the assignment is made to Bank of America, any Affiliate of Bank of 
America (other than a director or officer of Bank of America), any 
Purchaser or other Program Support Provider or any Person which is (i) 
in the business of issuing short-term promissory notes and (ii) 
associated with or administered by Bank of America or any Affiliate of 
Bank of America.  Each assignor may, in connection with the assignment, 
disclose to the applicable assignee any information relating to 
Solectron, the Seller or the Pool Receivables furnished to such assignor 
by or on behalf of Solectron, the Seller, the Issuer or the 
Administrator.

   (b)  The Issuer may at any time grant to one or more banks or other 
institutions (each a "PURCHASER") party to the Liquidity Asset Purchase 
Agreement or to any other Program Support Provider participating 
interests in the Purchased Interest.  In the event of any such grant by 
the Issuer of a participating interest to a Purchaser or other Program 
Support Provider, the Issuer shall remain responsible for the 
performance of its obligations hereunder.  The Seller agrees that each 
Purchaser or other Program Support Provider shall be entitled to the 
benefits of SECTIONS 1.8, 1.9 and 1.10 with respect to its participating 
interest.

   (c)  This Agreement and the rights and obligations of the 
Administrator hereunder shall be assignable, in whole or in part, by the 
Administrator and its successors and assigns.

   (d)  Except as provided in SECTION 4.1(d), neither the Seller nor the 
Servicer may assign its rights or delegate its obligations hereunder or 
any interest herein without the prior written consent of the 
Administrator.

   (e)  Without limiting any other rights that may be available under 
applicable law, the rights of the Issuer may be enforced through it or 
by its agents.

Section 5.4.  COSTS, EXPENSES AND TAXES.  (a) In addition to the rights 
of indemnification granted under SECTION 3.1 hereof, the Seller agrees 
to pay on demand all costs and expenses in connection with the 
preparation, execution, delivery and administration (including, without 
limitation, periodic auditing of Pool Receivables) of this Agreement, 
the Purchase and Sale Agreement, the Liquidity Asset Purchase Agreement, 
any asset purchase agreement, reimbursement agreement, letter of credit 
or similar agreement relating to the sale or transfer of interests in 
Purchased Interests and the other documents and agreements to be 
delivered hereunder, and of any amendment, modification or waiver of any 
of the foregoing, including, without limitation, Attorney Costs for the 
Administrator, the Issuer and their respective Affiliates and agents 
with respect thereto and with respect to advising the Administrator, the 
Issuer 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 Issuer and their respective Affiliates 
and agents, in connection with the enforcement of this Agreement and the 
other Transaction Documents.

   (b)  In addition, the Seller shall pay on demand any and all stamp 
and other taxes and fees payable in connection with the execution, 
delivery, filing and recording of this Agreement or the other documents 
or agreements to be delivered hereunder, and agrees to save each 
Indemnified Party harmless from and against any liabilities with respect 
to or resulting from any delay in paying or omission to pay such taxes 
and fees.

Section 5.5.  NO PROCEEDINGS; LIMITATION ON PAYMENTS.  Each of the 
Seller, the Servicer, the Administrator, each assignee of the Purchased 
Interest or any interest therein and each Person which enters into a 
commitment to purchase the Purchased Interest or interests therein 
hereby covenants and agrees that it will not institute against, or join 
any other Person in instituting against, 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 issued by the 
Issuer is paid in full.

Section 5.6.  CONFIDENTIALITY.  Unless otherwise required by applicable 
law, the Seller and the Servicer each agree to maintain the 
confidentiality of this Agreement and the other Transaction Documents 
(and all drafts thereof) in communications with third parties and 
otherwise; PROVIDED that this Agreement may be disclosed to (a) third 
parties to the extent such disclosure is made pursuant to a written 
agreement of confidentiality in form and substance reasonably 
satisfactory to the Administrator, and (b) the Seller's legal counsel 
and auditors if they agree to hold it confidential.

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 ISSUER IN THE 
POOL RECEIVABLES, AND THE OTHER ITEMS DESCRIBED IN SECTION 1.2(d), 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 SECTIONS 1.8, 
1.9, 1.10, 3.1, 5.4, 5.5, 5.6, 5.7 and 5.10 (and this SECTION 5.9) shall 
survive any termination of this Agreement except that the provisions of 
SECTIONS 1.8, 1.9 and 1.10 shall survive only for a period of six months 
following such termination; provided that the lapse of such six month 
period shall not limit or prevent the effectiveness of any request or 
demand for payment under SECTION 1.8, 1.9 or 1.10 which has made prior 
to the end of such six month period.  

Section 5.10.  WAIVER OF JURY TRIAL.  THE ISSUER, THE SELLER, THE 
SERVICER AND THE ADMINISTRATOR EACH WAIVE THEIR 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.  THE ISSUER, THE SELLER, THE SERVICER 
AND THE ADMINISTRATOR EACH AGREE 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 OF 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 between the Issuer, the Seller, the Servicer 
and the Administrator, and supersedes all prior or contemporaneous 
agreements and understandings of such Persons, verbal or written, 
relating to the subject matter hereof, except for that certain letter 
referred to in SECTION 1.5.  The Exhibits, Schedules and Annex to this 
Agreement shall be deemed incorporated into this Agreement as if set 
forth herein.

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

Section 5.13.  ISSUER'S LIABILITIES.  The obligations of the Issuer 
under this Agreement are solely the corporate obligations of the Issuer. 
 No recourse shall be had for any obligation or claim arising out of or 
based upon this Agreement against MLMMI or against any stockholder, 
employee, officer, director or incorporator of the Issuer.  For purposes 
of this paragraph, "MLMMI" shall mean and include Merrill Lynch Money 
Markets, Inc. and all affiliates thereof and any employee, officer, 
director, incorporator, shareholder or beneficial owner of any of them; 
PROVIDED, however, that the Issuer shall not be considered to be an 
affiliate of MLMMI; and PROVIDED, FURTHER, that this SECTION 5.13 shall 
not relieve any such Person of any liability it might otherwise have for 
its own gross negligence or willful misconduct.  The agreements provided 
in this SECTION 5.13 shall survive termination of this Agreement.

Section 5.14.  PURCHASE AND SALE AGREEMENT.  In consideration of the 
obligations of the Issuer now or hereafter arising under this Agreement, 
the Seller hereby sells and assigns to the Administrator, for its 
benefit and the benefit of the Issuer, without any formal or other 
instrument of assignment all of the Seller's right, title and interest 
in, to and under the Purchase and Sale Agreement and the other 
Transaction Documents, and all rights, remedies, powers, privileges and 
claims of the Seller under the Purchase and Sale Agreement and the other 
Transaction Documents (whether arising pursuant to the terms of the 
Purchase and Sale Agreement (including Article VI of the Purchase and 
Sale Agreement) and the other Transaction Documents or otherwise 
available to the Seller at law or in equity) whether against any 
Originator, the Guarantor or otherwise, including without limitation, 
(i) the right of the Seller, at any time, to enforce the Purchase and 
Sale Agreement and any other Transaction Documents against each 
Originator and the Servicer, (ii) the right to appoint a successor to 
the Servicer, (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 the Purchase and Sale 
Agreement, any other Transaction Document or the obligations in respect 
of each Originator or Guarantor thereunder to the same extent as the 
Seller may do, and (iv) all of the Seller's rights, remedies, powers, 
privileges, and claims under or with respect to the Purchase and Sale 
Agreement and the other Transaction Documents (whether arising pursuant 
to the terms of the Purchase and Sale Agreement or any other Transaction 
Document or otherwise available at law or in equity).  Notwithstanding 
the foregoing, the Seller shall nevertheless be permitted to give all 
consents, requests, notices, directions, approvals, demands, extensions 
or waivers, if any, which are required by the specific terms of the 
Purchase and Sale Agreement and the other Transaction Documents to be 
given by the Seller, unless the Administrator shall otherwise direct the 
Seller.  The assignment pursuant to the first sentence of this SECTION 
5.14 shall not relieve the Seller, any Originator, the Guarantor or 
Solectron from (or require the Issuer or the Administrator to undertake) 
the performance of any term, covenant or agreement on the part of the 
Seller, any Originator, the Guarantor or Solectron to be performed or 
observed under or in connection with the Purchase and Sale Agreement and 
the other Transaction Documents, any Pool Receivable or any Related 
Security. 
<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 FUNDING CORPORATION



                                   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



                                   SOLECTRON CORPORATION, in its        
                                   individual capacity and as initial 
                                   Servicer



                                   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 No. (408) 956-6577
                                   Facsimile No. (408) 956-6062




                                   RECEIVABLES CAPITAL CORPORATION



                                   By:  /s/ Stewart Cutler
                                   Name:  Stewart Cutler
                                   Title:

                                   c/o Merrill Lynch Money Markets Inc.
                                   World Financial Center, North Tower
                                   250 Vesey Street - 11th Floor
                                   New York, New York  10281-1311
                                   Attention: George Roller
                                   Telephone No. (212) 449-1606
                                   Facsimile No. (212) 449-2234

                                   with a copy to:

                                   Bank of America National Trust
                                   and Savings Association
                                   231 South LaSalle Street 
                                   Chicago, Illinois  60697
                                   Attention:  Asset Securitization  
                                               Group
                                   Telephone No. (312) 828-7421
                                   Facsimile No. (312) 828-7855




                                   BANK OF AMERICA NATIONAL TRUST AND
                                   SAVINGS ASSOCIATION, as Administrator



                                   By:  /s/ Erle Archer
                                   Name:  Erle Archer
                                   Title:  Attorney-in-fact	

                                   231 South LaSalle Street 
                                   Chicago, Illinois  60697
                                   Attention:  Asset Securitization 
                                               Group
                                   Telephone No. (312) 828-7421
                                   Facsimile No. (312) 828-7855


<PAGE>
                                EXHIBIT I

                               DEFINITIONS


As used in the foregoing Receivables Purchase Agreement (including (i) 
in its Exhibits and (ii) in any other Transaction Document that refers 
to the definitions set forth in this Exhibit)), the following terms 
shall have the following meanings (such meanings to be equally 
applicable to both the singular and plural forms of the terms defined). 
Unless otherwise indicated, all Section, Annex, Exhibit and Schedule 
references in this Exhibit are to Sections of and Annexes, Exhibits and 
Schedules to the Agreement.

"ADMINISTRATION ACCOUNT" means the special account (account number 
_________________) of the Issuer maintained at the office of Bank of 
America at ________________, or such other account as may be so 
designated in writing from time to time by the Administrator to the 
Seller and the Servicer.

"ADMINISTRATOR" has the meaning set forth in the preamble to the 
Agreement.

"ADVERSE CLAIM" means a Lien, security interest or other encumbrance, it 
being understood that a Lien, security interest or other encumbrance, in 
favor of the Issuer or the Administrator shall not constitute an Adverse 
Claim.

"AFFECTED PERSON" has the meaning set forth in  SECTION 1.8.

"AFFILIATE" means, as to any Person, any other Person that, directly or 
indirectly, is in control of, is controlled by or is under common 
control with such Person or is a director or officer of such Person, 
except that with respect to the Issuer, Affiliate shall mean the 
holder(s) of its capital stock.

"AGREEMENT" means the Receivables Purchase Agreement dated as of 
September 17, 1997 among Solectron Funding Corporation, as Seller, 
Solectron Corporation, individually and as Servicer, Receivables Capital 
Corporation, as Issuer and Bank of America National Trust and Savings 
Association, as Administrator.

"ALTERNATE RATE" for any Fixed Period for any Portion of Capital of the 
Purchased Interest means an interest rate per annum equal to (a) 0.55% 
PER ANNUM above the Eurodollar Rate for such Fixed Period (or, if such 
Portion of Capital has been funded for three consecutive one-month Fixed 
Periods at an Alternate Rate based upon the Eurodollar Rate, 0.625% PER 
ANNUM above the Eurodollar Rate for such Fixed Period) or (b) the Base 
Rate for such Fixed Period; PROVIDED, HOWEVER, that in the case of

      (i)  any Fixed Period on or prior to the first day of which the 
Administrator shall have been notified by the Issuer or a Purchaser or 
other Program Support Provider that the introduction of or any change in 
or in the interpretation of any law or regulation makes it unlawful, or 
any central bank or other Governmental Authority asserts that it is 
unlawful, for the Issuer or such Purchaser or other Program Support 
Provider to fund any Portion of Capital (based on the Eurodollar Rate) 
set forth above (and the Issuer or such Purchaser or other Program 
Support Provider shall not have subsequently notified the Administrator 
that such circumstances no longer exist),

     (ii)  any Fixed Period of one to (and including) 13 days,

    (iii)  any Fixed Period as to which the Administrator does not 
receive notice, by no later than 11:00 a.m.(San Francisco time) on (w) 
the Business Day preceding the first day of such Fixed Period that the 
Seller desires that the related Portion of Capital be funded at the CP 
Rate, (x) the third Business Day preceding the first day of such Fixed 
Period that the Seller desires that the related Portion of Capital be 
funded at the Alternate Rate and based on the Eurodollar Rate, or (y) 
the Seller has given the notice contemplated by clause (w) of this 
CLAUSE (iii) and the Administrator shall have notified the Seller that 
funding the related Portion of Capital at the CP Rate is unacceptable to 
the Issuer due to market conditions, or

     (iv)  any Fixed Period relating to a Portion of Capital which is 
less than $1,000,000,

the "ALTERNATE RATE" for each such Fixed Period shall be an interest 
rate per annum equal to the Base Rate in effect on each day of such 
Fixed Period.  The "ALTERNATE RATE" for any Termination Day shall be an 
interest rate equal to 2% PER ANNUM above the Base Rate in effect on 
such day.

"APPLICABLE CONCENTRATION PERCENTAGE" for any Obligor means at any time 
(i) 12.0% if (A) its Rated Long Term Debt is rated at least AA- or Aa3 
or its Rated Short Term Debt is rated at least A-1+ or P-1, in each case 
by Standard & Poor's or Moody's, respectively or (B) such Obligor is a 
Designated Obligor; (ii) 8.0% if its Rated Long Term Debt is rated at 
least BBB+ or Baa1 or its Rated Short Term Debt is rated at least A-2 or 
P-2, in each case by Standard & Poor's or Moody's, respectively; (iii) 
6.0% if its Rated Long Term Debt is rated at least Investment Grade; and 
(iv) the Normal Concentration Percentage if such Obligor has no 
outstanding Investment Grade Rated Long Term Debt; provided, that the 
Administrator may at any time, by written notice to the Servicer, reduce 
the Applicable Concentration Percentage for any Obligor to the Normal 
Concentration Percentage if the Administrator determines in good faith 
that the creditworthiness of such Obligor is not sufficient to support a 
concentration percentage greater than the Normal Concentration 
Percentage.

"ATTORNEY COSTS" means and includes all reasonable fees and 
disbursements of any law firm or other external counsel, the allocated 
cost of internal legal services and all disbursements of internal 
counsel.

"AVERAGE MATURITY" means at any time that period of days equal to the 
average maturity of the Pool Receivables calculated by the Servicer in 
the then most recent Seller Report; PROVIDED that if the Administrator 
shall have a reasonable basis to disagree with any such calculation, the 
Administrator may recalculate such Average Maturity, and any such 
recalculation shall be prima facie evidence of such Average Maturity.

"BANK OF AMERICA" means Bank of America National Trust and Savings 
Association, a national banking association.

"BANKRUPTCY CODE" means the United States Bankruptcy Reform Act of 1978 
(11 U.S.C. sec. 101, ET SEQ.), as amended from time to time.

"BASE RATE" means for any day, a fluctuating interest rate per annum as 
shall be in effect from time to time, which rate shall be at all times 
equal to the higher of:

   (a)  the rate of interest in effect for such day as publicly 
announced from time to time by Bank of America in San Francisco, 
California, as its "reference rate."  It is a rate set by Bank of 
America based upon various factors including Bank of America's costs and 
desired return, general economic conditions and other factors, and is 
used as a reference point for pricing some loans, which may be priced 
at, above, or below such announced rate; and

   (b)  0.50% per annum above the latest Federal Funds Rate.

"BUSINESS DAY" means any day on which (i) banks are not authorized or 
required to close in Chicago, New York City or San Francisco and (ii) if 
this definition of "Business Day" is utilized in connection with the 
Eurodollar Rate, dealings are carried out in the London interbank 
market.

"CAPITAL" means the amount paid to the Seller in respect of the 
Purchased Interest by the Issuer pursuant to the Agreement, or such 
amount divided or combined in accordance with SECTION 1.7, in each case 
reduced from time to time by Collections distributed and applied on 
account of such Capital pursuant to SECTION 1.4(d) and increased from 
time to time by reinvestments pursuant to SECTION 1.4(b)(ii); PROVIDED, 
that if such Capital shall have been reduced by any distribution and 
thereafter all or a portion of such distribution is rescinded or must 
otherwise be returned for any reason, such Capital shall be increased by 
the amount of such rescinded or returned distribution, as though it had 
not been made.

"CAPITAL LEASE OBLIGATIONS" of any Person means the obligations of such 
Person to pay rent or other amounts under any lease of (or other 
arrangement conveying the right to use) real or personal property, or a 
combination thereof, which obligations are required to be classified and 
accounted for as capital leases on a balance sheet of such Person under 
generally accepted accounting principles, and the amount of such 
obligations shall be the capitalized amount thereof determined in 
accordance with generally accepted accounting principles.

"CHANGE OF CONTROL" means any of the following events or circumstances:
(a)  any Person or "group" (within the meaning of Section 13(d) or 14(d) 
of the Securities Exchange Act of 1934, as amended) shall either (i) 
acquire beneficial ownership of more than 35% of any outstanding class 
of common stock of Solectron having ordinary voting power in the 
election of directors of Solectron or (ii) obtain the power (whether or 
not exercised) to elect a majority of Solectron's directors;

   (b)  Solectron or the Seller shall (i) merge with any other Person 
and not be the surviving company or (ii) sell all or substantially all 
of its assets to another Person; or

   (c)  a majority of the Board of Directors of Solectron shall not be 
Continuing Directors.  As used in this definition, "Continuing 
Directors" shall mean the directors of Solectron on the date of this 
Agreement and each other director of Solectron, if such other director's 
nomination for election to the Board of Directors of Solectron is 
recommended by a majority of the then Continuing Directors.

"COLLECTIONS" means, with respect to any Pool Receivable, (a) all funds 
(regardless of whether in the form of cash, checks, money orders, wire 
transfers, money-grams or otherwise) which are received by an 
Originator, the Seller, the Servicer or the Administrator in payment of 
any amounts owed in respect of such Receivable (including, without 
limitation, purchase price, finance charges, interest and all other 
charges), or applied to amounts owed in respect of such Receivable 
(including, without limitation, insurance payments and net proceeds of 
the sale or other disposition of repossessed goods or other collateral 
or property of the related Obligor or any other Person directly or 
indirectly liable for the payment of such Pool Receivable and available 
to be applied thereon), (b) all amounts deemed to have been received 
pursuant to SECTION 1.4(e) of the Agreement or SECTION 1.7 of the 
Purchase and Sale Agreement and (c) all other proceeds of such 
Receivable  (regardless of whether in the form of cash, checks, money 
orders, wire transfers, money-grams or otherwise).

"CONTRACT" means, with respect to any Receivable, any and all contracts, 
understandings, instruments, agreements, leases, invoices, notes, or 
other writings pursuant to which such Receivable arises or which 
evidences such Receivable or under which an Obligor becomes or is 
obligated to make payment in respect of such Receivable.

"CP MARKET DISRUPTION EVENT" means, at any time for any reason 
whatsoever, the Issuer shall be unable to raise, or shall be precluded 
or prohibited from raising, funds through the issuance of Notes in the 
United States' commercial paper market at such time.

"CP RATE" for any Fixed Period for any Portion of Capital of the 
Purchased Interest means, to the extent the Issuer funds such Portion of 
Capital for such Fixed Period by issuing Notes, the per annum rate 
equivalent to the "weighted average cost" (as defined below) related to 
the issuance of Notes that are allocated, in whole or in part, by the 
Issuer (or by the Administrator) to fund or maintain such Portion of 
Capital, all other Portions of Capital of the Purchased Interest held by 
the Issuer hereunder and all interests (including security interests) in 
receivables or other assets of "Other Pool Sellers" (as defined below) 
held by the Issuer; PROVIDED, HOWEVER, that if any component of such 
rate is a discount rate, in calculating the "CP RATE" for such Portion 
of Capital for such Fixed Period, the Issuer shall for such component 
use the rate resulting from converting such discount rate to an interest 
bearing equivalent rate per annum.  As used in this definition, 
(i) "OTHER POOL SELLERS" means all other sellers which transfer 
interests (including by borrowing loans secured by such interests) in 
receivables or other financial assets to the Issuer to the extent that 
such interests in receivables or other financial assets are aggregated 
with the Portion of Capital of the Purchased Interest held by the Issuer 
hereunder and funded on a pooled basis by the Issuer, and (ii) the 
Issuer's "WEIGHTED AVERAGE COST" shall consist of (x) the actual 
interest rate paid to purchasers of the Issuer's Notes (which rate shall 
reflect and give effect to the commissions of placement agents and 
dealers in respect of such Notes, to the extent such commissions are 
allocated, in whole or in part, to such Notes by the Issuer (or by the 
Administrator)), (y) the costs associated with the issuance of such 
Notes, and (z) other borrowings by the Issuer (other than under any 
Program Support Agreement), including to fund small or odd dollar 
amounts that are not easily accommodated in the commercial paper market.

"CREDIT AND COLLECTION POLICY" means those receivables credit and 
collection policies and practices in effect on the date of the Agreement 
and described in SCHEDULE I hereto, as modified in compliance with the 
Agreement.

"DEFAULTED RECEIVABLE" means a Receivable:

      (i)  as to which any payment, or part thereof, remains unpaid for 
at least 151 days from the original customer billing date for such 
payment;

     (ii)  as to which the Obligor thereof or any other Person obligated 
thereon or owning any Related Security in respect thereof has taken any 
action, or suffered any event to occur, of the type described in 
PARAGRAPH (g) of EXHIBIT V hereto; or

    (iii)  (a) which, consistent with the Credit and Collection Policy, 
would be written off as uncollectible or (b) which has been written off 
as uncollectible.

"DELINQUENCY RATIO" means the ratio (expressed as a percentage) computed 
as of each Month-End Date having (a) a numerator that is equal to the 
aggregate Outstanding Balance of Delinquent Receivables as of that 
Month-End Date and (b) a denominator that is the aggregate Outstanding 
Balance of Receivables as of that Month-End Date.

"DELINQUENT RECEIVABLE" means any Receivable that is not a Defaulted 
Receivable as to which any payment, or part thereof, remains unpaid for 
at least 91 days from the original customer billing date for such 
Receivable.

"DESIGNATED OBLIGOR" means, as of the date hereof, Cisco Systems, Inc. 
and Sun Microsystems, Inc., and thereafter, shall include any other 
Obligor designated as such in writing by the Administrator to the 
Servicer, until such time as the Administrator shall have notified the 
Servicer in writing that such Obligor is no longer a Designated Obligor 
hereunder (it being understood that the Administrator shall not notify 
the Servicer that an Obligor is no longer a Designated Obligor absent a 
good-faith determination on its part that such Obligor's credit has 
declined).

"DILUTION HORIZON VARIABLE" means, at any time, a ratio having (a) a 
numerator equal to the sum of the aggregate amounts payable pursuant to 
invoices giving rise to Receivables (without giving effect to any 
payments received with respect to such invoices) and generated by the 
Originators during the calendar month ending on the most recent Month-
End Date and (b) a denominator equal to the aggregate Outstanding 
Balance of all Eligible Receivables as of the most recent Month-End 
Date.

"DILUTION PERCENTAGE" means, for any calendar month, the result 
(expressed as a percentage) calculated in accordance with the following 
formula:

          {(2.0 x ADR) + [(HDR-ADR) x (HDR/ADR)]} x DHV

          where: 

          ADR = the average of the Sales-Based Dilution Ratios during 
                the period of 12 consecutive calendar months ending on 
                the related Month-End Date.
          DHV = the Dilution Horizon Variable.
          HDR = the highest Sales-Based Dilution Ratio for any calendar 
                month within the 12 consecutive calendar months ending 
                on the related Month-End Date.

"DISCOUNT" means:

          (i)  for the Portion of Capital of the Purchased Interest for 
any Fixed Period to the extent the Issuer will be funding such Portion 
of Capital on the first day of such Fixed Period through the issuance of 
Notes,

              CPR x C x  ED + TF
                        ---
                        360

         (ii) for the Portion of Capital of the Purchased Interest for 
any Fixed Period to the extent the Issuer will not be funding such 
Portion of Capital on the first day of such Fixed Period through the 
issuance of Notes,

                         ED
                        ---
               AR x C x 360 + TF

          where:

          AR = the Alternate Rate for the Portion of Capital of the 
               Purchased Interest for such Fixed Period

           C = the Portion of Capital of the Purchased Interest during 
               such Fixed Period

         CPR = the CP Rate for the Portion of Capital of the Purchased 
               Interest for such Fixed Period

          ED = the actual number of days during such Fixed Period

          TF = the Termination Fee, if any, for the Portion of Capital 
               of the Purchased Interest for such Fixed Period

; PROVIDED that no provision of the Agreement shall require the payment 
or permit the collection of Discount in excess of the maximum permitted 
by applicable law; and PROVIDED, FURTHER, that Discount for the Portion 
of Capital of the Purchased Interest shall not be considered paid by any 
distribution to the extent that at any time all or a portion of such 
distribution is rescinded or must otherwise be returned for any reason.

"DISCOUNT RATE PERCENTAGE" has the meaning set forth in SECTION 1.4(d) 
of the Purchase and Sale Agreement.

"DISCOUNT RESERVE" for the Purchased Interest at any time means the sum 
of (i) the Termination Discount at such time for the Purchased Interest, 
and (ii) the then accrued and unpaid Discount for the Purchased 
Interest.

"DIVIDEND" means in respect of any corporation or any Solectron Party, 
as the case may be, (i) cash distributions or any other distributions 
on, or in respect of, any class of capital stock of such corporation or 
such Solectron Party, as the case may be, except for distributions made 
solely in shares of stock of the same class, and (ii) any and all funds, 
cash or other payments made in respect of the redemption, repurchase or 
acquisition of such stock, unless such stock shall be redeemed or 
acquired through the exchange of such stock with stock of the same 
class.

"ELIGIBLE RECEIVABLES" means, at any time, Receivables:

      (i)  the Obligor of which is a United States resident or a 
resident of such other jurisdiction as has been approved in writing by 
the Administrator, is not an Affiliate of any Solectron Party, is not a 
government or a governmental subdivision or agency or instrumentality, 
is not declared ineligible by the Administrator, is not subject to any 
action of the type described in PARAGRAPH (g) of EXHIBIT V, and is not 
an Excluded Obligor;

     (ii)  which are denominated and payable only in U.S. dollars in the 
United States;

    (iii)  which have a stated maturity and which stated maturity is not 
more than 91 days after the customer billing date of such Receivable;

     (iv)  which arise in the ordinary course of the applicable 
Originator's business;

      (v)  which arise under a Contract which is in full force and 
effect and which is a legal, valid and binding obligation of the related 
Obligor, enforceable against such Obligor in accordance with its terms;

     (vi)  which conform with all applicable laws, rulings and 
regulations in effect;

    (vii)  which are not the subject of any asserted dispute (whether or 
not in writing), offset, hold back defense, Adverse Claim or other claim 
and which do not arise from the sale of inventory which is subject to 
any Adverse Claim (other than Permitted Liens of the types described in 
CLAUSES (a), (b) and (h) of the definition of Permitted Liens), it being 
understood that if a dispute pertains only to a portion of the 
Outstanding Balance of an otherwise Eligible Receivable, such portion 
shall be reduced in accordance with Section 1.4(e)(i) of the Agreement 
and the remaining portion may continue to be characterized as a Eligible 
Receivable, subject to satisfying the other requirements of this 
definition of Eligible Receivables;

   (viii)  which comply with the requirements of the Credit and 
Collection Policy;

     (ix)  which arise from the completion of the sale and delivery of 
goods or services performed, and which do not represent an invoice in 
advance of such completion;

      (x)  which are not subject to any contingent performance 
requirements of the applicable Originator unless such requirements are 
guaranteed or insured by third parties acceptable to the Administrator;

     (xi)  which do not require the consent of the related Obligor to be 
sold or assigned;

    (xii)  which have not been modified or restructured since their 
creation, except as permitted pursuant to SECTION 4.2 of the Agreement;

   (xiii)  (A) to which the applicable Originator has good and 
marketable title immediately prior to the sale thereof to the Seller, 
and as to which the Seller has good and marketable title, and (B) which, 
immediately prior to the applicable Originator's sale thereof to the 
Seller, were freely assignable by such Originator and which are freely 
assignable by the Seller;

    (xiv)  for which the Issuer shall have a valid, perfected and 
enforceable undivided percentage ownership interest, to the extent of 
the Purchased Interest, and for which the Administrator for its benefit 
and the benefit of the Issuer shall have a valid and enforceable first 
priority perfected security interest therein and in the Related Security 
and Collections with respect thereto, in each case free and clear of any 
Adverse Claim; 

     (xv)  which constitute "accounts" as defined in the UCC, and which 
are not evidenced by instruments or chattel paper;

    (xvi)  which are not Defaulted Receivables;

   (xvii)  for which the applicable Originator has established no offset 
arrangements with the related Obligor;

  (xviii)  for which Defaulted Receivables of the related Obligor do not 
exceed 25% of all such Obligor's Receivables;

    (xix)  which do not represent any amounts owing by any Obligor in 
respect of sales taxes, interest, late charges, or similar items;

     (xx)  which meet the eligibility requirements appropriate to the 
specific type of Receivables which the Administrator may set based on 
aging, turnover, delinquency, loss, dilution, type or other factor that 
are necessary to maintain an A-1+/P-1 rating by S&P and Moody's 
respectively, on the Notes; 

    (xxi) the Obligor of which has been instructed to make payment 
thereon to a Lock-Box Account or a post office box to which only Lock-
Box Banks have access or otherwise solely in accordance with CLAUSE (j) 
of EXHIBIT IV of this Agreement; and

   (xxii)  with respect to which the Administrator has not directed the 
Servicer (whether the Servicer is Solectron or any other Person) to 
commence or settle any legal action to enforce collection of such 
Receivable or to foreclose upon or repossess any Related Security which 
in good faith the Administrator believes that the failure to commence, 
settle, or effect such legal action, foreclosure or repossession could 
adversely affect Receivables constituting a material portion of the Pool 
Receivables;

PROVIDED that, at any time following the date the rating assigned by any 
nationally recognized statistical rating agency to the Rated Long Term 
Debt of Solectron is withdrawn or reduced to less than Investment Grade, 
the Outstanding Balance of any Eligible Receivable shall be reduced by 
the aggregate amount of Indebtedness of the applicable Originator owing 
to the related Obligor or any of its Affiliates.

"ERISA" means the Employee Retirement Income Security Act of 1974, as 
amended from time to time, and any successor statute of similar import, 
together with the regulations thereunder, in each case as in effect from 
time to time.  References to sections of ERISA also refer to any 
successor sections. 

"EURODOLLAR RATE" means, for any Fixed Period, an interest rate per 
annum (rounded upward to the nearest 1/16th of 1%) determined pursuant 
to the following formula:

      Eurodollar Rate  =                  LIBOR 
                         ------------------------------------
                         1.00 - Eurodollar Reserve Percentage

Where,

          "EURODOLLAR RESERVE PERCENTAGE" means, for any Fixed Period, 
the maximum reserve percentage (expressed as a decimal, rounded upward 
to the nearest 1/100th of 1%) in effect on the date LIBOR for such Fixed 
Period is determined under regulations issued from time to time by the 
Federal Reserve Board for determining the maximum reserve requirement 
(including any emergency, supplemental or other marginal reserve 
requirement) with respect to Eurocurrency funding (currently referred to 
as "Eurocurrency Liabilities") having a term comparable to such Fixed 
Period; and

          "LIBOR" means the rate of interest per annum determined by the 
Liquidity Agent to be the arithmetic mean (rounded upward to the nearest 
1/16th of 1%) of the rates of interest per annum notified to the 
Liquidity Agent by each Reference Bank as the rate of interest at which 
dollar deposits in the approximate amount of the Capital associated with 
such Fixed Period would be offered to major banks in the London 
interbank market at their request at or about 11:00 a.m. (London time) 
on the second Business Day prior to the commencement of such Fixed 
Period.

"EXCLUDED OBLIGOR" means an Obligor, so designated from time to time in 
writing as such by the Administrator to the Servicer in the event that 
the Administrator reasonably considers such Obligor to be unacceptable 
due to the credit risk associated with such Obligor or due to the nature 
of such Obligor's business, it being understood that from time to time 
the Administrator may revoke its designation of one or more Obligors as 
Excluded Obligors by written notice to the Servicer.

"EXCLUDED PROPERTY" means any Collections released to Seller pursuant to 
SECTION 1.4(b)(iv).

"FACILITY TERMINATION DATE" means the earliest to occur of (a) September 
16, 1998, (b) the Purchase Termination Date, as defined in the Liquidity 
Asset Purchase Agreement, which on the date of the Agreement is 
September 16, 1998, or such later date designated as the Purchase 
Termination Date from time to time pursuant to the Liquidity Asset 
Purchase Agreement (it being understood that the Administrator shall 
notify the Servicer of the designation of such later date, provided that 
failure to provide such notice shall not limit or otherwise affect the 
obligations of the Servicer or the rights of the Administrator, the 
Issuer, or any other party to the Liquidity Asset Purchase Agreement), 
(c) the date of termination of the commitment under any other Program 
Support Agreement, (d) the date determined pursuant to SECTION 2.2, (e) 
the date the Purchase Limit reduces to zero pursuant to SECTION 1.1(b), 
and (f) the Purchase and Sale Termination Date under the Purchase and 
Sale Agreement.

"FEDERAL FUNDS RATE" means, for any period, the per annum rate set forth 
in the weekly statistical release designated as H.15(519), or any 
successor publication, published by the Federal Reserve Board (including 
any such successor, "H.15(519)") for such day opposite the caption 
"Federal Funds (Effective)".  If on any relevant day such rate is not 
yet published in H.15(519), the rate for such day will be the rate set 
forth in the daily statistical release designated as the Composite 3:30 
p.m. Quotations for U.S. Government Securities, or any successor 
publication, published by the Federal Reserve Bank of New York 
(including any such successor, the "Composite 3:30 p.m. Quotation") for 
such day under the caption "Federal Funds Effective Rate".  If on any 
relevant day the appropriate rate for such previous day is not yet 
published in either H.15(519) or the Composite 3:30 p.m. Quotations, the 
rate for such day will be the arithmetic mean as determined by the 
Administrator of the rates for the last transaction in overnight Federal 
funds arranged prior to 9:00 a.m. (New York time) on that day by each of 
three leading brokers of Federal funds transactions in New York City 
selected by the Administrator.

"FEDERAL RESERVE BOARD" means the Board of Governors of the Federal 
Reserve System, or any entity succeeding to any of its principal 
functions.

"Final Payout Date" has the meaning set forth in the introductory 
paragraph to EXHIBIT IV.

"FIXED PERIOD" means with respect to each Portion of Capital:

   (a)  with respect to any Portion of Capital, to the extent the Issuer 
funds such Portion of Capital by issuing Notes and the Issuer has funded 
such Notes on a pooled basis with Other Pooled Sellers (as defined in 
the definition of CP Rate), (x) the period commencing on the date of the 
initial purchase of such Portion of Capital and ending on the first day 
of the immediately succeeding calendar month, and (y) thereafter, each 
period commencing on the last day of the immediately preceding Fixed 
Period for such Portion of Capital and ending on the first day of the 
immediately succeeding calendar month; and

   (b)  With respect to any Portion of Capital to the extent the Issuer 
funds such Portion of Capital by issuing Notes and the Issuer has not 
funded such Notes on a pooled basis with Other Pooled Sellers;

      (x)  initially the period commencing on the date of the initial 
purchase of such Portion of Capital and ending such number of days, but 
not exceeding 100 days, as the Administrator shall select in 
consultation with the Seller and any applicable commercial paper dealer; 
and

      (y)  thereafter such period commencing on the last day of the 
immediately preceding Fixed Period for such Portion of the Capital and 
ending such number of days, but not exceeding 100 days, as the 
Administrator shall select in consultation with Seller and any 
applicable commercial paper dealer; and

   (c)  with respect to any Portion of Capital, to the extent the Issuer 
funds such Portion of Capital other than by issuing Notes, (x) initially 
the period commencing on the date of a purchase pursuant to SECTION 1.2 
and ending such number of days as the Seller shall select, subject to 
the approval of the Administrator pursuant to SECTION 1.2, up to one 
month after such date; and (y) thereafter each period commencing on the 
last day of the immediately preceding Fixed Period for any Portion of 
Capital of the Purchased Interest and ending such number of days (not to 
exceed one month) as the Seller shall select, subject to the approval of 
the Administrator pursuant to SECTION 1.2, on notice by the Seller 
received by the Administrator (including notice by telephone, confirmed 
in writing) not later than 9:00 a.m. (San Francisco time) on such last 
day, EXCEPT that if the Administrator shall not have received such 
notice or approved such period on or before 9:00 a.m. (San Francisco 
time) on such last day, such period shall be one day; PROVIDED that

      (i)  any Fixed Period in respect of which Discount is computed by 
reference to the Alternate Rate shall be a period from one to and 
including 13 days, or a period of one month, as the Seller may select as 
provided above;

     (ii)  any Fixed Period (other than of one day) which would 
otherwise end on a day which is not a Business Day shall be extended to 
the next succeeding Business Day; PROVIDED, HOWEVER, if Discount in 
respect of such Fixed Period is computed by reference to the Eurodollar 
Rate, and such Fixed Period would otherwise end on a day which is not a 
Business Day, and there is no subsequent Business Day in the same 
calendar month as such day, such Fixed Period shall end on the next 
preceding Business Day;

    (iii)  in the case of any Fixed Period of one day, (A) if such Fixed 
Period is the initial Fixed Period for a purchase pursuant to SECTION 
1.2, such Fixed Period shall be the day of purchase of the Purchased 
Interest; (B) any subsequently occurring Fixed Period which is one day 
shall, if the immediately preceding Fixed Period is more than one day, 
be the last day of such immediately preceding Fixed Period, and, if the 
immediately preceding Fixed Period is one day, be the day next following 
such immediately preceding Fixed Period; and (C) if such Fixed Period 
occurs on a day immediately preceding a day which is not a Business Day, 
such Fixed Period shall be extended to the next succeeding Business Day;

     (iv)  in the case of any Fixed Period for any Portion of Capital of 
the Purchased Interest which commences before the Termination Date and 
would otherwise end on a date occurring after the Termination Date, such 
Fixed Period shall end on such Termination Date and the duration of each 
Fixed Period which commences on or after the Termination Date shall be 
of such duration as shall be selected by the Administrator;

      (v)  any Fixed Period in respect of which Discount is computed by 
reference to the CP Rate may be terminated at the election of, and upon 
notice thereof to the Seller by, the Administrator any time upon the 
occurrence and during the continuance of any CP Market Disruption Event; 
and

     (vi)  if at any time after the occurrence and during the 
continuance of any CP Market Disruption Event, the Administrator elects 
to terminate any Fixed Period in respect of which Discount is computed 
by reference to the CP Rate, the Portion of Capital allocated to such 
terminated Fixed Period shall be allocated to a new Fixed Period to be 
designated by the Administrator (but in no event to exceed 5 days) and 
shall accrue Discount at the Alternate Rate.

"FUNDING DISCOUNT" has the meaning set forth in SECTION 1.4(c) of the 
Purchase and Sale Agreement.

"FUNDING RATE" has the meaning set forth in SECTION 1.4(d) of the 
Purchase and Sale Agreement.

"Generally Accepted Accounting Principles" or "generally accepted 
accounting principles" means generally accepted accounting principles at 
the time in the United States.  Except as otherwise expressly provided, 
all references to generally accepted accounting principles shall be 
applied on a consistent basis.

"GOVERNMENTAL AUTHORITY" means any nation or government, any state or 
other political subdivision thereof, any central bank (or similar 
monetary or regulatory authority) thereof, any body or entity exercising 
executive, legislative, judicial, regulatory or administrative functions 
of or pertaining to government, including without limitation any court, 
and any Person owned or controlled, through stock or capital ownership 
or otherwise, by any of the foregoing.

"GUARANTEE" of or by any Person (the "GUARANTOR") means any obligation, 
contingent or otherwise, of the guarantor guaranteeing or having the 
economic effect of guaranteeing any Indebtedness or other obligation of 
any other Person (the "PRIMARY OBLIGOR") in any matter, whether directly 
or indirectly, and including any obligation of the guarantor, direct or 
indirect, (a) to purchase or pay (or advance or supply funds for the 
purchase or payment of) such Indebtedness or other obligation or to 
purchase (or to advance or supply funds for the purchase of) any 
security for the payment thereof, (b) to purchase or lease property, 
securities or services for the purpose of assuring the owner of such 
Indebtedness or other obligation of the payment thereof, (c) to maintain 
working capital, equity capital or any other financial statement 
condition or liquidity of the primary obligor so as to enable the 
primary obligor to pay such Indebtedness or other obligation or (d) as 
an account party in respect of any letter of credit or letter of 
guaranty issued to support such Indebtedness or obligation; PROVIDED 
that the term Guarantee shall not include endorsements for collection or 
deposit in the ordinary course of business.

"GUARANTOR" has the meaning set forth in the preamble of the Purchase 
and Sale Agreement.

"HEDGING AGREEMENT" means any interest rate protection agreement, 
foreign currency exchange agreement, commodity price protection 
agreement or other interest or currency exchange rate or commodity price 
hedging arrangement.

"INDEBTEDNESS" of any Person means, without duplication, (a) all 
obligations of such Person for borrowed money or with respect to 
deposits or advances of any kind, (b) all obligations of such Person 
evidenced by bonds, debentures, notes or similar instruments, (c) all 
obligations of such Person upon which interest charges are customarily 
paid (excluding deferred compensation obligations owed to current and 
former directors, officers and employees), (d) all obligations of such 
Person under conditional sale or other title retention agreements 
relating to property acquired by such Person, (e) all obligations of 
such Person in respect of the deferred purchase price of property or 
services (excluding current accounts payable, measured in accordance 
with generally accepted accounting principles, incurred in the ordinary 
course of business), (f) all Indebtedness of others secured by (or for 
which the holder of such Indebtedness has an existing right, contingent 
or otherwise to be secured by) any Lien on property owned or acquired by 
such Person, whether or not the Indebtedness secured thereby has been 
assumed, (g) all Guarantees by such Person of Indebtedness of others, 
(h) all Capital Lease Obligations of such Person, (i) all obligations, 
contingent or otherwise, of such Person as an account party in respect 
of letters of credit and letters of guaranty supporting Indebtedness, 
(j) all obligations, contingent or otherwise, of such Person in respect 
of bankers' acceptances, and (k) all obligations, contingent or 
otherwise, with respect to synthetic leases or securitized assets.  The 
Indebtedness of any Person shall include the Indebtedness of any other 
entity (including any partnership in which such Person is a general 
partner) to the extent such Person is liable therefor as a result of 
such Person's ownership interest in or other relationship with such 
entity, except to the extent the terms of such Indebtedness provide that 
such Person is not liable therefor.

"INDEMNIFIED AMOUNTS" has the meaning set forth in SECTION 3.1.  

"INDEMNIFIED PARTY" has the meaning set forth in SECTION 3.1.  

"INITIAL PURCHASE DATE" has the meaning set forth in SECTION 1.2 of the 
Purchase and Sale Agreement.

"INITIAL PURCHASER" has the meaning set forth in the preamble to the 
Purchase and Sale Agreement.

"INITIAL PURCHASER NOTE" has the meaning set forth in SECTION 1.6 of the 
Purchase and Sale Agreement.

"INSOLVENCY PROCEEDING" means (a) any case, action or proceeding before 
any court or other Governmental Authority relating to bankruptcy, 
reorganization, insolvency, liquidations, receivership, dissolution, 
winding-up or relief of debtors, or (b) any general assignment for the 
benefit of creditors, composition, marshaling of assets for creditors, 
or other, similar arrangement in respect of its creditors generally or 
any substantial portion of its creditors; in each case (a) and (b) 
undertaken under U.S. Federal, state or foreign law, including the 
Bankruptcy Code.

"INVESTMENT GRADE" means, with respect to the Rated Long Term Debt of 
Solectron or any other Person, a rating of at least BBB- by Standard & 
Poor's or, with respect to the Rated Long Term Debt of any Person other 
than Solectron a rating of at least Baa3 by Moody's, or at least BBB- by 
Duff & Phelps Credit Rating Co.; PROVIDED, that if the Rated Long Term 
Debt of any Person other than Solectron is rated by more than one of the 
foregoing rating agencies, then at least one of such rating agencies 
which rates such securities shall have given them a rating at least 
equal to the categories specified above; and PROVIDED FURTHER, that if 
Solectron or any such other Person does not have Rated Long-Term Debt 
outstanding, the Administrator shall have received written materials 
reasonably satisfactory to the Administrator prepared by at least one of 
such rating agencies to the effect that if such Person did have Rated 
Long Term Debt securities outstanding, such securities would receive at 
least such a rating.

"ISSUER" has the meaning set forth in the preamble to the Agreement.

"LIEN" means any mortgage, pledge, hypothecation, assignment deposit 
arrangement, security interest, encumbrance, lien (statutory or 
otherwise) or charge of any kind (including any agreement to give any of 
the foregoing, any conditional sale or other title retention agreement, 
any financing or similar statement or notice filed under the UCC or 
other similar recording or notice statute, and any lease in the nature 
thereof).

"LIQUIDITY AGENT" means Bank of America in its capacity as Liquidity 
Agent pursuant to the Liquidity Asset Purchase Agreement.

"LIQUIDITY ASSET PURCHASE AGREEMENT" means that certain Liquidity Asset 
Purchase Agreement dated as of September 17, 1997 among Bank of America 
and the other financial institutions listed therein as the Purchasers, 
Bank of America, as Liquidity Agent and Administrator, and the Issuer, 
as amended, supplemented or otherwise modified from time to time.

"LOCK-BOX ACCOUNT" means a bank account subject to a Lock-Box Agreement. 

"LOCK-BOX AGREEMENT" means an agreement, in substantially the form of 
ANNEX A, among the Seller, one or more Originators, the Servicer, the 
Issuer, the Administrator and a Lock-Box Bank.

"LOCK-BOX BANK" means any of the banks or other financial institutions 
holding one or more Lock-Box Accounts.

"LOSS DISCOUNT" has the meaning set forth in SECTION 1.4(b) of the 
Purchase and Sale Agreement.

"LOSS PERCENTAGE" means, on any date, the greater of (i) the Loss Ratio 
on such date, and (ii) 12%.

"LOSS RATIO" means the result (expressed as a percentage), computed as 
of each Month-End Date, of (a) 2.0 multiplied by (b) the highest average 
of the Sales-Based Default Ratio for any three consecutive calendar 
months that occurred during the preceding 12 consecutive calendar months 
ending on such Month-End Date multiplied by (c) a fraction having (i) a 
numerator equal to the sum of the aggregate amounts payable pursuant to 
invoices giving rise to Receivables (without giving effect to any 
payments received with respect to such invoices) that were generated by 
each Originator during the six calendar months ending on such Month-End 
Date, and (ii) a denominator equal to the aggregate Outstanding Balance 
of all Eligible Receivables, as of such Month-End Date.

"LOSS RESERVE" means, for the Purchased Interest, on any date, an amount 
equal to the greater of:

        (a):  (LP + DP) x (AER); and

        (b):  (16.0%) x (AER)
        where:

          LP = the Loss Percentage for the Purchased Interest on such 
               date.

          DP = the Dilution Percentage for the Purchased Interest on 
               such date.

         AER = the aggregate Outstanding Balance of all Eligible 
               Receivables at the close of business of the Servicer on 
               such date.

"MATERIAL INDEBTEDNESS" means Indebtedness, or obligations in respect of 
one or more Hedging Agreements, of any one or more of the Solectron 
Parties in an aggregate principal amount exceeding $10,000,000.  For 
purposes of determining Material Indebtedness, the "principal amount" of 
the obligations of any Solectron Party in respect of any Hedging 
Agreement at any time shall be the maximum aggregate amount (giving 
effect to any netting agreements) that such Solectron Party would be 
required to pay if such Hedging Agreement were terminated at such time.

"MONTH-END DATE" means the last day of a calendar month.

"MOODY'S" means Moody's Investors Service, Inc., or any successor 
thereto.

"NET RECEIVABLES POOL BALANCE" means at any time the Outstanding Balance 
of Eligible Receivables then in the Receivables Pool reduced by the 
aggregate amount by which the Outstanding Balance of Eligible 
Receivables (other than Defaulted Receivables) of each Obligor then in 
the Receivables Pool exceeds the product of (A) the Applicable 
Concentration Percentage for such Obligor multiplied by (B) the 
Outstanding Balance of the Eligible Receivables then in the Receivables 
Pool.

"NORMAL CONCENTRATION PERCENTAGE" for any Obligor means at any time 3%.

"NOTES" means short-term promissory notes issued or to be issued by the 
Issuer to fund its investments in accounts receivable or other financial 
assets.

"OBLIGOR" means, with respect to any Receivable, the Person obligated to 
make payments pursuant to the Contract relating to such Receivable.

"ORIGINATOR" means each of Solectron Corporation and Solectron 
California Corporation.

"OUTSTANDING BALANCE" of any Receivable at any time means the then 
outstanding principal balance thereof.

"PAYMENT DATE" has the meaning set forth in Section 1.3 of the Purchase 
and Sale Agreement.

"PBGC" means the Pension Benefit Guaranty Corporation and any entity 
succeeding to any or all of its functions under ERISA.

"PENSION PLAN" means a "pension plan", as such term is defined in 
section 3(2) of ERISA, which is subject to title IV of ERISA (other than 
a multiemployer plan as defined in section 4001(a)(3) of ERISA), and to 
which Solectron, Solectron California Corporation or the Seller or any 
corporation, trade or business that is, along with Solectron, Solectron 
California Corporation or the Seller, a member of a controlled group of 
corporations or a controlled group of trades or businesses, as described 
in sections 414(b) and 414(c), respectively, of the Internal Revenue 
Code of 1986, as amended or section 4001 of ERISA may have any 
liability, including any liability by reason of having been a 
substantial employer within the meaning of section 4063 of ERISA at any 
time during the preceding five years, or by reason of being deemed to be 
a contributing sponsor under section 4069 of ERISA.

"PERMITTED LIENS" means:

   (a)  Liens imposed by law by any Governmental Authority for taxes 
that are not yet due or are being contested in compliance with Section 
5.04 of the Solectron Credit Agreement;

   (b)  carriers', warehousemen's, mechanics', material men's, 
repairmen's and other like Liens imposed by law, and any other 
involuntary, statutory or common law Lien arising in the ordinary course 
of business and securing obligations that are not overdue by more than 
30 days or are being contested in compliance with Section 5.04 of the 
Solectron Credit Agreement;

   (c)  pledges and deposits made in the ordinary course of business in 
compliance with workers' compensation, unemployment insurance and other 
social security laws or regulations;

   (d)  deposits to secure the performance of bids, trade contracts, 
leases, statutory obligations, surety and appeal bonds, performance 
bonds and other obligations of a like nature, in each case in the 
ordinary course of business;

   (e)  easements, zoning restrictions, rights-of-way and similar 
encumbrances on real property imposed by law or arising in the ordinary 
course of business that do not secure any monetary obligations and do 
not materially detract from the value of the affected property or 
interfere with the ordinary conduct of business of any Solectron Party;

   (f)  Liens arising from judgments, decrees or attachments in 
circumstances not constituting an Event of Default under the Solectron 
Credit Agreement;

   (g)  Liens which constitute rights of set-off of a customary nature 
or banker's Liens with respect to amounts on deposit arising by 
operation of law in connection with arrangements entered into with banks 
in the ordinary course of business;

   (h)  Liens in favor or customs and revenue authorities arising as a 
matter of law to secure payment of customs duties in connection with the 
importation of goods; and

   (i)  leases or subleases and licenses and sublicenses granted to 
others in the ordinary course of business not interfering in any 
material respect with the business of any of the Solectron Parties taken 
as a whole, and any interest or title of any lessor or licensor under 
any lease or license;

PROVIDED that the term "Permitted Liens" shall not include any Lien 
securing Indebtedness.

"PERSON" means an individual, partnership, corporation, joint stock 
company, trust (including a business trust), unincorporated association, 
joint venture, limited liability company or other entity, or a 
government or any political subdivision or agency thereof.

"POOL RECEIVABLE" means a Receivable in the Receivables Pool.

"PORTION OF CAPITAL" has the meaning set forth in SECTION 1.7.  In 
addition, at any time when the Capital of the Purchased Interest is not 
divided into two or more portions, "Portion of Capital" means 100% of 
the Capital of the Purchased Interest.

"PROGRAM SUPPORT AGREEMENT" means and includes the Liquidity Asset 
Purchase Agreement and any other agreement entered into by any Program 
Support Provider providing for the issuance of one or more letters of 
credit for the account of the Issuer, the issuance of one or more surety 
bonds for which the Issuer is obligated to reimburse the applicable 
Program Support Provider for any drawings thereunder, the sale by the 
Issuer to any Program Support Provider of the Purchased Interest (or 
portions thereof) and/or the making of loans and/or other extensions of 
credit to the Issuer in connection with the Issuer's securitization 
program, together with any letter of credit, surety bond or other 
instrument issued thereunder (but excluding any discretionary advance 
facility provided by the Administrator).

"PROGRAM SUPPORT PROVIDER" means and includes any Purchaser and any 
other or additional Person (other than any customer of the Issuer) now 
or hereafter extending credit or having a commitment to extend credit to 
or for the account of, or to make purchases from, the Issuer or issuing 
a letter of credit, surety bond or other instrument to support any 
obligations arising under or in connection with the Issuer's 
securitization program.

"PURCHASE AND SALE AGREEMENT" means the Purchase and Sale Agreement 
dated as of September 17, 1997 among Solectron California Corporation, 
as an Originator, Solectron Corporation, as an Originator, as Guarantor 
and as Servicer, and Solectron Funding Corporation, as the Initial 
Purchaser, as the same may be amended, amended and restated or otherwise 
modified in accordance with its terms.

"PURCHASE AND SALE TERMINATION DATE" means date determined in accordance 
with Section 2.3 of the Purchase and Sale Agreement.

"PURCHASE AND SALE TERMINATION EVENT" has the meaning set forth in 
Exhibit IV to the Purchase and Sale Agreement.

"PURCHASE DISCOUNT" has the meaning set forth in Section 1.4 of the 
Purchase and Sale Agreement.

"PURCHASE LIMIT" means the lesser of (i) $120,000,000, as such amount 
may be reduced pursuant to SECTION 1.1(b) and (ii) (A) the aggregate of 
the Maximum Liquidity Purchase (as defined in the Liquidity Asset 
Purchase Agreement) of the Purchasers under the Liquidity Asset Purchase 
Agreement less (B) the aggregate of the Discount of the existing Fixed 
Periods (for the entirety of such Fixed Periods), as such amount may be 
reduced pursuant to SECTION 1.1(b).  References to the unused portion of 
the Purchase Limit shall mean, at any time, the Purchase Limit minus the 
then outstanding Capital of the Purchased Interest under the Agreement.

"PURCHASE PERIOD" has the meaning set forth in Section 1.3 of the 
Purchase and Sale Agreement.

"PURCHASE PRICE" has the meaning set forth in Section 1.3 of the 
Purchase and Sale Agreement.

"PURCHASED INTEREST" means, at any time, the undivided percentage 
ownership interest in (i) each and every Pool Receivable now existing or 
hereafter arising, other than any Pool Receivable that arises on or 
after the Facility Termination Date, (ii) all Related Security with 
respect to such Pool Receivables, and (iii) all Collections with respect 
to, and other proceeds of, such Pool Receivables and Related Security.  
Such undivided percentage interest shall be computed as

               C + DR + LR + SFR
               -----------------
                      NRB

               where:

               C = the Capital of the Purchased Interest at the time of 
                   computation.

              DR = the Discount Reserve of the Purchased Interest at the 
                   time of computation.

              LR = the Loss Reserve of the Purchased Interest at the 
                   time of computation.

             SFR = the Servicing Fee Reserve of the Purchased Interest 
                   at the time of computation.

             NRB = the Net Receivables Pool Balance at the time of      
                   computation.

The Purchased Interest shall be determined from time to time pursuant to 
the provisions of SECTION 1.3.

"PURCHASER" has the meaning set forth in SECTION 5.3(B).

"RATE VARIANCE FACTOR" means a number greater than one that reflects the 
potential variance in selected interest rates over a period of time 
designated by the Administrator, as reasonably specified by the 
Administrator from time to time, notified to the Seller and set forth in 
the Seller Report in accordance with the provisions thereof; PROVIDED 
that the "Rate Variance Factor" may be changed from time to time upon at 
least five days' prior notice by the Administrator to the Servicer.

"RATED LONG TERM DEBT" means, with respect to any Person, at any time, 
the long-term, senior, unsecured, noncredit-enhanced debt of such Person 
that is rated by any nationally recognized statistical rating agency.

"RATED SHORT TERM DEBT" means, with respect to any Person, at any time, 
the short-term, senior, unsecured, noncredit-enhanced debt of such 
Person that is rated by any nationally recognized statistical rating 
agency.

"RECEIVABLE" means any indebtedness and other obligations owed to any 
Originator or any rights of any Originator to payment from or on behalf 
of an Obligor whether constituting an account, chattel paper, instrument 
or general intangible, arising in connection with the sale or lease of 
goods or the rendering of services by such Originator, and includes, 
without limitation, the obligation to pay any finance charges, fees and 
other charges with respect thereto.  Indebtedness and other obligations 
arising from any one transaction, including, without limitation, 
indebtedness and other obligations represented by an individual invoice 
or agreement, shall constitute a Receivable separate from a Receivable 
consisting of the indebtedness and other obligations arising from any 
other transaction. 

"RECEIVABLES POOL" means at any time all of the then outstanding 
Receivables sold or contributed to the Seller pursuant to the Purchase 
and Sale Agreement or the Subscription Agreement.  

"REFERENCE BANK" means Bank of America.

"RELATED ASSETS" has the meaning set forth in Section 1.1 of the 
Purchase and Sale Agreement.

"RELATED SECURITY" means with respect to any Receivable:

      (i)  all of any Originator's interest in any goods (including 
returned goods), and documentation or title evidencing the shipment or 
storage of any goods (including returned goods), relating to any sale 
giving rise to such Receivable;

     (ii)  all other security interests or liens and property subject 
thereto from time to time purporting to secure payment of such 
Receivable, whether pursuant to the Contract related to such Receivable 
or otherwise, together with all UCC financing statements or similar 
filings signed by an Obligor relating thereto; and

    (iii)  the related Contract and all guaranties, indemnities, 
insurance and other agreements or arrangements of whatever character 
from time to time supporting or securing payment of such Receivable or 
otherwise relating to such Receivable whether pursuant to the Contract 
related to such Receivable or otherwise.

"RESTRICTED PAYMENTS" has the meaning given thereto in PARAGRAPH (m) of 
EXHIBIT IV.

"SALES-BASED DEFAULT RATIO" means the ratio (expressed as a percentage) 
computed as of each Month-End Date having (a) a numerator that is the 
sum of (i) the aggregate Outstanding Balance of Receivables that 
remained outstanding 151 to 180 days after their respective due dates, 
as determined as of such Month-End Date, plus (ii) the aggregate 
Outstanding Balance of Receivables that were written off as 
uncollectible during the most recently ended calendar month and that, if 
not so written off, would have been outstanding not more than 180 days 
after their respective due dates, as determined as of that Month-End 
Date and (b) a denominator that is the aggregate amount payable pursuant 
to invoices giving rise to Receivables (without giving effect to any 
payments received on such invoices) that were generated by the 
Originators during the calendar month that occurred six calendar months 
prior to the calendar month ending on such Month-End Date.

"SALES-BASED DILUTION RATIO" means, for any calendar month, the ratio 
(expressed as a percentage) having (a) a numerator equal to the 
aggregate amount of payments owed by the Seller pursuant to SECTION 
1.4(e) during such period and (b) a denominator equal to the aggregate 
amounts payable pursuant to invoices giving rise to Receivables (without 
giving effect to any payments received with respect to such invoices) 
that were generated by the Originators during the preceding calendar 
month (so that, for example, if the calendar month specified in CLAUSE 
(a) corresponds to the month of March, the calendar month in this CLAUSE 
(b) would be the one corresponding to the month of February).

"SELLER" has the meaning set forth in the preamble to the Agreement.

"SELLER REPORT" means a report, in form and substance satisfactory to 
the Administrator, furnished by the Servicer to the Administrator 
pursuant to the Agreement.

"SERVICER" has the meaning set forth in the preamble to the Agreement.

"SERVICER'S FEE PERCENTAGE" has the meaning set forth in Section 1.4(d) 
of the Purchase and Sale Agreement.

"SERVICING FEE" shall mean the fee referred to in SECTION 4.6.

"SERVICING FEE RESERVE" for the Purchased Interest at any time means the 
sum of (i) the unpaid Servicing Fee relating to the Purchased Interest 
accrued to such time, plus (ii) an amount equal to (a) the Capital of 
the Purchased Interest at the time of computation multiplied by (b) the 
product of (x) the percentage per annum at which the Servicing Fee is 
accruing on such date and (y) a fraction having as its numerator the 
product of (i) the Average Maturity (as in effect on such date) times 
(ii) 2.0 and 360 as its denominator.

"SETTLEMENT PERIOD" for each Portion of Capital means each period 
commencing on the first day and ending on the last day of each Fixed 
Period for such Portion of Capital and, on and after the Termination 
Date, such period (including, without limitation, a period of one day) 
as shall be selected from time to time by the Administrator or, in the 
absence of any such selection, each period of 30 days from the last day 
of the immediately preceding Settlement Period.

"SOLECTRON" has the meaning set forth in the preamble to the Agreement.

"SOLECTRON CREDIT AGREEMENT" shall mean the Credit  Agreement dated as 
of May 1, 1997, among Solectron, the banks party thereto, Bank of 
America, as agent and issuing bank, and BancAmerica Securities, Inc., as 
arranger, as amended, supplemented or otherwise modified from time to 
time.

"SOLECTRON PARTY" means Solectron (whether acting as an Originator, as 
Guarantor or Servicer), Solectron California Corporation, the Seller or 
any of their respective Affiliates.

"SOLVENT" means, as to any Person at any time, that (a) the fair value 
of the property of such Person is greater than the amount of such 
Person's liabilities (including disputed, contingent and unliquidated 
liabilities) as such value is established and liabilities evaluated for 
purposes of Section 101(32) of the Bankruptcy Code and, in the 
alternative, for purposes of applicable state fraudulent conveyance law; 
(b) the present fair saleable value of the property of such Person is 
not less than the amount that will be required to pay the probable 
liability of such Person on its debts as they become absolute and 
matured; (c) such Person is able to realize upon its property and pay 
its debts and other liabilities (including disputed, contingent and 
unliquidated liabilities) as they mature in the normal course of 
business; (d) such Person does not intend to, and does not believe that 
it will, incur debts or liabilities beyond such Person's ability to pay 
as such debts and liabilities mature; and (e) such Person is not engaged 
in business or a transaction, and is not about to engage in business or 
a transaction, for which such Person's property would constitute 
unreasonably small capital.

"STANDARD & POOR'S" or "S&P" means Standard & Poor's Rating Services, a 
division of The McGraw Hill Companies, Inc., or any successor thereto.

"SUBSCRIPTION AGREEMENT" is defined in PARAGRAPH 1(c) of Exhibit I to 
the Purchase and Sale Agreement.

"TANGIBLE NET WORTH" means total stockholders' equity minus goodwill, 
patents, trade names, trade marks, copyrights, franchises, 
organizational expense, deferred assets other than prepaid insurance and 
prepaid taxes and such other assets as are properly classified as 
"intangible assets", for any corporation as determined in accordance 
with generally accepted accounting principles.

"TERMINATION DATE" means the earlier of (i) the Business Day which the 
Seller so designates by notice to the Administrator at least five days 
in advance and (ii) the Facility Termination Date.

"TERMINATION DAY" means (i) each day on which the conditions set forth 
in SECTION 2 of EXHIBIT II are not satisfied and (ii) each day which 
occurs on or after the Termination Date.

"TERMINATION DISCOUNT" means, for the Purchased Interest on any date, an 
amount equal to the Rate Variance Factor on such date multiplied by the 
product of (i) the Capital of the Purchased Interest on such date and 
(ii) the product of (a) the Base Rate for the Purchased Interest for a 
30-day Fixed Period deemed to commence on such date and (b) a fraction 
having as its numerator the product of (i) the Average Maturity (as in 
effect on such date) times (ii) 2.0 and 360 as its denominator.

"TERMINATION EVENT" has the meaning specified in EXHIBIT V.

"TERMINATION FEE" means, for any Fixed Period during which a Termination 
Day occurs, the amount, if any, by which (i) the additional Discount 
(calculated without taking into account any Termination Fee or any 
shortened duration of such Fixed Period pursuant to CLAUSE (c)(iv) of 
the definition thereof) which would have accrued during such Fixed 
Period on the reductions of Capital of the Purchased Interest relating 
to such Fixed Period had such reductions remained as Capital, exceeds 
(ii) the income, if any, received by the Issuer from the Issuer 
investing the proceeds of such reductions of Capital, as reasonably 
determined by the Administrator, which determination shall be binding 
and conclusive for all purposes, absent manifest error.

"TRANSACTION DOCUMENTS" means the Agreement, the Purchase and Sale 
Agreement, the Lock-Box Agreements, the Liquidity Asset Purchase 
Agreement, the Initial Purchaser Note, the Subscription Agreement and 
all other certificates, instruments, UCC financing statements, reports 
required under the Transaction Documents, notices and agreements 
executed or delivered under or in connection with the Agreement, in each 
case as the same may be amended, amended and restated or otherwise 
modified from time to time in accordance with their respective terms 
and, if applicable, in accordance with the terms of the Agreement.

"UCC" means the Uniform Commercial Code as from time to time in effect 
in the applicable jurisdiction.

"UNMATURED TERMINATION EVENT" means, with respect to the Purchase and 
Sale Agreement or the Agreement, an event which, with the giving of 
notice or lapse of time, or both, would constitute a Purchase and Sale 
Termination Event or a Termination Event, as the case may be.

"WELFARE PLAN" means a "welfare plan", as such term is defined in 
Section 3(1) of ERISA.

OTHER TERMS.  All accounting terms not specifically defined in the 
Agreement or in any other Transaction Document shall be construed in 
accordance with generally accepted accounting principles.  All terms 
used in Article 9 of the UCC in effect in the State of California, and 
not specifically defined in the Agreement or in any other Transaction 
Document, are used herein as defined in such Article 9.  Unless the 
context otherwise requires, when used in the Agreement or in any other 
Transaction Document, "or" means "and/or", and "including" (and with 
correlative meaning "include" and "includes") means including without 
limiting the generality of any description preceding such term.


<PAGE>
                               EXHIBIT II

                        CONDITIONS OF PURCHASES

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

   (a)  A duly executed counterpart of this Agreement.

   (b)  A duly executed counterpart of the Purchase and Sale Agreement.

   (c)  Certified copies of (i) the resolutions of the Board of 
Directors of each of Solectron California Corporation, the Seller and 
Solectron Corporation (as an Originator, as Servicer and as Guarantor) 
authorizing the execution, delivery, and performance by Solectron 
California Corporation, the Seller and Solectron Corporation (as an 
Originator, as Servicer and as Guarantor), respectively, of the 
Agreement and the other Transaction Documents, (ii) all documents 
evidencing other necessary corporate action and governmental approvals, 
if any, with respect to the Agreement and the other Transaction 
Documents and (iii) the certificate of incorporation and by-laws of each 
of Solectron California Corporation, the Seller and the Solectron 
Corporation.

   (d)  A certificate of the Secretary or Assistant Secretary of 
Solectron California Corporation, the Seller and Solectron Corporation 
certifying the names and true signatures of the officers of Solectron 
California Corporation, the Seller and Solectron Corporation, 
respectively, authorized to sign the Transaction Documents to which it 
is party.  Until the Administrator receives a subsequent incumbency 
certificate from Solectron California Corporation, the Seller or 
Solectron Corporation in form and substance satisfactory to the 
Administrator, the Administrator shall be entitled to rely on the last 
such certificate delivered to it by Solectron California Corporation, 
the Seller or Solectron Corporation, as the case may be.

   (e)  Acknowledgment copies, or time stamped receipt copies, of proper 
UCC financing statements, duly filed on or before the date of such 
initial purchase under the UCC of all jurisdictions that the 
Administrator may deem necessary or desirable in order to perfect the 
interests of the Seller, the Administrator and the Issuer contemplated 
by the Agreement and the Purchase and Sale Agreement.

   (f)  Acknowledgment copies, or time stamped receipt copies, of proper 
financing statements, if any, necessary to release all security 
interests and other rights of any Person in the Receivables, Contracts 
or Related Security previously granted by the Seller and each 
Originator.

   (g)  Completed UCC requests for information, dated on or before the 
date of such initial purchase, listing the financing statements referred 
to in SUBSECTION (e) above and all other effective financing statements 
filed in the jurisdictions referred to in SUBSECTION (e) above that name 
the Seller or an Originator as debtor, together with copies of such 
other financing statements (none of which shall cover any Receivables, 
Contracts or Related Security), and similar search reports with respect 
to federal tax liens and liens of the PBGC and judgment liens in such 
jurisdictions as the Administrator may request, showing no such liens on 
any of the Receivables, Contracts or Related Security.

   (h)  Copies of executed Lock-Box Agreements with the Lock-Box Banks.

   (i)  A favorable opinion of Wilson Sonsini Goodrich & Rosati, counsel 
for Solectron California Corporation, the Seller and Solectron 
Corporation (as an Originator, as Servicer and Guarantor), as to 
corporate matters, security interests (including perfection and 
priority), and as to such other matters as the Administrator may 
reasonably request.

   (j)  A favorable opinion of Murphy, Wier & Butler, as to true sale 
and substantive consolidation. 

   (k)  Satisfactory results of a review and audit of each Originator's 
and the Servicer's collection, operating and reporting systems, Credit 
and Collection Policy, historical receivables data and accounts, 
including satisfactory results of a review of each Originator's and the 
Servicer's operating location(s) and satisfactory review and approval of 
the Eligible Receivables in existence on the date of the initial 
purchase under the Agreement.

   (l)  A completed Seller Report representing the performance of the 
Receivables for the month prior to closing.

   (m)  Evidence of payment by each Originator, Solectron and the Seller 
of all accrued and unpaid fees (including those contemplated by the 
letter agreement referred to in SECTION 1.5), costs and expenses to the 
extent then due and payable on the date thereof, together with Attorney 
Costs of the Administrator to the extent invoiced prior to or on such 
date, plus such additional amounts of Attorney Costs as shall constitute 
the Administrator's reasonable estimate of Attorney Costs incurred or to 
be incurred by it through the closing proceedings (provided that such 
estimate shall not thereafter preclude final settling of accounts 
between such Persons and the Administrator) and, without limiting the 
foregoing, including any such costs, fees and expenses arising under or 
referenced in SECTION 5.4.

   (n)  A letter agreement between the Seller and the Administrator 
contemplated by SECTION 1.5.

   (o)  Good standing certificates with respect to each of Solectron 
California Corporation, the Seller and the Servicer issued by the 
Secretaries of the States of California and (with respect to the Seller 
and Solectron) Delaware.

   (p)  A certificate from an officer of Solectron California 
Corporation to the effect that the Seller has a Tangible Net Worth of at 
least $20,000,000.

   (q)  Such other approvals, opinions or documents as the Administrator 
or Purchasers may reasonably request.

2.  CONDITIONS PRECEDENT TO ALL PURCHASES AND REINVESTMENTS.  Each 
purchase (including the initial purchase) and each reinvestment shall be 
subject to the further conditions precedent that:

   (a)  in the case of each purchase, the Servicer shall have delivered 
to the Administrator on or prior to such purchase, in form and substance 
satisfactory to the Administrator, a completed Seller Report with 
respect to the immediately preceding calendar month, dated within 10 
days prior to the date of such purchase together with a listing by 
Obligor of all Receivables and such additional information as may 
reasonably be requested by the Administrator;

   (b)  on the date of such purchase or reinvestment the following 
statements shall be true (and acceptance of the proceeds of such 
purchase or reinvestment shall be deemed a representation and warranty 
by the Seller that such statements are then true):

      (i)  the representations and warranties contained in PARAGRAPHS 
(e), (f), (h), (i), (j), (k), (o), (q), (r) and (t) of EXHIBIT III are 
true and correct on and as of the date of such purchase or reinvestment 
as though made on and as of such date; and

     (ii)  no event has occurred and is continuing, or would result from 
such purchase or reinvestment, that constitutes a Termination Event or 
that would constitute a Termination Event but for the requirement that 
notice be given or time elapse or both; and

   (c)  the Administrator shall have received such other approvals, 
opinions or documents as it may reasonably request.


<PAGE>
                               EXHIBIT III

                     REPRESENTATIONS AND WARRANTIES	

Each of the Seller and the Servicer, represents and warrants as follows 
with respect to itself and its respective properties, as applicable:

   (a)  It is a corporation duly incorporated, validly existing and in 
good standing under the laws of the State of Delaware in the case of the 
Servicer, 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 its 
business, assets, operations, prospects or condition, financial or 
otherwise, and those of any of its subsidiaries taken as a whole, its 
ability to perform its obligations under the Agreement, or the rights of 
or benefits available under any Transaction Document to the Issuer or 
the Administrator.

   (b)  The execution, delivery and performance by it  of the Agreement 
and the other Transaction Documents to which it is a party, including, 
in the case of the Seller, the Seller's use of the proceeds of purchases 
and reinvestments, (i) are within its 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) its charter 
or by-laws, (2) any material law, rule or regulation applicable to it, 
(3) any contractual restriction binding on or affecting it or its 
property (including, without limitation the Solectron Credit Agreement) 
or (4) any order, writ, judgment, award, injunction or decree binding on 
or affecting the Seller 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 Agreement and the other Transaction Documents to 
which it is a party have been duly executed and delivered by it.

   (c)  No authorization or approval or consent or other action by, and 
no notice to or filing with, any Governmental Authority or other Person 
is required for the due execution, delivery and performance by it of the 
Agreement or any other Transaction Document to which it is a party.

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

   (e)  The balance sheets of Solectron and its subsidiaries, in each 
case as at September 31, 1996, and the related statements of income and 
retained earnings of the Servicer 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 the Servicer 
and its subsidiaries, as at such date and the results of the operations 
of the Servicer and its subsidiaries, for the period ended on such date, 
all in accordance with generally accepted accounting principles 
consistently applied, and since September 31, 1996 there has been no 
material adverse change in the business, operations, property or 
financial or other condition or operations of the Servicer or any of its 
subsidiaries, the ability of the Servicer to perform its obligations 
under the Agreement or the other Transaction Documents or, in the case 
of the Seller, the collectibility of the Receivables, or which affects 
the legality, validity or enforceability of the Agreement or the other 
Transaction Documents.

   (f)  There is no pending or threatened action or proceeding affecting 
the Seller or the Servicer or any of its subsidiaries before any 
Governmental Authority or arbitrator (x) which could materially 
adversely affect (i) the business, operations, prospects, property, 
financial or other condition or operations of the Seller or the Servicer 
or any of its subsidiaries, (ii) the ability of the Seller or the 
Servicer to perform its obligations under the Agreement or the other 
Transaction Documents, (iii) the ability of Solectron to pay its 
obligations under the Solectron Credit Agreement or (iv) the 
collectibility of the Receivables, or (y) which affects or purports to 
affect the legality, validity or enforceability of the Agreement or the 
other Transaction Documents.

   (g)  No proceeds of any purchase or reinvestment in respect of the 
Purchased Interest 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)  The Seller is the legal and beneficial owner of the Pool 
Receivables and Related Security free and clear of any Adverse Claim; 
upon each purchase or reinvestment, the Issuer shall acquire a valid and 
enforceable perfected undivided percentage ownership interest, to the 
extent of the Purchased Interest, in each Pool Receivable then existing 
or thereafter arising and in the Related Assets with respect thereto, 
free and clear of any Adverse Claim; the Agreement creates a security 
interest in favor of the Administrator, on its behalf and on behalf of 
the Issuer, in Seller's right, title and interest in, to and under the 
items described in SECTION 1.2(d), and the Administrator, on its behalf 
and on behalf of the Issuer, 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 financing statement or other instrument similar in effect 
covering any Contract or any Pool Receivable or Related Asset or any 
Lock-Box Account (or other item covered by SECTION 1.2(d) of the 
Agreement) is on file in any recording office, except those filed in 
favor of the Administrator relating to the Agreement.

   (i)  Each Seller Report (if prepared by the Seller or one of its 
Affiliates, or to the extent that information contained therein is 
supplied by the Seller or an Affiliate), information, exhibit, financial 
statement, document, book, record or report furnished or to be furnished 
at any time by or on behalf of the Seller to the Administrator in 
connection with the 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)  The principal place of business and chief executive office (as 
such terms are used in the UCC) of the Seller and the office where the 
Seller keeps its records concerning the Receivables are located at the 
address referred to in PARAGRAPH (b) of EXHIBIT IV.

   (k)  The names and addresses of all the Lock-Box Banks, together with 
the account numbers of the Lock-Box Accounts, are specified in SCHEDULE 
II to the Agreement (or at such other Lock-Box Banks and/or with such 
other Lock-Box Accounts as have been notified to the Administrator in 
accordance with the Agreement).  The Lock-Box Banks have complied with 
all of the terms of the Lock-Box Agreements.

   (l)  It is not in violation of any order of any court, arbitrator or 
Governmental Authority.

   (m)  Neither it nor any of its Affiliates of has any direct or 
indirect ownership or other financial interest in the Issuer.

   (n)  No proceeds of any purchase or reinvestment 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.

   (o)  Each Pool Receivable included as an Eligible Receivable in the 
calculation of the Net Receivables Pool Balance, exists and is an 
Eligible Receivable as of the date of such calculation.

   (p)  No event has occurred and is continuing, or would result from a 
purchase in respect of, or reinvestment in respect of the Purchased 
Interest or from the application of the proceeds therefrom, which 
constitutes a Termination Event.

   (q)  The Seller has accounted for each sale of undivided percentage 
ownership interests in Receivables in its books and financial statements 
as sales, consistent with Generally Accepted Accounting Principles. 

   (r)  It has complied in all material respects with the Credit and 
Collection Policy with regard to each Pool Receivable.

   (s)  It has complied with all of the terms, covenants and agreements 
contained in the Agreement and the other Transaction Documents and 
applicable to it.

   (t)  It is Solvent; and at the time of (and immediately after) each 
purchase and reinvestment by the Purchaser, it shall have been Solvent.

   (u)  The Seller's complete corporate name is set forth in the 
preamble to the Agreement, and the Seller 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 as set forth on SCHEDULE 
III and except for names first used after the date of the Agreement and 
set forth in a notice delivered to the Administrator pursuant to 
PARAGRAPH (b)(ii) of EXHIBIT IV.

   (v)  The Seller 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 IV

                                COVENANTS		


COVENANTS OF THE SELLER AND THE SERVICER.  Until the latest of the 
Facility Termination Date, the date on which no Capital of or Discount 
in respect of the Purchased Interest shall be outstanding and the date 
all other amounts (other than in respect of unasserted indemnity claims) 
owed by the Seller under the Agreement to the Issuer, the Administrator 
and any other Indemnified Party or Affected Person shall be paid in full 
(such latest date being referred to as the "Final Payout Date"), each of 
the Seller and the Servicer covenants and agrees, with respect to 
itself, as follows:

   (a)  COMPLIANCE WITH LAWS, ETC.  It 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 its ability to perform its obligations under any related 
Contract or under the Agreement.

   (b)  OFFICES, RECORDS AND BOOKS OF ACCOUNT; CHANGE OF NAME, IDENTITY, 
CORPORATE STRUCTURE; ETC.  In the case of the Seller, it

      (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 set 
forth under its name on the signature page to the 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 
interests of the Administrator and the Issuer in the Receivables and 
related items (including without limitation the items described in 
SECTION 1.2(d)) have been taken and completed; and 

     (ii)  shall provide the Administrator with at least 30 days' 
written notice prior to making any change in its name or making any 
other change in its identity or corporate structure (including a merger) 
which could render any UCC financing statement filed in connection with 
this 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.  

Each of the Seller and Servicer 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.  It shall, at its expense, cause each Originator to 
timely and fully perform and comply with all material provisions, 
covenants and other promises required to be observed by such Originator 
under the Contracts related to the Pool 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.  It shall, at its expense, take all 
action necessary or desirable to establish and maintain a valid and 
enforceable and perfected undivided ownership interest, to the extent of 
the Purchased Interest, in the Pool Receivables and the Related Assets 
with respect thereto, and a first priority perfected security interest 
in the items described in SECTION 1.2(d), in each case free and clear of 
any Adverse Claim, in favor of the Administrator and the Issuer, 
including, without limitation, filing UCC financing statements and 
taking such other action to perfect, protect or more fully evidence the 
interest of the Administrator and the Issuer under the Agreement as the 
Administrator or the Issuer, through the Administrator, may reasonably 
request.

   (e)  SALES, LIENS, ETC.  The Seller 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, any item described in 
SECTION 1.2(d) including without limitation the Seller's undivided 
interest in any Receivable, Related Security, or Collections, or upon or 
with respect to any account to which any Collections of any Pool 
Receivables are sent, or assign any right to receive income in respect 
of any items contemplated by this PARAGRAPH (e).

   (f)  EXTENSION OR AMENDMENT OF RECEIVABLES.  Except as provided in 
SECTION 4.2(a) of the Agreement, it shall not extend the maturity or 
adjust the Outstanding Balance or otherwise modify the terms of any Pool 
Receivable or amend, modify or waive any term or condition of any 
related Contract.

   (g)  CHANGE IN BUSINESS OR CREDIT AND COLLECTION POLICY.  It 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 Pool or the enforceability of any 
related Contract or the ability of each Originator to perform its 
obligations under any related Contract or the ability of each Seller or 
the Servicer to perform its obligations under the Agreement without the 
prior written consent of the Administrator.

   (h)  AUDITS.  It 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 make abstracts 
from all books, records and documents (including, without limitation, 
computer tapes and disks) in the possession or under its control 
relating to Receivables and the Related Assets (including, without 
limitation, the related Contracts and any such books, records and 
documents relating to the identification of Obligors and agings, charge-
offs, offsets and delinquencies of Receivables), and (ii) to visit its 
offices and properties for the purpose of examining such materials 
described in clause (i) above, and to discuss matters relating to 
Receivables and the Related Assets or its performance hereunder or under 
the Contracts with any of its officers, employees, agents or contractors 
having knowledge of such matters.

   (i)  CHANGE IN LOCK-BOX BANKS, LOCK-BOX ACCOUNTS AND PAYMENT 
INSTRUCTIONS TO OBLIGORS.  It 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 Agreement, or make any change in its instructions to 
Obligors regarding 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 request in connection therewith.

   (j)  DEPOSITS TO LOCK-BOX ACCOUNTS.  It 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 a Lock-Box 
Agreement 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 Agreement, it may 
permit Obligors to make payments on Receivables directly to the 
applicable 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 and cause 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 (iii) deposit, or cause to be deposited, any 
Collections of Pool Receivables received by it into Lock-Box Accounts 
not later than three Business Days after receipt thereof.  It will not 
deposit or otherwise credit, or cause or permit to be so deposited or 
credited, to any Lock-Box Account cash or cash proceeds other than 
Collections of Pool Receivables or interest accruing on amounts held in 
such accounts.

   (k)  MARKING OF RECORDS.  It shall, at its expense, mark its master 
data processing records relating to Pool Receivables and related 
Contracts, including with a legend evidencing that the undivided 
percentage ownership interests with regard to the Purchased Interest 
related to such Receivables and related Contracts have been sold in 
accordance with the Agreement.

   (l)  REPORTING REQUIREMENTS.  It shall provide to the Administrator 
(in multiple copies, if requested by the Administrator) the following:

      (i)  as soon as available and in any event within 45 days after 
the end of the first three quarters of each fiscal year of the Seller 
and the Servicer, balance sheets of Solectron, Solectron California 
Corporation and the Seller and of Solectron and its subsidiaries on a 
consolidated basis as of the end of such quarter, and statements of 
income and retained earnings of each of Solectron and Solectron 
California Corporation individually and of Solectron and its 
subsidiaries on a consolidated basis, for the period commencing at the 
end of the previous fiscal year and ending with the end of such quarter, 
certified by the chief financial officer of each of Solectron California 
Corporation, the Seller and Solectron; 

     (ii)  as soon as available and in any event within 90 days after 
the end of each fiscal year of Solectron, a copy of the annual report 
for such year for Solectron and its subsidiaries, containing financial 
statements for such year audited by KPMG Peat Marwick or other 
independent certified public accountants of national reputation;

    (iii)  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, a Seller Report as of the previous 
Month-End Date; 

     (iv)  on the first Business Day of each calendar week, a report 
with respect to Solectron's accounts payable as of the last Business Day 
of the preceding week, in form and substance satisfactory to the 
Administrator, if the rating on the Rated Long Term Debt of Solectron is 
no longer Investment Grade; 

      (v)  as soon as possible and in any event within five days after 
the occurrence of each Termination Event or event which, with the giving 
of notice or lapse of time, or both, would constitute a Termination 
Event, a statement of the chief financial officer of the Servicer, the 
Seller or Solectron California Corporation setting forth details of such 
Termination Event or event and the action that the Seller or Solectron 
California Corporation, as the case may be, has taken and proposes to 
take with respect thereto; 

     (vi)  promptly after the sending or filing thereof, copies of all 
reports that the Servicer, the Seller, Solectron California Corporation 
or any of its Subsidiaries sends to any of its security holders, and 
copies of all reports and registration statements that the Seller, 
Solectron California Corporation, Solectron or any of its subsidiaries 
files with the Securities and Exchange Commission or any national 
securities exchange;

    (vii)  promptly after the filing or receiving thereof, copies of all 
reports and notices that the Seller, Solectron California Corporation, 
Solectron or any Affiliate files under ERISA with the Internal Revenue 
Service or the PBGC or the U.S. Department of Labor or that the Seller, 
Solectron California Corporation, Solectron or any Affiliate receives 
from any of the foregoing or from any multiemployer plan (within the 
meaning of Section 4001(a)(3) of ERISA) to which the Seller, Solectron 
California Corporation, Solectron or any Affiliate is or was, within the 
preceding five years, a contributing employer, in each case in respect 
of the assessment of withdrawal liability or an event or condition which 
could, in the aggregate, result in the imposition of liability on the 
Seller, Solectron California Corporation, Solectron and/or any such 
Affiliate in excess of $5,000,000;

   (viii)  at least thirty days prior to any change in the Seller's or 
an Originator's name, or any other change requiring the amendment of UCC 
financing statements or the filing of new UCC financing statements in 
order to maintain the perfection and priority of the security interest 
granted pursuant to SECTION 1.2 of the Agreement, a notice setting forth 
such changes and the effective date thereof;

     (ix)  such other information respecting the Receivables or the 
condition or operations, financial or otherwise, of the Seller, 
Solectron California Corporation, Solectron or any of their respective 
Affiliates as the Administrator may from time to time reasonably 
request;

      (x)  promptly after the Seller or the Servicer obtains knowledge 
thereof, notice of any (a) litigation, investigation or proceeding which 
may exist at any time involving any Solectron Party and any Governmental 
Authority which, if not cured or if adversely determined, as the case 
may be, would have a material adverse effect (i) on the business, 
operations, property or financial or other condition of Solectron or any 
of its subsidiaries or (ii) upon the ability of Solectron or any of its 
subsidiaries to pay any Indebtedness or (iii) upon the Receivables Pool 
or (iv) upon the Seller's receipt of or right to receive Collections; or 
(b) litigation or proceeding adversely affecting any Solectron Party or 
in which the amount involved is $5,000,000 or more and not covered by 
insurance or in which injunctive or similar relief is sought or (c) 
litigation or proceeding relating to any Transaction Document; and

     (xi)  promptly after the occurrence thereof, notice of a material 
adverse change in the business, operations, property or financial or 
other condition of the Seller or any other Solectron Party.

   (m)  GENERAL RESTRICTIONS.  On and after the Initial Purchase Date, 

      (i)  RESTRICTED PAYMENTS.  the Seller shall not (A) pay or declare 
any Dividend, (B) lend or advance any funds, or (C) repay any loans or 
advances to, for or from any Solectron Party, or (D) make any payments 
in respect of the purchase price of Receivables and Related Assets under 
the Purchase and Sale Agreement, except in accordance with CLAUSE (o) of 
this EXHIBIT IV and this CLAUSE (m).  Actions of the type described in 
the preceding sentence are herein collectively called "RESTRICTED 
PAYMENTS";

     (ii)  TYPES OF PERMITTED PAYMENTS.  subject to the limitations set 
forth in CLAUSE (o) below, the Seller may declare and pay Dividends to 
any shareholder (provided, that payment of such Dividends must comply 
with applicable law; and PROVIDED, FURTHER, that Dividends may not be 
paid more frequently than permitted by applicable law;

    (iii)  	ADDITIONAL SPECIFIC RESTRICTIONS.  the Seller may make 
Restricted Payments only out of Collections paid or released to the 
Seller pursuant to SECTIONS 1.4(b)(ii) or 1.4(b)(iv) of the Agreement, 
from the proceeds of any Purchased Interest, from the original paid in 
capital of the Seller, or from other net income of the Seller; provided, 
however, that the Seller shall not pay, make or declare;

        (A)  any Dividend if, after giving effect thereto, the Seller's 
Tangible Net Worth would be less than $20,000,000;

        (B)  any Restricted Payment if, after giving effect thereto, a 
Termination Event or Unmatured Termination Event shall have occurred and 
be continuing; or

        (C)  any Restricted Payment if, after giving effect thereto, the 
Seller would not be Solvent.

   (n)  ERISA MATTERS.  It 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 it or any other Person to terminate 
any Pension Plan which is not fully funded, unless adequate reserves 
have been set aside for the funding thereof, (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 any Solectron Party 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 any Solectron Party.

   (o)  MERGERS, ACQUISITIONS, SALES, INVESTMENTS, ETC.  It shall cause 
the Seller not to:

      (i)  be a party to any merger or consolidation, or directly or 
indirectly purchase or otherwise acquire all or substantially all of the 
assets or any stock of any class of, or any partnership or joint venture 
interest in, any other Person,

     (ii)  sell, transfer, convey or lease any of its assets other than 
pursuant to or as expressly permitted by this Agreement, or

    (iii)  make, incur or suffer to exist any investment in, equity 
contribution to, loan or advance to, or payment obligation in respect of 
the deferred purchase price of property from, any other Person, except 
as expressly contemplated by this Agreement and the Purchase and Sale 
Agreement.


<PAGE>
                                EXHIBIT V

                           TERMINATION EVENTS	


Each of the following shall be a "Termination Event":

   (a)  The Servicer shall fail to deliver the Seller Report pursuant to 
the Agreement and such failure shall remain unremedied for five days, or 
(ii) the Seller shall fail to make any payment required under the 
Agreement and such failure shall remain unremedied for two Business 
Days; or

   (b)  The Servicer shall fail (i) to transfer to any successor 
Servicer when required any rights, pursuant to the Agreement, which the 
Servicer then has, or (ii) to make any payment required under the 
Agreement; or

   (c)   Any representation or warranty made or deemed made by the 
Seller or the Servicer (or any of their respective officers) under or in 
connection with the Agreement or any other Transaction Document or any 
information or report delivered by the Seller or the Servicer pursuant 
to the Agreement shall prove to have been incorrect or untrue in any 
material respect when made or deemed made or delivered; or

   (d)  The Seller or the Servicer shall fail to perform or observe (i) 
any term, covenant or agreement contained in PARAGRAPHS (d), (e), (f), 
(g), (i), (j), (m), (n) or (o) of EXHIBIT IV to the Agreement and, in 
the case of any such failure with respect to PARAGRAPHS (i) or (j) that 
is solely the result of the termination of the applicable Lockbox 
Agreement by Bank of America National Trust and Savings Assocation, such 
failure shall remain unremedied for fourteen (14) days, (ii) any term, 
covenant or agreement contained in PARAGRAPH (l) of EXHIBIT IV to the 
Agreement and such failure shall remain unremedied for five days,  or 
(iii) any other term, covenant or agreement contained in the Agreement 
or any other Transaction Document on its part to be performed or 
observed and any such failure shall remain unremedied for thirty (30) 
days; or

   (e)  Any Solectron Party shall be in default with respect to any 
payment (whether or principal or interest and regardless of amount) in 
respect of any Material Indebtedness and such failure shall continue 
beyond the applicable grace period specified in the agreement or 
instrument relating to such Material Indebtedness or any Solectron Party 
shall default in any obligation under any Material Indebtedness and such 
failure shall result in such Material Indebtedness being declared to be 
due and payable prior to the stated maturity thereof; or

   (f)  The Agreement or any purchase or any reinvestment pursuant to 
the Agreement shall for any reason (other than pursuant to the terms 
hereof) (i) cease to create, or the Purchased Interest shall for any 
reason cease to be, a valid and enforceable first priority perfected 
undivided percentage ownership interest to the extent of the Purchased 
Interest in each Pool Receivable and the Related Security and 
Collections and other proceeds with respect thereto, free and clear of 
any Adverse Claim or (ii) cease to create with respect to the items 
described in SECTION 1.2(d), or the interest of the Administrator, on 
its behalf and on behalf of the Issuer, with respect to such items shall 
cease to be, a valid and enforceable first priority perfected security 
interest, free and clear of any Adverse Claim; or

   (g)  Solectron or the Seller 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 
Solectron or Seller 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 
Solectron or the Seller shall take any corporate action to authorize any 
of the actions set forth above in this PARAGRAPH (g); or

   (h)  As of any Month-End Date on and after the Initial Purchase Date, 
(i) the average Sales-Based Dilution Ratio for the three months ended on 
such Month-End Date shall exceed 9%, (ii) the average Sales-Based 
Default Ratio for the three months ended on such Month-End Date shall 
exceed 4% or (iii) the average Delinquency Ratio for the three months 
ended on such Month-End Date shall exceed 6%; or

   (i)  The Purchased Interest shall exceed 100% and such condition 
shall have continued for a period of five (5) Business Days following 
the earlier of (x) the Servicer's knowledge of such condition and (y) 
notice to the Servicer by the Administrator of the occurrence of such 
condition; or 

   (j)  An "Event of Default", as defined in the Solectron Credit 
Agreement, shall occur and be continuing, or, if the Solectron Credit 
Agreement (or the commitments of the lenders thereunder) has expired, 
been terminated or is otherwise not in full force and effect, an "Event 
of Default" as defined in the Solectron Credit Agreement, as in effect 
at the time immediately preceding such expiration, termination or 
failure to be in full force and effect, would have occurred and been 
continuing if the Solectron Credit Agreement had not so expired, 
terminated or failed to be in full force and effect; or

   (k)  On and after the Initial Purchase Date, the Tangible Net Worth 
of Seller shall at anytime be less than $20,000,000; or

   (l)  Any Change of Control shall occur or Solectron and Solectron 
California Corporation shall not own, directly or indirectly, 100% of 
all issued and outstanding capital stock of the Seller; or

   (m)  If Solectron has any Rated Long Term Debt outstanding, the 
rating assigned by S&P shall at any time be withdrawn or be less than 
"BB"; or

   (n)  A Purchase and Sale Termination Event shall have occurred.



<PAGE>
                               SCHEDULE I

                      CREDIT AND COLLECTION POLICY






<PAGE>
                               SCHEDULE II

                  LOCK-BOX BANKS AND LOCK-BOX ACCOUNTS


LOCK-BOX BANK 	                           LOCK-BOX ACCOUNT	
Bank of America National Trust
  and Savings Association

<PAGE>
                              SCHEDULE III

                               TRADE NAMES


<PAGE>
                                                              ANNEX A

                       FORM OF LOCK-BOX AGREEMENT



                AGREEMENT RELATING TO LOCKBOX SERVICES 

This Agreement is entered into as of September __, 1997 among Solectron 
California Corporation ("SCC"), Solectron Corporation ("SOLECTRON" and 
together with SCC, the "ORIGINATORS)', Solectron Funding Corporation 
("SELLER"), Receivables Capital Corporation ("PURCHASER"), Bank of 
America National Trust and Savings Association, as administrator for 
Purchaser ("ADMINISTRATOR"), and Bank of America National Trust and 
Savings Association ("BANK") with respect to the following:

   A.  Solectron and Bank have agreed to the Standard Terms and 
Conditions, a copy of which is attached as EXHIBIT A and incorporated 
herein by reference (the "STANDARD TERMS AND CONDITIONS"), relating to 
remittance processing services to be performed by Bank ("REMITTANCE 
PROCESSING SERVICE") in relation to the checks and other payment 
instruments mailed to the United States Post Office address or addresses 
("LOCKBOX ADDRESS OR ADDRESSES") assigned to Solectron (collectively, 
the "PAYMENTS") from time to time received or deposited in [Solectron's] 
Account No. ___________ with Bank (the "ACCOUNT").

   B.  Each of the Originators has assigned and/or may hereafter assign 
to Seller, and Seller has assigned and/or may hereafter assign to 
Purchaser and Administrator an undivided percentage interest in, and has 
granted to Administrator for its benefit and the benefit of Purchaser a 
security interest in, certain accounts, chattel paper instruments or 
general intangibles ("RECEIVABLES") and all proceeds thereof, including 
the Payments.

   C.  Each Originator, Seller, Purchaser, Administrator and Bank are 
entering into this Agreement to provide for the assignment of the 
Account to Administrator, for its benefit and the benefit of Purchaser, 
and the disposition of net proceeds of Payments deposited in the 
Account.

ACCORDINGLY, EACH ORIGINATOR, PURCHASER, ADMINISTRATOR AND BANK AGREE AS 
FOLLOWS:

1.  Assignment of Account:

     (a)  Each Originator hereby assigns and transfers to Seller, and 
Seller hereby assigns and transfers to Administrator, for its benefit 
and the benefit of Purchaser, and grants to Administrator, for its 
benefit and the benefit of Purchaser, a security interest in, the 
Account, all Payments and all other moneys deposited in the Account from 
time to time.  Subject to the terms hereof, Administrator, for its 
benefit and the benefit of Purchaser, shall have exclusive dominion and 
control over the Account. 
	
     (b)  Bank hereby acknowledges receipt of notice of the ownership 
and security interest of Administrator, for its benefit and the benefit 
of Purchaser, in the Payments, the Account and the amounts from time to 
time on deposit therein and agrees that the Account shall be maintained 
for the benefit of Administrator, on its behalf and on behalf of 
Purchaser, on the terms provided herein).

     (c)  The Account shall be entitled "Solectron for the benefit of 
Bank of America, as Administrator." 

     (d)  Administrator, on behalf of itself and Purchaser, hereby 
authorizes Bank to transfer balances in the Account to each Originator 
in accordance with instructions to Bank from Solectron, and hereby 
authorizes Solectron (in its capacity as servicer of the Receivables) to 
accept such transfers and to give such instructions prior to the 
Activation Period.  The "ACTIVATION PERIOD" means the period of time 
commencing on the date [two] Business Days after Bank's receipt of a 
written notice from Administrator in the form of Attachment I (the 
"NOTICE").  Administrator will simultaneously provide a copy of the 
Notice to Solectron.

     (e)  Bank has sole and exclusive access to items mailed to the 
Lockbox Address(es).

2.  Bank is hereby authorized (and, in the case of clauses (a), (b) and 
(e) below, hereby agrees):

     (a)  to perform the Remittance Processing Service and to follow its 
usual operating procedures for the handling of any Payments, in 
accordance with the Standard Terms and Conditions, as modified by this 
Agreement;

     (b)  to charge the Account for all returned Payments, service 
charges, and other fees and charges associated with the Remittance 
Processing Service and this Agreement;

     (c)  to follow its usual procedures in the event the Account or any 
Payment should be or become the subject of any writ, levy, order or 
other similar judicial or regulatory order or process ("ORDER") to 
comply with such Order;  and

     (d)  at all times prior to the Activation Period, to transfer all 
collected and available balances in the Account to [Solectron] Account 
No. __________ at ______________ (or such other account as [Solectron] 
may designate by written notice to the Bank and Administrator), and, 
notwithstanding anything to the contrary herein or in the Standard Terms 
and Conditions, during the Activation Period (i) to refrain from 
transferring any balances at the discretion of the Company and (ii) to 
transfer all collected and available balances in the Account to such 
account as Administrator may designate by written notice to Bank) 
pursuant to Administrator's instructions.  Funds are not available if, 
in the reasonable determination of Bank, they are subject to a hold, 
dispute or legal process preventing their withdrawal.  Company or 
Administrator, as applicable, will give Bank reasonable advance written 
notice of any change in the instructions.

3.  If the balances in the Account are not sufficient to pay Bank for 
any returned check, each Originator agrees to pay Bank on demand the 
amount due Bank.

     (a)  If the balances in the Account are not sufficient to 
compensate Bank for any fees or charges due Bank in connection with the 
Remittance Processing Service or this Agreement, each Originator agrees 
to pay Bank on demand the amount due Bank.

4.  Each Originator hereby authorizes Bank, without prior notice, from 
time to time to debit any other account either Originator may have with 
Bank for the amount or amounts due Bank under subsection 3(a) or 3(b).  
Neither Purchaser nor Administrator shall be responsible for payment of 
any such amount.

     (a) bank agrees it shall not offset against the Account, except as 
permitted under this Agreement, until this Agreement has been terminated 
pursuant to subsection 5(d) hereof or by agreement of the parties. 

5.  Termination of this Agreement shall be as follows:

     (a)  Bank may terminate this Agreement upon 30 days' prior written 
notice to each Originator, Seller and Administrator.  Purchaser or 
Administrator may terminate this Agreement upon 30 days' prior written 
notice by Administrator to each Originator, Seller and Bank.  Neither of 
the Originators nor Seller may terminate this Agreement or the 
Remittance Processing Service except with the written consent of 
Administrator and upon 30 days' prior written notice to Bank and 
Administrator.

     (b)  Notwithstanding subsection 4(a), Bank may terminate this 
Agreement at any time by at least one Business Day's prior written 
notice to each Originator, Seller and Administrator if (i) either 
Originator or Seller breaches any of the terms of this Agreement, any 
other agreement with Bank or any agreement involving the borrowing of 
money or the extension of credit; (ii) either Originator or Seller 
liquidates, dissolves, merges with or into or consolidates with another 
entity or sells, leases or disposes of a substantial portion of its 
business or assets; (iii) either Originator, or Seller terminates its 
business, fails generally or admits in writing its inability to pay its 
debts as they become due; any bankruptcy, reorganization, arrangement, 
insolvency, dissolution or similar proceeding is instituted with respect 
to either Originator or Seller; either Originator, or Seller makes any 
assignment for the benefit of creditors or enters into any composition 
with creditors or takes any action in furtherance of any of the 
foregoing; or (iv) any material adverse change occurs in each 
Originator's or Seller's financial condition, results of operations or 
ability to perform its obligations under this Agreement.  Each 
Originator and Seller shall promptly give written notice to Bank and 
Administrator of the occurrence of any of the foregoing events with 
respect to itself.

     (c)  Upon any termination of this Agreement pursuant to subsection 
4(a) or 4(b) hereof, and subject to Section 13 hereof, (i) each 
Originator shall promptly arrange for Payments received at the Lockbox 
Address(es) or otherwise in or for deposit to the Account to be 
forwarded to another bank acceptable to Administrator and processed 
pursuant to an agreement acceptable to Administrator, and (ii) Bank 
shall no longer be required to process Payments, but subject to payment 
in advance of Bank's standard charges for such service, shall forward 
all Payments then held by Bank and all mail thereafter received at the 
Lockbox Address to such address or account as Administrator may direct. 
 Otherwise the provisions of this Agreement shall remain in effect until 
terminated pursuant to subsection 5(d) or by agreement among the 
parties.

6.  Bank will not be liable to either Originator, Seller, Purchaser or 
Administrator for any expense, claim, loss, damage or cost ("DAMAGES") 
arising out of or relating to its performance under this Agreement other 
than those Damages which result directly from its acts or omissions 
constituting negligence or willful misconduct, subject to the limits in 
subsection 5(b).

     (a)  Bank's liability is limited to direct money Damages actually 
incurred.  In no event will Bank be liable for any special, indirect, 
consequential or exemplary damages or for lost profits.

     (b)  Bank will be excused from failing to act or delay in acting, 
and no such failure or delay shall constitute a breach of this Agreement 
or otherwise give rise to any liability of Bank, if (i) such failure or 
delay is caused by circumstances beyond Bank's reasonable control, 
including but not limited to legal constraint, emergency conditions, 
action or inaction of governmental, civil or military authority, fire, 
strike, lockout or other labor dispute, war, riot, theft, flood, 
earthquake or other natural disaster, breakdown of public or private or 
common carrier communications or transmission facilities, equipment 
failure, or act, negligence or default of either Originator, Seller, 
Purchaser or Administrator or (ii) such failure or delay resulted from 
Bank's reasonable belief that the action would have violated any 
guideline, rule or regulation of any governmental authority.  Bank 
agrees to give each Originator, Seller and Administrator prompt notice 
of any actual or anticipated failure or delay resulting from any of the 
foregoing but any failure of Bank to give such notice shall not affect 
Bank's rights (or the limitation of its liability) under this subsection 
5(b) or 5(c).

     (c)  Administrator shall notify Bank promptly in writing when 
Purchaser has no further ownership interest (or commitment to acquire 
any interest) in the Receivables and all of each Originator's and  
Seller's, obligations have been paid in full, and this Agreement shall 
automatically terminate upon Bank's receipt of such notice.

7.  Each Originator shall indemnify Bank against, and hold it harmless 
from, any and all liabilities, claims, costs, expenses and damages of 
any nature (including but not limited to allocated costs of staff 
counsel, other reasonable attorney's fees and any fees and expenses 
incurred in enforcing this Agreement) in any way arising out of or 
relating to disputes or legal actions concerning Bank's provision of the 
Remittance Processing Service, this Agreement, the Lockbox Addresses or 
any Payment.  This Section does not apply to any cost or damage 
attributable to the gross negligence or intentional misconduct of Bank. 
 Each Originator's obligations under this Section shall survive 
termination of this Agreement.

8.  The Originators and Seller each represents and warrants to Bank, 
Purchaser and Administrator, that (i) each Acceptable Payee has 
authorized Payments payable to it to be credited to the Account; (ii) 
this Agreement constitutes its duly authorized, legal, valid, binding 
and enforceable obligation; (iii) the performance of its obligations 
under this Agreement and the consummation of the transactions 
contemplated hereunder will not (A) constitute or result in a breach of 
its certificate or articles of incorporation, by-laws or partnership 
agreement, as applicable, or the provisions of any material contract to 
which it is a party or by which it is bound or (B) result in the 
violation of any law, regulation, judgment, decree or governmental order 
applicable to it; and (iv) all approvals and authorizations required to 
permit the execution, delivery, performance and consummation of this 
Agreement and the transactions contemplated hereunder have been 
obtained.

     (a)  The Originators and Seller each agrees that it shall be deemed 
to make and renew each representation and warranty in subsection 7(a) on 
and as of each day on which it uses the Remittance Processing Service.

9.  The Originators and Seller each represents and warrants that it has 
not assigned or granted a security interest in the Account or any funds 
now or hereafter deposited in the Account, except to Seller (in the case 
of each Originator and to Purchaser and Administrator.

10.  The Originators and Seller each agrees that:

     (a)  Except as permitted under Section 2(d), it cannot, and will 
not, withdraw any monies from the Account until such time as 
Administrator advises Bank in writing that Purchaser and Administrator 
no longer claim any interest in the Account and the monies deposited and 
to be deposited in the Account; and

     (b)  It will not permit the Account to become subject to any other 
pledge, assignment, lien, charge or encumbrance of any kind, nature or 
description, other than ownership and security interests of Purchaser, 
and Administrator on its behalf, hereunder and as referred to herein.

11.  Purchaser and Administrator each acknowledges and agrees that Bank 
has the right to charge the Account from time to time, as set forth in 
this Agreement, and the account agreement, as amended from time to time, 
and that Purchaser and Administrator have no right to the sums so 
withdrawn by Bank.

12.  Each Business Day (as defined below), Bank will prepare a package 
of materials for each Lockbox Address which will include, but is not 
limited to, any Payments not processed in accordance with the set-up 
documents, invoices, any other material received at the Lockbox 
Address(es) and information regarding the deposit for such Business Day. 
 For purposes hereof, "Business Day" shall mean each Monday through 
Friday, excluding bank holidays.

     (a)  Bank will send the materials to the address specified below 
for Solectron, with a copy of the deposit advice to the address 
specified below for Administrator. In addition to the original statement 
which will be provided to Solectron, if requested by Administrator, Bank 
will provide Administrator with a duplicate statement.

13.  Each Originator agrees to pay to Bank, upon receipt of Bank's 
invoice, all costs, expenses and attorneys' fees (including allocated 
costs for in-house legal services) incurred by Bank in connection with 
the preparation and administration (including any amendments) and 
enforcement of this Agreement and any instrument or agreement required 
hereunder, including but not limited to any such costs, expenses and 
fees arising out of the resolution of any conflict, dispute, motion 
regarding entitlement to rights or rights of action, or other action to 
enforce Bank's rights in a case arising under Title 11, United States 
Code.

14.  Notwithstanding any of the other provisions in this Agreement, in 
the event of the commencement of a case pursuant to Title 11, United 
States Code, filed by or against either Originator or Seller, or in the 
event of the commencement of any similar case under then applicable 
federal or state law providing for the relief of debtors or the 
protection of creditors by or against either Originator or Seller, Bank 
may take or omit to take any action as Bank reasonably deems necessary 
in order to comply with all applicable provisions of governing statutes, 
and shall not be liable to the other parties, and each of the other 
parties hereby agrees not to assert any claim against Bank, for any 
Damages arising from such action or omission.

15.  This Agreement may be amended only be a writing signed by each 
Originator, Seller, Purchaser, Administrator and Bank; except that 
Bank's charges are subject to change by Bank upon 30 days' prior written 
notice to each Originator and Seller.

16.  This Agreement may be executed in counterparts; all such 
counterparts shall constitute but one and the same agreement.

17.  Any written notice or other written communication to be given under 
this Agreement shall be addressed to each party at its address set forth 
on the signature page of this Agreement or to such other address as a 
party may specify in writing.  Except as otherwise expressly provided 
herein, any such notice shall be effective upon receipt.

18.  This Agreement controls in the event of any conflict between this 
Agreement and or any other document or written or oral statement.  This 
Agreement supersedes all prior understandings, writings, proposals, 
representations and communications, oral or written, of any party 
relating to the subject matter hereof.

19.  Neither of the Originators nor Seller may assign any of its rights 
or obligations under this Agreement without the prior written consent of 
Bank.  Upon [30 days] prior written notice to Bank, Purchaser may assign 
its rights and interests under this Agreement to any assignee of 
Purchaser's interest in the Receivables.  Administrator may assign its 
rights, interests and obligations under this Agreement to any successor 
administrator for Purchaser.  Administrator agrees to give prompt 
written notice to Bank of any such assignment by Purchaser or 
Administrator, but no failure to give or delay in giving such notice 
shall impair the assignee's interest in the Account or, on and after the 
giving of such notice, the rights of the assignee hereunder.

20.  Bank hereby agrees that it will not institute, or join any other 
person or entity in instituting, any case pursuant to Title 11, United 
States Code, or any similar case under then applicable state or federal 
law providing for the relief of debtors or the protection of creditors, 
(a) against Purchaser prior to the date which is one year and one day 
after payment of all commercial paper or other rated securities now or 
hereafter issued by Purchaser or (b) against Seller prior to the date 
which is one year and one day after the date on which Purchaser has no 
further ownership interest (or commitment to acquire any interest) in 
the Receivables and all of Seller's obligations which are secured by the 
Receivables, the Payments and the Account are paid in full.  This 
Section 19 shall survive any termination of this Agreement.

21.  This Agreement shall be interpreted in accordance with Illinois law 
without reference to Illinois principles of conflicts of law.



IN WITNESS WHEREOF, the parties hereto have executed this agreement by 
their duly authorized officers as of the day and year first above 
written.

Solectron Corporation                 Address for notices:
("Solectron" and "Originator")
                                      847 Gilbrator Drive
By: __________________                Building 5
Name: ________________                Milpitas, California 95035
Title: _______________                Attention: Treasurer
                                      Telephone:  (408) 956-6577
                                      Facsimile:  (408) 956-6062

Solectron California Corporation      Addresses for notices
("Originator")
                                      847 Gilbrator Drive
By: __________________                Building 5
Name: ________________                Milpitas, California 95035
Title: _______________                Attention: Treasurer
                                      Telephone:  (408) 956-6577
                                      Facsimile:  (408) 956-6062

Solectron Funding Corporation         Address for notices:
("Seller")                            847 Gilbrator Drive
By: __________________                Building 5
Name: ________________                Milpitas, California 95035
Title: _______________                Attention: Treasurer
                                      Telephone:  (408) 956-6577
                                      Facsimile:  (408) 956-6062

Receivables Capital Corporation       Address for notices:
("Purchaser")
                                      c/o Administrator at its
                                      address shown below

By: __________________                c/o Merrill Lynch Money 
                                          Markets, Inc.
Name: ________________                World Financial Center, 
                                      North Tower
Title: _______________                250 Vesey Street - 11th Floor
                                      New York, New York 10281-1311
                                      Attention: George Roller
                                      Telephone:  (212) 449-1606
                                      Facsimile:  (212) 449-2234

Bank of America National Trust        Address for notices:
and Savings Association
("Administrator")                     Asset Securitization Group
                                      231 South LaSalle Street
By: __________________                Chicago, Illinois 60697
Name: ________________                Attention: Asset Securitization 
                                      Group
Title: _______________               Telephone:  (312) 828-7421
                                     Facsimile:  (312) 828-7855




Bank of America National Trust
and Savings Association		
("Bank")	

By: __________________	
Name:	________________
Title: _______________

By: __________________
Name: ________________
Title: _______________

<PAGE>
                                EXHIBIT A
                    TO THREE PARTY AGREEMENT RELATING 
                           TO LOCKBOX SERVICES


                      STANDARD TERMS AND CONDITIONS


The Lockbox Service involves processing checks that are received at a 
Lockbox Address.  With this Service, Company instructs its customers to 
mail checks it wants to have processed under the Service to the Lockbox 
Address.  Banks picks up mail at the Lockbox Address according to its 
mail pick-up schedule.  Banks will have unrestricted and exclusive 
access to the mail directed to the Lockbox Address.  Bank will provide 
Company with the Lockbox Service for a Lockbox Address when Company has 
completed and Bank has received Bank's then current set-up documents for 
the Lockbox Address.

If Bank receives any mail containing Company's Lockbox number at Bank's 
lockbox operations location (instead of the Lockbox Address), Bank may 
handle the mail as if it had been received at the Lockbox Address.

PROCESSING

Bank will handle checks received at the Lockbox Address according to the 
applicable deposit account agreement, if the checks were delivered by 
Company to Bank for deposit to the Account, except as modified by this 
Agreement.

Bank will open the envelopes picked up from the Lockbox Address and 
remove the contents.  For the Lockbox Address, checks and other 
documents contained in the envelopes will be inspected and handled in 
the manner specified in the Company's set-up documents.  Bank captures 
and reports information related to the lockbox processing, where 
available, if Company has specified this option in the set-up documents. 
Banks will endorse all checks Bank processes on Company's behalf.

If Bank processes an unsigned check as instructed in the set-up 
documents, and the check is paid, but the account owner does not 
authorize payment, Company agrees to indemnify Bank, the drawee bank, 
(which may include Bank) and any intervening collection bank for any 
liability or expense incurred by such indemnitee due to the payment and 
collection of the check.

If Company instructs Bank not to process a check bearing a handwritten 
or typed notation "Payment in Full" or words of similar import on the 
face of the check, Company understands that Bank has adopted procedures 
designed to detect checks bearing such notations; however, Bank will not 
be liable to Company or any other party for losses suffered if Bank 
fails to detect checks bearing such notations.

RETURN CHECK	

Unless Company and Bank agree to another processing procedure, Bank will 
reclear a check once which has been returned and marked to "Refer to 
Maker," "Not Sufficient Funds:" or "Uncollected Funds."  If the Check is 
returned for any other reason or if the check is returned a second time, 
Bank will debit the applicable Account and return the check to Company. 
 Company agrees that Bank will not send a returned item notice to 
Company for a returned check unless Company and Bank have agreed 
otherwise.

ACCEPTABLE PAYEES

For the Lockbox Address, Company will provide to Bank the names of 
Acceptable Payees ("Acceptable Payee" means Company's name and any other 
payee name provided to Bank by Company as an acceptable payee for checks 
to be processed under the Lockbox Service). Bank will process a check 
only if it is made payable to an Acceptable Payee and if the check is 
otherwise processable.  Company warrants that each Acceptable Payee has 
authorized checks payable to it be credited to the Account Company 
designates for the Lockbox Service.  Bank may treat as an acceptable 
Payee any variation of any Acceptable Payee's name that Bank deems to be 
reasonable.

CHANGES TO PROCESSING INSTRUCTIONS

Company may request Bank orally or in writing to make changes to the 
processing instructions (including changes to Acceptable Payees) for any 
Lockbox Address by contacting its Bank representative .  Bank will not 
be obligated to implement any requested changes until Bank has actually 
received the requests and had a reasonable opportunity to act upon them. 
 In making changes, Bank is entitled to rely on instructions purporting 
to be from Company.

<PAGE>
                               ATTACHMENT I
                            MULTI PARTY LOCKBOX



         Bank of America National Trust and Savings Association
                            as Administrator



To:  Bank of America
     231 South LaSalle Street
     Chicago, Illinois 60697

     Re:  Solectron Corporation
          Account No. ____________                          

Ladies and Gentlemen:

Reference is made to the Lockbox Agreement dated September __, 1997 (the 
"Agreement") among Solectron Corporation, Solectron California 
Corporation, Solectron Funding Corporation, Receivables Capital 
Corporation, Bank of America National Trust and Savings Association, as 
administrator, and you regarding the above-described account (the 
"Account").  In accordance with Section 1(d) and 2(d) of the Agreement, 
we hereby give you notice of our exercise of control of the Account and 
we hereby instruct you to transfer funds to Administrator's account or 
otherwise in accordance with Administrator's instructions as follows:  
[insert instructions].


                                    Very truly yours,


                                    BANK OF AMERICA NATIONAL TRUST
                                    & SAVINGS ASSOCIATION
                                    as Administrator


                                    By: __________________
                                    Name: ________________
                                    Title: _______________




<PAGE>
                           LOCK-BOX AGREEMENT



                                    ___________, 1997



[Name and Address of
  Lock-Box Bank]


Gentlemen:

Reference is made to lock-box account no. _____ (the "Lock-Box Account") 
and deposit account no. _____ (together with the Lock-Box Account, the 
"Accounts") maintained by Solectron [California] Corporation ("SOLECTRON 
[CALIFORNIA]") with you.  Reference is further made to (i) the Purchase 
and Sale Agreement dated as of September __, 1997 (as the same may be 
amended, amended and restated or otherwise modified from time to time, 
the "PURCHASE AND SALE AGREEMENT") among Solectron [California 
Corporation ("SOLECTRON CALIFORNIA")], as an Originator, Solectron 
Corporation, individually and as Servicer and an Originator, and 
Solectron Funding Corporation, as Initial Purchaser ("SOLECTRON 
FUNDING"), and (ii) the Receivables Purchase Agreement dated as of 
September __, 1997 (as the same may be amended, amended and restated or 
otherwise modified from time to time, the "RECEIVABLES PURCHASE 
AGREEMENT") among Solectron Funding, as Seller, Solectron, as Servicer, 
Receivables Capital Corporation ("RCC"), as Issuer, and Bank of America 
National Trust and Savings Association, as administrator (the 
"ADMINISTRATOR").

      Please be advised that pursuant to the Purchase and Sale Agreement 
Solectron [California] has sold to Solectron Funding all of Solectron's 
right, title and interest in (but not its obligations under) the 
Accounts, all amounts on deposit therein, all certificates and 
instruments, if any, evidencing such Accounts and amounts on deposit 
therein and all related agreements between you and Solectron 
[California].  In addition:

       (i)  (a) pursuant to the Purchase and Sale Agreement, Solectron 
[California] has sold to Solectron Funding and may hereafter sell to 
Solectron Funding all of Solectron's [California's] right, title and 
interest in accounts, chattel paper, instruments or general intangibles 
(collectively, "RECEIVABLES") with respect to which payments are or may 
hereafter be made to the Accounts and (b) pursuant to the Receivables 
Purchase Agreement, Solectron Funding has assigned and/or may hereafter 
assign to RCC one or more undivided percentage interests in Receivables 
with respect to which payments are or may hereafter be made to the 
Accounts; and

       (ii)  (a) pursuant to the Purchase and Sale Agreement, Solectron 
[California] has granted a security interest in such Receivables, the 
Accounts and related property to Solectron Funding and (b) pursuant to 
the Receivables Purchase Agreement Solectron Funding has granted a 
security interest in such Receivables, the Accounts and related property 
to the Administrator (for its benefit and the benefit of RCC).

     Your execution of this letter agreement is a condition precedent to 
continued maintenance of the Accounts with you.

     Solectron [California] and Solectron Funding hereby transfer 
exclusive ownership and control of the Accounts to the Administrator on 
behalf of RCC, subject only to the condition subsequent that the 
Administrator shall have given you notice of its election to assume such 
ownership and control, which notice may be in the form attached hereto 
as Exhibit A or in any other form that gives you reasonable notice of 
such election.

     We hereby irrevocably instruct you, at all times from and after the 
date of your receipt of notice from the Administrator as described 
above, to make all payments to be made by you out of or in connection 
with the Accounts directly to the Administrator, at its address set 
forth below its signature hereto or as the Administrator otherwise 
notifies you for the account of RCC (account # ___________, ABA 
#___________), or otherwise in accordance with the instructions of the 
Administrator.

     We also hereby notify you that, at all times from and after the 
date of your receipt of notice from the Administrator as described 
above, the Administrator shall be irrevocably entitled to exercise in 
our place and stead any and all rights in respect of or in connection 
with the Accounts, including, without limitation, (a) the right to 
specify when payments are to be made out of or in connection with the 
Accounts and (b) the right to require preparation of duplicate monthly 
bank statements on the Accounts for the Administrator's audit purposes 
and mailing of such statements directly to an address specified by the 
Administrator.

     Notice from the Administrator may be personally served or sent by 
facsimile or U.S. mail, certified return receipt requested, to the 
address or facsimile number set forth under your signature to this 
letter agreement (or to such other address or facsimile number as to 
which you shall notify the Administrator in writing).  If notice is 
given by facsimile, it will be deemed to have been received when the 
notice is sent and receipt is confirmed by telephone or other electronic 
means.  All other notices will be deemed to have been received when 
actually received or, in the case of personal delivery, delivered.

     By executing this letter agreement, you acknowledge and consent to 
the existence of the Administrator's right to ownership and control of 
the Accounts and the Administrator's security interest in the Accounts 
and amounts from time to time on deposit therein and agree that from the 
date hereof the Accounts shall be maintained by you for the benefit of, 
and amounts from time to time therein held by you as agent for, the 
Administrator on the terms provided herein.  The Accounts are to be 
titled "Solectron Funding Corporation and Bank of America National Trust 
and Savings Association as the Administrator for Receivables Capital 
Corporation".  Except as otherwise provided in this letter agreement, 
payments to the Accounts are to be processed in accordance with the 
standard procedures currently in effect.  All service charges and fees 
with respect to the Accounts shall continue to be payable by us as under 
the arrangements currently in effect.

     By executing this letter agreement, you irrevocably waive and agree 
not to assert, claim or endeavor to exercise, irrevocably bar and estop 
yourself from asserting, claiming or exercising, and acknowledge that 
you have not heretofore received a notice, writ, order or any form of 
legal process from any other person or entity asserting, claiming or 
exercising, any right of set-off, banker's lien or other purported form 
of claim with respect to the Accounts or any funds from time to time 
therein.  Except for your right to payment of your service charges and 
fees and to make deductions for returned items, you shall have no rights 
in the Accounts or funds therein.  To the extent you may ever have such 
rights, you hereby expressly subordinate all such rights to all rights 
of the Administrator.

     You may terminate this letter agreement by canceling the Accounts, 
which cancellation and termination shall become effective only upon 
thirty days' prior written notice thereof from you to the Administrator. 
Incoming mail addressed to or wire transfers to the Accounts received 
after such cancellation shall be forwarded in accordance with the 
Administrator's instructions.  This letter agreement may also be 
terminated upon written notice to you by the Administrator stating that 
the Receivables Purchase Agreement pursuant to which this letter 
agreement was obtained is no longer in effect.  Except as otherwise 
provided in this paragraph, this letter agreement may not be terminated 
or amended without the prior written consent of the Administrator.  This 
letter agreement may be executed in any number of counterparts, and by 
the parties hereto on separate 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.

     THIS LETTER 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).

     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 LETTER AGREEMENT, 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 
LETTER AGREEMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATOR OR THE 
ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO 
THIS LETTER AGREEMENT AGAINST ANY OTHER PARTY HERETO 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 LETTER AGREEMENT 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 LETTER AGREEMENT IRREVOCABLY 
CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN 
SECTION 5.2 OF THE RECEIVABLES PURCHASE AGREEMENT.  NOTHING IN THIS 
LETTER AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO 
SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

     Please acknowledge your agreement to the terms set forth in this 
letter agreement by signing the two copies of this letter agreement 
enclosed herewith in the space provided below, sending one such signed 
copy to the Administrator at its address provided above and returning 
the other signed copy to us.

                                    Very truly yours,

                                    SOLECTRON CORPORATION


                                    By:
                                    Name:
                                    Title:


                                    SOLECTRON CALIFORNIA CORPORATION


                                    By:
                                    Name:
                                    Title:


                                    SOLECTRON FUNDING CORPORATION


                                    By:	
                                    Name:	
                                    Title:	



Acknowledged and agreed to as of
the date first written above:

                                   RECEIVABLES CAPITAL CORPORATION


                                   By:			
                                   Name:
                                   Title:

                                   c/o Merrill Lynch Money Markets Inc.
                                   World Financial Center, North Tower
                                   250 Vesey Street - 11th Floor
                                   New York, New York  10281-1311
                                   Attention: George Roller
                                   Telephone No. (212) 449-1606
                                   Facsimile No. (212) 449-2234

                                   with a copy to:

                                   Bank of America National Trust
                                   and Savings Association
                                   Asset Securitization Group
                                   231 South LaSalle Street 
                                   Chicago, Illinois  60697
                                   Attention:  Asset Securitization 
                                               Group
                                   Telephone No. (312) 828-7421
                                   Facsimile No. (312) 828-7855


                                   BANK OF AMERICA NATIONAL TRUST 
                                   AND SAVINGS ASSOCIATION, 
                                   as Administrator


                                   By:
                                   Name:
                                   Title:

                                   231 South LaSalle Street 
                                   Chicago, Illinois  60697
                                   Attention:  Asset Securitization 
                                               Group
                                   Telephone No. (312) 828-7421
                                   Facsimile No. (312) 828-7855

<PAGE>
                                                      EXHIBIT A to
                                                      Lock-Box Agreement





                 [Letterhead of Bank of America National
                      Trust and Savings Association]



Name and address
of Lock-Box Bank

Re:	Solectron
Lock-Box Account No. _____
Deposit Account No. _____

Dear __________:

Reference is made to the letter agreement dated September __, 1997 (the 
"Letter Agreement") among Solectron Corporation, Solectron California 
Corporation, Solectron Funding Corporation, Receivables Capital 
Corporation ("RCC"), the undersigned, as Administrator and you 
concerning the above described accounts (the "Accounts").  We hereby 
give you notice of our assumption of ownership and control of the 
Accounts as provided in the Letter Agreement.

We hereby instruct you to make all payments to be made by you out of or 
in connection with the Accounts directly to the undersigned, at our 
address set forth above, for the account of RCC (account no. 
___________).


[other instructions]

                                    Very truly yours,

                                    BANK OF AMERICA NATIONAL TRUST AND 
                                    SAVINGS ASSOCIATION, as 
                                    Administrator


                                    By:
                                    Name:
                                    Title: