EXHIBIT 10.14




                           CREDIT AGREEMENT

                              dated as of


                             April 30, 1997


                                 among


                         SOLECTRON CORPORATION,


                         The Banks Party Hereto


                                   and


         BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,
                         Agent and Issuing Bank






                      BANCAMERICA SECURITIES, INC.
                              as Arranger

<PAGE>
	TABLE OF CONTENTS

                                                                    Page

ARTICLE I.  Definitions                                               1
  SECTION 1.01  Defined Terms                                         1
  SECTION 1.02  Classification of Loans and Borrowings               14
  SECTION 1.03  Terms Generally                                      14
  SECTION 1.04  Accounting Terms; GAAP                               14

ARTICLE II.  The Credits                                             14
  SECTION 2.01  Amounts and Terms of Commitments                     14
   (a)  The Revolving Credit                                         14
   (b)  Additional Borrowers                                         15
  SECTION 2.02  Loan Accounts                                        15
  SECTION 2.03  Procedure for Borrowing                              15
  SECTION 2.04  Conversion and Continuation Elections                16
  SECTION 2.05  Utilization of Revolving Commitments in Offshore    
                Currencies                                           17
  SECTION 2.06  Voluntary Termination or Reduction of Total 
                Commitment                                           19
  SECTION 2.07  Prepayments                                          19
  SECTION 2.08  Repayment                                            20
  SECTION 2.09  Interest                                             20
  SECTION 2.10  The Letter of Credit Subfacility                     21
  SECTION 2.11  Issuance, Amendment and Renewal of Letters of Credit 22
  SECTION 2.12  Participations, Drawings and Reimbursements          24
  SECTION 2.13  Automatic Renewals                                   25
  SECTION 2.14  Repayment of Participations                          25
  SECTION 2.15  Role of the Issuing Bank                             26
  SECTION 2.16  Obligations Absolute                                 26
  SECTION 2.17  Cash Collateral Pledge                               27
  SECTION 2.18  Letter of Credit Fees                                28
  SECTION 2.19  The Borrowers' Agent                                 28
  SECTION 2.20  Uniform Customs and Practice                         29
  SECTION 2.21  Other Fees                                           29
    (a)Arrangement Fee; Agency Fee                                   29
    (b)Commitment Fees                                               29
    (c)Fees Nonrefundable                                            29
  SECTION 2.22  Computation of Fees and Interest                     29
  SECTION 2.23  Payments by the Borrowers                            30
  SECTION 2.24  Payments by the Banks to the Agent                   31
  SECTION 2.25  Sharing of Payments, Etc.                            31
  SECTION 2.26  Taxes                                                32
  SECTION 2.27  Illegality                                           34
  SECTION 2.28  Increased Costs and Reduction of Return              34
  SECTION 2.29  Funding Losses                                       35
  SECTION 2.30  Inability to Determine Rates                         35
  SECTION 2.31  Certificates of Banks                                35
  SECTION 2.32  Substitution of Banks                                36

ARTICLE III  Representations and Warranties                          36
  SECTION 3.01  Existence and Power                                  36
  SECTION 3.02  Binding Effect                                       36
  SECTION 3.03  Corporate Authorization; No Conflict                 36
  SECTION 3.04  Subsidiaries                                         36
  SECTION 3.05  Financial Condition                                  36
  SECTION 3.06  Litigation                                           37
  SECTION 3.07  Governmental Authorization                           37
  SECTION 3.08  Title to Properties                                  37
  SECTION 3.09  ERISA Compliance                                     37
  SECTION 3.10  Use of Proceeds; Margin Regulations                  37
  SECTION 3.11  Taxes                                                37
  SECTION 3.12  Environmental Matters                                38
  SECTION 3.13  Copyrights, Patents, Trademarks and Licenses, Etc.   38
  SECTION 3.14  Full Disclosure                                      38
  SECTION 3.15  Regulated Entities                                   38
  SECTION 3.16  Insurance                                            38

ARTICLE IV  Conditions                                               38
  SECTION 4.01  Closing Date                                         38
  SECTION 4.02  Each Credit Event                                    39

ARTICLE V  Affirmative Covenants                                     40
  SECTION 5.01  Financial Statements and Other Information           40
  SECTION 5.02  Notices of Material Events                           41
  SECTION 5.03  Existence; Conduct of Business                       41
  SECTION 5.04  Payment of Obligations                               41
  SECTION 5.05  Maintenance of Properties; Insurance                 41
  SECTION 5.06  Books and Records; Inspection Rights                 41
  SECTION 5.07  Compliance with Laws                                 42
  SECTION 5.08  Use of Proceeds and Letters of Credit                42
  SECTION 5.09  Accession by Subsidiary                              42

ARTICLE VI  Negative Covenants                                       42
  SECTION 6.01  Subsidiary Indebtedness                              42
  SECTION 6.02  Liens                                                43
  SECTION 6.03  Sale and Leaseback Transactions                      44
  SECTION 6.04  Fundamental Changes                                  44
  SECTION 6.05  Margin Stock; Unfriendly Acquisitions                45
  SECTION 6.06  Fiscal Year                                          45
  SECTION 6.07  Restrictive Agreements                               45
  SECTION 6.08  Distributions                                        46
  SECTION 6.09  Adjusted Leverage Ratio                              46
  SECTION 6.10 Consolidated Tangible Net Worth                       46

ARTICLE VII  Events of Default                                       46

ARTICLE VIIIThe Agent                                                48
  SECTION 8.01  Appointment and Authorization                        48
  SECTION 8.02  Delegation of Duties                                 49
  SECTION 8.03  Liability of Agent and Issuing Bank                  49
  SECTION 8.04  Reliance by Agent                                    49
  SECTION 8.05  Notice of Default                                    49
  SECTION 8.06  Credit Decision                                      50
  SECTION 8.07  Indemnification                                      50
  SECTION 8.08  Agent in Individual Capacity                         51
  SECTION 8.09  Successor Agent                                      51

ARTICLE IX  Miscellaneous                                            51
  SECTION 9.01  Notices                                              51
  SECTION 9.02  Waivers; Amendments                                  52
  SECTION 9.03  Expenses; Indemnity; Damage Waiver                   52
  SECTION 9.04  Successors and Assigns                               53
  SECTION 9.05  Survival                                             55
  SECTION 9.06  Counterparts; Integration; Effectiveness             55
  SECTION 9.07  Severability                                         56
  SECTION 9.08  Automatic Debits of Fees                             56
  SECTION 9.09  Right of Setoff                                      56
  SECTION 9.10  Governing Law; Jurisdiction; Consent to Service of 
                Process                                              56
  SECTION 9.11  WAIVER OF JURY TRIAL                                 57
  SECTION 9.12  Headings                                             57
  SECTION 9.13  Confidentiality                                      57
  SECTION 9.14  Interest Rate Limitation                             58
  SECTION 9.15  Judgment Currency                                    58
  SECTION 9.16  No Third Parties Benefited                           58
  SECTION 9.17  Entire Agreement                                     58




SCHEDULES:

Schedule 2.01   Commitments
Schedule 3.04   Borrower's Subsidiaries
Schedule 3.05   Liabilities
Schedule 3.06   Litigation
Schedule 3.09   ERISA Matters
Schedule 3.13   Intellectual Property
Schedule 6.01   Indebtedness
Schedule 6.02   Liens
Schedule 6.07   Restrictions
Schedule 9.01   Addresses for Notices; Lending Offices




EXHIBITS:

Exhibit A   Form of Assignment and Acceptance
Exhibit B   Form of Compliance Certificate
Exhibit C   Form of Notice of Borrowing
Exhibit D   Form of Notice of Conversion/Continuation
Exhibit E   Form of Additional Borrower Notice
Exhibit F   Form of Legal Opinion of Borrower's Counsel
Exhibit G   Form of Additional Borrower Request and Assumption Agreement
Exhibit H   Form of Continuing Guaranty (Multicurrency)

<PAGE>
     CREDIT AGREEMENT dated as of April 30, 1997, among SOLECTRON 
CORPORATION, a Delaware corporation, the BANKS party hereto, and BANK OF 
AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Agent and Issuing 
Bank.

     The Company (such term and each other capitalized term used but not 
otherwise defined herein having the meaning assigned to it in Article I) 
has requested the Banks to establish the credit facilities provided for 
herein to be used for the general corporate purposes of the Borrowers 
and the Subsidiaries.  The Banks are willing to establish such credit 
facilities upon the terms and subject to the conditions set forth 
herein.  Accordingly, the parties hereto agree as follows:




I.  DEFINITIONS

1.  DEFINED TERMS.  As used in this Agreement, the following terms have 
the meanings specified below:

    "ABR," when used in reference to any Loan or Borrowing, refers to 
whether such Loan, or the Loans comprising such Borrowing, are bearing 
interest at a rate determined by reference to the Alternate Base Rate.

    "ADDITIONAL BORROWER" has the meaning specified in subsection 
2.01(b).

    "ADDITIONAL BORROWER NOTICE" has the meaning specified in subsection 
2.01(b).

    "ADDITIONAL BORROWER REQUEST AND ASSUMPTION AGREEMENT" has the 
meaning specified in Section 5.09.

    "ADJUSTED LEVERAGE RATIO" means, in respect of the Company and its 
Subsidiaries on a consolidated basis at the end of any fiscal quarter, 
the ratio of (a) (without duplication) (i) Consolidated Funded Debt PLUS 
(ii) Guarantee obligations PLUS (iii) Indebtedness with respect to 
synthetic leases and securitized assets PLUS (iv) Indebtedness in 
respect of letters of credit (including the Letters of Credit) MINUS (v) 
Permitted Subordinated Indebtedness, to (b) (i) operating income PLUS 
(ii) depreciation and amortization charges, in each case, for the period 
of four fiscal quarters ended on the applicable date of determination.

    "ADJUSTED LIBO RATE" means, with respect to any Eurocurrency 
Borrowing for any Interest Period, an interest rate per annum (rounded 
upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO 
Rate for such Interest Period multiplied by (b) the Eurocurrency Reserve 
Percentage.

    "AFFILIATE" means, with respect to a specified Person, another 
Person that directly, or indirectly through one or more intermediaries, 
Controls or is Controlled by or is under Control with the Person 
specified.

    "AGENT" means BofA, in its capacity as agent for the Banks 
hereunder.

    "AGENT/IB-RELATED PERSONS" means BofA as Agent and Issuing Bank, and 
any successor Agent arising under Section 8.09, together with their 
respective Affiliates, and the officers, directors, employees, agents 
and attorneys-in-fact of such Persons and Affiliates.

    "AGGREGATE L/C COMMITMENT" means the combined L/C Commitments of the 
Banks, in the initial aggregate amount of $25,000,000, as such amount 
may be reduced from time to time pursuant to this Agreement.  The 
Aggregate L/C Commitment is a part of the Total Commitment rather than a 
separate, independent commitment.

    "AGREED ALTERNATE CURRENCY" has the meaning specified in 
subsection 2.05(e).

    "ALTERNATE BASE RATE" means, for any day, a rate per annum equal to 
the greater of (a) the Reference Rate in effect on such day and (b) the 
Federal Funds Effective Rate in effect on such day plus one-half of 1%. 
 Any change in the Alternate Base Rate due to a change in the Reference 
Rate or the Federal Funds Effective Rate shall be effective from and 
including the effective date of such change in the Reference Rate or the 
Federal Funds Effective Rate, respectively.

    "APPLICABLE MARGIN" means, for any day, with respect to any 
Eurocurrency Loan, CD Rate Loan or ABR Loan or with respect to the 
commitment fees and letter of credit fees payable hereunder, as the case 
may be, the applicable margin or fee set forth in the pricing grid 
attached as Annex I, as determined in accordance with the parameters for 
calculation and adjustment of such margin or fee also set forth on 
Annex I.

    "APPLICABLE PERCENTAGE" means, with respect to any Bank, the 
percentage of the Total Commitment represented by such Bank's 
Commitment.  If the Commitments have terminated or expired, the 
Applicable Percentages shall be determined based upon the Commitments 
most recently in effect, giving effect to any assignments.

    "ASSIGNMENT AND ACCEPTANCE" means an assignment and acceptance 
entered into by a Bank and an assignee (with the consent of any party 
whose consent is required by Section 9.04), and accepted by the Agent, 
in substantially the form of EXHIBIT A or any other form approved by the 
Agent.

    "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, PROVIDED that "Attorney Costs" shall mean and include ALL fees 
and disbursements of any law firm or other external counsel, the 
allocated cost of internal legal services and all disbursements of 
internal counsel if incurred by the Agent, the Issuing Bank or any Bank 
in connection with the enforcement or protection of its rights under 
this Agreement or any other Loan Document.

    "AVAILABILITY PERIOD" means the period from and including the 
Closing Date to but excluding the Maturity Date.

    "BANKS" means the Persons listed on SCHEDULE 2.01 and any other 
Person that shall have become a party hereto pursuant to an Assignment 
and Acceptance, other than any such Person that ceases to be a party 
hereto pursuant to an Assignment and Acceptance.  References to "Banks" 
shall include BofA, including in its capacity as Issuing Bank; for 
purposes of clarification only, to the extent that BofA may have any 
rights or obligations in addition to those of the Banks due to its 
status as Issuing Bank, its status as such will be specifically 
referenced.

    "BOARD" means the Board of Governors of the Federal Reserve System 
of the United States of America.

    "BofA" means Bank of America National Trust and Savings Association.

    "BORROWERS" means the Company and each Additional Borrower.

    "BORROWERS' AGENT" means the Company, and any successor agent for 
the Borrowers pursuant to Section 2.19.

    "BORROWING" means Revolving Loans of the same Type made, converted 
or continued on the same date and, in the case of Eurocurrency Loans or 
CD Rate Loans, as to which a single Interest Period is in effect.

    "BUSINESS DAY" means any day that is not a Saturday, Sunday or other 
day on which commercial banks in New York City or San Francisco are 
authorized or required by law to remain closed: PROVIDED that, when used 
in connection with a Eurocurrency Loan, the term "BUSINESS DAY" shall 
also exclude any day on which banks are not open for dealings in Dollar 
deposits in the London interbank market, and with respect to any 
disbursement and payments in calculations pertaining to any Offshore 
Currency Loan, a day on which commercial banks are open for foreign 
exchange business in London, England, and on which dealings in the 
relevant Offshore Currency are carried on in the applicable offshore 
foreign exchange interbank market in which disbursements of or payments 
in such Offshore Currency will be made or received hereunder.

    "CAPITAL ADEQUACY REGULATION" means any guideline, request or 
directive of any central bank or other Governmental Authority, or any 
other law, rule or regulation, whether or not having the force of law, 
in each case, regarding capital adequacy of any bank or of any 
corporation controlling a bank.

    "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 
GAAP, and the amount of such obligations shall be the capitalized amount 
thereof determined in accordance with GAAP.

    "CD RATE" means, for each Interest Period in respect of CD Rate 
Loans comprising a part of the same Borrowing, the rate of interest 
(rounded upward to the nearest 1/100th of 1%) as determined by the Agent 
pursuant to the following formula:

CD Rate =   Certificate of Deposit Rate
            --------------------------- + Assessment Rate
            1.00 - Reserve Percentage    

    Where:

          "Assessment Rate" means the maximum net annual assessment rate 
(whether or not applicable to any Bank) determined by the Agent to be in 
effect on the first day of such Interest Period payable by banks to the 
Federal Deposit Insurance Corporation, or any successor, for insuring 
time deposits made in Dollars at the offices of banks in the United 
States.

          "Certificate of Deposit Rate" means for any Interest Period 
for CD Rate Loans the rate of interest per annum determined by the Agent 
to be the arithmetic mean (rounded upward to the nearest 1/100th of 1%) 
of the rates notified to the Agent as the rates of interest bid by two 
or more certificate of deposit dealers of recognized standing selected 
by the Agent for the purchase at face value of Dollar certificates of 
deposit issued by major United States banks, for a maturity comparable 
to such Interest Period and in the approximate amount of BofA's CD Rate 
Loan, at the time selected by the Agent on the first day of such 
Interest Period.

          "Reserve Percentage" means for any Interest Period for CD Rate 
Loans the maximum reserve percentage (expressed as a decimal, rounded 
upward to the nearest 1/100th of 1%), as determined by the Agent, in 
effect on the first day of such Interest Period (including any ordinary, 
marginal, emergency, supplemental, special and other reserve 
percentages) prescribed by the Board for determining the maximum 
reserves to be maintained by member banks of the Federal Reserve System 
with deposits exceeding $1,000,000,000 for new non-personal time 
deposits for a period comparable to such Interest Period and in an 
amount of $100,000 or more. 

    "CD RATE LOAN" means a Revolving Loan that bears interest based on 
the CD Rate.

    "CHANGE IN CONTROL" means (a) the acquisition of ownership, directly 
or indirectly, beneficially or of record, by any Person or group (within 
the meaning of the Securities Exchange Act of 1934 and the rules of the 
Securities and Exchange Commission thereunder as in effect on the date 
hereof) other than an employee benefit plan or related trust of the 
Company or of the Company and any Subsidiaries, of shares representing 
more than 35% of the aggregate ordinary voting power represented by the 
issued and outstanding capital stock of the Company; or (b) occupation 
of a majority of the seats (other than vacant seats) on the board of 
directors of the Company by Persons who were neither (i) nominated by 
the board of directors of the Borrower nor (ii) appointed by directors 
so nominated.

    "CHANGE IN LAW" means (a) the adoption of any law, rule or 
regulation after the date of this Agreement, (b) any change in any law, 
rule or regulation or in the interpretation or application thereof by 
any Governmental Authority after the date of this Agreement or (c) 
compliance by any Bank or the Issuing Bank (or by any lending office of 
such Bank or by such Bank's or the Issuing Bank's holding company, if 
any) with any request, guideline or directive (whether or not having the 
force of law) of any Governmental Authority made or issued after the 
date of this Agreement.

    "CLASS," when used in reference to any Loan or Borrowing, refers to 
whether such Loan, or the Loans comprising such Borrowing, are 
Eurocurrency Loans, CD Rate Loans or ABR Loans.

    "CLOSING DATE" means the date on which the conditions specified in 
Section 4.01 and 4.02 are satisfied (or waived in accordance with 
Section 9.02).

    "CODE" means the Internal Revenue Code of 1986, as amended from time 
to time.

    "COMMITMENT" means, with respect to each Bank, the commitment of 
such Bank to make Revolving Loans and to acquire participations in 
Letters of Credit hereunder, as such Commitment may be (a) reduced from 
time to time pursuant to Section 2.06 and (b) reduced or increased from 
time to time pursuant to assignments by or to such Bank pursuant to 
Section 9.04.  The initial amount of each Bank's Commitment is set forth 
on SCHEDULE 2.01, or in the Assignment and Acceptance pursuant to which 
such Bank shall have assumed its Commitment, as applicable.

    "COMPANY" means Solectron Corporation, a California corporation.

    "COMPLIANCE CERTIFICATE" means a certificate in the form of 
EXHIBIT B.

    "COMPUTATION DATE" has the meaning specified in subsection 2.05(a).

    "CONSOLIDATED FUNDED DEBT" means, as of the last day of any fiscal 
quarter, the sum for the Company and its Subsidiaries as of such day, 
of, without duplication, (a) the aggregate outstanding principal amount 
of the Loans, (b) the aggregate outstanding principal amount of 
Indebtedness for borrowed money and (c) the aggregate outstanding 
capitalized amount of Capital Lease Obligations, all as determined on a 
consolidated basis in accordance with GAAP.

    "CONSOLIDATED TANGIBLE ASSETS" means, as of the last day of any 
fiscal quarter, all tangible assets on the consolidated balance sheet of 
the Company and its Subsidiaries, as determined on a consolidated basis 
in accordance with GAAP.

    "CONSOLIDATED TANGIBLE NET WORTH" means, as of the last day of any 
fiscal quarter, (a) total shareholders' equity of the Company and its 
Subsidiaries MINUS (b) the aggregate amount of all intangible assets on 
the consolidated balance sheet of the Company and its Subsidiaries, all 
as determined on a consolidated basis in accordance with GAAP.

    "CONTRACTUAL OBLIGATIONS" means, as to any Person, any provision of 
any security issued by such Person or of any agreement, undertaking, 
contract, indenture, mortgage, deed of trust or other instrument, 
document or agreement to which such Person is a party or by which it or 
any of its property is bound.

    "CONTROL" means the possession, directly or indirectly, of the power 
to direct or cause the direction of the management or policies of a 
Person, whether through the ability to exercise voting power, by 
contract or otherwise.  "CONTROLLING" and "CONTROLLED" have meanings 
correlative thereto.

    "CONVERSION DATE" means any date on which the Borrowers' Agent on 
behalf of itself or another Borrower elects to convert an ABR Loan to a 
CD Rate Loan or a Eurocurrency Loan in Dollars; a CD Rate Loan to a 
Eurocurrency Loan in Dollars or an ABR Loan; or a Eurocurrency Loan in 
Dollars to a CD Rate Loan or an ABR Loan.

    "DEFAULT" means any event or condition which constitutes an Event of 
Default or which upon notice, lapse of time or both would, unless cured 
or waived, becomes an Event of Default.

    "DOLLARS" or "$" refers to lawful money of the United States of 
America.

    "EFFECTIVE AMOUNT" means (a) with respect to any Revolving Loans on 
any date the aggregate outstanding principal amount thereof after giving 
effect to any Borrowings and prepayments or repayments of Revolving 
Loans occurring on such date; and (b) with respect to any outstanding 
L/C Obligations on any date the amount of such L/C Obligations on such 
date after giving effect to any issuances, amendments and renewals of 
Letters of Credit occurring on such date and any other changes in the 
aggregate amount of the L/C Obligations as of such date, including as a 
result of any reimbursements of outstanding unpaid drawings under any 
Letters of Credit or any reductions in the maximum amount available for 
drawing under Letters of Credit taking effect on such date.  For 
purposes of determining the Effective Amount in respect of any Offshore 
Currency Loans to be made as part of a Borrowing or of any outstanding 
Offshore Currency Loans, the amount of any such Offshore Currency Loans 
shall be the Equivalent Amount in Dollars thereof, and for purposes of 
determining the Effective Amount in respect of any Letters of Credit to 
be issued in an Offshore Currency or any Offshore Currency L/C 
Obligations outstanding, the amount of any such Letters of Credit and 
other Offshore Currency L/C Obligations shall be the Equivalent Amount 
in Dollars thereof, in each case based upon the calculation thereof as 
of the most recent Computation Date therefor pursuant to 
subsection 2.05(a).  Additionally, for purposes of Section 2.07, the 
Effective Amount shall be determined without giving effect to any 
mandatory prepayments to be made under subsection 2.07(b) or 2.07(c), 
until such payments are made.

    "ELIGIBLE ASSIGNEE" means (a) a commercial bank organized under the 
laws of the United States, or any state thereof, and having a combined 
capital and surplus of at least $100,000,000; (b) a commercial bank 
organized under the laws of any other country which is a member of the 
Organization for Economic Cooperation and Development (the "OECD"), or a 
political subdivision of any such country, and having a combined capital 
and surplus of at least $100,000,000, provided that such bank is acting 
through a branch or agency located in the United States; and (c) a 
Person that is primarily engaged in the business of commercial banking 
and that is (i) a subsidiary of a Bank, (ii) a subsidiary of a Person of 
which a Bank is a subsidiary, or (iii) a Person of which a Bank is a 
subsidiary.

    "ENVIRONMENTAL LAWS" means all (a) laws, rules, regulations, codes 
and ordinances and (b) all orders, decrees, injunctions or binding 
agreements issued, promulgated or entered into by any Governmental 
Authority and by or affecting the Borrower, in each case relating in any 
way to the environment, preservation or reclamation of natural 
resources, the management, release or threatened release of any 
Hazardous Material or to health and safety matters.

    "ENVIRONMENTAL LIABILITY" means any liability, contingent or 
otherwise (including any liability for damages, costs of environmental 
remediation, fines, penalties or indemnities), of the Borrower or any 
Subsidiary directly or indirectly resulting from or based upon (a) 
violation of any Environmental Law, (b) the generation, use, handling, 
transportation, storage, treatment or disposal of any Hazardous 
Materials, (c) exposure to any Hazardous Materials, (d) the release or 
threatened release of any Hazardous Materials into the environment or 
(e) any contract, agreement or other consensual arrangement pursuant to 
which liability is assumed or imposed with respect to any of the 
foregoing.

    "EQUIVALENT AMOUNT" means (a) whenever this Agreement requires or 
permits a determination on any date of the equivalent in Dollars of an 
amount expressed in an Offshore Currency, the equivalent amount in 
Dollars of an amount expressed in an Offshore Currency as determined by 
the Agent on such date on the basis of the Spot Rate for the purchase of 
such Offshore Currency with Dollars on the relevant Computation Date 
provided for hereunder; or (b) whenever this Agreement requires or 
permits a determination on any date of the equivalent in an Offshore 
Currency of an amount expressed in Dollars, the equivalent amount in an 
Offshore Currency of an amount expressed in Dollars as determined by the 
Agent on such date on the basis of the Spot Rate for the purchase of 
Dollars with such Offshore Currency on the relevant Computation Date 
provided for hereunder.

    "ERISA" means the Employee Retirement Income Security Act of 1974, 
as amended from time to time.

    "ERISA AFFILIATE" means any trade or business (whether or not 
incorporated) that, together with the Borrower, is treated as a single 
employer under Section 414(b) or (c) of the Code or, solely for purposes 
of Section 302 of ERISA and Section 412 of the Code, is treated as a 
single employer under Section 414 of the Code.

    "ERISA EVENT" means (a) any "reportable event," as defined in 
Section 4043 of ERISA or the regulations issued thereunder with respect 
to a Plan (other than an event for which the 30-day notice period is 
waived); (b) the existence with respect to any Plan of an "accumulated 
funding deficiency" (as defined in Section 412 of the Code or Section 
302 of ERISA), whether or not waived; (c) the filing pursuant to Section 
412(d) of the Code or Section 303(d) of ERISA of an application for a 
waiver of the minimum funding standard with respect to any Plan; (d) the 
incurrence by the Company or any of its ERISA Affiliates of any 
liability under Title IV of ERISA with respect to the termination of any 
Plan; (e) the receipt by the Company or any ERISA Affiliate from the 
PBGC or a plan administrator of any notice relating to an intention to 
terminate any Plan or Plans or to appoint a trustee to administer any 
Plan; (f) the incurrence by the Company or any of its ERISA Affiliates 
of any liability with respect to the withdrawal or partial withdrawal 
from any Plan or Multiemployer Plan; or (g) the receipt by the Company 
or any ERISA Affiliate of any notice, or the receipt by any 
Multiemployer Plan from the Company or any ERISA Affiliate of any 
notice, concerning the imposition of Withdrawal Liability or a 
determination that a Multiemployer Plan is, or is expected to be, 
insolvent or in reorganization, within the meaning of Title IV of ERISA.

    "EUROCURRENCY," when used in reference to any Loan or Borrowing, 
refers to whether such Loan, or the Loans comprising such Borrowing, are 
bearing interest at a rate determined by reference to the Adjusted LIBO 
Rate.

    "EUROCURRENCY RESERVE PERCENTAGE" for any day for any Interest 
period the reserve percentage applicable during such Interest Period 
under regulations issued from time to time by the Board or any successor 
and, in the case of Offshore Currency Loans denominated in pounds 
sterling, the reserve percentage applicable during such Interest Period 
under regulations issued from time to time by the Bank of England or any 
successor and, in the case of Offshore Currency Loans denominated in 
other foreign currencies, the reserve percentage applicable during such 
Interest Period under regulations issued from time to time by such other 
foreign central bank or any successors thereto (or, in each case, if 
different percentages shall be applicable during different periods 
within such Interest Period, the daily average of such percentages 
during such Interest Period) for determining the maximum reserve 
percentage (expressed as a decimal, rounded upward to the next 1/100th 
of 1%) in effect on such day (whether or not applicable to any Bank and 
including any emergency, supplemental or other marginal reserve 
requirement) with respect to Eurocurrency funding (currently referred to 
as "Eurocurrency liabilities").

    "EVENT OF DEFAULT" has the meaning assigned to such term in Article 
VII.

    "EXISTING FACILITY" means the $100,000,000 credit facility under 
that certain Multicurrency Credit Agreement dated as of June 30, 1993, 
among the Company and certain of its Subsidiaries, the financial 
institutions from time to time party thereto, and BofA as "Agent" and 
"Issuing Bank" thereunder (as the same may have been amended, modified 
or otherwise supplemented).

    "FEDERAL FUNDS EFFECTIVE RATE" means, for any day, the rate set 
forth in the weekly statistical release designated as H.15(519), or any 
successor publication, published by the Federal Reserve Bank of New York 
(including any such successor, "H.15(519)") on the preceding Business 
Day opposite the caption "Federal Funds (Effective)"; or, if for any 
relevant day such rate is not so published on any such preceding 
Business Day, the rate for such day will be the arithmetic mean as 
determined by the Agent of the rates for the last transaction in 
overnight Federal funds arranged prior to 9:00 a.m. (New York City time) 
on that day by each of three leading brokers of Federal funds 
transactions in New York City selected by the Agent.

    "FINANCIAL OFFICER" means the chief financial officer, Vice 
President-Finance, principal accounting officer, treasurer or controller 
of the Company.

    "FURTHER TAXES" means any and all present or future taxes, levies, 
assessments, imposts, duties, deductions, fees, withholdings or similar 
charges (including, without limitation, net income taxes and franchise 
taxes), and all liabilities with respect thereto, imposed by any 
jurisdiction on account of amounts payable or paid pursuant to Section 
2.26.

    "GAAP" means generally accepted accounting principles in the United 
States of America.

    "GOVERNMENTAL AUTHORITY" means the government of the United States 
of America, any other nation or any political subdivision thereof, 
whether state or local, and any agency, authority, instrumentality, 
regulatory body, court, central bank or other entity exercising 
executive, legislative, judicial, taxing, regulatory or administrative 
powers or functions of or pertaining to government.

    "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.

    "HAZARDOUS MATERIALS" means all explosive or radioactive substances 
or wastes and all hazardous or toxic substances, wastes or other 
pollutants, including petroleum or petroleum distillates, asbestos or 
asbestos containing materials, polychlorinated biphenyls, radon gas, 
infectious or medical wastes regulated pursuant to any Environmental 
Law.

    "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 GAAP, 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.

    "INDEX DEBT" means senior, unsecured, long-term indebtedness for 
borrowed money of the Borrower that is not guaranteed by any other 
Person or subject to any other credit enhancement.

    "INTEREST PAYMENT DATE" means, with respect to any CD Rate Loan or 
Eurocurrency Loan, the last day of each Interest Period applicable to 
such Loan and, with respect to ABR Loans, the last Business Day of each 
calendar quarter and each date an ABR Loan is converted into a 
Eurocurrency Loan or a CD Rate Loan; PROVIDED, HOWEVER, that if any 
Interest Period for a CD Rate Loan or a Eurocurrency Loan exceeds 90 
days or three months, respectively, interest shall also be paid on the 
date which falls 90 days or three months after the beginning of such 
Interest Period.

    "INTEREST PERIOD" means, (a) with respect to any Eurocurrency Loan, 
the period commencing on the Business Day the Eurocurrency Loan is 
disbursed or continued or on the Conversion Date on which a Loan is 
converted to the Eurocurrency Loan and ending on the date one, two, 
three or six months thereafter, as selected by the Borrowers' Agent on 
behalf of itself or another Borrower in its Notice of Borrowing or 
Notice of Conversion/Continuation, or on the date one week thereafter, 
in the case of any Eurocurrency Loans made on the date of a drawing 
under a Letter of Credit as provided in Section 2.12 (whether as part of 
any Borrowing of Offshore Currency Loans or as part of any L/C 
Borrowing) and (b) with respect to any CD Rate Loan, the period 
commencing on the Business Day the CD Rate Loan is disbursed or 
continued or on the Conversion Date on which a Loan is converted to the 
CD Rate Loan and ending on the date 30, 60, 90 or 180 days thereafter, 
as selected by the Borrowers' Agent on behalf of itself or another 
Borrower in its Notice of Borrowing or Notice of 
Conversion/Continuation; PROVIDED that:  (i) if any Interest Period 
pertaining to a Eurocurrency Loan or CD Rate Loan would otherwise end on 
a day which is not a Business Day, that Interest Period shall be 
extended to the next succeeding Business Day unless, in the case of a 
Eurocurrency Loan, the result of such extension would be to carry such 
Interest Period into another calendar month, in which event such 
Interest Period shall end on the immediately preceding Business Day; 
(ii) any Interest Period pertaining to a Eurocurrency Loan that begins 
on the last Business Day of a calendar month (or on a day for which 
there is no numerically corresponding day in the ending calendar month 
of such Interest Period) shall end on the last Business Day of the 
ending calendar month of such Interest Period; and (iii) no Interest 
Period for any Loan shall extend beyond the Maturity Date.

    "ISSUING BANK" means BofA, in its capacity as issuer of Letters of 
Credit hereunder, and its successors in such capacity.  The Issuing Bank 
may, in its discretion, arrange for one or more Letters of Credit to be 
issued by Affiliates of such Issuing Bank, in which case the term 
"Issuing Bank" shall include any such Affiliate with respect to Letters 
of Credit issued by such Affiliate.

    "L/C ADVANCE" means each Bank's participation in any L/C Borrowing 
in accordance with its Applicable Percentage.

    "L/C AMENDMENT APPLICATION" means an amendment application form for 
amendments of outstanding performance or standby letters of credit as 
shall at any time be in use at BofA, as BofA shall request.

    "L/C APPLICATION" means an application form for issuances of standby 
letters of credit as shall at any time be in use at BofA, as BofA shall 
request.

    "L/C BORROWING" means an extension of credit resulting from a 
drawing under any Letter of Credit which shall not have been reimbursed 
on the date when made nor converted into a Borrowing of Revolving Loans 
under subsection 2.12(b).

    "L/C COMMITMENT" means for each Bank the commitment to participate 
in Letters of Credit issued or outstanding pursuant to Article II and to 
make L/C Advances, in an aggregate amount not to exceed on any date the 
amount set forth with respect to such date opposite the Bank's name in 
SCHEDULE 2.01) under the heading "L/C Commitment," as the same shall be 
reduced as a result of a reduction in the Aggregate L/C Commitment 
pursuant to Section 2.06 or as a result of any assignment pursuant to 
Section 9.04; PROVIDED that each Bank's L/C Commitment is a part of its 
Commitment rather than a separate, independent commitment.

    "L/C OBLIGATIONS" means at any time the sum of (a) the aggregate 
undrawn amount of all Letters of Credit, PLUS (b) the amount of all 
unreimbursed drawings under all Letters of Credit, including all L/C 
Borrowings.

    "L/C-RELATED DOCUMENTS" means the Letters of Credit, the L/C 
Applications, the L/C Amendment Applications and any other consents, 
waivers and other agreements and instruments entered into by any 
Borrower with (or in favor of) the Agent, the Issuing Bank or any of the 
Banks and relating to any Letter of Credit, including any of the Issuing 
Bank's standard form documents for letter of credit issuances, and 
delivered to the Agent, the Issuing Bank or the Banks pursuant to the 
requirements of this Agreement or in connection with any Letter of 
Credit.

    "LENDING OFFICE" means with respect to each Bank, the office of such 
Bank designated as such on SCHEDULE 9.01 or such other office of such 
Bank as such Bank may from time to time specify to the Borrower and the 
Agent.

    "LETTER OF CREDIT" means a standby letter of credit issued pursuant 
to this Agreement.

    "LIBO RATE" means the rate of interest per annum determined by the 
Agent to be the rate of interest per annum appearing on Telerate display 
page 3750 (or such other display page on the Telerate System as may 
replace such page) for Dollar deposits in the approximate amount of the 
Offshore Rate Loan to be made, continued or converted by BofA and having 
a maturity comparable to such Interest Period, at approximately 
11:00 a.m. (London time) two Business Days prior to the commencement of 
such Interest Period (rounded upwards if necessary to the next 1/16 of 
1%).  In the event that such rate is not available at such time for any 
reason, then the "LIBO Rate" with respect to such Eurocurrency Borrowing 
for such Interest Period shall be the rate at which deposits in Dollars 
or in the applicable Offshore Currency approximately equal in principal 
amount to such Eurocurrency Borrowing and for a maturity comparable to 
such Interest Period are offered by the principal London office of the 
Agent in immediately available funds in the London interbank market (or 
other applicable offshore interbank market) at approximately 11:00 a.m., 
London time, two Business Days prior to the commencement of such 
Interest Period.

    "LIEN" means, with respect to any asset, (a) any mortgage, deed of 
trust, lien, pledge, hypothecation, encumbrance or security interest in, 
on or of such asset, and (b) the interest of a vendor or a lessor under 
any conditional sale agreement, capital lease or title retention 
agreement relating to such asset. 

    "LOAN DOCUMENTS" means this Agreement, the L/C-Related Documents and 
any and all other consents, waivers, documents, agreements, instruments 
and certificates delivered to the Agent, the Issuing Bank or the Banks 
in connection herewith or therewith.

    "LOANS" means the loans and L/C Advances made by the Banks to the 
Borrowers pursuant to this Agreement.

    "MARGIN STOCK" means "margin stock" as such term is defined in 
Regulation U promulgated by the Board.

    "MATERIAL ADVERSE EFFECT" means a material adverse effect on (a) the 
business, assets, operations, prospects or condition, financial or 
otherwise, of the Company and the Subsidiaries taken as a whole, (b) the 
ability of any Borrower to perform any of its obligations under this 
Agreement or (c) the rights of or benefits available to the Banks 
pursuant to this Agreement.

    "MATERIAL INDEBTEDNESS" means Indebtedness (other than the Loans and 
Letters of Credit), or obligations in respect of one or more Hedging 
Agreements, of any one or more of the Company and its Subsidiaries in an 
aggregate principal amount exceeding $10,000,000.  For purposes of 
determining Material Indebtedness, the "principal amount" of the 
obligations of the Company or any Subsidiary in respect of any Hedging 
Agreement at any time shall be the maximum aggregate amount (giving 
effect to any netting agreements) that the Company or such Subsidiary 
would be required to pay if such Hedging Agreement were terminated at 
such time.

    "MATURITY DATE" means the fifth anniversary of the date of this 
agreement or such earlier date on which the Commitments terminate as 
provided herein.

    "MOODY'S" means Moody's Investors Service, Inc.

    "MULTIEMPLOYER PLAN" means a multiemployer plan as defined in 
Section 4001(a)(3) of ERISA.

    "NOTICE OF BORROWING" means a notice given by the Borrowers' Agent 
on behalf of itself or another Borrower to the Agent pursuant to 
Section 2.03, in substantially the form of EXHIBIT C.

    "NOTICE OF CONVERSION/CONTINUATION" means a notice given by the 
Borrowers' Agent on behalf of itself or another Borrower to the Agent 
pursuant to Section 2.04, in substantially the form of EXHIBIT D.

    "OFFSHORE CURRENCY" means at any time English pounds sterling, 
French francs, German deutsche marks, Italian lira and any Agreed 
Alternate Currency.

    "OFFSHORE CURRENCY COMMITMENT" means $50,000,000.  The Offshore 
Currency Commitment is part of the Total Commitment rather than a 
separate, independent Commitment.

    "OFFSHORE CURRENCY L/C OBLIGATIONS"  means any L/C Obligations 
denominated in an Offshore Currency or in Offshore Currencies.

    "OFFSHORE CURRENCY LOAN" means any Eurocurrency Loan denominated in 
an Offshore Currency.

    "ORGANIZATION DOCUMENTS" means, for any corporation, the certificate 
or articles of incorporation, the bylaws, any certificate of 
determination or instrument relating to the rights of preferred 
shareholders of such corporation, and all applicable resolutions of the 
board of directors (or any committee thereof) of such corporation.

    "OTHER TAXES" means any and all present or future stamp or 
documentary taxes or any other excise or property taxes, charges or 
similar levies arising from any payment made hereunder or from the 
execution, delivery or enforcement of, or otherwise with respect to, 
this Agreement.

    "OVERNIGHT RATE" means, for any day, (a) the rate of interest per 
annum, as determined by the Agent, at which overnight deposits in the 
relevant Offshore Currency, in an amount approximately equal to the 
amount with respect to which such rate is being determined, would be 
offered for such day by BofA's London Branch (or other applicable 
office, as selected by the Agent) to major banks in the London or other 
applicable offshore interbank market; or (b), if no such overnight 
deposits are offered by BofA in any Offshore Currency, the rate of 
interest per annum, as determined by the Agent, equal to the cost of 
funding the amount with respect to which such rate is being determined 
for such day.

    "PBGC" means the Pension Benefit Guaranty Corporation referred to 
and defined in ERISA and any successor entity performing similar 
functions.

    "PERMITTED ENCUMBRANCES" 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;

    (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;

    (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 the Company or any 
Subsidiary;

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

    (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;

    (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 the Company or its Subsidiaries 
taken as a whole, and any interest or title of any lessor or licensor 
under any lease or license;

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

    "PERMITTED SUBORDINATED INDEBTEDNESS" means Indebtedness of the 
Company which is subordinated (on terms satisfactory to the Agent and 
the Required Banks) to the Indebtedness of the Borrowers owing or 
arising under this Agreement and the other Loan Documents, including the 
Company's 6% Convertible Subordinated Notes due 2001.

    "PERSON" means any natural person, corporation, limited liability 
company, joint venture, association, company, partnership, Governmental 
Authority or other entity.

    "PLAN" means any employee pension benefit plan (other than a 
Multiemployer Plan) subject to the provisions of Title IV of ERISA or 
Section 412 of the Code or Section 302 of ERISA, and in respect of which 
the Borrower or any ERISA Affiliate is (or, if such plan were 
terminated, would under Section 4069 of ERISA be deemed to be) an 
"employer" as defined in Section 3(5) of ERISA.

    "REFERENCE RATE" means the rate of interest per annum publicly 
announced from time to time by BofA as its "reference rate" in effect at 
its principal office in San Francisco; each change in the Reference Rate 
shall be effective from and including the date on which a change in the 
reference rate is publicly announced as being effective.

    "REGISTER" has the meaning set forth in subsection 9.04(c).

    "RELATED PARTIES" means, with respect to any specified Person, such 
Person's Affiliates and the respective directors, officers, employees, 
agents and advisors of such Person and such Person's Affiliates.

    "REQUIRED BANKS" means at any time Banks then holding in excess of 
66-2/3% of the then aggregate unpaid principal amount of the Loans, or, 
if no such principal amount is then outstanding, Banks then having in 
excess of 66-2/3% of the Commitments.

    "REQUIREMENT OF LAW" means, as to any Person, any law (statutory or 
common), treaty, rule or regulation or determination of an arbitrator or 
of a Governmental Authority, in each case applicable to or binding upon 
the Person or any of its property or to which the Person or any of its 
property is subject.

    "REVOLVING LOAN" has the meaning set forth in subsection 2.01.

    "S&P" means Standard & Poor's Rating Group of Standard & Poor's 
Corporation.

    "SAME DAY FUNDS" means (a) with respect to disbursements and 
payments in Dollars, immediately available funds, and (b) with respect 
to disbursements and payments in an Offshore Currency, same day or other 
funds as may be determined by the Agent to be customary in the place of 
disbursement or payment for the settlement of international banking 
transactions in the relevant Offshore Currency.

    "SPECIAL PURPOSE SUBSIDIARY" shall mean any bankruptcy remote 
special purpose subsidiary of the Company formed for the purpose of 
selling undivided interests in accounts receivable and/or other assets 
transferred by the Company and/or any of its Subsidiaries to such 
subsidiary for financing purposes, including Solectron Funding 
Corporation, a corporation to be organized under the laws of the State 
of Delaware.

    "SPOT RATE" for a currency means the rate quoted by BofA as the spot 
rate for the purchase by BofA of such currency with another currency 
through its Foreign Exchange Trading Center located in San Francisco, 
California, at approximately 8:00 a.m. (San Francisco time) on the date 
two Banking Days prior to the date as of which the foreign exchange 
computation is made.

    "subsidiary" means, with respect to any Person (the "parent") at any 
date, any corporation, limited liability company, partnership, 
association or other entity the accounts of which would be consolidated 
with those of the parent in the parent's consolidated financial 
statements if such financial statements were prepared in accordance with 
GAAP as of such date.

    "Subsidiary" means any subsidiary of the Company and any Special 
Purpose Subsidiary.

    "TAXES" means any and all present or future taxes, levies, deposits, 
duties, deductions, charges or withholdings imposed by any Governmental 
Authority.

    "TOTAL COMMITMENT" means, at any time, the aggregate amount of 
Commitments in effect at such time.

    "TRANSACTIONS" means the execution, delivery and performance by the 
Borrowers of this Agreement, the borrowing of Loans, the use of the 
proceeds thereof and the issuance of Letters of Credit hereunder.

    "TYPE," when used in reference to any Loan or Borrowing, refers to 
whether the rate of interest on such Loan, or on the Loans comprising 
such Borrowing, is determined by reference to the Adjusted LIBO Rate, 
the Alternate Base Rate or the CD Rate.

    "UNFRIENDLY ACQUISITION" means any Acquisition that has not, at the 
time of the first public announcement of an offer relating thereto, been 
approved by the board of directors (or other legally recognized 
governing body) of the Person to be acquired.  For purposes of this 
definition, "ACQUISITION" shall mean any transaction or series of 
related transactions for the purpose of or resulting, directly or 
indirectly, in (a) the acquisition of in excess of 50% of the capital 
stock, partnership interests, membership interests or equity of any 
Person, or otherwise causing any Person to become a subsidiary, or (b) a 
merger or consolidation or any other combination with another Person 
(other than a Person that is a Subsidiary) in which the Company or a 
Subsidiary is the surviving entity.

    "WITHDRAWAL LIABILITY" means liability to a Multiemployer Plan as a 
result of a complete or partial withdrawal from such Multiemployer Plan, 
as such terms are defined in Part l of Subtitle E of Title IV of ERISA.

2.  CLASSIFICATION OF LOANS AND BORROWINGS.  For purposes of this 
Agreement, Loans may be classified and referred to by Class (E.G. a 
"Revolving Loan") or by Type (E.G., a "Eurocurrency Loan") or by Class 
and Type (E.G., a "Eurocurrency Revolving Loan").  Borrowings also may 
be classified and referred to by Class (E.G., a "Revolving Borrowing") 
or by Type (E.G., a "Eurocurrency Borrowing") or by Class and Type 
(E.G., a "Eurocurrency Revolving Borrowing").

3.  TERMS GENERALLY. The definitions of terms herein shall apply equally 
to the singular and plural forms of the terms defined.  Whenever the 
context may require, any pronoun shall include the corresponding 
masculine, feminine and neuter forms.  The words "include", "includes" 
and "including" shall be deemed to be followed by the phrase "without 
limitation."  The word "will" shall be construed to have the same 
meaning and effect as the word "shall."  Unless the context requires 
otherwise (a) any definition of or reference to any agreement, 
instrument or other document herein shall be construed as referring to 
such agreement, instrument or other document as from time to time 
amended, supplemented or otherwise modified (subject to any restrictions 
on such amendments, supplements or modifications set forth herein), (b) 
any reference herein to any Person shall be construed to include such 
Person's successors and assigns. (c) the words "herein", "hereof and 
hereunder", and words of similar import, shall be construed to refer to 
this Agreement in its entirety and not to any particular provision 
hereof, (d) all references herein to Articles, Sections, Exhibits and 
Schedules shall be construed to refer to Articles and Sections of, and 
Exhibits and Schedules to, this Agreement and (e) the words "asset" and 
"property'" shall be construed to have the same meaning and effect and 
to refer to any and all tangible and intangible assets and properties, 
including all securities, accounts and contract rights.  This Agreement 
and other Loan Documents may use several different limitations, tests or 
measurements to regulate the same or similar matters.  All such 
limitations, tests and measurements are cumulative and shall each be 
performed in accordance with their terms.  Unless otherwise expressly 
provided, any reference to any action of the Agent or the Banks by way 
of consent, approval or waiver shall be deemed modified by the phrase 
"in its/their sole discretion."  This Agreement and the other Loan 
Documents are the result of negotiations among and have been reviewed by 
counsel to the Agent, the Company and the other parties, and are the 
products of all parties.  Accordingly, they shall not be construed 
against the Banks or the Agent merely because of the Agent's or Banks' 
involvement in their preparation.

4.  ACCOUNTING TERMS; GAAP.  Except as otherwise expressly provided 
herein, all terms of an accounting or financial nature shall be 
construed in accordance with GAAP, as in effect from time to time; 
PROVIDED that, if the Company notifies the Agent that the Company 
requests an amendment to any provision hereof to eliminate the effect of 
any change occurring after the date hereof in GAAP or in the application 
thereof on the operation of such provision (or if the Agent notifies the 
Company that the Required Banks request an amendment to any provision 
hereof for such purpose), regardless of whether any such notice is given 
before or after such change in GAAP or in the application thereof, then 
such provision shall be interpreted on the basis of GAAP as in effect 
and applied immediately before such change shall have become effective 
until such notice shall have been withdrawn or such provision amended in 
accordance herewith.



II.  THE CREDITS

1.  AMOUNTS AND TERMS OF COMMITMENTS.

   (a)  THE REVOLVING CREDIT.  Each Bank severally agrees, on the terms 
and conditions hereinafter set forth, to make Loans in Dollars or an 
Offshore Currency to the Company, and (subject to compliance with 
subsection 2.01(b)) in an Offshore Currency to each Additional Borrower 
(each such Loan, sometimes referred to as a "Revolving Loan" and, 
collectively, the "Revolving Loans") from time to time on any Business 
Day during the Availability Period, in an aggregate amount (determined 
in Dollars, including, when applicable, in accordance with the 
Equivalent Amount of any requested and outstanding Offshore Currency 
Loans pursuant to subsection 2.05(a)) not to exceed at any time 
outstanding the Dollar amount set forth opposite such Bank's name in 
SCHEDULE 2.01 under the heading "Commitment" (such amount as the same 
may be reduced as a result of a reduction in the Commitments pursuant to 
Section 2.06 or as a result of any assignment pursuant to Section 9.04, 
such Bank's "COMMITMENT"); PROVIDED, HOWEVER, that the Effective Amount 
of all Revolving Loans PLUS the Effective Amount of all L/C Obligations 
shall not exceed the Total Commitment; PROVIDED FURTHER that the 
Effective Amount of all Offshore Currency Loans shall not exceed the 
Offshore Currency Commitment; and PROVIDED FURTHER, that the Effective 
Amount of the Revolving Loans of any Bank PLUS the participation of such 
Bank in the Effective Amount of all L/C Obligations shall not exceed 
such Bank's Commitment.  Revolving Loans may be made in Dollars (in the 
case of ABR Loans and CD Rate Loans) and in Dollars or Offshore 
Currencies (in the case of Eurocurrency Loans and Letters of Credit).  
Within the foregoing limits, and subject to the other terms and 
conditions hereof, the Borrowers may from time to time borrow under this 
subsection 2.01(a), prepay pursuant to Section 2.07 and reborrow 
pursuant to this subsection 2.01(a).  The Total Commitment on the date 
of this Agreement is $100,000,000 and is allocated among the Banks as 
set forth in SCHEDULE 2.01.

   (b)  ADDITIONAL BORROWERS.  The Banks and the Agent in their sole 
discretion may hereafter agree that a Subsidiary that becomes a party 
hereto after the Closing Date pursuant to Section 5.09 (an "ADDITIONAL 
BORROWER") shall be entitled to request Offshore Currency Loans and 
Letters of Credit denominated in an Offshore Currency hereunder.  The 
parties hereto acknowledge and agree that prior to any Additional 
Borrower so becoming entitled to utilize the credit facilities provided 
for herein the Agent and the Banks shall have first received (i) an 
Additional Borrower Request and Assumption Agreement as provided in 
Section 5.09, (ii) the parent guaranty specified in Section 5.09, and 
(iii) such other documents or information (including a legal opinion 
covering such matters as the Agent or any Bank may reasonably request), 
in form and substance satisfactory to the Agent and the Banks, as may be 
required by the Agent or any of the Banks in their sole discretion.  If 
the Agent and the Banks shall agree that an Additional Borrower shall be 
entitled to request Revolving Loans and Letters of Credit hereunder, the 
Agent shall send a notice in substantially the form of EXHIBIT E (an 
"Additional Borrower Notice") to the Borrowers' Agent and the Banks 
designating the effective date thereof, whereupon each of the Banks 
agrees to permit such Additional Borrower to request Offshore Currency 
Loans, and the Issuing Bank and the Banks agree to permit such 
Additional Borrower to request Letters of Credit in an Offshore 
Currency, on the terms and conditions set forth herein, and each of the 
parties agrees that such Additional Borrower otherwise shall be a 
Borrower for all purposes of this Agreement.

2.  LOAN ACCOUNTS.  The Loans made by each Bank shall be evidenced by 
one or more loan accounts maintained by such Bank in the ordinary course 
of business.  The loan accounts or records maintained by the Agent and 
each Bank shall be PRIMA FACIE evidence as to the amount of the Loans 
made by the Banks to the Borrowers and the interest and payments 
thereon.  Any failure so to record or any error in doing so shall not, 
however, limit or otherwise affect the obligation of the Borrowers 
hereunder to pay any amount owing with respect to the Loans.  In case of 
a discrepancy between the entries in the Agent's books and any Bank's 
books, such Bank's books shall constitute PRIMA FACIE evidence of the 
accuracy of the information so recorded.

3.  PROCEDURE FOR BORROWING.

    (a)  Each Borrowing shall be made upon the Borrowers' Agent's 
irrevocable written notice delivered to the Agent in accordance with 
Section 9.01 in the form of a Notice of Borrowing (which notice must be 
received by the Agent prior to 9:00 a.m. (San Francisco time) (i) five 
Business Days prior to the requested Borrowing date, in the case of 
Offshore Currency Loans; (ii) three Business Days prior to the requested 
Borrowing date, in the case of CD Rate Loans and Eurocurrency Loans 
denominated in Dollars; and (iii) one Business Day prior to the 
requested Borrowing date, in the case of ABR Loans, specifying in each 
case:  (1) the identity of the Borrower; (2) the amount of the Borrowing 
(in the case of a Borrowing in an Offshore Currency, expressed in 
Dollars), which shall be in an aggregate minimum principal amount of 
$5,000,000 or any integral multiple of $1,000,000 in excess thereof; 
(3) the requested Borrowing date, which shall be a Business Day; 
(4) whether the Borrowing is to be comprised of Eurocurrency Loans, CD 
Rate Loans or ABR Loans; (5) in the case of a Borrowing comprised of 
Offshore Currency Loans, the currency thereof; and (6) the duration of 
the Interest Period applicable to such Loans included in such notice.  
If the Notice of Borrowing shall fail to specify the duration of the 
Interest Period for any Borrowing comprised of CD Rate Loans or 
Eurocurrency Loans, such Interest Period shall be 90 days or three 
months, respectively.  The Equivalent Amount of any Borrowing in an 
Offshore Currency requested in Dollars as provided above will be 
determined by the Agent for such Borrowing on the Computation Date 
therefor in accordance with subsection 2.05(a).

   (b)  Upon receipt of the Notice of Borrowing, the Agent will promptly 
notify each Bank thereof and of the amount of such Bank's Applicable 
Percentage of the Borrowing.  In the case of a Borrowing comprised of 
Offshore Currency Loans, such notice will consist of the approximate 
amount of each Bank's Applicable Percentage of the Borrowing, and the 
Agent will, upon the determination of the Equivalent Amount of the 
Dollar amount of the Borrowing as specified in the Notice of Borrowing 
(determined on the Computation Date as provided in subsection 2.05(a)), 
promptly notify each Bank of the exact amount of such Bank's Applicable 
Percentage of the Borrowing.

   (c)  Each Bank will make the amount of its Applicable Percentage of 
the Borrowing available to the Agent for the account of the applicable 
Borrower at the Agent's Payment Office on the Borrowing date requested 
by the Borrowers' Agent in Same Day Funds and in the requested currency 
(i) in the case of a Borrowing comprised of Revolving Loans in Dollars, 
by 11:00 a.m. (San Francisco time), and (ii) in the case of a Borrowing 
comprised of Offshore Currency Loans, by such time as the Agent may 
specify.  The proceeds of all such Revolving Loans will then be made 
available to the applicable Borrower by the Agent by wire transfer or by 
crediting the account of the applicable Borrower on the books of BofA 
with the aggregate of the amounts made available to the Agent by the 
Banks and in like funds as received by the Agent, unless on the date of 
the Borrowing all or any portion of the proceeds thereof shall then be 
required to be applied to the reimbursement of any outstanding drawings 
under Letters of Credit pursuant to Section 2.12, in which case such 
proceeds or portion thereof shall be applied to the reimbursement of 
such Letter of Credit drawings.

   (d)  After giving effect to any Borrowing, there shall not be more 
than six different Interest Periods in effect.

4.  CONVERSION AND CONTINUATION ELECTIONS.  (a)  The Borrowers' Agent 
may upon irrevocable written notice to the Agent in accordance with 
subsection 2.04(b):  (i) elect to convert on any Business Day, any ABR 
Loans of a Borrower (or any part thereof in an amount not less than 
$5,000,000, or that is in an integral multiple of $1,000,000 in excess 
thereof) into Eurocurrency Loans in Dollars or CD Rate Loans; (ii) elect 
to convert on the last day of the current Interest Period any 
Eurocurrency Loans in Dollars maturing at the end of such Interest 
Period (or any part thereof in an amount not less than $5,000,000, or 
that is in an integral multiple of $1,000,000 in excess thereof) into 
ABR Loans or CD Rate Loans; (iii) elect to convert on the last day of 
the current Interest Period any CD Rate Loans maturing at the end of 
such Interest Period (or any part thereof in an amount not less than 
$5,000,000, or that is in an integral multiple of $1,000,000 in excess 
thereof) into ABR Loans or Eurocurrency Loans in Dollars; or (iv) elect 
to renew on the last day of the current Interest Period any Eurocurrency 
Loans of a Borrower (whether in Dollars or in an Offshore Currency) or 
CD Rate Loans maturing at the end of such Interest Period as such (or 
any part thereof in an amount not less than $5,000,000 (or the 
Equivalent Amount thereof in an Offshore Currency as determined as of 
the most recent Computation Date), or that is in an integral multiple of 
$1,000,000 (or the Equivalent Amount thereof in an Offshore Currency as 
determined as of the most recent Computation Date) in excess thereof in 
the same currency; PROVIDED, that if the aggregate amount of CD Rate 
Loans or Eurocurrency Loans denominated in Dollars shall have been 
reduced, by payment, prepayment, or conversion of part thereof to be 
less than $5,000,000, such CD Rate Loans or Eurocurrency Loans shall 
automatically convert into ABR Loans, and on and after such date the 
right of the Borrowers' Agent to continue such Loans as, and convert 
such Loans into, Eurocurrency Loans or CD Rate Loans, as the case may 
be, on behalf of itself or any other Borrower, shall terminate.

   (a)  The Borrowers' Agent shall deliver a Notice of Conversion/ 
Continuation in accordance with Section 9.01 to be received by the Agent 
not later than 9:00 a.m. (San Francisco time) (i) at least five Business 
Days in advance of the continuation date, if the Loans are to be 
continued as Offshore Currency Loans; (ii) at least three Business Days 
in advance of the Conversion Date or continuation date, if the Loans are 
to be converted into or continued as CD Rate Loans or Eurocurrency Loans 
denominated in Dollars; and (iii) at least one Business Day in advance 
of the Conversion Date, if the Loans are to be converted into ABR Loans, 
specifying in each case:  (A) the Loans to be continued or converted; 
(B) the proposed Conversion Date or continuation date; (C) the aggregate 
amount of Loans to be converted or continued; (D) the nature of the 
proposed conversion or continuation; and (E) the duration of any 
requested Interest Period.

   (b)  If the Borrowers' Agent has failed to select a new Interest 
Period to be applicable to CD Rate Loans or Eurocurrency Loans 
denominated in Dollars prior to the third Business Day in advance of the 
expiration date of the current Interest Period applicable thereto as 
provided in subsection 2.04(b), or if any Default or Event of Default 
shall then exist, the Borrowers' Agent shall be deemed to have elected 
to convert such CD Rate Loans or Eurocurrency Loans into ABR Loans 
effective as of the expiration date of such current Interest Period.  If 
the Borrowers' Agent has failed to select a new Interest Period to be 
applicable to Offshore Currency Loans prior to the fifth Business Day in 
advance of the expiration date of the current Interest Period applicable 
thereto as provided in subsection 2.04(b), or if any Default or Event of 
Default shall then exist, subject to the provisions of subsection 
2.05(d), the Borrowers' Agent shall be deemed to have elected to 
continue such Offshore Currency Loans on the basis of a one-month 
Interest Period.

   (c)  Upon receipt of a Notice of Conversion/Continuation, the Agent 
will promptly notify each Bank thereof, or, if no timely notice is 
provided by the Borrowers' Agent, the Agent will promptly notify each 
Bank of the details of any automatic conversion or continuation, as the 
case may be.  All conversions and continuations shall be made pro rata 
according to the respective outstanding principal amounts of the Loans 
with respect to which the notice was given held by each Bank.

   (d)  Unless the Required Banks shall otherwise agree, during the 
existence of a Default or Event of Default, the Borrowers' Agent may not 
elect to have a Loan in Dollars converted into or continued as a 
Eurocurrency Loan or a CD Rate Loan or to have an Offshore Currency Loan 
continued on the basis of an Interest Period exceeding one month.

   (e)  Notwithstanding any other provision contained in this Agreement, 
after giving effect to any conversion or continuation of any Loans, 
there shall not be more than six different Interest Periods in effect.

5.  UTILIZATION OF REVOLVING COMMITMENTS IN OFFSHORE CURRENCIES.  (a)  
The Agent shall determine the Equivalent Amount with respect to any 
(i) Borrowing comprised of Offshore Currency Loans as of the requested 
Borrowing date, (ii) outstanding Offshore Currency Loans or other 
amounts due hereunder and denominated in an Offshore Currency as of the 
last Business Day of each calendar quarter, (iii) Letters of Credit to 
be issued in an Offshore Currency as of the requested date of issuance, 
(iv) outstanding Letters of Credit denominated in an Offshore Currency 
as of the last Business Day of each calendar quarter, and 
(v) outstanding Offshore Currency Loans as of any redenomination date 
pursuant to this Section 2.05 or Section 2.28 or Section 2.30 (each such 
date under clauses (i) through (v) a "Computation Date"), PROVIDED that 
the Required Banks may in writing instruct the Agent to determine such 
Equivalent Amount as of a date in addition to the last Business Day of 
each month, and the Issuing Bank may in writing instruct the Agent to 
determine such Equivalent Amount as of a conversion date (if not on the 
last Banking Day of a month) in connection with a redenomination of any 
amounts payable in an Offshore Currency pursuant to subsection 2.12(b), 
in which case such alternative date or dates shall also be a Computation 
Date or Dates.

   (a)  In the case of a proposed Borrowing pursuant to Section 2.03 
comprised of Offshore Currency Loans, the Banks shall be under no 
obligation to make Offshore Currency Loans in the requested Offshore 
Currency as part of such Borrowing if the Agent has received notice from 
any of the Banks by 8:00 a.m. (San Francisco time) four Business Days 
prior to the day of such Borrowing that such Bank cannot provide Loans 
in the requested Offshore Currency, in which event the Agent will give 
notice to the Borrowers' Agent not later than 9:00 a.m. (San Francisco 
time) on the fourth Business Day prior to the requested date of such 
Borrowing that the Borrowing in the requested Offshore Currency is not 
then available, and notice thereof also will be given promptly by the 
Agent to the Banks.  If the Agent shall have so notified the Borrowers' 
Agent that any such Borrowing in a requested Offshore Currency is not 
then available, the Borrowers' Agent may, by notice to the Agent not 
later than the 5:00 p.m. (San Francisco time) four Business Days prior 
to the requested date of such Borrowing, withdraw the Notice of 
Borrowing relating to such requested Borrowing.  If the Borrowers' Agent 
does so withdraw such Notice of Borrowing, the Borrowing requested 
therein shall not occur and the Agent will promptly so notify each Bank. 
 If the Borrowers' Agent does not so withdraw such Notice of Borrowing, 
the Agent will promptly so notify each Bank and such Notice of Borrowing 
shall be deemed to be a Notice of Borrowing  which requests a Borrowing 
comprised of ABR Loans in an aggregate amount equal to amount of the 
originally requested Borrowing as expressed in Dollars in the Notice of 
Borrowing; and in such notice by the Agent to each Bank the Agent will 
state such aggregate amount of such Borrowing in Dollars and such Bank's 
Applicable Percentage thereof.

   (b)  In the case of a proposed continuation of Offshore Currency 
Loans for an additional Interest Period pursuant to Section 2.04, the 
Banks shall be under no obligation to continue such Offshore Currency 
Loans if the Agent has received notice from any of the Banks by 8:00 
a.m. (San Francisco time) four Business Days prior to the day of such 
continuation that such Bank cannot continue to provide Loans in the 
relevant Offshore Currency, in which event the Agent will give notice to 
the Borrowers' Agent not later than 9:00 a.m. (San Francisco time) on 
the fourth Business Day prior to the requested date of such continuation 
that the continuation of such Offshore Currency Loans in the relevant 
Offshore Currency is not then available, and notice thereof also will be 
given promptly by the Agent to the Banks.  If the Agent shall have so 
notified the Borrowers' Agent that any such continuation of Offshore 
Currency Loans is not then available, any Notice of 
Continuation/Conversion with respect thereto shall be deemed withdrawn 
and such Offshore Currency Loans shall be redenominated into ABR Loans 
in Dollars with effect from the last day of the Interest Period with 
respect to any such Offshore Currency Loans.  The Agent shall promptly 
notify the Borrowers' Agent and the Banks of any such redenomination and 
in such notice by the Agent to each Bank the Agent will state the 
aggregate Equivalent Amount of the redenominated Offshore Currency Loans 
in Dollars as of the Computation Date with respect thereto and such 
Bank's Applicable Percentage thereof.

   (c)  Notwithstanding anything herein to the contrary, during the 
existence of a Default or an Event of Default, upon the request of the 
Required Banks all or any part of any outstanding Offshore Currency 
Loans shall be redenominated into ABR Loans in Dollars with effect from 
the last day of the Interest Period, with respect to any such Offshore 
Currency Loans, and all or any part of any other outstanding amount 
payable in an Offshore Currency shall be redenominated into Dollars on 
the date specified by the Required Banks.  The Agent shall promptly 
notify the Borrowers' Agent of any such redenomination request.

   (d)  The Borrowers' Agent shall be entitled to request that Revolving 
Loans hereunder also be permitted to be made, and Letters of Credit 
hereunder also be permitted to be issued, in any other lawful currency 
constituting a eurocurrency (other than Dollars), in addition to the 
eurocurrencies specified in the definition of "Offshore Currency" 
herein, that in the opinion of all of the Banks is at such time freely 
traded in the offshore interbank foreign exchange markets and is freely 
transferable and freely convertible into Dollars (an "AGREED ALTERNATE 
CURRENCY"). The Borrowers' Agent shall deliver to the Agent any request 
for designation of an Agreed Alternate Currency in accordance with 
Section 9.01, to be received by the Agent not later than 10:00 a.m. (San 
Francisco time) at least ten Business Days in advance of the date of any 
Borrowing hereunder proposed to be made in such Agreed Alternate 
Currency or any Letter of Credit proposed to be issued hereunder in such 
Agreed Alternate Currency.  Upon receipt of any such request the Agent 
shall promptly notify the Banks thereof, and each Bank shall use its 
best efforts to respond to such request within two Business Days of 
receipt thereof.  Each Bank may grant or accept such request in its sole 
discretion, and each of the Borrowers understands that there is no 
commitment by or understanding with any Bank with respect to the 
approval of any Agreed Alternate Currency.  The Agent will promptly 
notify the Borrowers' Agent of the acceptance (which shall require the 
approval of ALL Banks) or rejection of any such request.

6.  VOLUNTARY TERMINATION OR REDUCTION OF TOTAL COMMITMENT.  The 
Borrowers' Agent may, on behalf of the Borrowers, upon not less than 
five Business Days' prior notice to the Agent, terminate the Total 
Commitment (including the Aggregate L/C Commitment and Offshore Currency 
Commitment) or permanently reduce the Total Commitment (including the 
Aggregate L/C Commitment and Offshore Currency Commitment if specified 
by the Borrowers' Agent) by an aggregate minimum amount of $1,000,000 or 
any multiple of $1,000,000; PROVIDED that no such reduction or 
termination shall be permitted if the Effective Amount of Revolving 
Loans and L/C Obligations would exceed the amount of the Total 
Commitment then in effect; and PROVIDED FURTHER that once reduced in 
accordance with this Section 2.06, the Total Commitment may not be 
increased.  Any reduction of the Total Commitment and the Aggregate L/C 
Commitment pursuant to this Section 2.06 shall be applied to each Bank's 
Commitment and L/C Commitment in accordance with such Bank's Applicable 
Percentage.  The amount of any such Total Commitment reduction shall not 
be applied to the Aggregate L/C Commitment or the Offshore Currency 
Commitment unless otherwise specified by the Borrower.  All accrued 
commitment and letter of credit fees to, but not including, the 
effective date of any such termination shall be payable on the effective 
date of such termination.

7.  PREPAYMENTS.  (a)  Subject to Section 2.29, the Borrowers' Agent 
may, on behalf of itself or the applicable Borrower, at any time or from 
time to time, ratably prepay Loans made to it in whole or in part, in 
amounts of $1,000,000 (or, in the case of Offshore Currency Loans, the 
Equivalent Amount thereof in an Offshore Currency as determined as of 
the most recent Computation Date with respect thereto) or any multiple 
of $1,000,000 (or, in the case of Offshore Currency Loans, the 
Equivalent Amount thereof in an Offshore Currency as determined as of 
the most recent Computation Date with respect thereto) in excess 
thereof.  The Borrowers' Agent shall deliver a notice of prepayment on 
behalf of itself or the applicable Borrower in accordance with 
Section 9.01 to be received by the Agent not later than 9:00 a.m. (San 
Francisco time) (i) at least five Business Days in advance of the 
prepayment date if the Loans to be prepaid are Offshore Currency Loans, 
(ii) at least three Business Days in advance of the prepayment date if 
the Loans to be prepaid are CD Rate or Eurocurrency Loans denominated in 
Dollars, and (iii) at least one Business Day in advance of the 
prepayment date if the Loans to be prepaid are ABR Loans.

   (a)  Subject to subsection 2.07(c) and Section 2.29, if on any date 
the Effective Amount of all Revolving Loans PLUS the Effective Amount of 
all L/C Obligations shall exceed the Total Commitment, the Borrowers 
shall immediately, and without notice or demand, prepay the outstanding 
principal amount of the Revolving Loans and L/C Advances by an amount 
equal to the applicable excess.  Additionally, subject to 
subsection 2.07(c), (i) if on any date the Effective Amount of L/C 
Obligations shall exceed the Aggregate L/C Commitment, the Borrowers 
shall cash collateralize, in Dollars, on such date the outstanding 
Letters of Credit in an amount equal to the excess of the maximum amount 
then available to be drawn under the Letters of Credit over the 
Aggregate L/C Commitment (in the case of any Offshore Currency L/C 
Obligations, such amounts to be determined on the basis of the 
Equivalent Amount thereof in Dollars as of the most recent Computation 
Date); and (ii) if on any date the Effective Amount of all Offshore 
Currency Loans and the Effective Amount of all Offshore Currency L/C 
Obligations (in each case, determined on the basis of the Equivalent 
Amount thereof in Dollars as of the most recent Computation Date) shall 
exceed the Offshore Currency Commitment, the Borrowers shall 
immediately, and without notice or demand, prepay the outstanding amount 
of the Offshore Currency Loans and the Offshore Currency L/C Advances by 
an amount equal to the applicable excess.

   (b)  Subject to Section 2.29, if on any Computation Date the Agent 
shall have determined that the Effective Amount of all Revolving Loans 
PLUS the Effective Amount of all L/C Obligations shall exceed the Total 
Commitment by more than $100,000 due to a change in applicable rates of 
exchange between Dollars and Offshore Currencies, the Agent shall give 
notice to the Borrowers' Agent that a prepayment by the Borrowers is 
required hereunder, and the Borrowers shall thereupon be required to 
make a prepayment of Revolving Loans and L/C Advances hereunder, such 
that the Effective Amount of all Revolving Loans PLUS the Effective 
Amount of all L/C Obligations (after giving effect to such prepayment) 
will be equal to or less than the Total Commitment.

   (c)  Any notice of prepayment given by the Borrowers' Agent under 
subsection 2.07(a) shall specify the date and amount of the proposed 
prepayment.  In connection with any prepayment pursuant to this Section 
2.07, the Borrowers' Agent shall specify whether such prepayment is of 
ABR Loans, CD Rate Loans or Eurocurrency Loans, or any combination 
thereof, and identify any Offshore Currency Loans that are the subject 
of the prepayment and shall identify the Borrower or Borrowers making 
the prepayment.  Any notice of prepayment given by the Borrowers' Agent 
under subsection 2.07(a) shall not thereafter be revocable by the 
Borrowers' Agent.  The Agent will promptly notify each Bank of any 
proposed prepayment and of such Bank's Applicable Percentage of such 
prepayment.

   (d)  If any notice of prepayment is given, the Borrowers shall make 
the prepayment described in such notice and the payment amount specified 
in such notice shall be due and payable on the date specified therein, 
together with accrued interest to such date on the amount prepaid and 
any amounts required pursuant to Section 2.29.

8.  REPAYMENT.  Each Borrower shall repay to the Banks in full on the 
Maturity Date the aggregate principal amount of the Revolving Loans made 
to such Borrower outstanding on the Maturity Date.

9.  INTEREST.

   (a)  Subject to Section 9.14, each Revolving Loan shall bear interest 
on the outstanding principal amount thereof from the date when made 
until it becomes due (i) during such periods as such Revolving Loan is a 
Eurocurrency Loan, at a rate per annum equal during each Interest Period 
for such Eurocurrency Loan to the Adjusted LIBO Rate for such Interest 
Period PLUS the Applicable Margin, (ii) during such periods as such 
Revolving Loan is a CD Rate Loan, at a rate per annum equal during each 
Interest Period for such CD Rate Loan to the CD Rate for such Interest 
Period PLUS the Applicable Margin, and (iii) during such periods as such 
Revolving Loan is an ABR Loan, at a rate per annum equal to the 
Alternate Base Rate PLUS the Applicable Margin.

   (b)  Each Borrower agrees to pay interest on each Loan made to it, in 
arrears, on each Interest Payment Date.  Interest shall also be paid by 
each Borrower on the date of any prepayment of Loans pursuant to Section 
2.07 for the portion of the Loans so prepaid and upon payment (including 
prepayment) in full thereof and, during the existence of any Event of 
Default, interest shall be paid on demand.

   (c)  If any amount of principal of or interest on any Loan, or any 
other amount payable hereunder or under any of the other Loan Documents 
by any Borrower is not paid in full when due (whether at stated 
maturity, by acceleration, demand or otherwise), such Borrower agrees to 
pay interest on such unpaid principal or other amount, from the date 
such amount becomes due until the date such amount is paid in full, and 
after as well as before any entry of judgment thereon to the extent 
permitted by law, payable on demand, at a rate per annum equal to the 
Alternate Base Rate PLUS 1%.

10.  THE LETTER OF CREDIT SUBFACILITY.  (a)  On the terms and conditions 
set forth herein (i) the Issuing Bank hereby agrees, (A) from time to 
time on any Business Day during the period from the Closing Date to the 
Maturity Date to issue Letters of Credit for the account of any Borrower 
in accordance with subsection 2.11(a), and to amend or renew Letters of 
Credit previously issued by it in accordance with subsections 2.11(c) 
and 2.11(d), in an aggregate amount (determined in Dollars, including, 
when applicable, in accordance with the Equivalent Amount of any 
requested and outstanding Letters of Credit denominated in Offshore 
Currencies pursuant to subsection 2.05(a)) not to exceed at any time the 
Aggregate L/C Commitment, and (B) to honor drafts under the Letters of 
Credit; and (ii) the Banks severally agree to participate in Letters of 
Credit issued for the account of any Borrower; PROVIDED, that the 
Issuing Bank shall not be obligated to issue any Letter of Credit if 
(1) the Effective Amount of all L/C Obligations PLUS the Effective 
Amount of all Revolving Loans shall exceed the Total Commitment, (2) the 
Effective Amount of all Offshore Currency L/C Obligations PLUS the 
Effective Amount of all Offshore Currency Loans (in each case, 
determined on the basis of the Equivalent Amount thereof in Dollars as 
of the most recent Computation Date) shall exceed the Offshore Currency 
Commitment, (3) the participation of any Bank in the Effective Amount of 
all L/C Obligations PLUS the Effective Amount of the Revolving Loans of 
such Bank shall exceed such Bank's Commitment, or (4) the Effective 
Amount of L/C Obligations shall exceed the Aggregate L/C Commitment.  
Within the foregoing limits, and subject to the other terms and 
conditions hereof, each Borrower's ability to obtain Letters of Credit 
shall be fully revolving, and, accordingly, each Borrower may, during 
the foregoing period, obtain Letters of Credit to replace Letters of 
Credit which have expired or which have been drawn upon and reimbursed.

   (a)  The Issuing Bank shall be under no obligation to issue, amend or 
reinstate any Letter of Credit if:

       (i)  any order, judgment or decree of any Governmental Authority 
or arbitrator shall by its terms purport to enjoin or restrain the 
Issuing Bank from issuing, amending or reinstating such Letter of 
Credit, or any Requirement of Law applicable to the Issuing Bank or any 
request or directive (whether or not having the force of law) from any 
Governmental Authority with jurisdiction over the Issuing Bank shall 
prohibit, or request that the Issuing Bank refrain from, the issuance, 
amendment or reinstatement of letters of credit generally or such Letter 
of Credit in particular or shall impose upon the Issuing Bank with 
respect to such Letter of Credit any restriction, reserve or capital 
requirement (for which the Issuing Bank is not otherwise compensated) 
not in effect on the Closing Date, or shall impose upon the Issuing Bank 
any unreimbursed loss, cost or expense which was not applicable on the 
Closing Date and which the Issuing Bank in good faith deems material to 
it;

       (ii)  the Issuing Bank has received written notice from any Bank, 
the Agent or the Borrowers' Agent, at least one Business Day prior to 
the requested date of issuance, amendment or reinstatement of such 
Letter of Credit, that one or more of the applicable conditions 
contained in Section 4.02 is not then satisfied;

       (iii)  the expiry date of any requested Letter of Credit is 
(A) more than 365 days after the date of issuance, unless the Required 
Banks have approved such expiry date in writing, or (B) more than 365 
days after the Maturity Date, unless all of the Banks have approved such 
expiry date in writing; PROVIDED, that a Letter of Credit may state that 
the expiry date thereof is extendible for an additional term as shall be 
satisfactory to the Issuing Bank (either upon prior notice or 
automatically) so long as the next succeeding additional term at any 
time is not more than 365 days;

       (iv)  any requested Letter of Credit does not provide for drafts, 
or is not otherwise in form and substance acceptable to the Issuing 
Bank, or the issuance, amendment or renewal of a Letter of Credit shall 
violate any applicable policies of the Issuing Bank; 

       (v)  any standby Letter of Credit is for the purpose of 
supporting the issuance of any letter of credit by any other Person;

       (vi)  such Letter of Credit is (A) in a face amount less than 
$1,000,000 (or the Equivalent Amount thereof in an Offshore Currency, as 
determined as of the Computation Date for an Offshore Currency Letter of 
Credit), (B) to be used to support workers' compensation obligations, 
(C) to be used to support the obligations of any Person other than the 
Borrowers and the Subsidiaries, or (D) denominated in a currency other 
than Dollars or an Offshore Currency; or

       (vii)  in respect of any Letter of Credit to be denominated in an 
Offshore Currency, the Issuing Bank has determined that it is unable to 
fund obligations in the requested Offshore Currency.

   (b)  The Issuing Bank will use its best efforts promptly following 
receipt of a request to issue, amend or reinstate a Letter of Credit to 
notify the Agent and the Borrowers' Agent of any unreimbursed material 
loss, cost or expense imposed on the Issuing Bank referred to in 
subsection (b)(i) above that may prevent such issuance, amendment or 
reinstatement from occurring as provided in this Article II, PROVIDED 
that any failure to provide such notice shall not impose any additional 
obligations under this Article II.

11.  ISSUANCE, AMENDMENT AND RENEWAL OF LETTERS OF CREDIT.  (a) Each 
Letter of Credit shall be issued upon the irrevocable written request of 
the Borrowers' Agent received by the Issuing Bank (with a copy sent by 
the Borrowers' Agent to the Agent) at least four Business Days (or in 
each case such shorter time as the Issuing Bank may agree in a 
particular instance in its sole discretion), prior to the proposed date 
of issuance.  Each such request for issuance of a Letter of Credit shall 
be by facsimile, confirmed immediately in an original writing, in the 
form of an L/C Application, and shall specify in form and detail 
satisfactory to the Issuing Bank:  (i) the proposed date of issuance of 
the Letter of Credit (which shall be a Business Day); (ii) the face 
amount of the Letter of Credit (and applicable Offshore Currency, if 
such Letter of Credit is not denominated in Dollars); (iii) the expiry 
date of the Letter of Credit; (iv) the name and address of the 
beneficiary thereof; (v) the documents to be presented by the 
beneficiary of the Letter of Credit in case of any drawing thereunder; 
(vi) the full text of any certificate to be presented by the beneficiary 
in case of any drawing thereunder; (vii) the identity of the Person 
whose obligations will be supported by such Letter of Credit (which, if 
other than the Borrower, must be a Subsidiary); and (viii) such other 
matters as the Issuing Bank may require.  The Equivalent Amount of any 
Letter of Credit to be denominated in an Offshore Currency as provided 
above will be determined by the Agent for such Letter of Credit on the 
Computation Date therefor in accordance with subsection 2.05(a).

   (a)  Not more than one Business Day following receipt of any request 
for the issuance of any Letter of Credit or any amendment or renewal of 
any Letter of Credit, the Issuing Bank will confirm with the Agent (by 
telephone or in writing) that the Agent has received a copy of the L/C 
Application or L/C Amendment Application from the Borrowers' Agent and, 
if not, the Issuing Bank will provide the Agent with a copy thereof.  
Unless the Issuing Bank has received notice on or before the Business 
Day immediately preceding the date the Issuing Bank is to issue, amend 
or renew a requested Letter of Credit from the Agent (A) directing the 
Issuing Bank not to issue, amend or renew such Letter of Credit because 
such issuance, amendment or renewal is not then permitted under 
subsection 2.10(a) as a result of the limitations set forth in clauses 
(1) through (4) thereof or subsection 2.10(b)(iii); or (B) that one or 
more conditions specified in Section 4.02 are not then satisfied; THEN, 
subject to the terms and conditions hereof, the Issuing Bank shall, on 
the requested date, issue a Letter of Credit for the account of the 
applicable Borrower or amend or renew a Letter of Credit, as the case 
may be, in accordance with the Issuing Bank's usual and customary 
business practices.

   (b)  From time to time while a Letter of Credit is outstanding and 
prior to the Maturity Date, the Issuing Bank will, upon the written 
request of the Borrowers' Agent received by the Issuing Bank (with a 
copy sent by the Borrowers' Agent to the Agent) at least four Business 
Days (or in each case such shorter time as the Issuing Bank may agree in 
a particular instance in its sole discretion), prior to the proposed 
date of amendment, amend any Letter of Credit issued by it.  Each such 
request for amendment of a Letter of Credit shall be made by facsimile, 
confirmed immediately in an original writing, made in the form of an L/C 
Amendment Application and shall specify in form and detail satisfactory 
to the Issuing Bank:  (i) the Letter of Credit to be amended; (ii) the 
proposed date of amendment of the Letter of Credit (which shall be a 
Business Day); (iii) the nature of the proposed amendment; and (iv) such 
other matters as the Issuing Bank may require.  The Issuing Bank shall 
be under no obligation to amend any Letter of Credit, and shall not 
permit the amendment of a Letter of Credit, if:  (A) the Issuing Bank 
would have no obligation at such time to issue such Letter of Credit in 
its amended form under the terms of this Agreement; or (B) the 
beneficiary of any such Letter of Credit does not accept the proposed 
amendment to the Letter of Credit.

   (c)  The Issuing Bank and the Banks agree that, while a Letter of 
Credit is outstanding and prior to the Maturity Date, at the option of 
the Borrowers' Agent and upon the written request of the Borrowers' 
Agent received by the Issuing Bank (with a copy sent by the Borrowers' 
Agent to the Agent) at least four Business Days (or in each case such 
shorter time as the Issuing Bank may agree in a particular instance in 
its sole discretion), prior to the proposed date of notification of 
renewal, the Issuing Bank shall be entitled to authorize the automatic 
renewal of any Letter of Credit issued by it.  Each such request for 
renewal of a Letter of Credit shall be made by facsimile, confirmed 
immediately in an original writing, in the form of an L/C Amendment 
Application, and shall specify in form and detail satisfactory to the 
Issuing Bank:  (i) the Letter of Credit to be renewed; (ii) the proposed 
date of notification of renewal of the Letter of Credit (which shall be 
a Business Day); (iii) the revised expiry date of the Letter of Credit; 
and (iv) such other matters as the Issuing Bank may require.  The 
Issuing Bank shall be under no obligation so to renew any Letter of 
Credit, and shall not permit any renewal (including any automatic 
renewal of a Letter of Credit), if:  (A) the Issuing Bank would have no 
obligation at such time to issue or amend such Letter of Credit in its 
renewed form under the terms of this Agreement; or (B) the beneficiary 
of any such Letter of Credit does not accept the proposed renewal of the 
Letter of Credit.  If any outstanding Letter of Credit shall provide 
that it shall be automatically renewed unless the beneficiary thereof 
receives notice from the Issuing Bank that such Letter of Credit shall 
not be renewed, and if at the time of renewal the Issuing Bank would be 
entitled to authorize the automatic renewal of such Letter of Credit in 
accordance with this subsection 2.11(d) upon the request of the 
Borrowers' Agent but the Issuing Bank shall not have received any L/C 
Amendment Application from the Borrowers' Agent with respect to such 
renewal or other written direction by the Borrowers' Agent with respect 
thereto, the Issuing Bank shall nonetheless be permitted to allow such 
Letter of Credit to renew, and the Borrowers and the Banks hereby 
authorize such renewal, and, accordingly, the Issuing Bank shall be 
deemed to have received an L/C Amendment Application from the Borrowers' 
Agent requesting such renewal.

   (d)  The Issuing Bank may, at its election (or as required by the 
Agent at the direction of the Required Banks), deliver any notices of 
termination or other communications to any Letter of Credit beneficiary 
or transferee, or take any other action as necessary or appropriate, at 
any time and from time to time, in order to cause the expiry date of 
such Letter of Credit to be a date not later than the Maturity Date.

  (e)  This Agreement shall control in the event of any conflict with 
any L/C-Related Document (other than any Letter of Credit).

       (i)  The Issuing Bank will also deliver to the Agent, 
concurrently with or promptly following its delivery of a Letter of 
Credit, or amendment to or renewal of a Letter of Credit, to an advising 
bank or a beneficiary, a true and complete copy of each such Letter of 
Credit or amendment to or renewal of a Letter of Credit.

       (ii)  The Agent will promptly notify the Banks of the issuance, 
amendment or renewal of a Letter of Credit hereunder (including the date 
thereof and the amount, currency, expiry and reference number of such 
Letter of Credit).

12.  PARTICIPATIONS, DRAWINGS AND REIMBURSEMENTS.  (a)  Immediately upon 
the issuance of each Letter of Credit, the Issuing Bank shall be deemed 
irrevocably to have sold and transferred to each Bank without recourse 
or warranty, and each Bank shall be deemed to, and hereby irrevocably 
and unconditionally agrees to, purchase and accept from the Issuing 
Bank, for such Bank's own account and risk, an undivided interest and 
participation in such Letter of Credit and each drawing thereunder in an 
amount equal to the product of (i) the Applicable Percentage of such 
Bank, times (ii) the maximum amount available to be drawn under such 
Letter of Credit and the amount of such drawing, respectively.  For 
purposes of subsection 2.10(a), each issuance of a Letter of Credit 
shall be deemed to utilize the Commitment of each Bank by an amount 
equal to the amount of such participation.

   (a)  In the event of any request for a drawing under a Letter of 
Credit by the beneficiary thereof, the Issuing Bank shall immediately 
notify the Borrowers' Agent, the applicable Borrower and the Agent.  The 
applicable Borrower shall reimburse the Issuing Bank on each date that 
any amount is paid by the Issuing Bank under any Letter of Credit, in an 
amount equal to the amount paid by the Issuing Bank on such date under 
such Letter of Credit, in the currency in which such Letter of Credit is 
payable; PROVIDED that the Issuing Bank may at its election (a 
"CONVERSION ELECTION"), require payment in respect of any Letter of 
Credit payable in an Offshore Currency to be made in Dollars in an 
amount equal to the Equivalent Amount in Dollars as of the date of 
payment by the Issuing Bank on such Letter of Credit.  Such 
reimbursement shall be made by the applicable Borrower prior to 9:00 
a.m. (San Francisco time) on such payment date in the case of payments 
to be made in Dollars (whether originally payable in Dollars or 
redenominated into Dollars as a result of a Conversion Election), and no 
later than the time specified by the Issuing Bank on such payment date 
in the case of payments to be made in an Offshore Currency.  In the 
event the applicable Borrower shall fail to reimburse the Issuing Bank 
for the full amount of any drawing under any Letter of Credit by the 
required time as provided above on the same date such drawing is honored 
by the Issuing Bank, the Issuing Bank will promptly notify the Agent, 
and the Agent will promptly notify each Bank thereof (including the 
amount and currency of the drawing and such Bank's Commitment Percentage 
thereof), and the applicable Borrower shall be deemed to have requested 
that (i) ABR Loans be made by the Banks in the case of any reimbursement 
obligation in Dollars, or (ii) Offshore Currency Loans be made in the 
currency of any outstanding reimbursement obligations in an Offshore 
Currency, on the basis of a one week Interest Period, to be disbursed on 
the date of payment by the Issuing Bank under such Letter of Credit, 
subject to the amount of the unutilized portion of the Total Commitment 
and subject to the conditions set forth in Section 4.02.  Each of the 
Borrowers hereby directs that the proceeds of any such Loans deemed to 
be made by it shall be used to pay its reimbursement obligations in 
respect of any such drawing.  Solely for the purposes of making such 
Loans, the minimum borrowing amount limitations set forth in 
Section 2.03 shall not be applicable.  Any notice given by the Issuing 
Bank or the Agent pursuant hereto may be oral if immediately confirmed 
in writing (including by facsimile); PROVIDED that the lack of such an 
immediate confirmation shall not affect the conclusiveness or binding 
effect of such notice.

   (b)  Each Bank shall upon receipt of any notice pursuant to 
subsection 2.12(b) make available to the Agent for the account of the 
relevant Issuing Bank an amount in the specified currency and in Same 
Day Funds equal to its Applicable Percentage of the amount of the 
drawing, whereupon the participating Banks shall (subject to subsection 
2.12(d)) each be deemed to have made a Revolving Loan consisting of an 
ABR Loan or Offshore Currency Loan, as the case may be, to the 
applicable Borrower in that amount.  If any Bank so notified shall fail 
to make available to the Agent for the account of the Issuing Bank the 
amount of such Bank's Applicable Percentage of the amount of the drawing 
on the date such drawing was honored by the Issuing Bank (the 
"PARTICIPATION DATE"), in the case of a drawing in to be reimbursed in 
Dollars (whether originally payable in Dollars or redenominated into 
Dollars as a result of a Conversion Election), by no later than 12:00 
noon (San Francisco time), and in the case of a drawing to be reimbursed 
in an Offshore Currency, by such time as the Agent may specify, then 
interest shall accrue on such Bank's obligation to make such payment, 
from the Participation Date to the date such Bank makes such payment, at 
(i), in the case of payments to be made in Dollars, (A) the Federal 
Funds Effective Rate in effect from time to time during the period 
commencing on the Participation Date and ending on the date three 
Business Days thereafter, and (B) thereafter at the Alternate Base Rate 
as in effect from time to time, and (ii) in the case of payment to be 
made in an Offshore Currency, at the Overnight Rate, as in effect for 
each day during the period such amount remains unpaid.  The Agent will 
promptly give notice of the occurrence of the Participation Date, but 
failure of the Agent to give any such notice on the Participation Date 
or in sufficient time to enable any Bank to effect such payment on such 
date shall not relieve such Bank from its obligations under this Section 
2.12.

   (c)  With respect to any unreimbursed drawing which is not converted 
into Revolving Loans consisting of ABR Loans or Offshore Currency Loans, 
as the case may be, to the applicable Borrower in whole or in part, 
because of such Borrower's failure to satisfy the conditions set forth 
in Section 4.02 or for any other reason, such Borrower shall be deemed 
to have incurred from the Issuing Bank an L/C Borrowing in the amount of 
such drawing, which L/C Borrowing shall be due and payable on demand 
(together with interest) and (i) if denominated in Dollars, shall bear 
interest at the rate specified in subsection 2.09(c) for overdue amounts 
payable in Dollars, and (ii) if denominated in an Offshore Currency, 
shall initially have a one week Interest Period and bear interest at the 
rate specified in subsection 2.09(c) for overdue amounts payable in an 
Offshore Currency and each Bank's payment to the Issuing Bank pursuant 
to subsection 2.12(c) shall be deemed payment in respect of its 
participation in such L/C Borrowing and shall constitute an L/C Advance 
from such Bank in satisfaction of its participation obligation under 
this Section 2.12.

   (d)  Each Bank's obligation in accordance with this Agreement to make 
the Revolving Loans or L/C Advances, as contemplated by this 
Section 2.12, as a result of a drawing under a Letter of Credit, shall 
be absolute and unconditional and shall not be affected by any 
circumstance, including (i) any set-off, counterclaim, recoupment, 
defense or other right which such Bank may have against the Issuing 
Bank, any Borrower or any other Person for any reason whatsoever; 
(ii) the occurrence or continuance of a Default, an Event of Default or 
a Material Adverse Effect; or (iii) any other circumstance, happening or 
event whatsoever, whether or not similar to any of the foregoing.

13.  AUTOMATIC RENEWALS.  If any outstanding Letter of Credit for the 
account of any Borrower shall provide that it shall be automatically 
renewed unless the beneficiary thereof receives notice from the Issuing 
Bank that such Letter of Credit shall not be renewed, and if at the time 
of renewal the Issuing Bank would be entitled to authorize the automatic 
renewal of such Letter of Credit in accordance with subsection 2.11(d) 
upon the request of the Borrowers' Agent but the Issuing Bank shall not 
have received any L/C Amendment Application from the Borrowers' Agent 
with respect to such renewal or other written direction by the 
Borrowers' Agent with respect thereto, the Issuing Bank shall 
nonetheless be permitted to allow such Letter of Credit to renew, and, 
notwithstanding anything in this Agreement to the contrary, the 
Borrowers and the Banks hereby authorize such renewal (unless the 
Required Banks notify the Agent and the Issuing Bank in writing that 
non-renewal of any Letter of Credit is desired and such notice is 
received by the Agent and the Issuing Bank no less than 30 days prior to 
the last date on which the Issuing Bank is entitled to notify the 
beneficiary of any such Letter of Credit of its non-renewal), and, 
accordingly, the Issuing Bank shall be deemed to have received an L/C 
Amendment Application from the Borrowers' Agent requesting such renewal.

14.  REPAYMENT OF PARTICIPATIONS.  (a)  Upon (and only upon) receipt by 
the Agent for the account of the Issuing Bank of funds from a Borrower 
(i) in reimbursement of any payment made by the Issuing Bank under the 
Letter of Credit with respect to which any Bank has theretofore paid the 
Agent for the account of the Issuing Bank for such Bank's participation 
in the Letter of Credit pursuant to Section 2.12, or (ii) in payment of 
interest thereon, the Agent will pay to each Bank, in the same funds and 
currency so received by the Agent for the account of the Issuing Bank, 
the amount of such Bank's Applicable Percentage thereof, and the Issuing 
Bank shall receive the amount of the Applicable Percentage thereof with 
respect to any Bank that did not so pay the Agent for the account of the 
Issuing Bank.

   (a)  If the Agent or the Issuing Bank is required at any time to 
return to any Borrower or to a trustee, receiver, liquidator, custodian, 
or any official in any Insolvency Proceeding, any portion of the 
payments made by any Borrower to the Agent for the account of the 
Issuing Bank pursuant to subsection 2.14(a) in reimbursement of a 
payment made under the Letter of Credit or interest thereon, each Bank 
shall, on demand  of the Agent, forthwith return to the Agent or the 
Issuing Bank the amount of its Applicable Percentage of any amounts so 
returned by the Agent or the Issuing Bank and in the currency in which 
any such amounts were so returned PLUS interest thereon from the date 
such demand is made to the date such amounts are returned by such Bank 
to the Agent or the Issuing Bank, at a rate per annum equal to (i) the 
Federal Funds Effective Rate in effect from time to time with respect to 
any such amounts denominated in Dollars, and (ii) the Overnight Rate 
with respect to any amounts denominated in an Offshore Currency, for and 
determined as of each day during such period.

15.  ROLE OF THE ISSUING BANK.  (a)  Each of the Banks and the Borrowers 
agrees that, in paying any drawing under a Letter of Credit, the Issuing 
Bank shall not have any responsibility to obtain any document (other 
than any sight draft and certificates expressly required by the Letter 
of Credit) or to ascertain or inquire as to the validity or accuracy of 
any such document or the authority of the Person executing or delivering 
any such document.  

   (a)  No Agent/IB-Related Person nor any of the respective 
correspondents, participants or assignees of the Issuing Bank shall be 
liable to any Bank for:  (i) any action taken or omitted in connection 
herewith at the request or with the approval of the Banks (including the 
Required Banks, as applicable); (ii) any action taken or omitted in the 
absence of gross negligence or wilful misconduct; or (iii) the due 
execution, effectiveness, validity or enforceability of any L/C-Related 
Document.

   (b)  Each Borrower hereby assumes all risks of the acts or omissions 
of any beneficiary or transferee with respect to its use of any Letter 
of Credit; PROVIDED, HOWEVER, that this  assumption is not intended to, 
and shall not, preclude such Borrower's pursuing such rights and 
remedies as it may have  against the beneficiary or transferee at law or 
under any other agreement.  No Agent/IB-Related Person, nor any of the 
respective correspondents, participants or assignees of the Issuing 
Bank, shall be liable or responsible for any of the matters described in 
clauses (i) through (vii) of Section 2.10(b); PROVIDED, HOWEVER, 
anything in such clauses to the contrary notwithstanding, that such 
Borrower may have a claim against the Issuing Bank, and the Issuing Bank 
may be liable to such Borrower, to the extent, but only to the extent, 
of any direct, as opposed to consequential or exemplary, damages 
suffered by such Borrower which the Borrower proves were caused by the 
Issuing Bank's willful misconduct or gross negligence or the Issuing 
Bank's willful failure to pay under any Letter of Credit after the 
presentation to it by the beneficiary of a sight draft and 
certificate(s) strictly complying with the terms and conditions of a 
Letter of Credit.  In furtherance and not in limitation of the 
foregoing:  (i) the Issuing Bank may accept documents that appear on 
their face to be in order, without responsibility for further 
investigation, regardless of any notice or information to the contrary; 
and (ii) the Issuing Bank shall not be responsible for the validity or 
sufficiency of any instrument transferring or assigning or purporting to 
transfer or assign a Letter of Credit or the rights or benefits 
thereunder or proceeds thereof, in whole or in part, which may prove to 
be invalid or ineffective for any reason.

16.  OBLIGATIONS ABSOLUTE.  The obligations of each Borrower under this 
Agreement and any L/C-Related Document to reimburse the Issuing Bank for 
a drawing under a Letter of Credit, and to repay any L/C Borrowing and 
any drawing under a Letter of Credit converted into Revolving Loans, 
shall be unconditional and irrevocable, and shall be paid strictly in 
accordance with the terms of this Agreement and each such other 
L/C-Related Document under all circumstances, including the following:  
(i)  any lack of validity or enforceability of this Agreement or any 
L/C-Related Document; (ii)  any change in the time, manner or place of 
payment of, or in any other term of, all or any of the obligations of 
such Borrower in respect of any Letter of Credit or any other amendment 
or waiver of or any consent to departure from all or any of the 
L/C-Related Documents in accordance with their terms; (iii)  the 
existence of any claim, set-off, defense or other right that such 
Borrower may have at any time against any beneficiary or any transferee 
of any Letter of Credit (or any Person for whom any such beneficiary or 
any such transferee may be acting), the Issuing Bank or any other 
Person, whether in connection with this Agreement, the transactions 
contemplated hereby or by the L/C-Related Documents or any unrelated 
transaction; (iv)  any draft, demand, certificate or other document 
presented under any Letter of Credit proving to be forged, fraudulent, 
invalid or insufficient in any respect or any statement therein being 
untrue or inaccurate in any respect; (v)  any payment by the Issuing 
Bank under any Letter of Credit against presentation of a draft or 
certificate that does not strictly comply with the terms of any Letter 
of Credit; (vi) any payment made by the Issuing Bank under any Letter of 
Credit to any Person purporting to be a trustee in bankruptcy, 
debtor-in-possession, assignee for the benefit of creditors, liquidator, 
receiver or other representative of or successor to any beneficiary or 
any transferee of any Letter of Credit, including any arising in 
connection with any Insolvency Proceeding; (vii)  any exchange, release 
or non-perfection of any collateral, or any release or amendment or 
waiver of or consent to departure from any other guarantee, for all or 
any of the obligations of any Borrower in respect of any Letter of 
Credit; or (viii)  any other circumstance or happening whatsoever, 
whether or not similar to any of the foregoing, including any other 
circumstance that might otherwise constitute a defense available to, or 
a discharge of, any Borrower or a guarantor. 

17.  CASH COLLATERAL PLEDGE.  Upon (i) the request of the Agent, if the 
Issuing Bank has honored any full or partial drawing request on any 
Letter of Credit and such drawing has resulted in an L/C Borrowing 
hereunder, (ii) the occurrence of the Maturity Date, if any Letters of 
Credit may for any reason remain outstanding and partially or wholly 
undrawn, or (iii) the occurrence of the circumstances described in 
subsection 2.07(b) requiring any Borrower to cash collateralize Letters 
of Credit, such Borrower shall immediately pay over cash, in Dollars, in 
an amount equal to the L/C Obligations of such Borrower to the Agent for 
the benefit of the Banks to be held by the Agent as cash collateral 
subject to the terms of this Section 2.17.  Such amount, together with 
any amount received by the Agent in respect of outstanding Letters of 
Credit pursuant to Article VII and any additional amounts received by 
the Agent as provided in this Section 2.17, when received by the Agent, 
shall be held by the Agent in a cash collateral account opened by the 
Agent as cash collateral for the reimbursement obligations of the 
applicable Borrower under this Agreement in respect of the L/C 
Obligations of such Borrower and for the other Obligations.  In 
connection with any such amounts to be paid over to the Agent as cash 
collateral for Offshore Currency L/C Obligations then outstanding, the 
amount of cash collateral to be paid over with respect thereto and held 
as part of the cash collateral pursuant to this Section 2.17 shall be 
determined on the basis of the Equivalent Amount thereof in Dollars as 
of the most recent Computation Date.  Each Borrower shall, to the extent 
necessary, make such additional pledges from time to time as shall be 
necessary to ensure that all L/C Obligations remain at all times fully 
cash collateralized (in the case of any Offshore Currency L/C 
Obligations, the amounts thereof from time to time to be determined on 
the basis of the Equivalent Amount thereof in Dollars as of the most 
recent Computation Date), PROVIDED that no such additional pledge shall 
be required at any time that the shortfall in the amount of the required 
cash collateral results from a change in applicable rates of exchange 
between Dollars and Offshore Currencies and such shortfall shall not 
exceed at such time $100,000.  Such cash collateral shall bear interest 
at a rate per annum equal at all times to the rate specified by BofA as 
its money market rate, and shall be credited to such cash collateral 
account monthly, PROVIDED that no interest shall be payable on such cash 
collateral while an Event of Default exists hereunder.  Amounts held in 
such cash collateral account shall be applied by the Agent to the 
reimbursement of the Issuing Bank for any payment made by it of drafts 
drawn under the outstanding Letters of Credit, and the unused portion 
thereof after all such Letters of Credit shall have expired or been 
fully drawn upon, if any, shall be applied to repay other Obligations of 
the Borrowers hereunder.  After all such Letters of Credit shall have 
expired or been fully drawn upon, all L/C Obligations shall have been 
satisfied and all other Obligations of the Borrowers hereunder shall 
have been paid in full, the balance, if any, in such cash collateral 
account shall be returned to the Borrowers.  The Borrowers hereby grant 
the Agent (for itself and on behalf of and for the ratable benefit of 
the Issuing Bank and the Banks) a security interest in all such cash 
collateral.  The Borrowers shall execute such further agreements, 
documents, instruments or financing statements as the Agent reasonably 
deems necessary in connection therewith.

18.  LETTER OF CREDIT FEES.  (a)  The Company agrees to pay to the Agent 
for the account of each of the Banks a letter of credit fee, in Dollars, 
with respect to the average daily maximum amount available to be drawn 
on the outstanding Letters of Credit, computed on a quarterly basis in 
arrears on the last Business Day of each calendar quarter based upon 
Letters of Credit outstanding for that quarter as calculated by the 
Agent equal to the applicable rate per annum set forth in Annex I.  (For 
the sake of clarity, a Letter of Credit which is a "financial standby 
letter of credit" within the meaning of Parts 208 and 225 of 12 Code of 
Federal Regulations shall accrue fees at the applicable rate per annum 
set forth under the heading "Financial Standby Letter of Credit Fees" in 
the pricing grid attached as Annex I, and a Letter of Credit which is a 
"performance standby letter of credit" within the meaning of Parts 208 
and 225 of 12 Code of Federal Regulations shall accrue fees at the 
applicable rate per annum set forth under the heading "Performance 
Standby Letter of Credit Fees" in such pricing grid).  Such letter of 
credit fees shall be due and payable quarterly in arrears on the last 
Business Day of each calendar quarter during which Letters of Credit are 
outstanding, commencing on the first such quarterly date to occur after 
the Closing Date, through the Maturity Date (or such later date upon 
which the outstanding Letters of Credit shall expire), with the final 
payment to be made on the Maturity Date (or such expiration date).  For 
purposes of determining the average daily maximum amount available to be 
drawn on the outstanding Letters of Credit in order to calculate the 
letter of credit fee due under this subsection 2.18(a), the amount of 
any Letter of Credit in an Offshore Currency on any date shall be 
determined based upon the Equivalent Amount in Dollars thereof as of the 
most recent Computation Date pursuant to subsection 2.05(a) with respect 
to such Letter of Credit.

   (a)  The Company agrees to pay to the Agent for the account of the 
Issuing Bank a letter of credit fronting fee, in Dollars, for each 
standby Letter of Credit issued by the Issuing Bank equal to 0.125% of 
the face amount of such standby Letter of Credit.  Such standby Letter 
of Credit fronting fee shall be due and payable on each date of issuance 
of a standby Letter of Credit and, if such Letter of Credit is in an 
Offshore Currency, the amount thereof shall be determined based upon the 
Equivalent Amount in Dollars thereof as of the initial Computation Date 
pursuant to subsection 2.05(a) with respect to such standby Letter of 
Credit.

   (b)  The Company agrees to pay to the Issuing Bank from time to time 
on demand the normal and reasonable issuance, presentation, amendment 
and other processing fees, and other standard costs and charges, of the 
Issuing Bank relating to standby letters of credit as from time to time 
in effect, in Dollars or in such Offshore Currency as the Issuing Bank 
shall specify.

   (c)  All fees payable under this Section 2.18 shall be nonrefundable.

19.  THE BORROWERS' AGENT.

   (a)  Each of the Borrowers irrevocably appoints, designates and 
authorizes the Borrowers' Agent to take such action on its behalf under 
the provisions of this Agreement and each other Loan Document and to 
exercise such powers and perform such duties as are expressly delegated 
to it by the terms of this Agreement or any other Loan Document, 
together with such powers as are reasonably incidental thereto.  The 
Borrowers' Agent may execute any of its duties under this Agreement or 
any other Loan Document by or through agents, employees or 
attorneys-in-fact. 

   (b)  The Borrowers' Agent shall promptly forward to the Agent or the 
Borrowers, as appropriate, all notices, certificates, financial 
statements and reports received by it in the performance of its duties 
hereunder.  

   (c)  The Borrowers may, upon 30 days' notice to and with the consent 
of the Agent (which consent shall not be unreasonably withheld), appoint 
another Borrower to act as Borrowers' Agent and upon such appointment 
such successor Borrowers' Agent shall succeed to all the appointment, 
powers and duties of the retiring Borrowers' Agent and the term 
"Borrowers' Agent" shall mean such successor agent and the retiring 
Borrowers' Agent's rights, powers and duties as Borrowers' Agent shall 
be terminated.
  
   (d)  The Borrowers' Agent shall perform its duties hereunder and 
under the other Loan Documents on behalf of the Borrowers.  The action 
of the Borrowers' Agent shall in each case bind all the Borrowers, and 
any action taken by the Borrowers' Agent in the name of the Borrowers or 
any of them pursuant to this Agreement or any other Loan Document shall 
bind the Borrowers, whether or not such action has been duly authorized 
by such Borrowers.


20.  UNIFORM CUSTOMS AND PRACTICE.  The Uniform Customs and Practice for 
Documentary Credits as most recently published by the International 
Chamber of Commerce ("UCP") shall in all respects be deemed a part of 
this Article II as if incorporated herein and shall apply to the Letters 
of Credit.

21.  OTHER FEES.

   (a)  ARRANGEMENT FEE; AGENCY FEE.  The Company shall pay to the Agent 
for the Agent's own account an arrangement fee and an agency fee, in 
each case in the amount and at the times set forth in a letter agreement 
between the Company and the Agent dated February 6, 1997.

   (b)  COMMITMENT FEES.  The Company agrees to pay to the Agent for the 
account of each Bank a commitment fee on the average daily unused 
portion of such Bank's Commitment, computed on a quarterly basis in 
arrears on the last Business Day of each calendar quarter based upon the 
daily utilization for that quarter as calculated by the Agent, equal to 
the applicable rate per annum set forth on Annex I.  Such commitment fee 
shall accrue from the Closing Date through the Maturity Date and shall 
be due and payable quarterly in arrears on the last Business Day of each 
calendar quarter commencing on the first such date after the Closing 
Date through the Maturity Date, with the final payment to be made on the 
Maturity Date; PROVIDED that, in connection with any termination of 
Commitments pursuant to Section 2.06, the accrued commitment fee 
calculated for the period ending on such date shall be paid on the date 
of such termination.  The commitment fees provided in this subsection 
shall accrue at all times after the above-mentioned commencement date, 
including at any time during which one or more conditions in Article IV 
are not met.

   (c)  FEES NONREFUNDABLE.  All fees payable under this Section 2.21 
shall be nonrefundable.

22.  COMPUTATION OF FEES AND INTEREST.

   (a)  All computations of interest payable in respect of ABR Loans at 
all times that the Alternate Base Rate is determined by BofA's Reference 
Rate shall be made on the basis of a year of 365 or 366 days, as the 
case may be, and actual days elapsed.  All other computations of fees 
and interest under this Agreement shall be made on the basis of a 360-
day year and actual days elapsed, which results in more interest being 
paid than if computed on the basis of a 365-day year.  Interest and fees 
shall accrue during each period during which interest or such fees are 
computed from the first day thereof to the last day thereof.

   (b)  For purposes of determining utilization of each Bank's 
Commitment in order to calculate the commitment fee due under Section 
2.21(b), (i) the amount of any outstanding Offshore Currency Loan on any 
date shall be determined based upon the Equivalent Amount in Dollars 
thereof as of the most recent Computation Date pursuant to subsection 
2.05(a) with respect to such Offshore Currency Loan, and (ii) each 
Bank's Revolving Commitment shall be considered used on any date to the 
extent of its participation on such date in any Letter of Credit and any 
L/C Advance made by it, and for such purposes the amount of its 
participation in any outstanding Letter of Credit in an Offshore 
Currency or any L/C Advance constituting an Offshore Currency Loan on 
any date shall be determined based upon the Equivalent Amount in Dollars 
thereof as of the most recent Computation Date pursuant to subsection 
2.05(a) with respect to such Letter of Credit or L/C Advance.

   (c)  The Agent will, with reasonable promptness, notify the 
Borrowers' Agent and the Banks of each determination of Adjusted LIBO 
Rate or of a CD Rate and each determination of the Equivalent Amount of 
outstanding Offshore Currency Loans and other outstanding amounts 
denominated in an Offshore Currency on any Computation Date as provided 
in subsection 2.05(a); PROVIDED that any failure to do so shall not 
relieve any Borrower of any liability hereunder or provide the basis for 
any claim against the Agent.  Any change in the interest rate on a CD 
Rate Loan resulting from a change in the Reserve Percentage or the 
Assessment Rate (as such terms are defined in the definition of CD Rate 
herein) shall become effective as of the opening of business on the day 
on which such change in the Reserve Percentage or the Assessment Rate 
becomes effective.  The Agent will with reasonable promptness notify the 
Borrowers' Agent and the Banks of the effective date and the amount of 
each such change, PROVIDED that any failure to do so shall not relieve 
any Borrower of any liability hereunder or provide the basis for any 
claim against the Agent.

   (d)  Each determination of an interest rate and an Equivalent Amount 
by the Agent pursuant hereto shall be conclusive and binding on the 
Borrowers and the Banks in the absence of manifest error.

23.  PAYMENTS BY THE BORROWERS.  (a)  All payments (including 
prepayments) to be made by any Borrower on account of principal, 
interest, drawings under Letters of Credit, fees and other amounts 
required hereunder shall be made without set-off or counterclaim and 
shall, except as otherwise expressly provided with respect to drawings 
under Letters of Credit and elsewhere herein, be made to the Agent for 
the ratable account of the Banks at the Agent's Payment Office 
identified on SCHEDULE 9.01 or such other office as the Agent shall 
specify to the Borrowers' Agent in writing, with respect to principal 
of, interest on, and other amounts relating to, any Offshore Currency 
Loan, or any other Obligation payable in an Offshore Currency, in the 
Offshore Currency in which such Offshore Currency Loan or other 
Obligation is denominated or payable, and, with respect to all other 
amounts payable hereunder, except as otherwise expressly provided 
herein, in Dollars.  Such payments shall be made in Same Day Funds, and 
(i) in the case of Offshore Currency payments, no later than such time 
on the date specified herein as may be determined by the Agent to be 
necessary for such payment to be credited on such date in accordance 
with normal banking procedures in the place of payment, and (ii) in the 
case of any Dollar payments, no later than 11:00 a.m. (San Francisco 
time) on the date specified herein.  The Agent will promptly distribute 
to each Bank its Applicable Percentage (or other applicable share as 
expressly provided herein) of such principal, interest, fees or other 
amounts, in like funds and currency as received.  Any payment which is 
received by the Agent later than 11:00 a.m. (San Francisco time) (in the 
case of any Dollar payments) or later than the time specified by the 
Agent as provided in clause (i) above (in the case of Offshore Currency 
payments) shall be deemed to have been received on the immediately 
succeeding Business Day and any applicable interest or fee shall 
continue to accrue.

   (a)  Whenever any payment hereunder shall be stated to be due on a 
day other than a Business Day, such payment shall be made on the next 
succeeding Business Day, and such extension of time shall in such case 
be included in the computation of interest or fees, as the case may be, 
subject to the provisions set forth in the definition of "Interest 
Period" herein. 

   (b)  Unless the Agent shall have received notice from the Borrowers' 
Agent prior to the date on which any payment is due to the Banks 
hereunder that any Borrower will not make such payment in full as and 
when required hereunder, the Agent may assume that such Borrower has 
made such payment in full to the Agent on such date in Same Day Funds 
and the Agent may (but shall not be so required), in reliance upon such 
assumption, cause to be distributed to each Bank on such due date an 
amount equal to the amount then due such Bank.  If and to the extent any 
such Borrower shall not have made such payment in full to the Agent, 
each Bank shall repay to the Agent on demand such amount distributed to 
such Bank, together with interest thereon for each day from the date 
such amount is distributed to such Bank until the date such Bank repays 
such amount to the Agent, at the Federal Funds Effective Rate or, in the 
case of a payment in an Offshore Currency, the Overnight Rate, as in 
effect for each such day.

24.  PAYMENTS BY THE BANKS TO THE AGENT.  (a)  Unless the Agent shall 
have received notice from a Bank on the Closing Date or, with respect to 
each Borrowing after the Closing Date, at least one Business Day prior 
to the date of any proposed Borrowing, that such Bank will not make 
available to the Agent as and when required hereunder for the account of 
any Borrower the amount of that Bank's Applicable Percentage of the 
Borrowing, the Agent may assume that each Bank has made such amount 
available to the Agent in Same Day Funds on the Borrowing date and the 
Agent may (but shall not be so required), in reliance upon such 
assumption, make available to such Borrower on such date a corresponding 
amount.  If and to the extent any Bank shall not have made its full 
amount available to the Agent in Same Day Funds and the Agent in such 
circumstances has made available to any Borrower such amount, that Bank 
shall on the next Business Day following the date of such Borrowing make 
such amount available to the Agent, together with interest at the 
Federal Funds Effective Rate or, in the case of any Borrowing consisting 
of Offshore Currency Loans, the Overnight Rate, for and determined as of 
each day from the date such amount is distributed to such Bank until the 
date such Bank repays such amount to the Agent.  A notice of the Agent 
submitted to any Bank with respect to amounts owing under this 
subsection 2.24(a) shall be conclusive, absent manifest error.  If such 
amount is so made available, such payment to the Agent shall constitute 
such Bank's Loan on the date of borrowing for all purposes of this 
Agreement.  If such amount is not made available to the Agent on the 
next Business Day following the date of such Borrowing, the Agent shall 
notify the Borrowers' Agent of such failure to fund and, upon demand by 
the Agent to the Borrowers' Agent, the applicable Borrower shall pay 
such amount to the Agent for the Agent's account, together with interest 
thereon for each day elapsed since the date of such Borrowing, at a rate 
per annum equal to the interest rate applicable at the time to the Loans 
comprising such Borrowing.

   (a)  The failure of any Bank to make any Loan on any date of 
Borrowing shall not relieve any other Bank of any obligation hereunder 
to make a Loan on the date of such Borrowing, but no Bank shall be 
responsible for the failure of any other Bank to make the Loan to be 
made by such other Bank on the date of any Borrowing.

25.  SHARING OF PAYMENTS, ETC.  If, other than as expressly provided 
elsewhere herein, any Bank shall obtain on account of the Loans made by 
it any payment (whether voluntary, involuntary, through the exercise of 
any right of set-off, or otherwise) in excess of its Applicable 
Percentage of payments on account of the Loans obtained by all the 
Banks, such Bank shall forthwith (a) notify the Agent of such fact, and 
(b) purchase from the other Banks such participations in the Loans made 
by them as shall be necessary to cause such purchasing Bank to share the 
excess payment ratably with each of them; PROVIDED, HOWEVER, that if all 
or any portion of such excess payment is thereafter recovered from the 
purchasing Bank, such purchase shall to that extent be rescinded and 
each other Bank shall repay to the purchasing Bank the purchase price 
paid therefor, together with an amount equal to such paying Bank's 
Applicable Percentage (according to the proportion of (i) the amount of 
such paying Bank's required repayment to (ii) the total amount so 
recovered from the purchasing Bank) of any interest or other amount paid 
or payable by the purchasing Bank in respect of the total amount so 
recovered.  Each of the Borrowers agrees that any Bank so purchasing a 
participation from another Bank pursuant to this Section 2.25 may, to 
the fullest extent permitted by law, exercise all its rights of payment 
(including the right of set-off, but subject to Section 9.09) with 
respect to such participation as fully as if such Bank were the direct 
creditor of the applicable Borrower in the amount of such participation. 
 The Agent will keep records (which shall be conclusive and binding in 
the absence of manifest error) of participations purchased pursuant to 
this Section 2.25 and will in each case notify the Banks following any 
such purchases or repayments.

26.  TAXES.  (a)  Subject to subsection 2.26(g), any and all payments by 
any Borrower to each Bank or the Agent under this Agreement and any 
other Loan Document shall be made free and clear of, and without 
deduction or withholding for, any Taxes.  In addition, the Borrowers 
shall pay all Other Taxes.

   (a)  If any Borrower shall be required by law to deduct or withhold 
any Taxes, Other Taxes or Further Taxes from or in respect of any sum 
payable hereunder to any Bank or the Agent, then, subject to subsection 
2.26(g):

       (i)  the sum payable shall be increased as necessary so that, 
after making all required deductions and withholdings (including 
deductions and withholdings applicable to additional sums payable under 
this Section), such Bank or the Agent, as the case may be, receives and 
retains an amount equal to the sum it would have received and retained 
had no such deductions or withholdings been made;

       (ii)  such Borrower shall make such deductions and withholdings;

       (iii)  such Borrower shall pay the full amount deducted or 
withheld to the relevant taxing authority or other authority in 
accordance with applicable law; and

       (iv)  such Borrower shall also pay to each Bank or the Agent for 
the account of such Bank, at the time interest is paid, Further Taxes in 
the amount that the respective Bank specifies as necessary to preserve 
the after-tax yield such Bank would have received if such Taxes, Other 
Taxes or Further Taxes had not been imposed.

   (b)  Subject to subsection 2.26(g), each Borrower agrees to indemnify 
and hold harmless each Bank and the Agent for the full amount of 
(i) Taxes, (ii) Other Taxes, and (iii) Further Taxes in the amount that 
the respective Bank specifies as necessary to preserve the after-tax 
yield such Bank would have received if such Taxes, Other Taxes or 
Further Taxes had not been imposed, and any liability (including 
penalties, interest, additions to tax and expenses) arising therefrom or 
with respect thereto, whether or not such Taxes, Other Taxes or Further 
Taxes were correctly or legally asserted.  Payment under this 
indemnification shall be made within 30 days after the date such Bank or 
the Agent makes written demand therefor.

   (c)  Within 30 days after the date of any payment by any Borrower of 
Taxes, Other Taxes or Further Taxes, such Borrower shall furnish to each 
Bank or the Agent the original or a certified copy of a receipt 
evidencing payment thereof, or other evidence of payment satisfactory to 
such Bank or the Agent.

   (d)  If any Borrower is required to pay any amount to any Bank or the 
Agent pursuant to subsection (b) or (c) of this Section, then such Bank 
shall use reasonable efforts (consistent with legal and regulatory 
restrictions) to change the jurisdiction of its Lending Office so as to 
eliminate any such additional payment by such Borrower which may 
thereafter accrue, if such change in the sole judgment of such Bank is 
not otherwise disadvantageous to such Bank.

   (e)  Each Bank which is a foreign person (i.e., a person other than a 
United States person for United States Federal income tax purposes) 
agrees that:

       (i)  it shall, no later than the Closing Date (or, in the case of 
a Bank which becomes a party hereto pursuant to Section 9.04 after the 
Closing Date, the date upon which the Bank becomes a party hereto) 
deliver to the Borrowers' Agent through the Agent two accurate and 
complete signed originals of Internal Revenue Service Form 4224 or any 
successor thereto ("Form 4224"), or two accurate and complete signed 
originals of Internal Revenue Service Form 1001 or any successor thereto 
("Form 1001"), as appropriate, in each case indicating that the Bank is 
on the date of delivery thereof entitled to receive payments of 
principal, interest and fees under this Agreement free from withholding 
of United States Federal income tax;

       (ii)  if at any time the Bank makes any changes necessitating a 
new Form 4224 or Form 1001, it shall with reasonable promptness deliver 
to the Borrowers' Agent through the Agent in replacement for, or in 
addition to, the forms previously delivered by it hereunder, two 
accurate and complete signed originals of Form 4224; or two accurate and 
complete signed originals of Form 1001, as appropriate, in each case 
indicating that the Bank is on the date of delivery thereof entitled to 
receive payments of principal, interest and fees under this Agreement 
free from withholding of United States Federal income tax;

       (iii)  it shall, before or promptly after the occurrence of any 
event (including the passing of time but excluding any event mentioned 
in (ii) above) requiring a change in or renewal of the most recent Form 
4224 or Form 1001 previously delivered by such Bank and deliver to the 
Borrowers' Agent through the Agent two accurate and complete original 
signed copies of Form 4224 or Form 1001 in replacement for the forms 
previously delivered by the Bank; and

       (iv)  it shall, promptly upon the Borrowers' Agent's or the 
Agent's reasonable request to that effect, deliver to the Borrowers' 
Agent or the Agent (as the case may be) such other forms or similar 
documentation as may be required from time to time by any applicable 
law, treaty, rule or regulation in order to establish such Bank's tax 
status for withholding purposes.

   (f)  The Borrowers will not be required to pay any additional amounts 
in respect of United States Federal income tax pursuant to subsection 
2.26(b) to any Bank for the account of any Lending Office of such Bank:

       (i)  if the obligation to pay such additional amounts would not 
have arisen but for a failure by such Bank to comply with its 
obligations under subsection 2.26(f) in respect of such Lending Office;

       (ii)  if such Bank shall have delivered to the Borrowers' Agent a 
Form 4224 in respect of such Lending Office pursuant to subsection 
2.26(f), and such Bank shall not at any time be entitled to exemption 
from deduction or withholding of United States Federal income tax in 
respect of payments by any Borrower for the account of such Lending 
Office for any reason other than a change in United States law or 
regulations or in the official interpretation of such law or regulations 
by any governmental authority charged with the interpretation or 
administration thereof (whether or not having the force of law) after 
the date of delivery of such Form 4224; or

       (iii)  if the Bank shall have delivered to the Borrowers' Agent a 
Form 1001 in respect of such Lending Office pursuant to subsection 
2.26(f), and such Bank shall not at any time be entitled to exemption 
from deduction or withholding of United States Federal income tax in 
respect of payments by any Borrower hereunder for the account of such 
Lending Office for any reason other than a change in United States law 
or regulations or any applicable tax treaty or regulations or in the 
official interpretation of any such law, treaty or regulations by any 
governmental authority charged with the interpretation or administration 
thereof (whether or not having the force of law) after the date of 
delivery of such Form 1001.

   (g)  If, at any time, the Borrowers' Agent requests any Bank to 
deliver any forms or other documentation pursuant to subsection 
2.26(f)(iv), then the Borrowers jointly and severally agree, on demand 
of such Bank through the Agent, to reimburse such Bank for any costs and 
expenses (including Attorney Costs) reasonably incurred by such Bank in 
the preparation or delivery of such forms or other documentation.

27.  ILLEGALITY.  If any Bank shall determine that the introduction of 
any Requirement of Law, or any change in any Requirement of Law or in 
the interpretation or administration thereof, has made it unlawful, or 
that any central bank or other Governmental Authority has asserted that 
it is unlawful, for any Bank or its Lending Office to make Eurocurrency 
Loans, then, on notice thereof by the Bank to the Borrowers' Agent 
through the Agent, the obligation of that Bank to make Eurocurrency 
Loans shall be suspended until the Bank shall have notified the Agent 
and the Borrowers' Agent that the circumstances giving rise to such 
determination no longer exist.  If a Bank shall determine that it is 
unlawful to maintain any Eurocurrency Loan, each Borrower shall prepay 
in full all Eurocurrency Loans of that Bank made to such Borrower then 
outstanding, together with interest accrued thereon, either on the last 
day of the Interest Period thereof if the Bank may lawfully continue to 
maintain such Eurocurrency Loans to such day, or immediately, if the 
Bank may not lawfully continue to maintain such Eurocurrency Loans, 
together with any amounts required to be paid in connection therewith 
pursuant to Section 2.29.  If any Borrower is required to prepay any 
Eurocurrency Loan immediately as provided in this Section 2.27, then 
concurrently with such prepayment, such Borrower shall borrow from the 
affected Bank, in the amount of such repayment (or the Equivalent Amount 
thereof in Dollars on the date of repayment and borrowing, in the case 
of a prepayment of an Offshore Currency Loan), an ABR Loan.

28.  INCREASED COSTS AND REDUCTION OF RETURN.  (a)  If any Bank or the 
Issuing Bank shall determine that, due to either (i) the introduction of 
or any change (other than any change by way of imposition of or increase 
in reserve requirements included in the calculation of the CD Rate or 
the Offshore Rate) in or in the interpretation of any law or regulation 
or (ii) the 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 such Bank or the 
Issuing Bank of agreeing to make or making, funding or maintaining any 
Eurocurrency Loans or CD Rate Loans or participating in any L/C 
Obligations, or any increase in the cost to the Issuing Bank of agreeing 
to issue, issuing or maintaining any Letter of Credit or of agreeing to 
make or making, funding or maintaining any unpaid drawing under any 
Letter of Credit, then the Borrowers shall be liable for, and shall from 
time to time, upon demand therefor to the Borrowers' Agent by such Bank 
or the Issuing Bank, as the case may be (with a copy of such demand to 
the Agent), pay to the Agent for the account of such Bank or the Issuing 
Bank, additional amounts as are sufficient to compensate such Bank or 
the Issuing Bank for such increased costs, not later than 30 days 
following demand therefor.

   (a)  If any Bank or the Issuing Bank shall have determined that 
(i) the introduction of any Capital Adequacy Regulation, (ii) any change 
in any Capital Adequacy Regulation, (iii) any change in the 
interpretation or administration of any Capital Adequacy Regulation by 
any central bank or other Governmental Authority charged with the 
interpretation or administration thereof, or (iv) compliance by the Bank 
(or its Lending Office) or the Issuing Bank, as the case may be, or any 
corporation controlling the Bank, or the Issuing Bank, as the case may 
be, with any Capital Adequacy Regulation, affects or would affect the 
amount of capital required or expected to be maintained by the Bank or 
the Issuing Bank or any corporation controlling the Bank or the Issuing 
Bank and (taking into consideration such Bank's or such corporation's 
policies with respect to capital adequacy and such Bank's desired return 
on capital) determines that the amount of such capital is increased as a 
consequence of its Commitment, Loans, Letters of Credit or other 
extensions of credit or obligations under this Agreement, then, the 
Borrowers shall be liable for, and shall upon demand to the Borrowers' 
Agent by such Bank or the Issuing Bank, as the case may be (with a copy 
to the Agent), pay to such Bank or the Issuing Bank, from time to time 
as specified by such Bank or the Issuing Bank, additional amounts 
sufficient to compensate such Bank or the Issuing Bank for such 
increase, not later than 30 days following demand therefor.

29.  FUNDING LOSSES.  Each Borrower agrees to reimburse each Bank for, 
and to hold each Bank harmless from any loss, cost or expense which the 
Bank may sustain or incur as a consequence of:  (a) any failure of such 
Borrower to make any payment or prepayment of principal of any 
Eurocurrency Loan or a CD Rate Loan (including payments made after any 
acceleration thereof); (b) any failure of such Borrower to borrow, 
continue or convert a Loan after the Borrowers' Agent has given (or is 
deemed to have given) a Notice of Borrowing or a Notice of 
Conversion/Continuation in respect of such Borrower; (c) any failure of 
such Borrower to make any prepayment after the Borrowers' Agent has 
given a notice in accordance with Section 2.07; (d) any prepayment 
(including pursuant to Section 2.07) of a Eurocurrency Loan or a CD Rate 
Loan on a day which is not the last day of the Interest Period with 
respect thereto; or (e) any conversion pursuant to Section 2.04 of any 
Eurocurrency Loan to an ABR Loan or a CD Rate Loan, or of any CD Rate 
Loan to a Eurocurrency Loan or an ABR Loan, on a day that is not the 
last day of the respective Interest Period; including any such loss or 
expense arising from the liquidation or reemployment of funds obtained 
by it to maintain its Eurocurrency Loans or CD Rate Loans hereunder or 
from fees payable to terminate the deposits from which such funds were 
obtained or from charges relating to the Offshore Currency Loans.  Any 
request for compensation by any Bank pursuant to this Section 2.29 shall 
be paid not later than 30 days following demand therefor.

30.  INABILITY TO DETERMINE RATES.  If the Required Banks shall have 
determined that for any reason adequate and reasonable means do not 
exist for ascertaining the Adjusted LIBO Rate or the CD Rate for any 
requested Interest Period with respect to a proposed Eurocurrency Loan 
or CD Rate Loan or that the Offshore Rate or the CD Rate applicable 
pursuant to subsection 2.09(a) for any requested Interest Period with 
respect to a proposed Eurocurrency Loan or CD Rate Loan does not 
adequately and fairly reflect the cost to such Banks of funding such 
Loan, the Agent will forthwith give notice of such determination to the 
Borrowers' Agent and each Bank.  Thereafter, the obligation of the Banks 
to make or maintain CD Rate Loans or Eurocurrency Loans, as the case may 
be, hereunder shall be suspended until the Agent upon the instructions 
of the Required Banks revokes such notice in writing.  Upon receipt of 
such notice, the Borrowers' Agent may revoke any Notice of Borrowing or 
Notice of Conversion/Continuation then submitted by it.  If the 
Borrowers' Agent does not revoke such notice, the Banks shall make, 
convert or continue the Loans, as proposed by the Borrowers' Agent, in 
the amount specified in the applicable notice submitted by the 
Borrowers' Agent, but such Loans shall be made, converted or continued 
as ABR Loans instead of CD Rate Loans or Eurocurrency Loans, as the case 
may be.  In the case of any Offshore Currency Loans, the Borrowing shall 
be in an aggregate amount equal to the originally requested Borrowing 
amount in Dollars, and the continuation shall be in an aggregate amount 
equal to the Equivalent Amount as of the continuation date for any such 
Offshore Currency Loans, and to that end any outstanding Offshore 
Currency Loans which are the subject of any such continuation shall be 
redenominated into ABR Loans in Dollars with effect from the last day of 
the Interest Period with respect to any such Offshore Currency Loans.

31.  CERTIFICATES OF BANKS.  Any Bank or the Issuing Bank claiming 
reimbursement or compensation pursuant to this Article II shall deliver 
to the Borrowers' Agent (with a copy to the Agent) a certificate setting 
forth in reasonable detail the amount payable to the Bank or the Issuing 
Bank hereunder and such certificate shall be conclusive and binding on 
the Borrowers' Agent in the absence of manifest error.  If any Bank or 
the Issuing Bank fails to notify the Borrowers' Agent that it intends to 
claim any such reimbursement or compensation within six months after 
such Bank or the Issuing Bank has, or with reasonable diligence should 
have, knowledge of its claim therefor, the Borrowers shall not be 
obligated to compensate such Bank or the Issuing Bank for the amount of 
such Bank's or the Issuing Bank's claim accruing prior to the date which 
is six months before the date on which such Bank or the Issuing Bank 
first notifies the Borrowers' Agent that it intends to such claim; it 
being understood that the calculation of the actual amounts may not be 
possible within such period and that in the event it is not possible to 
calculate such amounts within such period such Bank or the Issuing Bank 
may provide such calculation as soon as reasonably practicable 
thereafter without affecting or limiting any Borrower's payment 
obligations hereunder.

32.  SUBSTITUTION OF BANKS.  Upon the receipt by the Borrowers' Agent 
from any Bank (an "Affected Bank") of a claim for compensation pursuant 
to Section 2.28, the Borrowers' Agent may:  (i) request the Affected 
Bank to use its best efforts to obtain a replacement bank or financial 
institution satisfactory to the Borrowers' Agent to acquire and assume 
all or part of such Affected Bank's Loans and Commitment (a "Replacement 
Bank"); (ii) request one OR more of the other Banks to acquire and 
assume all or part of such Affected Bank's Loans and Revolving Commit-
ment; or (iii) designate a Replacement Bank.  Any such designation of a 
Replacement Bank under clause (i) or (iii) shall be subject to the prior 
written consent of the Agent and the Issuing Bank (which consent shall 
not be unreasonably withheld).  Any substitution of Banks under this 
Section 2.32, shall be subject to payment by the applicable Borrower to 
the applicable Bank(s) of amounts, if any, incurred by such Bank(s) 
under Section 2.29 hereof arising from the substitutions of Bank(s) on a 
date other than the last day of the applicable Interest Period(s).




III.  Representations and Warranties

    Each Borrower represents and warrants to the Banks that:

1.  EXISTENCE AND POWER.  Each Borrower (a) is a corporation duly 
organized, validly existing and in good standing under the laws of the 
jurisdiction of its incorporation; (b) has the power and authority and 
all governmental licenses, authorizations, consents and approvals (i) to 
own its assets and carry on its business as presently conducted and 
(ii) to execute, deliver, and perform its obligations under, the Loan 
Documents; (c) is  duly qualified as a foreign corporation, licensed and 
in good standing under the laws of each jurisdiction where its 
ownership, lease or operation of property or the conduct of its business 
requires such qualification; and (d) is in compliance with all 
Requirements of Law; except, in each case, to the extent that the 
failure to do so could not reasonably be expected to have a Material 
Adverse Effect.

2.  BINDING EFFECT.  Each Loan Document to which any Borrower is a party 
constitutes the legal, valid and binding obligations of such Borrower, 
enforceable against such Borrower in accordance with its terms, except 
as enforceability may be limited by applicable bankruptcy, insolvency, 
or similar laws affecting the enforcement of creditors' rights generally 
or by equitable principles relating to enforceability.

3.  CORPORATE AUTHORIZATION; NO CONFLICT.  The execution, delivery and 
performance by each Borrower of each Loan Document to which it is party, 
have been duly authorized by all necessary corporate action of such 
Borrower, and do not and will not:  (a) contravene the terms of any of 
its Organization Documents; (b) conflict with or result in any breach or 
contravention of, or the creation of any Lien under, any document 
evidencing any Contractual Obligation to which such Borrower is a party 
or any order, injunction, writ or decree of any Governmental Authority 
to which such Borrower or its property is subject; or (c) violate any 
Requirement of Law.  The Borrowers are not in default under or with 
respect to any Contractual Obligation or Requirement of Law in any 
respect which, individually or together with all such defaults, could 
reasonably be expected to have a Material Adverse Effect.

4.  SUBSIDIARIES.  The Company has no Subsidiaries as of the Closing 
Date other than those specifically disclosed in SCHEDULE 3.04.

5.  FINANCIAL CONDITION.  (a)  The audited consolidated balance sheet of 
the Company and its Subsidiaries as at August 31, 1996, and the related 
consolidated statements of income, shareholders' equity and cash flows 
for the fiscal year ended on that date, and the unaudited consolidated 
balance sheet of the Company and its Subsidiaries as at February 28, 
1997, and other Indebtedness and liabilities incurred since such date 
permitted hereunder, and the related consolidated statements of income 
and cash flows, for the period ended on that date:  (i) were prepared in 
accordance with GAAP consistently applied throughout the periods covered 
thereby, except as otherwise expressly noted therein, except that the 
February 28, 1997, financial statements are subject to year-end 
adjustments and except for the absence of notes; (ii) are complete and 
accurate in all material respects and fairly present in all material 
respects the consolidated financial condition of the Company and its 
Subsidiaries as of the dates thereof and results of operations for the 
periods covered thereby; and (iii) except as specifically disclosed in 
Schedule 3.05 and except for Indebtedness and other liabilities incurred 
in the ordinary course of business since February 28, 1997, and other 
Indebtedness and liabilities incurred since such date permitted 
hereunder, neither the Company nor any of its Subsidiaries has incurred, 
created, assumed or otherwise become liable with respect to any material 
Indebtedness or other liabilities, direct or contingent, including 
liabilities for material taxes, commitments and Guarantees not reflected 
in the financial statements referred to above.

   (a)  Since February 28, 1997, there has been no Material Adverse 
Effect.

6.  LITIGATION.  Except as specifically disclosed in SCHEDULE 3.06 or 
otherwise disclosed to the Banks in writing, there are no actions, 
suits, proceedings, claims or disputes pending, or to the best knowledge 
of the Company, after due inquiry, threatened or contemplated, at law, 
in equity, in arbitration or before any Governmental Authority, against 
the Company, or any of its Subsidiaries or any of their respective 
properties, which could reasonably be expected to have a Material 
Adverse Effect.

7.  GOVERNMENTAL AUTHORIZATION.  No approval, consent, exemption, 
authorization, or other action by, or notice to, or filing with, any 
Governmental Authority, or the consent of any other Person, is necessary 
or required in connection with the execution, delivery or performance 
by, or enforcement against, the Company or any Additional Borrower of 
any Loan Document to which it is a party.

8.  TITLE TO PROPERTIES.  The Company and each of its Subsidiaries has 
good record and marketable title in fee simple to, or valid leasehold 
interests in, all real property necessary or used in the ordinary 
conduct of its business, except for such defects in title as could not, 
individually or in the aggregate, be reasonably expected to have a 
Material Adverse Effect.  The property of the Company and each of its 
Subsidiaries is subject to no Liens, other than Permitted Liens.

9.  ERISA COMPLIANCE.  All Employee Benefit Plans of the Company are 
listed in SCHEDULE 3.09.  Except as specifically disclosed in such 
Schedule, no Termination Event which could result in unfunded liability 
in excess of $500,000 has occurred or is reasonably expected to occur 
with respect to any Pension Plan.  Each Employee Benefit Plan is in 
compliance in all material respects with the applicable provisions of 
ERISA, the Code and other applicable Federal or state law, and benefits 
have been paid in accordance with the provisions of each such Employee 
Benefit Plan, except for such failures as would not have a Material 
Adverse Effect.  No prohibited transaction (as defined in Section 4975 
of the Code or Section 406 of ERISA) or other event that would result in 
material liability to the Company or any of its Subsidiaries has 
occurred with respect to any Employee Benefit Plan.

10.  USE OF PROCEEDS; MARGIN REGULATIONS.  The proceeds of the Loans and 
other extensions of credit hereunder are intended to be and shall be 
used solely for the purposes set forth in and permitted by Section 5.08, 
subject to the limitations set forth in Section 6.05.

11.  TAXES.  The Company and each of its Subsidiaries has filed all 
Federal and other material tax returns and reports required to be filed, 
and has paid all Federal and other material taxes, assessments, fees and 
other governmental charges levied or imposed upon them or their 
properties, income or assets otherwise due and payable, except those 
which are being or will be contested in good faith by appropriate 
proceedings and for which adequate reserves have been provided for to 
the extent required by GAAP and no notice of lien has been filed or 
recorded.  There is no proposed tax assessment against the Company or 
any of its Subsidiaries which would, if the assessment were made, have a 
Material Adverse Effect.

12.  ENVIRONMENTAL MATTERS.  The on-going operations of the Company and 
each of its Subsidiaries comply in all respects with all Environmental 
Laws, except such non-compliance which could not be reasonably expected 
to have a Material Adverse Effect.  There are no Hazardous Materials or 
other conditions or circumstances existing with respect to any property 
of the Company or any of its Subsidiaries, or arising from operations 
prior to the Closing Date (in the case of any previous owner, tenant, 
occupant, user or operator thereof, to the best of the Company's 
knowledge), that could reasonably be expected to result in a Material 
Adverse Effect.

13.  COPYRIGHTS, PATENTS, TRADEMARKS AND LICENSES, ETC.  The Company or 
its Subsidiaries own or are licensed or otherwise have the right to use 
all of the material patents, trademarks, service marks, trade names, 
copyrights, franchises, authorizations and other intellectual property 
rights that are reasonably necessary for the operation of their 
respective businesses, without known conflict with the rights of any 
other Person, which conflicts, either individually or in the aggregate, 
could not be reasonably expected to have a Material Adverse Effect.  
Except as specifically disclosed in SCHEDULE 3.13, no claim or 
litigation regarding any of the foregoing is pending or, to the 
knowledge of the Company, threatened, which, in either case, could 
reasonably be expected to have a Material Adverse Effect.

14.  FULL DISCLOSURE.  The documents, certificates and written 
statements (including the Loan Documents) furnished by the Company or 
any Subsidiary to the Agent or any Bank pursuant to any provision of any 
Loan Document, or for use in connection with the transactions 
contemplated by this Agreement, taken together with all such documents, 
certificates and written statements, do not contain any untrue 
statements of a material fact or omit any material fact required to be 
stated therein or necessary to make the statements made therein, in 
light of the circumstances under which they are made, not misleading.  
It is recognized by the Agent and the Banks that projections and 
forecasts provided by or on behalf of the Company or any Subsidiary, 
although reflecting the Company's or such Subsidiary's good faith 
projections or forecasts based upon methods and data the Borrower or 
such Subsidiary believes to be reasonable and accurate, are not to be 
viewed as facts and that actual results during the period or periods 
covered by any such projections and forecasts may differ from the 
projected or forecasted results.

15.  REGULATED ENTITIES.  Neither the Company, any Person controlling 
the Company, nor any Subsidiary of the Company, is (a) an "Investment 
Company" within the meaning of the Investment Company Act of 1940; or 
(b) subject to regulation under the Public Utility Holding Company Act 
of 1935 or any other Federal or state statute or regulation limiting its 
ability to incur Indebtedness.

16.  INSURANCE.  The properties of the Company and its Subsidiaries are 
insured with financially sound and reputable insurance companies, in 
such amounts, with such deductibles and covering such risks as are 
customarily carried by companies engaged in similar businesses and 
owning similar properties in localities where the Company or such 
Subsidiaries operate (after giving effect to customary self-insurance).



IV.  CONDITIONS

1.  CLOSING DATE.  The obligations of the Banks to make Loans and of the 
Issuing Bank to issue Letters of Credit hereunder shall not become 
effective until the date on which each of the following conditions is 
satisfied (or waived in accordance with Section 9.02):

   (a)  The Agent (or its counsel) shall have received from each party 
hereto either (i) a counterpart of this Agreement signed on behalf of 
such party or (ii) written evidence satisfactory to the Agent (which may 
include telecopy transmission of a signed signature page of this 
Agreement) that such party has signed a counterpart of this Agreement.

   (b)  The Agent shall have received a favorable written opinion 
(addressed to the Agent, the Issuing Bank and the Banks and dated the 
Closing Date) of Wilson, Sonsini, Goodrich & Rosati, in substantially 
the form set forth in EXHIBIT F satisfactory to the Agent and each Bank, 
and covering such other matters relating to the Company, this Agreement 
or the Transactions as the Banks shall reasonably request. The Company 
hereby requests such counsel to deliver such opinion.

   (c)  The Agent shall have received such documents and certificates as 
the Agent or any Bank may reasonably request relating to the 
organization, existence and good standing of the Company, the 
authorization of the Transactions and any other legal matters relating 
to the Company, this Agreement or the Transactions, all in form and 
substance satisfactory to the Agent and each Bank.

   (d)  The Agent shall have received a certificate. dated the Closing 
Date and signed by the President, a Vice President or a Financial 
Officer of the Company, confirming compliance with the conditions set 
forth in paragraphs (a) and (b) of Section 4.02.

   (e)  The Banks shall be satisfied that (i) no Material Adverse Effect 
has occurred since February 28, 1997, and (ii) the Company and the 
Subsidiaries are not party to or subject to any litigation which would 
be likely to have a Material Adverse Effect.

   (f)  The Agent shall have received all fees and other amounts due are 
payable on or prior to the Closing Date, including, to the extent 
invoiced, reimbursement or payment of all out-of-pocket expenses 
required to be reimbursed or paid by the Company hereunder.

   (g)  The Agent shall have received evidence satisfactory to it that 
the Existing Facility and all commitments to make loans or otherwise 
extend credit thereunder has been terminated as of the Closing Date.

2.  EACH CREDIT EVENT. The obligation of each Bank to make a Loan on the 
occasion of any Borrowing (other than a Borrowing in which Revolving 
Loans or L/C Borrowings are refinanced with Revolving Loans without any 
increase in the Effective Amount of Revolving Loans and L/C 
Obligations), and of the Issuing Bank to issue, amend, renew or extend 
any Letter of Credit, is subject to the satisfaction of the following 
conditions:

   (a)  The representations and warranties of the Company and each other 
Borrower set forth in this Agreement shall be true and correct on and as 
of the date of such Borrowing or the date of issuance, amendment, 
renewal or extension of such Letter of Credit, as applicable.

   (b)  At the time of and immediately after giving effect to such 
Borrowing or the issuance, amendment, renewal or extension of such 
Letter of Credit, as applicable, no Default shall have occurred and be 
continuing.

Each Borrowing and each issuance, amendment, renewal or extension of a 
Letter of Credit shall be deemed to constitute a representation and 
warranty by the Company and each other Borrower on the date thereof as 
to the matters specified in paragraphs (a) and (b) of this Section.




V.  AFFIRMATIVE COVENANTS

    Until the Commitments have expired or been terminated and the 
principal of and interest on each Loan and all fees payable hereunder 
shall have been paid in full and all Letters of Credit shall have 
expired or terminated and all L/C Obligations shall have been 
reimbursed, and unless the Required Banks waive compliance in writing in 
accordance with Section 9.02, the Company covenants and agrees with the 
Banks that:

1.  FINANCIAL STATEMENTS AND OTHER INFORMATION. The Company will furnish 
to the Agent and each Bank:

   (a)  within 90 day's after the end of each fiscal year of the 
Company, its audited consolidated balance sheet and related statements 
of operations, changes in shareholders' equity and cash flows as of the 
end of and for such year, setting forth in each case in comparative form 
the figures for the previous fiscal year, all reported on by KPMG Peat 
Marwick or other independent public accountants of recognized national 
standing (without a "going concern" or like qualification or exception 
and without any qualification or exception as to the scope of such 
audit) to the effect that such consolidated financial statements present 
fairly in all material respects the financial condition and results of 
operations of the Company and the consolidated Subsidiaries on a 
consolidated basis in accordance with GAAP consistently applied;

   (b)  within 60 days after the end of each of the first three fiscal 
quarters of each fiscal year of the Company, its consolidated balance 
sheet and related statements of operations and cash flows as of the end 
of and for such fiscal quarter and the then elapsed portion of the 
fiscal year. setting forth in each case in comparative form the figures 
for the corresponding period or periods of (or, in the case of the 
balance sheet. as of the end of) the previous fiscal year, all certified 
by one of its Financial Officers as presenting fairly in all material 
respects the financial condition and results of operations of the 
Company and the consolidated Subsidiaries on a consolidated basis in 
accordance with GAAP consistently applied, subject to normal year-end 
audit adjustments and the absence of footnotes;

   (c)  concurrently with any delivery of financial statements under 
clause (a) or (b) above, a completed Compliance Certificate of a 
Financial Officer of the Company;

   (d)  Concurrently with any delivery of consolidated financial 
statements under clause (a) above, a certificate of the accounting firm 
that reported on such financial statements stating whether they obtained 
knowledge during the course of their audit of such consolidated 
financial statements of any Default insofar as it relates to accounting 
matters (which certificate may be limited to the extent required by 
accounting rules or guidelines);

   (e)  promptly after the same become publicly available, copies of all 
periodic and other reports, proxy statements and other materials filed 
by the Company or any Subsidiary with the Securities and Exchange 
Commission, or any Governmental Authority succeeding to any or all of 
the functions of said Commission, or with any national securities 
exchange. or distributed by the Company to its shareholders generally, 
as the case may be;

   (f)  promptly following any request therefor, such other information 
regarding the operations, business affairs and financial condition of 
the Company or any Subsidiary, or compliance with the terms of this 
Agreement, as the Agent or any Bank may reasonably request; and

   (g)  promptly upon becoming aware thereof, notice of the 
effectiveness of any rating of any Index Debt by S&P or Moody's and 
notice of the effectiveness of any change in any rating of any Index 
Debt by S&P or Moody's.

2.  NOTICES OF MATERIAL EVENTS. The Company will furnish to the Agent 
and each Bank prompt written notice of the following:

   (a)  the occurrence of any Default;

   (b)  the filing or commencement of any action, suit or proceeding by 
or before any arbitrator or Governmental Authority against or affecting 
the Company or any Subsidiary thereof that could reasonably be expected 
to result in a Material Adverse Effect;

   (c)  the occurrence of any ERISA Event that, alone or together with 
any other ERISA Events that have occurred. could reasonably be expected 
to result in liability of the Company and its Subsidiaries in an 
aggregate amount exceeding $5,000,000; and

   (d)  any other development that results in, or could reasonably be 
expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a 
statement of a Financial Officer or other executive officer of the 
Company setting forth the details of the event or development requiring 
such notice and any action taken or proposed to be taken with respect 
thereto.

3.  EXISTENCE; CONDUCT OF BUSINESS. The Company will, and will cause 
each of the Subsidiaries to, do or cause to be done all things necessary 
to preserve, renew and keep in full force and effect its legal existence 
and the licenses, permits, privileges and franchises material to the 
conduct of its business; PROVIDED that the foregoing shall not prohibit 
any merger, consolidation, liquidation or dissolution permitted under 
Section 6.04.

4.  PAYMENT OF OBLIGATIONS. The Company will, and will cause each of its 
Subsidiaries to, pay its obligations, including Tax liabilities, that, 
if not paid, could result in a Material Adverse Effect before the same 
shall become delinquent or in default, except where (a) the validity or 
amount thereof is being contested in good faith by appropriate 
proceedings, (b) the Company or such Subsidiary has set aside on its 
books adequate reserves with respect thereto in accordance with GAAP and 
(c) the failure to make payment pending such contest could not 
reasonably be expected to result in a Material Adverse Effect.

5.  MAINTENANCE OF PROPERTIES; INSURANCE.  The Company will, and will 
cause each of its Subsidiaries to, (a) keep and maintain all property 
material to the conduct of its business in good working order and 
condition, ordinary wear and tear excepted, except to the extent the 
failure to do so could not reasonably be expected to result in a 
Material Adverse Effect, and (b) maintain, with financially sound and 
reputable insurance companies. insurance in such amounts and against 
such risks as are customarily maintained by companies engaged in the 
sane or similar businesses operating in the same or similar locations 
(after giving effect to customary self insurance).

6.  BOOKS AND RECORDS; INSPECTION RIGHTS. The Company will, and will 
cause each of its Subsidiaries to, keep proper books of record and 
account in which entries are made of all dealings and transactions in 
relation to its business and activities (including with respect to ERISA 
if applicable) that are true and complete in all material respects. The 
Company will, and will cause each of its Subsidiaries to, permit any 
representatives designated by the Agent or any Bank, upon reasonable 
prior notice, to visit and inspect its properties, to examine and make 
extracts from its books and records, and to discuss its affairs, 
finances and condition with its officers and independent accountants, 
all at such reasonable times and as often as reasonably requested.

7.  COMPLIANCE WITH LAWS. The Company will, and will cause each of its 
Subsidiaries to comply in all material respects with all laws, rules, 
regulations and orders (including ERISA if applicable) of any 
Governmental Authority applicable to it or its property, except such as 
may be contested by the Company or the applicable Subsidiary in good 
faith or as to which a bona fide dispute may exist at except for 
noncompliance by any Subsidiary that individually or taken together with 
all compliance by Subsidiaries could not reasonably be expected to 
result in a Material Adverse Effect.

8.  USE OF PROCEEDS AND LETTERS OF CREDIT.  The Letters of Credit and 
the proceeds of the Loans will be used only for general corporate 
purposes of the Company and its Subsidiaries, including acquisitions, 
subject to the limitations set forth in Section 6.05.

9.  ACCESSION BY SUBSIDIARY.  In addition to the requirements set forth 
in subsection 2.01(b), prior to any Subsidiary becoming an Additional 
Borrower hereunder, such Subsidiary shall furnish to the Agent and each 
Bank the following, each in form and substance satisfactory to the Agent 
and each Bank:

   (a)  a duly executed notice and agreement in substantially the form 
of EXHIBIT G (an "ADDITIONAL BORROWER REQUEST AND ASSUMPTION 
AGREEMENT"); and

   (b)  a guaranty in substantially the form of EXHIBIT H duly executed 
by the Company.




VI.  NEGATIVE COVENANTS

     Until the Commitments have expired or terminated and the principal 
of and interest on each Loan and all fees payable hereunder have been 
paid in full and all Letters of Credit have expired or terminated and 
all L/C Obligations shall have been reimbursed, and unless the Required 
Banks waive compliance in writing in accordance with Section 9.02, the 
Company covenants and agrees with the Banks that:

1.  SUBSIDIARY INDEBTEDNESS. No Subsidiary will create, incur, assume or 
permit to exist any Indebtedness, except:

   (a)  Indebtedness existing on the date hereof and set forth in 
SCHEDULE 6.01 and extensions, renewals and replacements of any such 
Indebtedness that do not increase the outstanding principal amount 
thereof;

   (b)  Indebtedness of any Subsidiary to the Company or any other 
Subsidiary;

   (c)  Guarantees by any Subsidiary of Indebtedness of the Company or 
of any other Subsidiary to the extent such Indebtedness is permitted 
under this Agreement;

   (d)  Indebtedness of any Subsidiary incurred to finance the 
acquisition, construction or improvement of any fixed or capital assets, 
including Capital Lease Obligations and any Indebtedness assumed in 
connection with the acquisition of any such assets or secured by a Lien 
on any such assets prior to the acquisition thereof and extensions, 
renewals and replacements of any such Indebtedness that do not increase 
the outstanding principal amount thereof; provided that (i) such 
Indebtedness is incurred prior to or within 120 days after such 
acquisition or the completion of such construction or improvement and 
(ii) the aggregate principal amount of Indebtedness permitted by this 
clause (d) when aggregated (without duplication) with all Indebtedness 
incurred under clause (g) below, with the aggregate amount of all claims 
and obligations secured by Liens permitted pursuant to clauses (d) and 
(f) of Section 6.02 and with the aggregate book value or sale price of 
the assets sold in sale and leaseback transactions permitted pursuant to 
Section 6.03 does not exceed 30% of Consolidated Tangible Assets as of 
the last day of the most recent fiscal period in respect of which 
financial statements shall have been delivered pursuant to Section 5.01:

   (e)  Indebtedness of any Person that becomes a Subsidiary after the 
date hereof; PROVIDED that such Indebtedness exists at the time such 
Person becomes a Subsidiary and is not created in contemplation of or in 
connection with such Person becoming a Subsidiary;

   (f)  Indebtedness of any Subsidiary as an account party in respect of 
trade letters of credit;

   (g)  other unsecured Indebtedness of the Subsidiaries in an aggregate 
principal amount outstanding at any time that, when aggregated (without 
duplication) with all Indebtedness incurred under clause (d) above, with 
the aggregate amount of all claims and obligations secured by Liens 
permitted pursuant to clauses (d) and (f) of Section 6.02 and with the 
aggregate book value or sale price of the assets sold in sale and 
leaseback transactions permitted pursuant to Section 6.03 does not 
exceed 30% of Consolidated Tangible Assets as of the last day of the 
most recent fiscal period in respect of which financial statements shall 
have been delivered pursuant to Section 5.01; and

   (h)  (i) Indebtedness of any Special Purpose Subsidiary; or (ii) 
Indebtedness of any other Subsidiary incurred by such Subsidiary in 
connection with the incurrence of Indebtedness by any Special Purpose 
Subsidiary.

2.  LIENS. The Company will not, and will not permit any Subsidiary to, 
create, incur, assume or permit to exist any Lien on any property or 
asset now owned or hereafter acquired by it, or assign or sell any 
income or revenues (including accounts receivable) or rights in respect 
of any thereof, except:

   (a)  Permitted Encumbrances and Liens securing Capital Lease 
Obligations permitted under subsection 6.01(d), and any renewal or 
extension of any such Permitted Encumbrance or Lien so long as the 
principal amount of the obligations secured thereby is not increased;

   (b)  any Lien on any property or asset of the Company or any 
Subsidiary existing on the date hereof and set forth in SCHEDULE 6.02; 
PROVIDED that (i) such Lien shall not apply to any other property or 
asset of the Company or any Subsidiary and (ii) such Lien shall secure 
only those obligations which it secures on the date hereof and 
extensions, renewals and replacements thereof that do not increase the 
outstanding principal amount thereof;

   (c)  any Lien existing on any property or asset prior to the 
acquisition thereof by the Company or any Subsidiary or existing on any 
property or asset (including attachments, accessions, replacements or 
proceeds thereof) of any Person that becomes a Subsidiary after the date 
hereof prior to the time such Person becomes a Subsidiary; PROVIDED that 
(i) such Lien is not created in contemplation of or in connection with 
such acquisition or such Person becoming a Subsidiary, as the case may 
be, (ii) such Lien shall not apply to any other property or assets of 
the Company or any Subsidiary and (iii) such Lien shall secure only 
those obligations which it secures on the date of such acquisition or 
the date such Person becomes a Subsidiary, as the case may be and 
extensions, renewals and replacements thereof that do not increase the 
outstanding principal amount thereof;

   (d)  Liens on fixed or capital assets acquired, constructed or 
improved by the Company or any Subsidiary (including replacements or 
proceeds of such assets and including any Capital Lease Obligations); 
PROVIDED that (i) in the case of any Subsidiary, such security interests 
secure Indebtedness permitted by clause (d) of Section 6.01, (ii) such 
security interests and the Indebtedness secured thereby are incurred 
prior to or within 120 days after such acquisition or the completion of 
such construction or improvement, (iii) the Indebtedness secured thereby 
does not exceed 100% of the cost of acquiring, constructing or improving 
such fixed or capital assets, (iv) such security interests shall not 
apply to any other property or assets of the Company or any Subsidiary 
and (v) the aggregate amount of such Indebtedness when aggregated 
(without duplication) with all Indebtedness incurred under clauses (d) 
and (g) of Section 6.01, with the aggregate amount of all claims secured 
by Liens permitted pursuant to clause (f) below and with the aggregate 
book value or sale price of the assets sold in sale and leaseback 
transactions permitted pursuant to Section 6.03 does not exceed 30% of 
Consolidated Tangible Assets as of the last day of the most recent 
fiscal period in respect of which financial statements shall have been 
delivered pursuant to Section 5.01;

   (e)  Liens securing claims of any Special Purpose Subsidiary against 
any other Subsidiary and sales or assignments of accounts receivable (or 
interests therein) by any Subsidiary to a Special Purpose Subsidiary and 
by any Special Purpose Subsidiary; and

   (f)  other Liens securing claims in an aggregate amount at any time 
outstanding that when aggregated (without duplication) with (i) all 
obligations of any Special Purpose Subsidiary secured by Liens, (ii) all 
Indebtedness incurred under clauses (d) and (g) of Section 6.01, (iii) 
the aggregate amount of all obligations secured by Liens permitted 
pursuant to clause (d) above and (iv) the aggregate book value or sale 
price of the assets sold in sale and leaseback transactions permitted 
pursuant to Section 6.03, does not exceed 30% of Consolidated Tangible 
Assets as of the last day of the most recent fiscal period in respect of 
which financial statements shall have been delivered pursuant to 
Section 5.01, PROVIDED that the Dollar amount of claims and other 
obligations (other than claims or other obligations of any Subsidiary in 
favor of any Special Purpose Subsidiary which is directly or indirectly 
wholly owned by the Company and inchoate indemnity obligations) secured 
by accounts receivable does not exceed the greater of $130,000,000 or 
35% of the Company's aggregate accounts receivable (including such 
accounts receivable sold to any Special Purpose Subsidiary) calculated 
on a consolidated basis.

3.  SALE AND LEASEBACK TRANSACTIONS. The Company will not, and will not 
permit any Subsidiary to, enter into any arrangement, directly or 
indirectly, with any Person whereby it shall sell or transfer any 
property, real or personal, used or useful in its business, whether now 
owned or hereafter acquired, and thereafter rent or lease such property 
which it intends to use for substantially the same purpose or purposes 
as the property being sold or transferred; PROVIDED, HOWEVER, that 
notwithstanding the above, the Company or any Subsidiary may engage in 
any sale and leaseback transaction if, immediately after the 
consummation of such transaction, the aggregate book value or sale price 
of the assets sold in sale and leaseback transactions referred to in 
this Section 6.03, when aggregated (without duplication) with all 
Indebtedness incurred under clauses (d) and (g) of Section 6.01 and with 
the aggregate amount of all claims and obligations secured by Liens 
permitted pursuant to clauses (d) and (f) of Section 6.02, does not 
exceed 30% of Consolidated Tangible Assets as of the last day of the 
most recent fiscal period in respect of which financial statements shall 
have been delivered pursuant to Section 5.01.

4.  FUNDAMENTAL CHANGES.  (a)  The Company will not, and will not permit 
any Subsidiary to, merge into or consolidate with any other Person, or 
permit any other Person to merge into or consolidate with it, or sell, 
transfer, lease or otherwise dispose of (in one transaction or in a 
series of transactions) all or any substantial portion of its assets, or 
all or substantially all of the capital stock of any of the Subsidiaries 
(in each case, whether now owned or hereafter acquired), or liquidate or 
dissolve, except that, if at the time thereof and immediately after 
giving effect thereto no Default shall have occurred and be continuing 
(i) any Person may merge into or consolidate with the Company in a 
transaction in which the Company is the surviving corporation, (ii) any 
Person may merge into any Subsidiary in a transaction in which the 
surviving entity is a Subsidiary, (iii) any Subsidiary may sell, 
transfer, lease or otherwise dispose of its assets to the Company or to 
another Subsidiary, (iv) any Subsidiary may liquidate or dissolve if the 
Company determines in good faith that such liquidation or dissolution is 
in the best interests of the Company and is not materially 
disadvantageous to the Banks and any distribution or other transfer of 
assets in connection with such liquidation or dissolution is made to the 
Company or another Subsidiary in an amount consistent with such person's 
ownership percentage of the Subsidiary being dissolved or liquidated, 
(v) the Borrower and the Subsidiaries may sell, lease or otherwise 
dispose of property in any individual transaction not related to any 
other such transaction if the aggregate fair market value of the assets 
sold, leased or otherwise disposed of in such transaction is less than 
$2,000,000, (vi) the Company and/or any of the Subsidiaries may sell or 
otherwise transfer their accounts receivable and other assets to any 
Special Purpose Subsidiary and/or any Special Purpose Subsidiary may 
sell or otherwise transfer such accounts receivable or other property 
(or interests therein) if otherwise permitted under Section 6.02(f), and 
(vii) the Company and the Subsidiaries may sell, lease or otherwise 
dispose of property in any other transaction in the ordinary course of 
business, PROVIDED that, with respect to transactions outside of the 
ordinary course of business, the aggregate fair market value of all 
assets sold, leased or otherwise disposed of in transactions under this 
clause (vii) shall not when taken together at the time of each such 
sale, lease or other disposition exceed 25% of Consolidated Tangible 
Assets as of the last day of the most recent fiscal period in respect of 
which financial statements shall have been delivered pursuant to 
Section 5.01 at such time.

   (a)  The Company will not, and will not permit any of its 
Subsidiaries to, engage to any material extent in any line of business 
material to the Company and the Subsidiaries, taken as a whole, other 
than businesses currently conducted by the Company and the Subsidiaries 
and businesses reasonably related thereto.

5.  MARGIN STOCK; UNFRIENDLY ACQUISITIONS. No Letter of Credit and no 
part of the proceeds of any Loan will be used, (a) whether directly or 
indirectly, and whether immediately, incidentally or ultimately, (i) to 
purchase or carry Margin Stock or to extend credit to others for the 
purpose of purchasing or carrying Margin Stock or to refund Indebtedness 
originally incurred for such purpose or (ii) for any purpose which 
entails a violation of, or which is inconsistent with, the provisions of 
the Regulations of the Board. including. without limitation, Regulations 
G, T, U or X thereof, or (b) directly or through any Subsidiary, to 
finance any Unfriendly Acquisition.

6.  FISCAL YEAR. The Company will not change its fiscal year end from 
August 31.

7.  RESTRICTIVE AGREEMENTS. The Company will not, and will not permit 
any of its Subsidiaries to, directly or indirectly, enter into, incur or 
permit to exist any agreement or other arrangement that prohibits, 
restricts or imposes any condition upon (a) the ability of the Company 
or any Subsidiary to create, incur or permit to exist any Lien upon any 
of its property or assets, or (b) the ability of any Subsidiary to pay 
dividends or other distributions with respect to any shares of its 
capital stock or to make or repay loans or advances to the Company or 
any other Subsidiary or to Guarantee Indebtedness of the Company or any 
other Subsidiary if any such prohibition, restriction or condition is 
more burdensome than any similar prohibition, restriction or condition 
contained in this Agreement or any other Loan Document; PROVIDED that 
(i) the foregoing shall not apply to restrictions and conditions imposed 
by law or by this Agreement, (ii) the foregoing shall not apply to 
restrictions and conditions existing on the date hereof identified on 
SCHEDULE 6.07 (but shall apply to any amendment or modification 
expanding the scope of any such restriction or condition unless 
otherwise permitted under this Section 6.07), (iii) the foregoing shall 
not apply to customary restrictions and conditions contained in 
agreements relating to the sale of a Subsidiary pending such sale, 
provided such restrictions and conditions apply only to the Subsidiary 
that is to be sold and such sale is permitted hereunder, (iv) clause (a) 
of the foregoing shall not apply to restrictions or conditions imposed 
by any agreement relating to secured Indebtedness permitted by this 
Agreement if such restrictions or conditions apply only to the property 
or assets securing such Indebtedness, (v) clause (a) of the foregoing 
shall not apply to customary provisions in leases and other contracts 
restricting the assignment thereof, (vi) the foregoing shall not apply 
to such restrictions and conditions applicable to any Subsidiary 
acquired after the date hereof if such restrictions and conditions 
existed at the time such Subsidiary was acquired and were not created in 
anticipation of such acquisition, (vii) the foregoing shall not apply to 
one or more Subsidiaries having any such restriction or condition so 
long as any such Subsidiary individually shall not account for more than 
5% of the gross revenues for the most recently ended fiscal year of the 
Company and the Subsidiaries, taken as a whole, and each such Subsidiary 
together with all other such Subsidiaries in the aggregate shall not 
account for more than 10% of the gross revenues for the most recently 
ended fiscal year of the Company and the Subsidiaries, taken as a whole, 
(viii) the foregoing shall not apply to any working capital facility 
entered into by a Subsidiary organized under the laws of any foreign 
country, and (ix) the foregoing shall not apply to any Special Purpose 
Subsidiary or to any agreement or other arrangement entered into by the 
Company or any of the Subsidiaries incidental to a transaction involving 
a Special Purpose Subsidiary which transaction is otherwise permitted 
under the terms of this Agreement.

8.  DISTRIBUTIONS.  The Company shall not declare or make, and shall not 
suffer or permit any of its Subsidiaries to declare or make, any 
dividend payment or other distribution of assets, properties, cash, 
rights, obligations or securities on account of any shares of any class 
of its capital stock, or purchase, redeem or otherwise acquire for value 
any shares of its capital stock or any warrants, rights or options to 
acquire such shares, now or hereafter outstanding, if any Default then 
exists or would result therefrom.

9.  ADJUSTED LEVERAGE RATIO.  Notwithstanding any other provision of 
this Agreement, the Company shall not permit its Adjusted Leverage 
Ratio, as calculated as of the last day of each fiscal quarter, to be 
greater than (a) 1.75 to 1.00 from the Closing Date through and 
including February 28, 1998, (b) 1.50 to 1.00 from May 31, 1998 through 
and including February 28, 1999, (c) 1.25 to 1.00 from May 31, 1999 
through and including February 28, 2000, and (d) 1.00 to 1.00 
thereafter.

10.  CONSOLIDATED TANGIBLE NET WORTH. Notwithstanding any other 
provision of this Agreement, the Company will not permit its 
Consolidated Tangible Net Worth as of the last day of each fiscal 
quarter following the Closing Date to be less than the sum of (without 
duplication) 80% of Consolidated Tangible Net Worth measured as of the 
end of the fiscal quarter ended February 28, 1997, PLUS 50% of 
consolidated net income (without subtracting losses or acquisition 
related charges) for each fiscal quarter ended after the fiscal quarter 
ended February 28, 1997, MINUS 100% of all acquisition-related charges 
if such charges are recorded in the same fiscal quarter in which the 
applicable acquisition is consummated.




VII.  EVENTS OF DEFAULT
    If any of the following events ("EVENTS OF DEFAULT") shall occur:

   (a)  any Borrower shall fail to pay any principal of any Loan or any 
reimbursement obligation in respect of any L/C Obligation when and as 
the same shall become due and payable, whether at the due date thereof 
or at a date fixed for prepayment thereof or otherwise;

   (b)  any Borrower shall fail to pay any interest on any Loan or any 
fee or any other amount (other than an amount referred to in clause (a) 
of this Article) payable under this Agreement, when and as the same 
shall become due and payable, and such failure shall continue unremedied 
for a period of five Business Days;

   (c)  any representation or warranty made or deemed made by or on 
behalf of the Company or any Subsidiary in or in connection with this 
Agreement or any amendment or modification hereof or waiver hereunder, 
or in any report, certificate, financial statement or other document 
furnished pursuant to or in connection with this Agreement or any 
amendment or modification hereof or waiver hereunder, shall prove to 
have been materially incorrect or misleading when made or deemed made;

   (d)  the Company shall fail to observe or perform any covenant, 
condition or agreement contained in Section 5.02, 5.03 (with respect to 
the Company's existence) or 5.08 or in Article VI;

   (e)  any Borrower shall fail to observe or perform any covenant, 
condition or agreement contained in this Agreement (other than those 
specified in clause (a), (b) or (d) of this Article), and such failure 
shall continue unremedied for a period of 30 days after notice thereof 
from the Agent to the Borrowers' Agent (which notice will be given at 
the request of any Bank)

   (f)  the Company or any Subsidiary shall be in default with respect 
to any payment (whether of 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;

   (g)  the Company or any Subsidiary 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;

   (h)  an involuntary proceeding shall be commenced or an involuntary 
petition shall be filed seeking (i) liquidation, reorganization or other 
relief in respect of the Company or any Subsidiary or its debts, or of a 
substantial part of its assets, under any Federal, state or foreign 
bankruptcy, insolvency, receivership or similar law now or hereafter in 
effect or (ii) the appointment of a receiver, trustee, custodian, 
sequestrator, conservator or similar official for the Company or any 
Subsidiary or for a substantial part of its assets, and, in any such 
case, such proceeding or petition shall continue undismissed for 60 
days;

   (i)  the Company or any Subsidiary shall (i) voluntarily commence any 
proceeding or file any petition seeking liquidation, reorganization or 
other relief under any Federal, state or foreign bankruptcy, insolvency, 
receivership or similar law now or hereafter in effect, (ii) consent to 
the institution of, or fail to contest in a timely and appropriate 
manner, any proceeding or petition described in clause (h) of this 
Article, (iii) apply for or consent to the appointment of a receiver, 
trustee, custodian, sequestrator, conservator or similar official for 
the Company or any Subsidiary or for a substantial part of its assets, 
(iv) file an answer admitting the material allegations of a petition 
filed against it in any such proceeding, (v) make a general assignment 
for the benefit of creditors or (vi) take any action for the purpose of 
effecting any of the foregoing;

   (j)  the Company or any Subsidiary shall become unable, admit in 
writing or fail generally to pay its debts as they become due;

   (k)  (i) one or more judgments for the payment of money in an 
aggregate amount in excess of $10,000,000 shall be rendered against the 
Company, any Subsidiary or any combination thereof and the same shall 
remain undischarged for a period of 30 consecutive days during which 
execution shall not be effectively stayed, or any action shall be 
legally taken by a judgment creditor to attach or levy upon any assets 
of the Company or any Subsidiary to enforce any such judgment or (ii) 
any non-monetary judgment, order or decree is entered against the 
Company or any Subsidiary which does or would reasonably be expected to 
have a Material Adverse Effect, and there shall be any period of 30 
consecutive days during which a stay of enforcement of such judgment or 
order, by reason of a pending appeal or otherwise, shall not be in 
effect;

   (l)  an ERISA Event shall have occurred that, in the opinion of the 
Required Banks, when taken together with all other ERISA Events that 
have occurred, could reasonably be expected to result in a Material 
Adverse Effect; or

   (m)  a Change in Control shall occur;

   (n)  the stated (or implied) ratings by S&P and Moody's, 
respectively, applicable to the Index Debt shall at any time be lower 
than BB/Ba2.


then, and in every such event (other than an event with respect to the 
Company or any Subsidiary described in clause (h) or (i) of this 
Article), and at any time thereafter during the continuance of such 
event, the Agent may with the consent of the Required Banks, or shall at 
the request of the Required Banks, by notice to the Borrowers' Agent, 
take either or both of the following actions, at the same or different 
times: (i) terminate the Commitments, and thereupon the Commitments 
shall terminate immediately, and (ii) declare the Loans then outstanding 
to be due and payable in whole (or in part, in which case any principal 
not so declared to be due and payable may thereafter be declared to be 
due and payable), and thereupon the principal of the Loans so declared 
to be due and payable, together with accrued interest thereon and all 
fees and other obligations of the Borrowers accrued hereunder, shall 
become due and payable immediately, without presentment, demand, protest 
or other notice of any kind, all of which are hereby waived by the 
Borrowers; and in case of any event with respect to the Company or any 
Subsidiary described in clause (h) or (i) of this Article, the 
Commitments shall automatically terminate and the principal of the Loans 
then outstanding, together with accrued interest thereon and all fees 
and other obligations of the Borrowers accrued hereunder, shall 
automatically become due and payable, without presentment, demand, 
protest or other notice of any kind, all of which are hereby waived by 
the Borrowers.




VIII.  THE AGENT

1.  APPOINTMENT AND AUTHORIZATION.  Each of the Banks and the Issuing 
Bank hereby irrevocably appoints, designates and authorizes the Agent to 
take such action on its behalf under the provisions of this Agreement 
and each other Loan Document and to exercise such powers and perform 
such duties as are expressly delegated to it by the terms of this 
Agreement or any other Loan Document, together with such powers as are 
reasonably incidental thereto.  Notwithstanding any provision to the 
contrary contained elsewhere in this Agreement or in any other Loan 
Document, the Agent shall not have any duties or responsibilities, 
except those expressly set forth herein, nor shall the Agent have or be 
deemed to have any fiduciary relationship with any Bank or the Issuing 
Bank, and no implied covenants, functions, responsibilities, duties, 
obligations or liabilities shall be read into this Agreement or any 
other Loan Document or otherwise exist against the Agent.  Without 
limiting the generality of the foregoing sentence, the use of the term 
"agent" in this Agreement with reference to the Agent is not intended to 
connote any fiduciary or other implied (or express) obligations arising 
under agency doctrine of any applicable law.  Instead, such term is used 
merely as a matter of market custom, and is intended to create or 
reflect only an administrative relationship between independent 
contracting parties.

2.  DELEGATION OF DUTIES.  The Agent may execute any of its duties under 
this Agreement or any other Loan Document by or through agents, 
employees or attorneys-in-fact and shall be entitled to advice of 
counsel concerning all matters pertaining to such duties.  The Agent 
shall not be responsible for the negligence or misconduct of any agent 
or attorney-in-fact that it selects with reasonable care.

3.  LIABILITY OF AGENT AND ISSUING BANK.  None of the Agent/IB-Related 
Persons shall (i) be liable for any action taken or omitted to be taken 
by any of them under or in connection with this Agreement or any other 
Loan Document (except for its own gross negligence or willful 
misconduct), or (ii) be responsible in any manner to any of the Banks 
for any recital, statement, representation or warranty made by the 
Company or any Subsidiary or Affiliate of the Company, or any officer 
thereof, contained in this Agreement or in any other Loan Document, or 
in any certificate, report, statement or other document referred to or 
provided for in, or received by the Agent under or in connection with, 
this Agreement or any other Loan Document, or the validity, 
effectiveness, genuineness, enforceability or sufficiency of this 
Agreement or any other Loan Document, or for any failure of the Company 
or any other party to any Loan Document to perform its obligations 
hereunder or thereunder.  No Agent/IB-Related Person shall be under any 
obligation to any Bank to ascertain or to inquire as to the observance 
or performance of any of the agreements contained in, or conditions of, 
this Agreement or any other Loan Document, or to inspect the properties, 
books or records of the Company or any of the Company's Subsidiaries or 
Affiliates.

4.  RELIANCE BY AGENT.  (a)  The Agent shall be entitled to rely, and 
shall be fully protected in relying, upon any writing, resolution, 
notice, consent, certificate, affidavit, letter, telegram, facsimile, 
telex or telephone message, statement or other document or conversation 
believed by it to be genuine and correct and to have been signed, sent 
or made by the proper Person or Persons, and upon advice and statements 
of legal counsel (including counsel to any Borrower), independent 
accountants and other experts selected by the Agent.  The Agent shall be 
fully justified in failing or refusing to take any action under this 
Agreement or any other Loan Document unless it shall first receive such 
advice or concurrence of the Required Banks as it deems appropriate and, 
if it so requests, it shall first be indemnified to its satisfaction by 
the Banks against any and all liability and expense which may be 
incurred by it by reason of taking or continuing to take any such 
action.  The Agent shall in all cases be fully protected in acting, or 
in refraining from acting, under this Agreement or any other Loan 
Document in accordance with a request or consent of the Required Banks 
and such request and any action taken or failure to act pursuant thereto 
shall be binding upon all of the Banks.

   (a)  For purposes of determining compliance with the conditions 
specified in Sections 4.01 and 4.02, each Bank that has executed this 
Agreement shall be deemed to have consented to, approved or accepted or 
to be satisfied with each document or other matter either sent or made 
available by the Agent to such Bank for consent, approval, acceptance or 
satisfaction, or required thereunder to be consented to or approved by 
or acceptable or satisfactory to the Bank, unless an officer of the 
Agent responsible for the transactions contemplated by the Loan 
Documents shall have received notice from the Bank prior to the Closing 
Date specifying its objection thereto and either such objection shall 
not have been withdrawn by notice to the Agent to that effect on or 
prior to the Closing Date or, if any Borrowing or other Credit Extension 
on the Closing Date has been requested, the Bank shall not have made 
available to the Agent on or prior to the Closing Date the Bank's 
ratable portion of any Borrowing or made the applicable Credit 
Extension, as the case may be.

5.  NOTICE OF DEFAULT.  The Agent shall not be deemed to have knowledge 
or notice of the occurrence of any Default or Event of Default, except 
with respect to defaults in the payment of principal, interest and fees 
required to be paid to the Agent for the account of the Banks, unless 
the Agent shall have received written notice from a Bank or the 
Borrowers' Agent referring to this Agreement, describing such Default or 
Event of Default and stating that such notice is a "notice of default." 
 In the event that the Agent receives such a notice, the Agent shall 
give prompt notice thereof to the Banks.  The Agent shall take such 
action with respect to such Default or Event of Default as shall be 
requested by the Required Banks in accordance with Article VII; 
PROVIDED, HOWEVER, that unless and until the Agent shall have received 
any such request, the Agent may (but shall not be obligated to) take 
such action, or refrain from taking such action, with respect to such 
Default or Event of Default as it shall deem advisable or in the best 
interest of the Banks.

6.  CREDIT DECISION.  Each Bank expressly acknowledges that none of the 
Agent/IB-Related Persons has made any representation or warranty to it 
and that no act by the Agent or the Issuing Bank hereinafter taken, 
including any review of the affairs of the Company and its Subsidiaries, 
shall be deemed to constitute any representation or warranty by the 
Agent or the Issuing Bank to any Bank.  Each Bank represents to the 
Agent and the Issuing Bank that such Bank has, independently and without 
reliance upon the Agent or the Issuing Bank and based on such documents 
and information as it has deemed appropriate, made its own appraisal of 
and investigation into the business, prospects, operations, property, 
financial and other condition and creditworthiness of the Company and 
its Subsidiaries, and all applicable bank regulatory laws relating to 
the transactions contemplated thereby, and made its own decision to 
enter into this Agreement and extend credit to the Borrowers hereunder. 
 Each Bank also represents that it will, independently and without 
reliance upon the Agent or the Issuing Bank and based on such documents 
and information as it shall deem appropriate at the time, continue to 
make its own credit analysis, appraisals and decisions in taking or not 
taking action under this Agreement and the other Loan Documents, and to 
make such investigations as it deems necessary to inform itself as to 
the business, prospects, operations, property, financial and other 
condition and creditworthiness of the Borrowers.  Except for notices, 
reports and other documents expressly herein required to be furnished to 
the Banks by the Agent or the Issuing Bank (if any), the Agent and the 
Issuing Bank shall not have any duty or responsibility to provide any 
Bank with any credit or other information concerning the business, 
prospects, operations, property, financial and other condition or 
creditworthiness of the Borrowers which may come into the possession of 
any of the Agent/IB-Related Persons.

7.  INDEMNIFICATION.  Whether or not the transactions contemplated 
hereby shall be consummated, the Banks shall indemnify upon demand the 
Agent/IB-Related Persons (to the extent not reimbursed by or on behalf 
of the Borrowers and without limiting the obligation of the Borrowers to 
do so), ratably from and against any and all liabilities, obligations, 
losses, damages, penalties, actions, judgments, suits, costs, charges, 
expenses and disbursements (including Attorney Costs) of any kind or 
nature whatsoever (including as a result of foreign currency 
fluctuations) which may at any time (including at any time following the 
termination of the Letters of Credit, the repayment of the Loans and the 
termination or resignation of the related Agent) be imposed on, incurred 
by or asserted against any such Person in any way relating to or arising 
out of this Agreement or any other Loan Document, the transactions 
contemplated hereby or thereby, or the Loans or the use of the proceeds 
thereof or the Letters of Credit, or any action taken or omitted by any 
such Person under or in connection with any of the foregoing; PROVIDED, 
HOWEVER, that no Bank shall be liable for the payment to the 
Agent/IB-Related Persons of any portion of such liabilities, 
obligations, losses, damages, penalties, actions, judgments, suits, 
costs, charges, expenses or disbursements resulting solely from such 
Person's gross negligence or willful misconduct.  Without limitation of 
the foregoing, each Bank shall reimburse the Agent and the Issuing Bank 
upon demand for its ratable share of any costs or out-of-pocket expenses 
(including Attorney Costs) incurred by the Agent or the Issuing Bank in 
connection with the preparation, execution, delivery, administration, 
modification, amendment or enforcement (whether through negotiations, 
legal proceedings or otherwise) of, or legal advice in respect of rights 
or responsibilities under, this Agreement, any other Loan Document, or 
any document contemplated by or referred to herein to the extent that 
the Agent or the Issuing Bank is not reimbursed for such expenses by or 
on behalf of the Borrowers.  Without limiting the generality of the 
foregoing, if the Internal Revenue Service or any other Governmental 
Authority of the United States or other jurisdiction asserts a claim 
that the Agent did not properly withhold tax from amounts paid to or for 
the account of any Bank (because the appropriate form was not delivered, 
was not properly executed, or because such Bank failed to notify the 
Agent of a change in circumstances which rendered the exemption from, or 
reduction of, withholding tax ineffective, or for any other reason) such 
Bank shall indemnify the Agent fully for all amounts paid, directly or 
indirectly, by the Agent as tax or otherwise, including penalties and 
interest, and including any taxes imposed by any jurisdiction on the 
amounts payable to the Agent under this Section, together with all costs 
and expenses and attorneys' fees (including Attorney Costs).  The 
obligations of the Banks in this Section shall survive the payment of 
all Obligations hereunder and the resignation or replacement of the 
Agent.

8.  AGENT IN INDIVIDUAL CAPACITY.  BofA and its Affiliates may make 
loans to, issue letters of credit for the account of, accept deposits 
from, acquire equity interests in and generally engage in any kind of 
banking, trust, financial advisory or other business with any Borrower 
and its Subsidiaries and Affiliates as though BofA were not the Agent or 
the Issuing Bank hereunder or without notice to or consent of the Banks. 
 With respect to its Loans and participation in Letters of Credit, BofA 
shall have the same rights and powers under this Agreement as any other 
Bank and may exercise the same as though it were not the Agent or the 
Issuing Bank, and the terms "Bank" and "Banks" shall include BofA in its 
individual capacity.  The Banks acknowledge that, pursuant to any 
activities that BofA may pursue in its individual capacity as 
contemplated under this Section 8.08, BofA or its Affiliates may receive 
information regarding the Company, its Subsidiaries or its Affiliates 
(including information that may be subject to confidentiality 
obligations in favor of the Company or such Subsidiaries and Affiliates) 
and acknowledge that BofA shall be under no obligation to provide such 
information to the Banks.

9.  SUCCESSOR AGENT.  The Agent may, and at the request of the Required 
Banks shall, resign as Agent upon 30 days' notice to the Banks.  If the 
Agent shall resign as Agent under this Agreement, the Required Banks 
shall, with the consent of the Borrowers' Agent (not to be unreasonably 
withheld), appoint from among the Banks a successor agent for the Banks. 
 If no successor agent is appointed prior to the effective date of the 
resignation of the Agent, the Agent may appoint, after consulting with 
the Banks and the Borrowers' Agent, a successor agent from among the 
Banks.  Upon the acceptance of its appointment as successor agent 
hereunder, such successor agent shall succeed to all the appointment, 
powers and duties of the retiring Agent and the term "Agent" shall mean 
such successor agent and the retiring Agent's rights, powers and duties 
as Agent shall be terminated. After any retiring Agent's resignation 
hereunder as Agent, the provisions of this Article VIII and Section 9.03 
shall inure to its benefit as to any actions taken or omitted to be 
taken by it while it was Agent under this Agreement.  If no successor 
agent has accepted appointment as Agent by the date which is 30 days 
following a retiring Agent's notice of resignation, the retiring Agent's 
resignation shall nevertheless thereupon become effective and the Banks 
shall perform all of the duties of the Agent hereunder until such time, 
if any, as the Required Banks appoint a successor agent as provided for 
above.




IX.  MISCELLANEOUS

1.  NOTICES.  Subject to the last three sentences of this Section 9.01, 
all notices and other communications provided for herein shall be in 
writing and shall be delivered by hand or overnight courier service, 
mailed by certified or registered mail or sent by facsimile, PROVIDED 
that any matter transmitted by the Borrowers' Agent or any Borrower by 
facsimile (i) shall be immediately confirmed by a telephone call to the 
recipient and (ii) shall be followed promptly by delivery of a hard copy 
original thereof, as follows:

   (a)  if to the Company (including in its capacity as Borrowers' 
Agent), to it at 847 Gibraltar Drive, Building 5, Milpitas, CA 95035; 
attention: Treasurer (Telephone: 408/956-6577; Facsimile: 408/956-6062);

   (b)  if to the Agent, to it at Agency Administrative Services #5596, 
1455 Market Street, 13th Floor, San Francisco, CA 94103; attention: 
Blanca Vinje (Telephone: (415) 436-2783; Facsimile: (415) 436-2700); and

   (c)  if to the Issuing Bank or any other Bank, to it at its address 
(or facsimile number) set forth in its SCHEDULE 9.01.

Any party hereto may change its address or facsimile number, address of 
offshore lending office or payment instructions for notices and other 
communications hereunder by notice to the parties listed above.  All 
notices and other communications given to any party here to in 
accordance with the provisions of this Agreement shall be deemed to have 
been given on the date of receipt.  Any agreement of the Agent and the 
Banks herein to receive certain notices by telephone or facsimile is 
solely for the convenience and at the request of the Borrower's Agent 
and the Borrowers.  The Agent and the Banks shall be entitled to rely on 
the authority of any Person purporting to be a Person authorized by the 
Borrowers' Agent or the Borrowers to give such notice and the Agent and 
the Banks shall not have any liability to any Borrower or other Person 
on account of any action taken or not taken by the Agent or the Banks in 
reliance upon such telephonic or facsimile notice.  The obligation of 
each Borrower to repay their Loans and L/C Obligations shall not be 
affected in any way or to any extent by any failure by the Agent and the 
Banks to receive written confirmation of any telephonic or facsimile 
notice or the receipt by the Agent and the Banks of a confirmation which 
is at variance with the terms understood by the Agent and the Banks to 
be contained in the telephonic or facsimile notice.

2.  WAIVERS; AMENDMENTS. (a) No failure or delay by the Agent, the 
Issuing Bank or any Bank in exercising any right or power hereunder 
shall operate as a waiver thereof, nor shall any single or partial 
exercise of any such right or power, or any abandonment or 
discontinuance of steps to enforce such a right or power, preclude any 
other or further exercise thereof or the exercise of any other right or 
power.  The rights and remedies of the Agent, the Issuing Bank and the 
Banks hereunder are cumulative and are not exclusive of any rights or 
remedies that they would otherwise have.  No waiver of any provision of 
this Agreement or consent to any departure by any Borrower (or the 
Borrowers' Agent) therefrom shall in any event be effective unless the 
same shall be permitted by paragraph (b) of this Section, and then such 
waiver or consent shall be effective only in the specific instance and 
for the purpose for which given. Without limiting the generality of the 
foregoing, the making of a Loan or issuance of a Letter of Credit shall 
not be construed as a waiver of any Default, regardless of whether the 
Agent, any Bank or the Issuing Bank may have had notice or knowledge of 
such Default at the time.

   (a)  Neither this Agreement nor any provision hereof may be waived, 
amended or modified. except pursuant to an agreement or agreements in 
writing entered into by the Borrowers and the Required Banks or by the 
Borrowers and the Agent with the consent of the Required Banks; PROVIDED 
that no such agreement shall (i) increase the Commitment of any Bank 
without the written consent of such Bank, (ii) reduce the principal 
amount of any Loan or L/C Obligations or reduce the rate of interest 
thereon, or reduce any fees payable hereunder, without the written 
consent of each Bank affected thereby, (iii) postpone the scheduled date 
of payment of the principal amount of any Loan or L/C obligations, or 
any interest thereon, or any fees payable hereunder, or reduce the 
amount of, waive or excuse any such payment, or postpone the scheduled 
date of expiration of any Commitment, without the written consent of 
each Bank affected thereby, (iv) change Section 2.14 or Section 2.25 in 
a manner that would alter the pro rata sharing of payments required 
thereby, without the written consent of each Bank, or (v) change any of 
the provisions of this Section or the definition of "Required Banks" or 
any other provision hereof specifying the number or percentage of Banks 
required to waive, amend or modify any rights hereunder or make any 
determination or grant any consent hereunder, without the written 
consent of each Bank; PROVIDED FURTHER that no such agreement shall 
amend, modify or otherwise affect the rights or duties of the Agent or 
the Issuing Bank hereunder without the prior written consent of the 
Agent or the Issuing Bank, as the case may be.

3.  EXPENSES; INDEMNITY; DAMAGE WAIVER.  (a) The Borrowers shall pay (i) 
all reasonable out-of-pocket expenses incurred by the Agent and its 
Affiliates, including the reasonable fees, charges and disbursements of 
counsel (including the allocated costs and expenses of in-house 
counsel), in connection with the syndication of the credit facilities 
provided for herein, the preparation and administration of this 
Agreement or any amendments, modifications or waivers of the provisions 
hereof (whether or not the transactions contemplated hereby or thereby 
shall be consummated), (ii) all reasonable out-of-pocket expenses 
incurred by the Issuing Bank in connection with the issuance, amendment, 
renewal or extension of any Letter of Credit or any demand for payment 
thereunder and (iii) all out-of-pocket expenses incurred by the Agent, 
the Issuing Bank or any Bank, including the fees, charges and 
disbursements of any counsel (including, in the case of the Agent, 
allocated costs and expenses of in-house counsel) for the Agent, the 
Issuing Bank or any Bank, in connection with the enforcement or 
protection of its rights in connection with this Agreement, including 
its rights under this Section, or in connection with the Loans made or 
Letters of Credit issued hereunder, including all such out-of-pocket 
expenses incurred during any workout, restructuring or negotiations in 
respect of such Loans or Letters of Credit.

   (a)  The Borrowers shall indemnify the Agent, the Issuing Bank and 
each Bank, and each Related Party of any of the foregoing Persons (each 
such Person being called an "INDEMNITEE") against, and hold each 
Indemnitee harmless from, any and all losses, claims, damages, 
liabilities and related expenses, including the fees, charges and 
disbursements of any counsel for any Indemnitee (including, in the case 
of the Agent, allocated costs and expenses of in-house counsel), 
incurred by or asserted against any Indemnitee arising out of, in 
connection with, or as a result of (i) the execution or delivery of this 
Agreement or any agreement or instrument contemplated hereby, the 
performance by the parties hereto of their respective obligations 
hereunder or the consummation of the Transactions or any other 
transactions contemplated hereby, (ii) any Loan or Letter of Credit or 
the use of the proceeds therefrom (including any refusal by the Issuing 
Bank to honor a demand for payment under a Letter of Credit if the 
documents presented in connection with such demand do not strictly 
comply with the terms of such Letter of Credit), (iii) any actual or 
alleged presence or release of Hazardous Materials on or from any 
property owned or operated by the Company or any of its Subsidiaries, or 
any Environmental Liability related in any way to the Company Borrower 
or any of its Subsidiaries, (iv) any actual or prospective claim, 
litigation, investigation or proceeding relating to any of the 
foregoing, whether based on contract, tort or any other theory and 
regardless of whether any Indemnitee is a party thereto, or (v) foreign 
currency fluctuations; PROVIDED that such indemnity shall not, as to any 
Indemnitee, be available to the extent that such losses, claims, 
damages. liabilities or related expenses resulted from the gross 
negligence or wilful misconduct of such Indemnitee.

   (b)  To the extent any Borrowers fail to pay any amount required to 
be paid by it to the Agent or the Issuing Bank under paragraph (a) or 
(b) of this Section, each Bank severally agrees to pay to the Agent or 
the Issuing Bank, as the case may be, such Bank's Applicable Percentage 
(determined as of the time that the applicable unreimbursed expense or 
indemnity payment is sought) of such unpaid amount; PROVIDED that the 
unreimbursed expense or indemnified loss, claim, damage, liability or 
related expense, as the case may be, was incurred by or assessed against 
the Agent or the Issuing Bank in its capacity as such.

   (c)  To the extent permitted by applicable law, Borrowers shall not 
assert, and hereby waives, any claim against any Indemnitee, on any 
theory of liability, for special, indirect, consequential or punitive 
damages (as opposed to direct or actual damages) arising out of, in 
connection with, or as a result of, this Agreement or any agreement or 
instrument contemplated hereby, the Transactions, any Loan or Letter of 
Credit or the use of the proceeds thereof.

   (d)  All amounts due under this Section shall be payable promptly 
after written demand therefor.

4.  SUCCESSORS AND ASSIGNS. (a) The provisions of this Agreement shall 
be binding upon and inure to the benefit of the parties hereto and their 
respective successors and assigns permitted hereby (including any 
Affiliate of the Issuing Bank), except that each Borrower may not assign 
or otherwise transfer any of its rights or obligations hereunder without 
the prior written consent of each Bank (and any attempted assignment or 
transfer by any Borrower without such consent shall be null and void).  
Nothing in this Agreement, expressed or implied, shall be construed to 
confer upon any Person (other than the parties hereto, their respective 
successors and assigns permitted hereby (including any Affiliate of the 
Issuing Bank) and, to the extent expressly contemplated hereby, the 
Related Parties of each of the Agent, the Issuing Bank and the Banks) 
any legal or equitable right, remedy or claim under or by reason of this 
Agreement.

   (a)  Any Bank may assign to one or more Eligible Assignees all or a 
portion of its rights and obligations under this Agreement (including 
all or a portion of its Commitment and the Loans at the time owing to 
it); PROVIDED that (i) except in the case of an assignment to a Bank or 
an Affiliate of a Bank, the Borrowers' Agent and the Agent (and, in the 
case of an assignment of all or a portion of a Commitment or any Bank's 
obligations in respect of its L/C Obligations, the Issuing Bank) must 
give their prior written consent to such assignment (which consent shall 
not be unreasonably withheld), (ii) except in the case of an assignment 
to a Bank or an Affiliate of a Bank or an assignment of the entire 
remaining amount of the assigning Bank's Commitment, the amount of the 
Commitment of the assigning Bank subject to each such assignment 
(determined as of the date the Assignment and Acceptance with respect to 
such assignment is delivered to the Agent) shall not be less than 
$10,000,000 unless the Borrowers' Agent and the Agent otherwise consent, 
(iii) each partial assignment shall be made as an assignment of a 
proportionate part of all the assigning Bank's rights and obligations 
under this Agreement, and (iv) the parties to each assignment shall 
execute and deliver to the Agent an Assignment and Acceptance, together 
with a processing and recordation fee of $3,500; and PROVIDED FURTHER 
that any consent of the Borrowers' Agent otherwise required under this 
paragraph shall not be required if an Event of Default under clause (h) 
or (i) of Article VII has occurred and is continuing.  Subject to 
acceptance and recording thereof pursuant to paragraph (d) of this 
Section, from and after the effective date specified in each Assignment 
and Acceptance the assignee thereunder shall be a party hereto and, to 
the extent of the interest assigned by such Assignment and Acceptance, 
have the rights and obligations of a Bank under this Agreement, and the 
assigning Bank thereunder shall, to the extent of the interest assigned 
by such Assignment and Acceptance, be released from its obligations 
under this Agreement (and, in the case of an Assignment and Acceptance 
covering all of the assigning Bank's rights and obligations under this 
Agreement, such Bank shall cease to be a party hereto but shall continue 
to be entitled to the benefits of Section 9.03), any assignment or 
transfer by a Bank of rights or obligations under this Agreement that 
does not comply with this paragraph shall be treated for purposes of 
this Agreement as a sale by such Bank of a participation in such rights 
and obligations in accordance with paragraph (e) of this Section.

   (b)  The Agent, acting for this purpose as an agent of the Borrowers, 
shall maintain at one of its offices in San Francisco a copy of each 
Assignment and Acceptance delivered to it and a register for the 
recordation of the names and addresses of the Banks, and the Commitment 
of, and principal amount of the Loans and L/C Obligations owing to, each 
Bank pursuant to the terms hereof from time to time (the "REGISTER").  
The entries in the Register shall be conclusive, and the Borrowers, the 
Agent, the Issuing Bank and the Banks may treat each Person whose name 
is recorded in the Register pursuant to the terms hereof as a Bank 
hereunder for all purposes of this Agreement, notwithstanding notice to 
the contrary.  The Register shall be available for inspection by the 
Borrowers, the Issuing Bank and any Bank, at any reasonable time and 
from time to time upon reasonable prior notice.

   (c)  Upon its receipt of a duly completed Assignment and Acceptance 
executed by an assigning Bank and an assignee, the processing and 
recordation fee referred to in paragraph (b) of this Section and any 
written consent to such assignment required by paragraph (b) of this 
Section, the Agent shall accept such Assignment and Acceptance and 
record the information contained therein in the Register.

   (d)  Any Bank may, without the consent of the Borrowers, the Agent or 
the Issuing Bank, sell participations to one or more banks or other 
entities (a "PARTICIPANT") in all or a portion of such Bank's rights and 
obligations under this Agreement (including all or a portion of its 
Commitment and the Loans owing to it); PROVIDED that (i) such Bank's 
obligations under this Agreement shall remain unchanged, (ii) such Bank 
shall remain solely responsible to the other parties hereto for the 
performance of such obligations and (iii) the Borrowers, the Agent, the 
Issuing Bank and the other Banks shall continue to deal solely and 
directly with such Bank in connection with such Bank's rights and 
obligations under this Agreement.  Any agreement or instrument pursuant 
to which a Bank sells such a participation shall provide that such Bank 
shall retain the sole right to enforce this Agreement and to approve any 
amendment, modification or waiver of any provision of this Agreement; 
PROVIDED that such agreement or instrument may provide that such Bank 
shall not, without the consent of the Participant, agree to any 
amendment, modification or waiver described in the first provision to 
Section 9.02(b) that affects such Participant.  Subject to paragraph (o) 
of this Section, each Borrower agrees that each Participant shall be 
entitled to the benefits of Sections 2.26 through 2.32 to the same 
extent as if it were a Bank and had acquired its interest by assignment 
pursuant to paragraph (b) of this Section.  To the extent permitted by 
law, each Participant, if notice of such Participant is given to the 
Borrower's Agent, also shall be entitled to the benefits of Section 9.09 
as though it were a Bank.

   (e)  A Participant shall not be entitled to receive any greater 
payment under Sections 2.26 through 2.32 than the applicable Bank would 
have been entitled to receive with respect to the participation sold to 
such Participant, unless the sale of the participation to such 
Participant is made with the prior written consent of each Borrower.

   (f)  Any Bank may at any time pledge or assign a security interest in 
all or any portion of its rights under this Agreement to secure 
obligations of such Bank, including any pledge or assignment to secured 
obligations to a Federal Reserve Bank, and this Section shall not apply 
to any such pledge or assignment of a security interest; PROVIDED that 
no such pledge or assignment of a security interest shall release a Bank 
from any of its obligations hereunder or substitute any such pledgee or 
assignee for such Bank as a party hereto.

5.  SURVIVAL. All covenants, agreements, representations and warranties 
made by the Company and the other Borrowers herein and in the 
certificates or other instruments delivered in connection with or 
pursuant to this Agreement shall be considered to have been relied upon 
by the other parties hereto and shall survive the execution and delivery 
of this Agreement and the making of any Loans and issuance of any 
Letters of Credit, regardless of any investigation made by any such 
other party or on its behalf, and notwithstanding that the Agent, the 
Issuing Bank or any Bank may have had notice or knowledge of any Default 
or incorrect representation or warranty at the time any credit is 
extended hereunder, and shall continue in full force and effect as long 
as the principal of or any accrued interest on any Loan or any fee or 
any other amount payable under this Agreement is outstanding and unpaid 
or any Letter of Credit is outstanding and so long as the Commitments 
have not expired or terminated. The provisions of Sections 2.26 through 
2.32 and 9.03 and Article VIII shall survive and remain in full force 
and effect regardless of the consummation of the transactions 
contemplated hereby, the repayment of the Loans, the expiration or 
termination of the Letters of Credit and the Commitments or the 
termination of this Agreement or any provision hereof.

6.  COUNTERPARTS; INTEGRATION; EFFECTIVENESS.  This Agreement may be 
executed in counterparts (and by different parties hereto on different 
counterparts), each of which shall constitute an original, but all of 
which when taken together shall constitute a single contract. This 
Agreement and any separate letter agreements with respect to fees 
payable to the Agent constitute the entire contract among the parties 
relating to the subject matter hereof and supersede any and all previous 
agreements and understandings, oral or written, relating to the subject 
matter hereof.  Except as provided in Section 4.01, this Agreement shall 
become effective when it shall have been executed by the Agent and when 
the Agent shall have received counterparts hereof which, when taken 
together, bear the signatures of each of the other parties hereto, and 
thereafter shall be binding upon and inure to the benefit of the parties 
hereto and their respective successors and assigns.  Delivery of an 
executed counterpart of a signature page of this Agreement by telecopy 
shall be effective as delivery of a manually executed counterpart of 
this Agreement.

7.  SEVERABILITY.  Any provision of this Agreement held to be invalid, 
illegal or unenforceable in any jurisdiction shall, as to such 
jurisdiction, be ineffective to the extent of such invalidity, 
illegality or unenforceability without affecting the validity, legality 
and enforceability of the remaining provisions hereof; and the 
invalidity of a particular provision in a particular jurisdiction shall 
not invalidate such provision in any other jurisdiction.

8.  AUTOMATIC DEBITS OF FEES.  With respect to any commitment fee, 
facility fee, letter of credit fee or other fee, or any other cost or 
expense (including Attorney Costs) due and payable to the Agent, the 
Issuing Bank or BofA under the Loan Documents, each Borrower hereby 
irrevocably authorizes BofA to debit any deposit account of such 
Borrower with BofA in an amount such that the aggregate amount debited 
from all such deposit accounts does not exceed such fee or other cost or 
expense.  If there are insufficient funds in such deposit accounts to 
cover the amount of the fee or other cost or expense then due, such 
debits will be reversed (in whole or in part, in BofA's sole discretion) 
and such amount not debited shall be deemed to be unpaid.  No such debit 
under this Section 9.08 shall be deemed unpaid.  No such debit under 
this Section 9.08 shall be deemed a set-off.  The authority granted to 
the Agent, the Issuing Bank and BofA pursuant to this Section 9.08 may 
be revoked at any time by the Borrowers' Agent upon not less than five 
Business Days' prior notice to the Agent, PROVIDED that no such 
revocation may be made if a Default has occurred and is continuing 
hereunder.  The Agent shall promptly notify the Issuing Bank and BofA of 
any such revocation.

9.  RIGHT OF SETOFF.  If an Event of Default shall have occurred and be 
continuing, each Bank and each of its Affiliates is hereby authorized at 
any time and from time to time, to the fullest extent permitted by law, 
to set off and apply any and all deposits (general or special, time or 
demand, provisional or final) at any time held and other obligations at 
any time owing by such Bank or Affiliate to or for the credit or the 
account of any Borrower against any of and all the obligations of such 
Borrower now or hereafter existing under this Agreement held by such 
Bank, irrespective of whether or not such Bank shall have made any 
demand under this Agreement and although such obligations may be 
unmatured. The rights of each Bank under this Section are in addition to 
other rights and remedies (including other rights of setoff) which such 
Bank may have.

10.  GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS.  This 
Agreement shall be construed in accordance with and governed by the law 
of the State of California.

   (a)  Each Borrower 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 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 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 or in any other manner provided by 
law. Nothing in this Agreement shall affect any right that the Agent, 
the Issuing Bank or any Bank may otherwise have to bring any action or 
proceeding relating to this Agreement against each Borrower or its 
properties in the courts of any jurisdiction.

   (b)  Each Borrower 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 in any 
court referred to in paragraph (b) of this Section. 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.

   (c)  Each party to this Agreement irrevocably consents to service of 
process in the manner provided for notices in Section 9.01.  Nothing in 
this Agreement will affect the right of any party to this Agreement to 
serve process in any other manner permitted by law.

   (d)  WAIVER OF JURY TRIAL.  THE BORROWERS, THE BANKS AND THE AGENT 
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, THE OTHER LOAN DOCUMENTS, 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 ANY 
AGENT/IB-RELATED PERSON, PARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT 
TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE.  THE BORROWERS, THE BANKS 
AND THE AGENT EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE 
TRIED BY A COURT TRIAL WITHOUT A JURY.  WITHOUT LIMITING THE FOREGOING, 
THE PARTIES FURTHER AGREE THAT THEIR 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 THE OTHER LOAN DOCUMENTS 
OR ANY PROVISION HEREOF OR THEREOF.  THIS WAIVER SHALL APPLY TO ANY 
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS 
AGREEMENT AND THE OTHER LOAN DOCUMENTS.

12.  HEADINGS. Article and Section headings and the Table of Contents 
used herein are for convenience of reference only, are not part of this 
Agreement and shall not affect the construction of, or be taken into 
consideration in interpreting, this Agreement.

13.  CONFIDENTIALITY. Each of the Agent, the Issuing Bank and the Banks 
agrees to maintain the confidentiality of the Information (as defined 
below), except that Information may be disclosed (a) to its and its 
Affiliates' directors, officers, employees and agents, including 
accountants, legal counsel and other advisors (it being understood that 
the Persons to whom such disclosure is made will be informed of the 
confidential nature of such Information and instructed to keep such 
Information confidential), (b) to the extent requested by any regulatory 
authority, (c) to the extent required by applicable laws or regulations 
or by any subpoena or similar legal process (in which event, the party 
receiving such subpoena or legal process will, if permitted, as promptly 
as practicable give notice thereof to the Borrower's Agent and use 
reasonable efforts, at the expense of the Borrowers, to cooperate with 
the Borrower's Agent in seeking a protective order), (d) to any other 
Party to this Agreement, (e) in connection with the exercise of any 
remedies hereunder or any suit, action or proceeding relating to this 
Agreement or the enforcement of rights hereunder, (f) subject to an 
agreement containing provisions substantially the same as those of this 
Section and naming any Borrower as a third party beneficiary (in the 
absence of a provision naming such Borrower as a third party 
beneficiary, the applicable Bank hereby agrees to use its reasonable 
efforts, at the expense of the Borrowers, upon the request of any 
Borrower to enforce such agreement), to any assignee of or Participant 
in, or any prospective assignee of or Participant in, any of its rights 
or obligations under this Agreement, (g) with the consent of the 
Borrower's Agent or (h) to the extent such Information (i) becomes 
publicly available other than as a result of a breach of this Section or 
(ii) becomes available to the Agent, the Document Agent, any Issuing 
Bank or any Bank on a nonconfidential basis from a source other than any 
 Borrower not known by it to be bound by obligations of confidentiality. 
For the purposes of this Section, "INFORMATION" means all information 
received from any Borrower relating to any Borrower or its business, 
other than any such information that is available to the Agent, the 
Issuing Bank or any Bank on a nonconfidential basis prior to disclosure 
by such Borrower; Provided that, in the case of information received 
from any Borrower after the date hereof, such information is clearly 
identified at the time of delivery as confidential, any Person required 
to maintain the confidentiality of Information as provided in this 
Section shall be considered to have complied with its obligation to do 
so if such Person has exercised the same degree of care to maintain the 
confidentiality of such Information as such Person would accord to its 
own confidential information.

14.  INTEREST RATE LIMITATION. Notwithstanding anything herein to the 
contrary, if at any time the interest rate applicable to any Loan, 
together with all fees, charges and other amounts which are treated as 
interest on such Loan under applicable law (collectively the "CHARGES"), 
shall exceed the maximum lawful rate (the "MAXIMUM RATE") which may be 
contracted for, charged, taken, received or reserved by the Bank holding 
such Loan in accordance with applicable law, the rate of interest 
payable in respect of such Loan hereunder, together with all Charges 
payable in respect thereof, shall be limited to the Maximum Rate and, to 
the extent lawful, the interest and Charges that would have been payable 
in respect of such Loan but were not payable as a result of the 
operation of this Section shall be cumulated and the interest and 
Charges payable to such Bank in respect of other Loans or periods shall 
be increased (but not above the Maximum Rate therefor) until such 
cumulated amount, together with interest thereon at the Federal Funds 
Effective Rate to the date of repayment, shall have been received by 
such Bank.

15.  JUDGMENT CURRENCY. (a) If, for the purpose of obtaining judgment in 
any court, it is necessary to convert a sum owing hereunder in one 
currency into another currency, each party hereto agrees, to the fullest 
extent that it may effectively do so, that the rate of exchange used 
shall be that at which in accordance with normal banking procedures in 
the relevant jurisdiction the first currency could be purchased with 
such other currency on the Business Day immediately preceding the day on 
which final judgment is given.

   (a)  The obligations of any Borrower in respect of any sum due to any 
party hereto or any holder of the obligations owing hereunder (the 
"APPLICABLE CREDITOR") shall, notwithstanding any judgment in a currency 
(the "JUDGMENT CURRENCY") other than the currency in which such sum is 
stated to be due hereunder (the "AGREEMENT CURRENCY"), be discharged 
only to the extent that, on the Business Day following receipt by the 
Applicable Creditor of any sum adjudged to be so due in the Judgment 
Currency, the Applicable Creditor may in accordance with normal banking 
procedures in the relevant jurisdiction purchase the Agreement Currency 
with the Judgment Currency; if the amount of the Agreement Currency so 
purchased is less than the sum originally due to the Applicable Creditor 
in the Agreement Currency, the Borrower agrees, as a separate obligation 
and notwithstanding any such judgment, to indemnify the Applicable 
Creditor against such loss. The obligations of each Borrower contained 
in this Section 9.15 shall survive the termination of this Agreement and 
the payment of all other amounts owing hereunder.

16.  NO THIRD PARTIES BENEFITED.  This Agreement is made and entered 
into for the sole protection and legal benefit of the Borrowers, the 
Banks, the Agent and the Agent/IB-Related Persons, and their permitted 
successors and assigns, and no other Person shall be a direct or 
indirect legal beneficiary of, or have any direct or indirect cause of 
action or claim in connection with, this Agreement or any of the other 
Loan Documents.

17.  ENTIRE AGREEMENT.  This Agreement, together with the other Loan 
Documents, embodies the entire agreement and understanding among the 
Borrowers, the Banks and the Agent, and supersedes all prior or 
contemporaneous agreements and understandings of such Persons, verbal or 
written, relating to the subject matter hereof and thereof.
1. 

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

SOLECTRON CORPORATION

By:  /s/ Richard D. Gilpin
Title:


BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as a Bank, Agent 
and Issuing Bank

By:  /s/ [signature illegible]
Title:   Managing Director


ABN AMRO BANK, N.V.

By:  /s/ Robin S. Yim
Title:   Group Vice President

By:  /s/ Robert N. Hartinger
Title:   Senior Vice President


UNION BANK OF CALIFORNIA, N.A.

By:  /s/ [signature illegible]
Title:   Assistant Vice President


BANQUE NATIONALE DE PARIS, SAN FRANCISCO BRANCH

By:  /s/ Raphael C. Lumanlan
Title:   Vice President

By:  /s/ Charles H. Day
Title:   Assistant Vice President


THE INDUSTRIAL BANK OF JAPAN, LIMITED

By:  /s/ Haruhiko Masuda
Title:   Deputy General Manager


THE SANWA BANK LIMITED, SAN FRANCISCO BRANCH

By:  /s/ [signature illegible]
Title:   General Manager

STANDARD CHARTERED BANK

By:  /s/ [signature illegible]
Title:

By:  /s/ [signature illegible]
Title:   V.P.


THE FUJI BANK, LIMITED, SAN FRANCISCO AGENCY

By:  /s/ [signature illegible]
Title:   General Manager
<PAGE>
<TABLE>
                                   ANNEX I

                                Pricing Grid
<CAPTION>
                                       Basis Points Per Annum
                --------------------------------------------------------------------
<S>             <C>          <C>        <C>        <C>        <C>        <C>          
                    Euro-                                     Financial  Performance 
                  currency    CD Rate                          Standby     Standby			
   Index Debt       Loan        Loan     ABR Loan             Letter of   Letter of
     Rating      Applicable  Applicable Applicable Commitment  Credit      Credit
 (S&P/Moody's)     Margin      Margin     Margin      Fees      Fees        Fees		
---------------  ----------  ---------- ---------- ---------- ---------  ----------- 
  
Level BBB+/Baa1
  I  (or better)    27.50    	  27.50       0.00       9.00     27.50       13.75

Level
 II   BBB/Baa2   	  35.00       35.00       0.00      12.50     35.00       17.50

Level
 III  BBB-/Baa3	    43.75       43.75       0.00      15.00     43.75       21.875

Level
 IV   BB+/Ba1	      62.50       62.50       0.00      20.00     62.50       32.25

Level BB/Ba2 
  V  (or lower,     75.00       75.00       0.00      25.00     75.00       37.50
      or no 
      applicable 
            rating)	
</TABLE>
The Applicable Margin, commitment fee and letter of credit fees shall be 
determined by reference to the stated (or implied) ratings by S&P and 
Moody's, respectively, applicable to the Index Debt.  On any date of 
determination, the Applicable Margin, commitment fee and letter of 
credit fees shall be set at the Level in the above Pricing Grid which 
corresponds to the ratings by S&P and Moody's, respectively, applicable 
on such day to the Index Debt; PROVIDED that (a) if either Moody's or 
S&P shall not have in effect a rating for the Index Debt, then the 
Applicable Margin, commitment fee and letter of credit fees shall be 
determined solely with reference to the available rating by the rating 
agency that still rates the Index Debt; (b) if the ratings established 
or deemed to have been established by Moody's and S&P for the Index Debt 
shall indicate two different but consecutive Levels, the Applicable 
Margin, commitment fee and letter of credit fees shall be based on the 
higher of the two ratings; (c) if the ratings established or deemed to 
have been established by Moody's and S&P for the Index Debt shall 
indicate two different but nonconsecutive Levels, the Applicable Margin, 
commitment fee and letter of credit fees shall be the average of the 
Applicable Margins, commitment fees and letter of credit fees, 
respectively, corresponding to such Levels; and (d) if the rating 
established or deemed to have been established by Moody's or S&P for the 
Index Debt shall be changed (other than as a result of a change in the 
rating system of Moody's or S&P), such change shall be effective as of 
the date on which it is first announced by the applicable rating agency. 
 If the rating system of Moody's or S&P shall change, or if both such 
rating agencies shall cease to be in the business of rating corporate 
debt obligations, the Borrower's Agent and the Banks shall negotiate in 
good faith to amend this definition to reflect such changed rating 
system or the unavailability of ratings from such rating agencies and, 
pending the effectiveness of any such amendment, the Applicable Margin, 
commitment fee and letter of credit fees shall be set at Level V.

On the Closing Date, the Applicable Margin, commitment fee and letter of 
credit fees shall be initially set at Level III.  Each change in the 
Applicable Margin, commitment fee and letter of credit fees shall apply 
during the period commencing on the effective date of such change and 
ending on the date immediately preceding the effective date of the next 
such change.

<PAGE>
                              SCHEDULE 2.01

                         to the Credit Agreement


                               COMMITMENTS 
                        AND APPLICABLE PERCENTAGES

                                                              APPLICABLE
BANK                                             COMMITMENT   PERCENTAGE

Bank of America NT & SA                        $ 14,719,100   14.719000%
ABN AMRO Bank N.V.                             $ 13,483,146   13.483146%
Union Bank of California, N.A.                 $ 13,483,146   13.483146%
Banque Nationale de Paris                      $ 12,078,652   12.078652%
The Industrial Bank of Japan, Limited          $ 12,078,652   12.078652%
The Sanwa Bank Limited, San Francisco Branch   $ 12,078,652   12.078652%
Standard Chartered Bank                        $ 12,078,652   12.078652%
The Fuji Bank Limited, San Francisco Agency    $ 10,000,000   10.000000%
                                               ------------  ----------- 
    Total:                                     $100,000,000  100.000000%

<PAGE>
DISCLOSURE SCHEDULE

SCHEDULE 3.04: SUBSIDIARIES 

Solectron California Corporation
Solectron Technology, Inc.
Solectron Texas, Inc.
Solectron Holdings, Inc.
Solectron Massachusetts Corporation
Solectron Washington, Inc.
Fine Pitch Technology, Inc.
Force Computers Inc.
Solectron Technology, Inc. SDN BHD
Solectron Japan, Inc.
Solectron France, S.A.
Solectron Scotland Limited
Solectron GmbH
Solectron (Suzhou) Technology Co. Ltd.
Solectron Hong Kong Ltd.
Solectron Netherlands Holdings B.V.
Solectron de Mexico, S.A. de C.V.

SCHEDULE 3.05: MATERIAL INDEBTEDNESS NOT DISCLOSED IN FINANCIALS

Indebtedness of the Company pursuant to Lease Agreement, dated as of 
September 6, 1994 (as amended from time to time) between BNP Leasing 
Company and Solectron Corporation, and related agreements.

SCHEDULE 3.06: LITIGATION 

None.

SCHEDULE 3.09: EMPLOYEE BENEFITS PLANS

1.  1983 Incentive Stock Option Plan, as amended August 13, 1991.

2.  1988 Employee Stock Purchase Plan, as amended October 1992.

3.  Amended and Restated 1992 Stock Option Plan

4.  401(k) Retirement Savings Plan

SCHEDULE 3.13: COPYRIGHTS, PATENTS, TRADEMARKS AND LICENSES INFRINGEMENT 
CLAIMS

None.

SCHEDULE 6.01: SUBSIDIARY INDEBTEDNESS

Name of Subsidiary            Agreement

Solectron Scotland Limited   $4.918 million Credit Facility with Royal 
                             Bank of Scotland

Solectron Technology,        $30.488 million Credit Agreement with 
  Inc. SDN BHD                 Standard Chartered Bank and DCB Bank

Solectron GmbH               $5,000 Credit Agreement with Commerzebank

                             $7 million L-T note from Landersgirekasse 
                             Oeffentliche Bank

                             $2 million Credit Agreement with Hewlett   
                          
                             Packard Company for purchase of inventory 
                             at acquisition

Solectron Japan, Inc.        $22.425 million Credit Agreement with Bank 
                             of Tokyo Mitsubishi Ltd.

Fine Pitch Technology, Inc.	 $89,000 Equipment Loan from San Jose 
                             National Bank

Force Computers, Inc.        $1.038 million Credit Facility with        
                   
                             Dresdner Bank Tokyo

                             $8.876 million Credit Facility with 
                             Stadtoparkasse Munich

                             $5.917 million Credit Facility with 
                             Hypobanck Munich

                             $5.917 million Credit Facility with 
                             Reuschelbank 

                             $655,000 Credit Facility with Barclays 
                             Bank

                             $500,000 Credit Facility with Bank Leumi

                             $7.5 million Credit Facility with Comerica 
                             Bank

SCHEDULE 6.02: LIENS

1.  Solectron Corporation

                     SECRETARY OF STATE - CALIFORNIA

                            Description of          Filing      
Secured Party                 Collateral             Date    File Number
-------------------     ------------------------   --------  -----------

Equitable Life          Specific Equipment
Leasing Corporation     and Proceeds               1-26-93      88020525

Xerox Corporation       Office Equipment 
                        and Proceeds               6-22-92      92137563

Taylor Made Office      Specific Equipment
Systems, Inc.           and Proceeds               4-15-94      94074579

Hewlett Packard         Specific Equipment
Company                 and Proceeds               5-11-94      94093984

Hewlett Packard         Specific Equipment
Company                 and Proceeds                3-2-95    9506661264

Hewlett Packard         Specific Equipment
Company                 and Proceeds               8-28-95    9524460015

Taylor Made Office      Specific Equipment
Systems, Inc.           and Proceeds              12-19-95    9535560504

Taylor Made Office      Specific Equipment
Systems, Inc.           and Proceeds                3-1-96    9606760948

Taylor Made Office      Specific Equipment
Systems, Inc.           and Proceeds               7-24-96    9620860481

Associates Leasing,     Computer Equipment
Inc.                    and Proceeds               1-10-97    9701360025

Security Pacific        Specific Equipment
Equipment Leasing,Inc.  and Proceeds                5-1-95      85169376

Security Pacific        Computer Equipment
Equipment Leasing,Inc.  and Proceeds               8-21-95      85270060

MNLC/BALTC              Specific Equipment
Leasing Partners        and Proceeds                4-2-92      87117094

Security Pacific        Computer Equipment
Equipment Leasing,Inc.  and Proceeds                5-6-92      87217647

Equitable Life          Computer Equipment
Leasing Corporation     and Proceeds              10-20-92      87314510

G.E. Capital            Specific Equipment
Corporation             and Proceeds               2-18-93      88046793

NEMLC Leasing           Specific Equipment
Associates No. 3        and Proceeds               1-11-93      88063091

Security Pacific        Specific Equipment
Equipment Leasing       and Proceeds              12-27-94      90067753

Deutsch Credit          Specific Equipment
Corporation             and Proceeds                4-3-95      90101368

Security Pacific        Specific Equipment
Equipment Leasing,Inc.  and Proceeds                5-1-95      90172604

Hewlett-Packard         Computer Equipment
Company                 and Proceeds                5-4-92      92099518

Lease Plan USA, Inc.    Specific Equipment 
                        and Proceeds               5-12-92      92107399

Hewlett Packard         Specific Equipment 
Company                 and Proceeds               7-13-92      92153799

Hewlett Packard         Specific Equipment
Company                 and Proceeds               10-6-92      92216939

Hewlett Packard         Specific Equipment
Company                 and Proceeds              10-16-92      92223550

Hewlett Packard         Specific Equipment
Company                 and Proceeds              10-27-92      92231425

Hewlett Packard         Specific Equipment
Company                 and Proceeds                4-1-93      92241883

Equitable Life          Specific Equipment
Leasing Corporation     and Proceeds               1-28-93      93018954

Hewlett Packard         Specific Equipment
Company                 and Proceeds               4-22-93       9308147

Hewlett Packard         Specific Equipment
Company                 and Proceeds               5-12-93      93096482

MetLife Capital, L.P.   Computer Equipment
                        and Proceeds               1-28-94      93113136

Hewlett Packard         Specific Equipment
Company                 and Proceeds                6-4-93      93114108

Hewlett Packard         Specific Equipment
Company                 and Proceeds                6-16-93     93122297

United States Leasing   Computer Equipment
International, Inc.     and Proceeds                11-5-93     93223327

Capital Preferred Yield Specific Equipment
Fund - II, L.P.         and Proceeds                 4-7-94     93234553

Avnet Computer          Specific Equipment
Technologies, Inc.      and Proceeds                 2-4-94     94021647

Hewlett Packard         Specific Equipment
Company                 and Proceeds                4-25-94     94081377

Hewlett Packard         Specific Equipment
Company                 and Proceeds                 5-4-94     94088238

Hewlett Packard         Specific Equipment
Company                 and Proceeds                5-20-94     94101661

Hewlett Packard         Specific Equipment
Company                 and Proceeds                7-18-94     94145012

Hewlett Packard         Specific Equipment
Company                 and Proceeds                8-30-94     94178790

BNP Leasing             Specific Equipment
Corporation             and Proceeds                 9-8-94     94185412

Hewlett Packard         Specific Equipment
Company                 and Proceeds                9-21-94   9428560112

BNP Leasing             Specific Equipment
Corporation             and Proceeds                9-27-94   9429360076

Hewlett Packard         Specific Equipment
Company                 and Proceeds               11-28-94   9434761275

Comdisco, Inc.          Specific Equipment 
                        and Proceeds                12-8-94   9434960578

Hewlett Packard         Specific Equipment
Company                 and Proceeds               12-14-94   9500361142

Hewlett Packard         Specific Equipment
Company                 and Proceeds                1-26-95   9503360328

Hewlett Packard         Specific Equipment
Company                 and Proceeds                2-10-95   9504860699

Hewlett Packard         Specific Equipment
Company                 and Proceeds                2-10-95   9504860715

Hewlett Packard         Specific Equipment
Company                 and Proceeds                2-21-95   9505960514

Hewlett Packard         Specific Equipment
Company                 and Proceeds                 3-6-95   9506860234

Hewlett Packard        Specific Equipment
Company                and Proceeds                 4-28-95   9512160498

Hewlett Packard        Specific Equipment
Company                and Proceeds                 4-28-95   9512160513

Hewlett Packard        Specific Equipment
Company                and Proceeds                  6-5-95   9515960516

Hewlett Packard        Specific Equipment
Company                and Proceeds                  6-5-95   9515960526

Hewlett Packard        Specific Equipment
Company                and Proceeds                  9-5-95   9525560208

Hewlett Packard        Specific Equipment
Company                and Proceeds                  9-5-95   9525560219

Hewlett Packard        Specific Equipment
Company                and Proceeds                 9-26-95   9527260307

Pitney Bowes Credit    Specific Equipment
Corporation            and Proceeds                 1-22-96   9602360211

Hewlett Packard        Specific Equipment
Company                and Proceeds                 1-29-96   9603060985

Copelco Capital, Inc.  Specific Equipment 
                       and Proceeds                 4-25-96   9608261042

Copelco Capital, Inc.  Specific Equipment
                       and Proceeds                 6-19-96   9617660616

Copelco Capital, Inc.  Specific Equipment 
                       and Proceeds                 7-30-96   9621460705

Hewlett Packard        Specific Equipment
Company                and Proceeds                  8-9-96   9622661204

Copelco Capital, Inc.  Specific Equipment 
                       and Proceeds                11-26-96   9633161377

Comdisco, Inc.         Specific Equipment 
                       and Proceeds                 2-10-97   9704260387

Comdisco, Inc.         Specific Equipment 
                       and Proceeds                 2-24-97   9705660119

Hewlett Packard        Specific Equipment
Company                and Proceeds                  7-7-93     93138136

Taylor Made Office     Specific Equipment
Systems, Inc.          and Proceeds                 8-21-95   9523560031

Liens of the Company pursuant to that Lease Agreement, dated as of 
September 6, 1994 ( as amended from time to time) between BNP Leasing 
Company and Solectron Corporation.

2.  Solectron Washington, Inc.

                   DEPARTMENT OF LICENSING-WASHINGTON

  Secured Party     Description of Collateral   Filing Date  File Number
-----------------   -------------------------   -----------  -----------

GTE Northwest       Specific Equipment             9-20-93   93-263-0729

AT&T Capital Leasing 
Services, Inc.      Specific Equipment             11-3-95   95-307-0414

3.  Solectron Texas, Inc.

                        SECRETARY OF STATE-TEXAS

  Secured Party     Description of Collateral   Filing Date  File Number
-----------------   -------------------------   -----------  -----------
General Electric 
Capital Corp        Electronic Equipment           8-26-96      96704367

4.  Fine Pitch Technology

                     SECRETARY OF STATE - CALIFORNIA

  Secured Party     Description of Collateral   Filing Date  File Number
-----------------   -------------------------   -----------  -----------
San Jose National 
Bank                Specific Equipment             2-29-95    9504660745

San Jose National 
Bank                Specific Equipment              4-3-95    9509560531

San Jose National 
Bank                 Specific Equipment            12-13-95   9534860123

5.  Force Computers, Inc.

                     SECRETARY OF STATE - CALIFORNIA

  Secured Party     Description of Collateral   Filing Date  File Number
-----------------   -------------------------   -----------  -----------

Taylor Made Office 
Systems, Inc.       Specific Equipment            10-11-94    9430660823

Taylor Made Office
Systems, Inc.       Specific Equipment             8-21-95    9523460666

Taylor Made Office 
Systems, Inc.       Specific Equipment             6-13-94      94119361

6.  Solectron Technology, Inc. (Charlotte)

                   SECRETARY OF STATE - NORTH CAROLINA

  Secured Party     Description of Collateral   Filing Date  File Number
-----------------   -------------------------   -----------  -----------
Hewlett Packard 
Company             Specific Equipment             2-22-93    0000970502

SCHEDULE 6.07: RESTRICTIVE AGREEMENTS

Indenture dated as of February 15, 1996 governing the terms of issuance 
of 7 3/8% Senior Notes due 2006.  Contains a covenant restricting the 
Company's ability to encumber certain items of its property.

Lease Agreement dated as of September 6, 1994 (as amended from time to 
time) between BNP Leasing Company and Solectron Corporation.  Includes 
all covenants by cross reference in Article VI of this Credit Agreement.

The Force Computers, Inc. credit facilities contains (1) restrictions on 
its ability to pay dividends to Solectron and (2) its ability to 
encumber any of its assets except for ordinary course involuntary liens 
and equipment finance and purchase money security interests.


<PAGE>
                              SCHEDULE 9.01
                         to the Credit Agreement


                 OFFSHORE AND DOMESTIC LENDING OFFICES,
                         ADDRESSES FOR NOTICES

SOLECTRON CORPORATION

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

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
  as Agent and Issuing Bank

BORROWING NOTICES, NOTICES OF
CONVERSION/CONTINUATION AND PAYMENTS:

Bank of America National Trust
and Savings Association
Agency Management Services #5596
1455 Market Street, 13th Floor
San Francisco, CA  94103
Attention:  Blanca Vinje
            Telephone:  (415) 436-2783
            Facsimile:  (415) 436-2700

ALL OTHER NOTICES:

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
Credit Products, High Technology #3697
555 California Street, 41st Floor
San Francisco, CA  94104
Attention:  Michael J. McCutchin
            Telephone:  (415) 622-4589
            Facsimile:  (415) 622-2514



AGENT'S PAYMENT OFFICE:

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
ABA No. 1210-0035-8 SF
1850 Gateway Boulevard, Fourth Floor
Concord, CA  94520
Account No.:  1233915383
Reference:  Solectron Corporation
Attention:  Agency Administrative Services #5596

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
  as a Bank

DOMESTIC AND OFFSHORE LENDING OFFICE

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
Global Payment Operations
Customer Service Americas #5693
1850 Gateway Boulevard, Fourth Floor
Concord, CA  94520
Attention:  Jackie Holland
            Telephone:  (510) 675-7531
            Facsimile:  (510) 675-7331

ALL OTHER NOTICES:

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
Credit Products, High Technology #3697
555 California Street, 41st Floor
San Francisco, CA 94104
Attention:  Michael J. McCutchin
            Telephone:  (415) 622-4589
            Facsimile:  (415) 622-2514



ABN AMRO BANK, N.V.

DOMESTIC AND OFFSHORE LENDING OFFICE(S)
(Borrowing notices, Notices of
Conversion/Continuation, and Payments):

ABN AMRO Bank, N.V.
101 California Street, Suite 4550
San Francisco, CA  94111
Attention:  Gloria Chiang Lee
            Telephone:  (415) 984-3720
            Facsimile:  (415) 362-3524

ALL OTHER NOTICES:

ABN AMRO Bank, N.V.
101 California Street, Suite 4550
San Francisco, Ca  94111
Attention:  Bruce W. Swords
            Telephone:  (415) 984-3721
            Facsimile:  (415) 362-3524

BANQUE NATIONALE DE PARIS, SAN FRANCISCO BRANCH

DOMESTIC AND OFFSHORE LENDING OFFICE(S)
(Borrowing notices, Notices of
Conversion/Continuation, and Payments):

Banque Nationale de Paris, San Francisco Branch
180 Montgomery Street, 4th Floor
San Francisco, CA  94104
Attention:  Donald Hart
            Telephone:  (415) 956-2511
            Facsimile:  (415) 989-9041

ALL OTHER NOTICES:

Banque Nationale de Paris, San Francisco Branch
180 Montgomery Street, 3rd Floor
San Francisco, CA  94104
Attention:  Rafael Lumanlan
            Telephone:  (415) 956-0707
            Facsimile:  (415) 296-8954



THE SANWA BANK LIMITED, SAN FRANCISCO BRANCH

DOMESTIC AND OFFSHORE LENDING OFFICE(S)
(Borrowing notices, Notices of
Conversion/Continuation, and Payments):

The Sanwa Bank Limited, San Francisco Branch
444 Market Street, 18th Floor
San Francisco, CA 94111
Attention:  S. Endo
            Telephone:  (415) 597-5231
            Facsimile:  (415) 788-5459

ALL OTHER NOTICES:

The Sanwa Bank Limited, San Francisco Branch
444 Market Street, 18th Floor
San Francisco, CA  94111
Attention:  Terrence J. Mech
            Telephone:  (415) 597-5222
            Facsimile:  (415) 788-5459

UNION BANK OF CALIFORNIA, N.A.

DOMESTIC AND OFFSHORE LENDING OFFICE(S)
(Borrowing notices, Notices of
Conversion/Continuation, and Payments):

Union Bank of California, N.A.
400 California Street, 17th Floor
San Francisco, CA  94104
Attention:  Stacie Burks-Garcia
            Telephone:  (415) 765-3641
            Facsimile:  (415) 765-2634

ALL OTHER NOTICES:

Union Bank of California, N.A.
400 California Street, 17th Floor
San Francisco, CA  94104
Attention:  Glen Leyrer
            Telephone:  (415) 705-7578
            Facsimile:  (415) 705-5093



THE INDUSTRIAL BANK OF JAPAN, LIMITED

DOMESTIC AND OFFSHORE LENDING OFFICE(S)
(Borrowing notices, Notices of
Conversion/Continuation, and Payments):

The Industrial Bank of Japan, Limited
San Francisco Agency	
555 California Street, Suite 3110
Attention:  Debbie Rajkumar
            Telephone:  (415) 693-1830
            Facsimile:  (415) 982-1917

ALL OTHER NOTICES:

The Industrial Bank of Japan, Limited
555 California Street, Suite 3110
San Francisco, CA  94104
Attention:  Michael McCorriston
            Telephone:  (415) 693-1822
            Facsimile:  (415) 982-1917

THE FUJI BANK, LIMITED, SAN FRANCISCO AGENCY

DOMESTIC AND OFFSHORE LENDING OFFICE(S)
(Borrowing notices, Notices of
Conversion/Continuation, and Payments):

The Fuji Bank, Limited, San Francisco Agency
601 California Street, 5th Floor
San Francisco, CA 94108
Attention:  Andy Poon
            Telephone:  (415) 296-5420
            Facsimile:  (415) 362-4613

ALL OTHER NOTICES:

The Fuji Bank, Limited, San Francisco Agency
601 California Street, 5th Floor
San Francisco, CA  94108
Attention:  Mami Yamajo
            Telephone:  (415) 256-5433
            Facsimile:  (415) 362-4613



STANDARD CHARTERED BANK

DOMESTIC AND OFFSHORE LENDING OFFICE(S)
(Borrowing notices, Notices of
Conversion/Continuation, and Payments):

Standard Chartered Bank
707 Wilshire Boulevard, W-8-33
Los Angeles, CA 90017
Attention:  Qustandi Shiber/Amelia Quintana
            Telephone:  (213) 614-5037/5019
            Facsimile:  (213) 614-4270

ALL OTHER NOTICES:

Standard Chartered Bank
707 Wilshire Boulevard, 8th Floor
Los Angeles, CA  90017
Attention:  Mary Machado-Schammel
            Telephone:  (213) 614-4756
            Facsimile:  (213) 614-5158


<PAGE>
                                EXHIBIT A

                    FORM OF ASSIGNMENT AND ACCEPTANCE


     This ASSIGNMENT AND ACCEPTANCE AGREEMENT (this "ASSIGNMENT AND 
ACCEPTANCE") dated as of _____________ is made between 
__________________ (the "ASSIGNOR") and ________________ (the 
"ASSIGNEE").

     RECITALS

     WHEREAS, the Assignor is party to that certain Credit Agreement 
dated as of April 30, 1997 (as amended, restated, modified, supplemented 
or renewed from time to time, the "CREDIT AGREEMENT"), among Solectron 
Corporation (the "COMPANY"), the "Additional Borrowers" from time to 
time party thereto, the several financial institutions from time to time 
party thereto (including the Assignor, the "BANKS") and Bank of America 
National Trust and Savings Association, as agent for the Banks (the 
"AGENT").  Any terms defined in the Credit Agreement and not defined in 
this Assignment and Acceptance are used herein as defined in the Credit 
Agreement;

     WHEREAS, as provided under the Credit Agreement, the Assignor has 
committed to making Revolving Loans to the Company in an aggregate 
amount not to exceed $__________ (the "Commitment"); 

     WHEREAS, [the Assignor has made Loans in the aggregate principal 
amount of $__________ to the Company] [no Loans are outstanding under 
the Credit Agreement]; and

     WHEREAS, the Assignor wishes to assign to the Assignee [part of 
the] [all] rights and obligations of the Assignor under the Credit 
Agreement in respect of its Commitment, [together with a corresponding 
portion of each of its outstanding Loans], in an amount equal to ___% of 
the Assignor's Commitment [and Loans], on the terms and subject to the 
conditions set forth herein, and the Assignee wishes to accept 
assignment of such rights and to assume such obligations from the 
Assignor on such terms and subject to such conditions;

     NOW, THEREFORE, in consideration of the foregoing and the mutual 
agreements contained herein, the parties hereto agree as follows:

     1.  ASSIGNMENT AND ACCEPTANCE.

        (a)  Subject to the terms and conditions of this Assignment and 
Acceptance, (i) the Assignor hereby sells, transfers and assigns to the 
Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes 
from the Assignor, without recourse and without representation or 
warranty (except as provided in this Assignment and Acceptance) ___% 
(the "ASSIGNEE'S PERCENTAGE SHARE") of (A) the Commitment [and the 
Loans] of the Assignor and (B) all related rights, benefits, 
obligations, liabilities and indemnities of the Assignor under and in 
connection with the Credit Agreement and the Loan Documents.

        (b)  With effect on and after the Effective Date (as defined in 
Section 5 hereof), the Assignee shall be a party to the Credit Agreement 
and succeed to all of the rights and be obligated to perform all of the 
obligations of a Bank under the Credit Agreement, including the 
requirements concerning confidentiality and the payment of 
indemnification, with a Commitment in the amount set forth in 
subsection (c) below.  The Assignee agrees that it will perform in 
accordance with their terms all of the obligations which by the terms of 
the Credit Agreement are required to be performed by it as a Bank.  It 
is the intent of the parties hereto that the Commitment of the Assignor 
shall, as of the Effective Date, be reduced by an amount equal to the 
portion thereof assigned to the Assignee hereunder, and the Assignor 
shall relinquish its rights and be released from its obligations under 
the Credit Agreement to the extent such obligations have been assumed by 
the Assignee; PROVIDED, HOWEVER, that the Assignor shall not relinquish 
its rights under Sections 2.26 through 2.34 and Section 9.03 of the 
Credit Agreement to the extent such rights relate to the time prior to 
the Effective Date.

        (c)  After giving effect to the assignment and assumption set 
forth herein, on the Effective Date:  (i) the Assignee's Commitment will 
be $__________; and (ii) the Assignee's aggregate outstanding Loans will 
be $_______________.

        (d)  After giving effect to the assignment and assumption set 
forth herein, on the Effective Date:  (i) the Assignor's Commitment will 
be $__________; and (ii) the Assignor's aggregate outstanding Loans will 
be $_______________.

     2.  PAYMENTS.

        (a)  As consideration for the sale, assignment and transfer 
contemplated in Section 1 hereof, the Assignee shall pay to the Assignor 
on the Effective Date in immediately available funds an amount equal to 
$__________, representing the Assignee's Percentage Share of the 
principal amount of all Loans previously made by the Assignor to the 
Company and the Additional Borrowers, if any, under the Credit Agreement 
and outstanding on the Effective Date.

        (b)  The [Assignor] [Assignee] further agrees to pay to the 
Agent a processing fee in the amount specified in subsection 9.04(b) of 
the Credit Agreement.

     3.  REALLOCATION OF PAYMENTS.  Any interest, fees and other 
payments accrued to the Effective Date with respect to the Commitment 
[and Loans] of the Assignor shall be for the account of the Assignor.  
Any interest, fees and other payments accrued on and after the Effective 
Date with respect to the portion of such Commitment [and Loans] assigned 
to the Assignee shall be for the account of the Assignee.  Each of the 
Assignor and the Assignee agrees that it will hold in trust for the 
other party any interest, fees and other amounts which it may receive to 
which the other party is entitled pursuant to the preceding sentence and 
pay to the other party any such amounts which it may receive promptly 
upon receipt.

     4.  INDEPENDENT CREDIT DECISION.  The Assignee: (a) acknowledges 
that it has received a copy of the Credit Agreement and the Schedules 
and Exhibits thereto, together with copies of the most recent financial 
statements referred to in Section 3.05 or Section 5.01 of the Credit 
Agreement, and such other documents and information as it has deemed 
appropriate to make its own credit and legal analysis and decision to 
enter into this Assignment and Acceptance; and (b) agrees that it will, 
independently and without reliance upon the Assignor, the Agent or any 
other Bank and based on such documents and information as it shall deem 
appropriate at the time, continue to make its own credit and legal 
decisions in taking or not taking action under the Credit Agreement.

     5.  EFFECTIVE DATE; NOTICES.

        (a)  As between the Assignor and the Assignee, the effective 
date for this Assignment and Acceptance shall be ______________ (the 
"EFFECTIVE DATE"); PROVIDED that the following conditions precedent have 
been satisfied on or before the Effective Date:

            (i)  this Assignment and Acceptance shall be executed and 
delivered by the Assignor and the Assignee;

           (ii)  any consent of the Company and the Agent required under 
Section 9.04 of the Credit Agreement for the effectiveness of the 
assignment hereunder by the Assignor to the Assignee shall have been 
duly obtained and shall be in full force and effect as of the Effective 
Date;

          (iii)  the Assignee shall pay to the Assignor all amounts due 
to the Assignor under this Assignment and Acceptance;

           (iv)  the processing fee referred to in Section 2(b) hereof 
and in subsection 9.04(b) of the Credit Agreement shall have been paid 
to the Agent; and

            (v)  the Assignor and Assignee shall have complied with the 
other requirements of Section 9.04 of the Credit Agreement and with the 
requirements of Section 9.13 of the Credit Agreement (in each case to 
the extent applicable).

        (b)  Promptly following the execution of this Assignment and 
Acceptance, the Assignor shall deliver to the Company and the Agent for 
acknowledgement by the Agent, a Notice of Assignment substantially in 
the form attached hereto as SCHEDULE 1.

     6.  AGENT.  The Assignee hereby appoints and authorizes the Agent 
to take such action as agent on its behalf and to exercise such powers 
under the Credit Agreement as are delegated to the Agent by the Banks 
pursuant to the terms of the Credit Agreement.  [The Assignee shall 
assume no duties or obligations held by the Assignor in its capacity as 
Agent under the Credit Agreement.] [INCLUDE ONLY IF ASSIGNOR IS AGENT]

     7.  WITHHOLDING TAX.  The Assignee (a) represents and warrants to 
the Assignor, the Agent and the Company that under applicable law and 
treaties no tax will be required to be withheld by the Bank with respect 
to any payments to be made to the Assignee hereunder, and (b) agrees to 
furnish (if it is organized under the laws of any jurisdiction other 
than the United States or any State thereof) to the Agent and the 
Company prior to the time that the Agent or Company is required to make 
any payment of interest or fees under the Credit Agreement, duplicate 
executed originals of either U.S. Internal Revenue Service Form 4224 or 
U.S. Internal Revenue Service Form 1001 (wherein the Assignee claims 
entitlement to the benefits of a tax treaty that provides for a complete 
exemption from U.S. federal income withholding tax on all payments 
hereunder) and agrees to provide new Forms 4224 or 1001 upon the 
expiration of any previously delivered form or comparable statements in 
accordance with applicable U.S. law and regulations and amendments 
thereto, duly executed and completed by the Assignee, as and when 
required under the Credit Agreement.

     8.  REPRESENTATIONS AND WARRANTIES.

        (a)  The Assignor represents and warrants that (i) it is the 
legal and beneficial owner of the interest being assigned by it 
hereunder and that such interest is free and clear of any Lien or other 
adverse claim; (ii) it is duly organized and existing and it has the 
full power and authority to take, and has taken, all action necessary to 
execute and deliver this Assignment and Acceptance and any other 
documents required or permitted to be executed or delivered by it in 
connection with this Assignment and Acceptance and to fulfill its 
obligations hereunder; (iii) no notices to, or consents, authorizations 
or approvals of, any Person are required (other than those referred to 
in Section 5(a)(ii) hereof and any already given or obtained) for its 
due execution, delivery and performance of this Assignment and 
Acceptance, and apart from any agreements or undertakings or filings 
required by the Credit Agreement, no further action by, or notice to, or 
filing with, any Person is required of it for such execution, delivery 
or performance; and (iv) this Assignment and Acceptance has been duly 
executed and delivered by it and constitutes the legal, valid and 
binding obligation of the Assignor, enforceable against the Assignor in 
accordance with the terms hereof, subject, as to enforcement, to 
bankruptcy, insolvency, moratorium, reorganization and other laws of 
general application relating to or affecting creditors' rights and to 
general equitable principles.

        (b)  The Assignor makes no representation or warranty and 
assumes no responsibility with respect to any statements, warranties or 
representations made in or in connection with the Credit Agreement or 
the execution, legality, validity, enforceability, genuineness, 
sufficiency or value of the Credit Agreement or any other instrument or 
document furnished pursuant thereto.  The Assignor makes no 
representation or warranty in connection with, and assumes no 
responsibility with respect to, the solvency, financial condition or 
statements of the Company, or the performance or observance by the 
Company, of any of its respective obligations under the Credit Agreement 
or any other instrument or document furnished in connection therewith.

        (c)  The Assignee represents and warrants that (i) it is duly 
organized and existing and it has full power and authority to take, and 
has taken, all action necessary to execute and deliver this Assignment 
and Acceptance and any other documents required or permitted to be 
executed or delivered by it in connection with this Assignment and 
Acceptance, and to fulfill its obligations hereunder; (ii) no notices 
to, or consents, authorizations or approvals of, any Person are required 
(other than those referred to in Section 5(a)(ii) hereof and any already 
given or obtained) for its due execution, delivery and performance of 
this Assignment and Acceptance; and apart from any agreements or 
undertakings or filings required by the Credit Agreement, no further 
action by, or notice to, or filing with, any Person is required of it 
for such execution, delivery or performance; (iii) this Assignment and 
Acceptance has been duly executed and delivered by it and constitutes 
the legal, valid and binding obligation of the Assignee, enforceable 
against the Assignee in accordance with the terms hereof, subject, as to 
enforcement, to bankruptcy, insolvency, moratorium, reorganization and 
other laws of general application relating to or affecting creditors' 
rights and to general equitable principles; and (iv) it is an Eligible 
Assignee.

     9.  FURTHER ASSURANCES.  The Assignor and the Assignee each hereby 
agrees to execute and deliver such other instruments, and take such 
other action, as either party may reasonably request in connection with 
the transactions contemplated by this Assignment and Acceptance, 
including the delivery of any notices or other documents or instruments 
to the Company or the Agent, which may be required in connection with 
the assignment and assumption contemplated hereby.

     10. MISCELLANEOUS.

        (a)  Any amendment or waiver of any provision of this Assignment 
and Acceptance shall be in writing and signed by the parties hereto.  No 
failure or delay by either party hereto in exercising any right, power 
or privilege hereunder shall operate as a waiver thereof and any waiver 
of any breach of the provisions of this Assignment and Acceptance shall 
be without prejudice to any rights with respect to any other or further 
breach thereof.

        (b)  All payments made hereunder shall be made without any set-
off or counterclaim.

        (c)  The Assignor and the Assignee shall each pay its own costs 
and expenses incurred in connection with the negotiation, preparation, 
execution and performance of this Assignment and Acceptance.

        (d)  This Assignment and Acceptance may be executed in any 
number of counterparts and all of such counterparts taken together shall 
be deemed to constitute one and the same instrument.

        (e)  THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY AND 
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF CALIFORNIA.  THE 
ASSIGNOR AND THE ASSIGNEE EACH IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE 
JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN CALIFORNIA OVER 
ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS 
ASSIGNMENT AND ACCEPTANCE AND IRREVOCABLY AGREES THAT ALL CLAIMS IN 
RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH 
CALIFORNIA STATE OR FEDERAL COURT.  EACH PARTY TO THIS ASSIGNMENT AND 
ACCEPTANCE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY 
EFFECTIVELY DO SO, ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING 
OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY 
NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN 
SUCH JURISDICTION IN RESPECT OF THIS ASSIGNMENT AND ACCEPTANCE OR ANY 
DOCUMENT RELATED HERETO, AND PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT 
OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY 
CALIFORNIA LAW.

        (f)  THE ASSIGNOR AND THE ASSIGNEE EACH HEREBY KNOWINGLY, 
VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL 
BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, 
UNDER, OR IN CONNECTION WITH THIS ASSIGNMENT AND ACCEPTANCE, AND ANY 
RELATED DOCUMENTS AND AGREEMENTS, OR THE TRANSACTIONS CONTEMPLATED 
HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY 
TYPE BROUGHT BY EITHER OF THE PARTIES AGAINST THE OTHER PARTY, WHETHER 
WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE.  EACH OF THE 
PARTIES ALSO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE 
TRIED BY A COURT TRIAL WITHOUT A JURY.

[OTHER PROVISIONS TO BE ADDED AS MAY BE NEGOTIATED BETWEEN THE ASSIGNOR 
AND THE ASSIGNEE, PROVIDED THAT SUCH PROVISIONS ARE NOT INCONSISTENT 
WITH THE CREDIT AGREEMENT.]

	IN WITNESS WHEREOF, the Assignor and the Assignee have caused this 
Assignment and Acceptance to be executed and delivered by their duly 
authorized officers as of the date first above written.

                                    [ASSIGNOR]


                                    By:

                                    Title:


                                    [ASSIGNEE]


                                    By:

                                    Title:
<PAGE>

                               SCHEDULE 1
               to the Assignment and Acceptance Agreement


                   NOTICE OF ASSIGNMENT AND ACCEPTANCE


Date: ___________________


To:  Bank of America National Trust and Savings Association, as Agent

     Solectron Corporation

Ladies and Gentlemen:

     We refer to the Credit Agreement dated as of April 30, 1997 (as 
amended, restated, modified, supplemented or renewed from time to time, 
the "CREDIT AGREEMENT") among Solectron Corporation (the "COMPANY"), the 
"Additional Borrowers" from time to time party thereto, the Banks 
referred to therein and Bank of America National Trust and Savings 
Association, as Agent for the Banks (the "AGENT").  Terms defined in the 
Credit Agreement are used herein as therein defined.

     1.  We hereby give you notice of[, and request the consent of [the 
Company and] the Agent to,] the assignment by ________________________ 
(the "ASSIGNOR") to ____________________ (the "ASSIGNEE") of ____% of 
the right, title and interest of the Assignor in and to the Credit 
Agreement (including, without limitation, ____% of the right, title and 
interest of the Assignor in and to the Commitment of the Assignor [and 
all outstanding Loans made by the Assignor]) pursuant to that certain 
Assignment and Acceptance Agreement, dated as of ___________ (the 
"ASSIGNMENT AND ACCEPTANCE") between Assignor and Assignee, a copy of 
which Assignment and Acceptance is attached hereto.  Before giving 
effect to such assignment the Assignor's Commitment is $___________.  
[The Assignor has made Loans in the aggregate principal amount of 
$__________ to the Company.]  [No Loans are outstanding under the Credit 
Agreement.]

     2.  The Assignee agrees that, upon receiving the consent of the 
Company and the Agent to such assignment (if applicable) and from and 
after the Effective Date (as such term is defined in Section 5 of the 
Assignment and Acceptance), the Assignee shall be bound by the terms of 
the Credit Agreement, with respect to the interest in the Credit 
Agreement assigned to it as specified above, as fully and to the same 
extent as if the Assignee were the Bank originally holding such interest 
in the Credit Agreement.

     3.  The following administrative details apply to the Assignee:

         (A)  Lending Office(s):

              Assignee name:  
              Address:        
                            

										
              Attention:
              Telephone:
              Facsimile:


              Assignee name:
              Address:



              Attention:
              Telephone:
              Facsimile:



         (B)  Notice Address:

              Assignee name:
              Address:



              Attention:
              Telephone:
              Facsimile:


         (C)  Payment Instructions:

              Account No.:
              At:



              Reference:
              Attention:


     4.  You are entitled to rely upon the representations, warranties 
and covenants of each of the Assignor and Assignee contained in the 
Assignment and Acceptance.

     5.  This Notice of Assignment and Acceptance may be executed by the 
Assignor and the Assignee in separate counterparts, each of which when 
so executed and delivered shall be deemed to be an original and all of 
which taken together shall constitute one and the same notice and 
agreement.



     IN WITNESS WHEREOF, the Assignor and the Assignee have caused this 
Notice of Assignment and Acceptance to be executed by their respective 
duly authorized officials, officers or agents as of the date first above 
mentioned.


							Very truly yours,


ADJUSTED COMMITMENT:                      [ASSIGNOR]

$_________________                        By:

ADJUSTED PRO RATA SHARE:                  Title:

_______%


COMMITMENT:                               [ASSIGNEE]

$_________________                        By:

PRO RATA SHARE:                           Title:

_______%


[CONSENTED TO this _____ day
of___________________:

SOLECTRON CORPORATION

By: 

Title:                      ]


ACKNOWLEDGED [AND CONSENTED 
TO] this ____ day of ________:

BANK OF AMERICA NATIONAL TRUST 
AND SAVINGS ASSOCIATION,
  as Agent

By: 

Title: 	

<PAGE>

                                EXHIBIT B

                     FORM OF COMPLIANCE CERTIFICATE


                          SOLECTRON CORPORATION

               Financial Statements Date:  ______________


     Reference is made to that certain Credit Agreement dated as of 
April 30, 1997 (as extended, renewed, amended or restated from time to 
time, the "CREDIT AGREEMENT"), among Solectron Corporation (the 
"COMPANY"), the "Additional Borrowers" from time to time party thereto, 
the several financial institutions from time to time party thereto (the 
"BANKS") and Bank of America National Trust and Savings Association, as 
Agent (in such capacity, the "AGENT").  Unless otherwise defined herein, 
capitalized terms used herein have the respective meanings assigned to 
them in the Credit Agreement.

     The undersigned Responsible Officer of the Company hereby certifies 
as of the date hereof that he/she is the [_______________] of the 
Company, and that, as such, he/she is authorized to execute and deliver 
this Certificate to the Banks and the Agent on the behalf of the Company 
and its consolidated Subsidiaries, and that:

[USE THE FOLLOWING PARAGRAPH IF THIS CERTIFICATE IS DELIVERED IN 
CONNECTION WITH THE FINANCIAL STATEMENTS REQUIRED BY SUBSECTION 5.01(A) 
OF THE CREDIT AGREEMENT.]

     1.  Attached hereto are true and correct copies of the audited 
consolidated balance sheet of the Company and its Subsidiaries as at the 
end of the fiscal year ended _______________ and the related 
consolidated statements of income or operations, shareholders' equity 
and cash flows for such year, setting forth in each case in comparative 
form the figures for the previous fiscal year, accompanied by the 
opinion of KPMG Peat Marwick or other independent public accountants of 
recognized national standing (the "Independent Auditor"), which opinion 
(a) states that such consolidated financial statements present fairly 
the financial position for the periods indicated in conformity with GAAP 
applied on a basis consistent with prior years and (b) does not contain 
a "going concern" or like qualification and is not qualified or limited 
because of a restricted or limited examination by the Independent 
Auditor of any material portion of the Company's or any Subsidiary's 
records.

	or

[USE THE FOLLOWING PARAGRAPH IF THIS CERTIFICATE IS DELIVERED IN 
CONNECTION WITH THE FINANCIAL STATEMENTS REQUIRED BY SUBSECTION 5.01(B) 
OF THE CREDIT AGREEMENT.]

     1.  Attached hereto are true and correct copies of the unaudited 
consolidated balance sheet of the Company and its Subsidiaries as of the 
end of the fiscal quarter ended _________ and the related consolidated 
statements of income or operations and cash flows for the period 
commencing on the first day and ending on the last day of such quarter, 
which are complete and accurate in all material respects and fairly 
present, in accordance with GAAP (subject to ordinary, good faith year-
end audit adjustments), the financial position, the results of 
operations and the cash flows of the Company and the Subsidiaries.  

     2.  The undersigned has reviewed and is familiar with the terms of 
the Credit Agreement and has made, or has caused to be made under 
his/her supervision, a detailed review of the transactions and condition 
(financial or otherwise) of the Company and its Subsidiaries during the 
accounting period covered by the attached financial statements.

     3.  To the best knowledge of the undersigned, the Company and its 
Subsidiaries, during such period, have observed, performed or satisfied 
all of the covenants and other agreements, and satisfied every condition 
in the Credit Agreement to be observed, performed or satisfied by the 
Company and its Subsidiaries, and the undersigned has no knowledge of 
any Default or Event of Default.

     4.  The representations and warranties of the Company contained in 
Article III of the Credit Agreement are true and correct as though made 
on and as of the date hereof (except to the extent such representations 
and warranties relate to an earlier date, in which case they shall be 
true and correct as of such date; and except that this notice shall be 
deemed instead to refer to the last day of the most recent year for 
which financial statements have then been delivered in respect of the 
representation and warranty made in subsection 3.05(a) of the Credit 
Agreement).

     5.  The financial covenant analyses and information set forth on 
SCHEDULE 1 attached hereto are true and accurate on and as of the date 
of this Certificate.  All amounts and ratios in SCHEDULE 1 refer to the 
financial statements attached hereto and are determined in accordance 
with the specifications set forth in the Credit Agreement.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate 
as the ____________ of the Company as of ______________, 199_.


                                    SOLECTRON CORPORATION



                                    By:

                                    Title:

<PAGE>
                               SCHEDULE 1
                   to the Compliance Certificate
Dated __________, ____

For the fiscal quarter ended __________, _____

                                             Actual   Required/Permitted


1. SECTION 6.09 - ADJUSTED 
   LEVERAGE RATIO                                     As of the last day 
                                                      of each fiscal 
                                                      quarter, the 
                                                      amount which is 
                                                      not greater than 
                                                      (a) 1.75 to 1.00 
                                                      from the Closing 
                                                      Date through and 
                                                      including 
                                                      February 28, 1998, 
                                                      (b) 1.50 to 1.00 
                                                      from May 31, 1998 
                                                      through and 
                                                      including 
                                                      February 28, 1999, 
                                                      (c) 1.25 to 1.00 
                                                      from May 31, 1999 
                                                      through and 
                                                      including 
                                                      February 28, 2000, 
                                                      and (d) 1.00 to 
                                                      1.00 thereafter.
Adjusted Leverage Ratio calculation			

(A) Consolidated Funded Debt      $________		

PLUS Guarantee obligations         ________		

PLUS Indebtedness with respect 
to synthetic leases and 
securitized assets                 ________	

PLUS Indebtedness in respect 
of letters of credit (including
the Letters of Credit)             ________		

MINUS Permitted Subordinated
Indebtedness                       ________

TOTAL	                            $________		

(B) operating income              $________	

PLUS depreciation and 
amortization charges               ________

TOTAL                             $________

Ratio of (A) to (B)                ________	

2. SECTION 6.10 - MINIMUM 
CONSOLIDATED TANGIBLE NET WORTH			

A.  Consolidated Tangible 
    Net Worth  calculation:                           As of the last day 
                                                      of each fiscal 
                                                      quarter following 
                                                      the Closing Date, 
                                                      the amount that is 
                                                      not less than the 
                                                      sum of (without 
                                                      duplication) 80% 
                                                      of Consolidated 
                                                      Tangible Net Worth 
                                                      measured as of the 
                                                      end of the fiscal 
                                                      quarter ended 
                                                      February 28, 1997, 
                                                      PLUS 50% of 
                                                      consolidated net 
                                                      income (without 
                                                      subtracting losses 
                                                      or acquisition- 
                                                      related charges) 
                                                      for each fiscal 
                                                      quarter ended 
                                                      after the fiscal 
                                                      quarter ended 
                                                      February 28, 1997, 
                                                      MINUS 100% of all 
                                                      acquisition-
                                                      related charges if 
                                                      such charges are 
                                                      recorded in the 
                                                      same fiscal 
                                                      quarter in which 
                                                      the applicable 
                                                      acquisition is 
                                                      consummated.

total shareholders' equity       $________

MINUS intangible assets	          ________

Consolidated Tangible Net Worth  $________

(B)  Minimum Consolidated 
     Tangible Net Worth 
     calculation:			

Beginning minimum amount           ________

PLUS 50% of quarterly net 
income for each fiscal quarter
subsequent to the quarter 
ended February 28, 1997, with 
no reduction for losses or 
acquisition-related charges        ________		

MINUS 100% of all acquisition-
related charges if such 
charges are recorded in the same
fiscal quarter in which the 
applicable acquisition is 
consummated                        ________

Minimum Consolidated 
Tangible Net Worth                $________

(A) minus (B)                     $________


<PAGE>
                                EXHIBIT C

                       FORM OF NOTICE OF BORROWING


Date:  ______________



To:  Bank of America National Trust and Savings Association, as Agent

Ladies and Gentlemen:

     The undersigned, Solectron Corporation (the "COMPANY"), in its 
capacity as Borrowers' Agent, refers to the Credit Agreement, dated as 
of April 30, 1997 (as extended, renewed, amended or restated from time 
to time, the "CREDIT AGREEMENT"), among the Company, the "Additional 
Borrowers" from time to time party thereto, the several financial 
institutions from time to time party thereto (the "BANKS") and Bank of 
America National Trust and Savings Association, as Agent (the "AGENT"), 
the terms defined therein being used herein as therein defined, and 
hereby gives you notice irrevocably, pursuant to Section 2.03 of the 
Credit Agreement, of the Borrowing specified below:

     1.  The Business Day of the proposed Borrowing is _______________.

     2.  The aggregate amount of the proposed Borrowing is 
$_____________________.

     3.  The Borrowing is to be comprised of $___________ of [ABR 
Loans][CD Rate Loans][Eurocurrency Loans][Offshore Currency Loans].

    [4.  The duration of the Interest Period for the [Eurocurrency 
Loans][CD Rate Loans][Offshore Currency Loans] included in the Borrowing 
shall be [_____ months][______ days].]

     5.  The applicable Borrower is ______________.

     The undersigned hereby certifies that the following statements are 
true on the date hereof, and will be true on the date of the proposed 
Borrowing, before and after giving effect thereto and to the application 
of the proceeds therefrom:

        (a)  the representations and warranties of the Company contained 
in Article III of the Credit Agreement are true and correct as though 
made on and as of such date, except to the extent such representations 
and warranties expressly refer to an earlier date, in which case they 
are true and correct as of such date, and except that this notice shall 
be deemed instead to refer to the last day of the most recent year for 
which financial statements have then been delivered in respect of the 
representation and warranty made in Section 3.05 of the Credit 
Agreement;

        (b)  no Default or Event of Default has occurred and is 
continuing, or would result from such proposed Borrowing;

        (c)  there has occurred since February 28, 1997 no event or 
circumstance that has resulted or could reasonably be expected to result 
in a Material Adverse Effect; and

        (d)  after giving effect to the proposed Borrowing, (i) the 
Effective Amount of all Revolving Loans PLUS the Effective Amount of all 
L/C Obligations shall not exceed the Total Commitment, and (ii) the 
Effective Amount of all Offshore Currency Loans shall not exceed the 
Offshore Currency Commitment.

                                       SOLECTRON CORPORATION, as 
                                          Borrowers' Agent



                                       By:

                                       Title:

<PAGE>
                                EXHIBIT D

                FORM OF NOTICE OF CONVERSION/CONTINUATION




Date:  ______________



To:  Bank of America National Trust and Savings Association, as Agent

Ladies and Gentlemen:

     The undersigned, Solectron Corporation (the "COMPANY"), in its 
capacity as Borrowers' Agent, refers to the Credit Agreement, dated as 
of April 30, 1997 (as extended, renewed, amended or restated from time 
to time, the "CREDIT AGREEMENT"), among the Company, the "Additional 
Borrowers" from time to time party thereto, the several financial 
institutions from time to time party thereto (the "BANKS") and Bank of 
America National Trust and Savings Association, as Agent (the "AGENT"), 
the terms defined therein being used herein as therein defined, and 
hereby gives you notice irrevocably, pursuant to Section 2.04 of the 
Credit Agreement, of the [conversion] [continuation] of Loans specified 
below:

     1.  The Conversion/Continuation Date is ______________.

     2.  The aggregate amount of the Loans to be [converted] [continued] 
is $_______________.

     3.  The Loans are to be [converted into] [continued as] 
[Eurocurrency Loans][CD Rate Loans] [ABR Loans].

    [4.  The duration of the Interest Period for the [Eurocurrency 
Loans][CD Rate Loans] included in the [conversion] [continuation] shall 
be [____ months][____ days].]

     5.  The applicable Borrower is ______________.


     The undersigned hereby certifies that the following statement is 
true on the date hereof, and will be true on the proposed 
Conversion/Continuation Date:

     After giving effect to the proposed [conversion] [continuation], 
(i) the Effective Amount of all Revolving Loans PLUS the Effective 
Amount of all L/C Obligations shall not exceed the Total Commitment, and 
(ii) the Effective Amount of all Offshore Currency Loans shall not 
exceed the Offshore Currency Commitment.


                                     SOLECTRON CORPORATION, as 
                                        Borrowers' Agent


                                     By:

                                     Title:
<PAGE>

                                EXHIBIT E

                   FORM OF ADDITIONAL BORROWER NOTICE

To:  Solectron Corporation, as Borrowers' Agent
	
     The Banks party to the Credit 
     Agreement referred to below

     Re:  SOLECTRON CORPORATION

Ladies and Gentlemen:

     This Additional Borrower Notice is made and delivered pursuant to 
subsection 2.01(b) of the Credit Agreement, dated as of April 30, 1997 
(as amended, modified, renewed or extended from time to time, the 
"Credit Agreement"), among Solectron Corporation and each Additional 
Borrower party to the Credit Agreement (each a "Borrower" and, 
collectively, the "Borrowers"), the several financial institutions party 
to the Credit Agreement (the "Banks") and Bank of America National Trust 
and Savings Association, as Agent for the Banks, and reference is made 
thereto for full particulars of the matters described herein.  All 
capitalized terms used in this Additional Borrower Notice and not 
otherwise defined herein shall have the meanings assigned to them in the 
Credit Agreement.

     The Agent hereby notifies the Borrowers' Agent and the Banks that 
effective as of the date hereof [____________________] (the "Additional 
Borrower") may request Revolving Loans and Letters of Credit denominated 
in Offshore Currencies for its account on the terms and conditions set 
forth in the Credit Agreement.

     This Additional Borrower Notice shall constitute a Loan Document 
under the Credit Agreement.

                           BANK OF AMERICA NATIONAL TRUST AND SAVINGS 
                           ASSOCIATION, as Agent


                           By:
                           Title:

<PAGE>

                                EXHIBIT F

                  FORM OF LEGAL OPINION OF COMPANY'S COUNSEL



                              See attached.


<PAGE>





                                    May 1, 1997
	


Bank of America National Trust and Savings Association,
   as Agent
Agency Management Services #5596
1455 Market Street, 12th Floor
San Francisco, California 94103

and the Banks party to the Credit Agreement described below

RE:	CREDIT AGREEMENT DATED AS OF APRIL 30, 1997 BY AND AMONG SOLECTRON 
CORPORATION, THE BANKS NAMED THEREIN, AND BANK OF AMERICA NATIONAL TRUST 
AND SAVINGS ASSOCIATION, IN ITS CAPACITY AS AGENT 

Gentlemen:

We have acted as counsel to Solectron Corporation, a Delaware 
corporation (the "Company"), in connection with the negotiation of the 
Credit Agreement, dated as of April 30, 1997 (the "Credit Agreement") by 
and among the Company, the Banks named therein, and  Bank of America 
National Trust and Savings Association, not in its individual capacity, 
but solely in its capacity as Agent (the "Agent"), pursuant to which the 
Banks have agreed to lend up to $100,000,000 to the Company.  This 
opinion is delivered to you pursuant to Section 4.01(b) of the Credit 
Agreement.  Capitalized terms used herein and not defined shall have the 
meanings provided in the Credit Agreement.

In rendering the opinions expressed below, we have examined executed 
originals or copies of the following documents:

   (a)  the Credit Agreement;

   (b)  the Certificate of Incorporation of the Company; 

   (c)  the Bylaws of the Company; 

   (d)  records of proceedings of the Board of Directors of the Company 
during or by which resolutions were adopted relating to matters covered 
by this opinion;

   (e)  a Certificate of the Secretary of the Company, dated as of the 
date hereof, as to, among other things: (i) the incumbency and signature 
of certain officers of the Company; (ii) the Certificate of 
Incorporation of the Company; (iii) the Bylaws of the Company; and 
(iv) the adoption of certain resolutions by the directors of the 
Company; 

   (f)  (i) a certificate of the Secretary of State of the State of 
Delaware with respect to the standing of the Company as a corporation 
incorporated under the laws of the State of Delaware, (ii) a Certificate 
of the Secretary of State of the State of California with respect to the 
standing of Borrower as a foreign corporation qualified to do business 
in the State of California; and (iii) a tax status certificate from the 
Franchise Tax Board of the State of California;

   (g)  the certificate of certain officers of the Company as to certain 
factual matters;

   (h)  each of the documents listed on ANNEX A hereto (the "Reviewed 
Agreements").

In addition, we have examined and relied upon such corporate records of 
the Company as we have deemed necessary or appropriate for purposes of 
the opinions expressed below.  We have also relied upon and obtained 
from public officials and officers of the Company such other 
certificates and assurances as we consider necessary for the rendering 
of this opinion.

With your permission and without any verification by us, we have assumed 
the following for purposes of rendering the opinions set forth herein:

        (i)  The genuineness of all signatures, the legal capacity of 
all natural persons to execute and deliver documents, the authenticity 
and completeness of documents submitted to us as originals and the 
completeness and conformity with authentic original documents of all 
documents submitted to us as copies, and that all documents, books and 
records made available to us by the Company are accurate and complete.

       (ii)  That there are no agreements or understandings between or 
among the  Company, the Agent or the Banks or third parties which would 
expand, modify or otherwise affect the terms of the Credit Agreement or 
the respective rights or obligations of the parties thereunder and that 
the Credit Agreement correctly and completely sets forth the intent of 
all parties thereto.  

      (iii)  That all parties to the Credit Agreement (other than the 
Company) have filed all required franchise tax returns, if any, and paid 
all required taxes, if any, under the California Revenue & Taxation 
Code.

      (iv)  That the Credit Agreement has been duly authorized, executed 
and delivered by each of the Agent and the Banks to the extent each such 
party is contemplated to be a party thereto and that each of  the Agent 
and the Banks has full power, authority and legal right to enter into 
and perform the terms and conditions of the Credit Agreement to be 
performed by such person, and that the Credit Agreement constitutes a 
legal, valid and binding obligation of each such person, enforceable 
against it in accordance with its terms.

        (v)  That each Lender is either (i) a "Bank" as defined in and 
operating under that certain act known as the "Bank Act" approved March 
1, 1909, as amended, (ii) a bank created and operating under and 
pursuant to the laws of the State of California or of the United States 
or (iii) a foreign bank complying with the criteria set forth in Section 
1716 of the California Financial Code, as amended, and that the Banks 
are therefore exempt from the restrictions of Section 1 of Article XV of 
the California Constitution and related statutes relating to usury.

       (vi)  With respect to certain matters of fact, that the 
representations and warranties of the Company set forth in the Credit 
Agreement, the certificates of certain officers of the Company delivered 
to you in connection with the transactions contemplated by the Credit 
Agreement and the certificate of certain officers of the Company 
referred to in paragraph (g) above are true, correct and complete.

As used in this opinion, the expression "to our knowledge" or "known to 
us" with reference to matters of fact means that during the course of 
our representation of the Company in connection with the Credit 
Agreement, no information has come to the attention of the attorneys of 
our firm involved in this engagement which would give them actual 
knowledge of the existence or absence of such facts; provided, however, 
we have made no independent investigation to determine the existence or 
absence of such facts, and any limited inquiry undertaken by us during 
the preparation of this opinion should not be regarded as such an 
investigation.  We note that for purposes of paragraph 7 below only, 
attorneys of the firm involved in the engagement have made inquiry of 
Larry W. Sonsini and Steven E. Bochner as to their knowledge of 
proceedings against the Company in which this firm is currently 
providing legal representation.  No inference as to our knowledge of the 
existence or absence of any facts underlying any opinion given "to our 
knowledge" should be drawn from the fact of our representation of the 
Company.  Specifically, in rendering the opinion set forth in 
paragraph 5 below, we have not made any independent investigation of 
court records to determine whether any actions have been filed.

On the basis of the foregoing and in reliance thereon, and based upon 
examination of such questions of law as we have deemed appropriate, and 
subject to the assumptions, exceptions, qualifications, and limitations 
set forth herein, we advise you that in our opinion:

   1.  The Company is duly incorporated and validly existing as a 
corporation in good standing under the laws of the State of Delaware and 
is duly qualified to do business and is in good standing in the state of 
California..

   2.  The Company has the requisite corporate power and authority to 
enter into the Credit Agreement and to carry out the transactions 
contemplated thereby.

   3.  The execution and delivery by the Company of the Credit 
Agreement, and the performance by the Company of its obligations under 
the Credit Agreement, have been duly authorized by all necessary 
corporate action on the part of the Company.  
   4.  The Credit Agreement constitutes a valid and binding obligation 
of the Company, enforceable against the Company in accordance with its 
terms. 

   5.  The execution and delivery of  the Credit Agreement, the 
undertaking of the covenants set forth in the Credit Agreement and the 
borrowing of Loans in accordance with the Credit Agreement and repayment 
of any Loans by the Company do not (a) conflict with or violate the 
Bylaws or Certificate of Incorporation of the Company; (b) violate or 
contravene any United States federal or California state law, statute, 
rule or regulation applicable to the Company; (c) to our knowledge, 
violate or contravene any order, writ, judgment, decree, determination 
or award of any United States federal or California state governmental 
authority applicable to the Company; or (d) to our knowledge after 
reviewing the Reviewed Agreements, violate or result in a breach of or 
constitute any default under any Reviewed Agreement, or, to our 
knowledge, result in or require the creation or imposition of any lien 
on any of its properties or revenues pursuant to any provision of any 
United States federal or California state law, rule or regulation or any 
such contractual obligation.

   6.  No consents, approvals, authorizations, registrations, 
declarations or filings are required to be made or obtained by or in 
respect of the Company (or on its behalf) with or from any governmental 
or regulatory authority or agency of the United States or the State of 
California for the due authorization, execution and delivery by the 
Company of the Credit Agreement,  the undertaking of the covenants set 
forth in the Credit Agreement, the borrowing of Loans in accordance with 
the Credit Agreement or the repayment of any such Loans by the Company.

   7.  Except as disclosed in Schedule 3.06  to the Credit Agreement, to 
our knowledge, there are no actions or proceedings against the Company 
pending or overtly threatened in writing before any court, governmental 
agency or arbitrator which (a) seek to challenge the enforceability  of 
the Credit Agreement, or (b) we believe are reasonably likely to have a 
material adverse effect on the ability of the Company to perform its 
obligations under the Credit Agreement.

   8.  Neither the Company nor any domestic Subsidiary, is an 
"Investment Company" within the meaning of the Investment Company Act of 
1940.

Our opinions above are subject to the following qualifications:

   A.  We express no opinion as to any matter relating to laws of any 
jurisdiction other than the laws of the State of California, the General 
Corporation Law of the State of Delaware and the federal laws of the 
United States, as such are in effect on the date hereof, and we have 
made no inquiry into, and we express no opinion as to, the statutes, 
regulations, treaties, common laws or other laws of any other nation, 
state or jurisdiction.  As you know, we are not licensed to practice law 
in the State of Delaware and, accordingly, our opinions as to Delaware 
General Corporation Law are based solely on a review of the official 
statutes of the State of Delaware.  

   B.  We express no opinion as to (i) the effect of any bankruptcy, 
insolvency, reorganization, arrangement, fraudulent conveyance, mora-
torium or other laws relating to or affecting the rights of creditors 
generally, or (ii) the effect of general principles of equity, including 
without limitation, concepts of materiality, reasonableness, good faith 
and fair dealing, and the possible unavailability of specific 
performance, injunctive relief or other equitable relief, whether 
considered in a proceeding in equity or at law.

   C.  We express no opinion regarding any of (i) the rights or remedies 
available to any party for violations or breaches of any provisions 
which are immaterial or the enforcement of which would be unreasonable 
under the then existing circumstances, (ii) the rights or remedies 
available to any party for material violations or breaches which are the 
proximate result of actions taken by any party to the Credit Agreement 
other than the party against whom enforcement is sought, which actions 
such other party is not entitled to take pursuant to the Credit 
Agreement or which otherwise violate applicable laws, (iii) the rights 
or remedies available to any party which takes discretionary action 
which is arbitrary, unreasonable or capricious, or is not taken in good 
faith or in a commercially reasonable manner, whether or not the Credit 
Agreement permits such action, (iv) the effect of the exercise of 
judicial discretion, whether in a proceeding in equity or at law, 
(v) the enforceability of any provision deemed to be "unconscionable" 
within the meaning of Section 1670.5 of the California Civil Code, 
(vi) the enforceability of any provision authorizing the exercise of any 
remedy without reasonable notice and opportunity to cure, or (vii) the 
effect of any provision of the Credit Agreement purporting to give the 
Agent or the Banks the right to make any conclusive determination in its 
sole discretion.

   D.  We express no opinion as to the legality, validity, binding 
nature or enforceability of (i) any provisions in the Credit Agreement 
providing for the payment or reimbursement of costs or expenses or 
indemnifying a party, to the extent such provisions may be held 
unenforceable as contrary to public policy, (ii) any provision of the 
Credit Agreement insofar as it provides for the payment or reimbursement 
of costs and expenses or indemnification for claims, losses or 
liabilities in excess of a reasonable amount determined by any court or 
other tribunal, (iii) any provisions regarding a party's ability to 
collect attorneys' fees and costs in an action involving the Credit 
Agreement, if the party is not the prevailing party in such action (and 
we call your attention to the effect of Section 1717 of the California 
Civil Code, which provides that, where a contract permits one party 
thereto to recover attorneys' fees, the prevailing party in any action 
to enforce any provision of the contract shall be entitled to recover 
its reasonable attorneys' fees), (iv) any provisions of  the Credit 
Agreement imposing penalties or forfeitures, late payment charges or any 
increase in interest rate, upon delinquency in payment or the occurrence 
of a default to the extent they constitute a penalty or forfeiture or 
are otherwise contrary to public policy, (v) any rights of set-off, 
(vi) any provision of the Credit Agreement to the effect that a 
statement, certificate, determination or record shall be deemed 
conclusive absent manifest error (or similar effect), including, without 
limitation, that any such statement, certificate, determination or 
record shall be prima facie evidence of a fact, or (vii) any provision 
of the Credit Agreement which provides that notice not actually received 
may be binding on any party.

   E.  We express no opinion with respect to the legality, validity, 
binding nature or enforceability of (i) any vaguely or broadly stated 
waiver, including without limitation, the waivers of diligence, 
presentment, demand, protest or notice, or (ii) any waivers or consents 
(whether or not characterized as a waiver or consent in the Credit 
Agreement) relating to the rights of the Company or duties owing to it 
existing as a matter of law, including, without limitation, waivers of 
the benefits of statutory or constitutional provisions, to the extent 
such waivers or consents are found by courts to be against public policy 
or which are ineffective pursuant to California statutes and judicial 
decisions.

   F.  We express no opinion with respect to the legality, validity, 
binding nature or enforceability of any provision of the Credit 
Agreement to the effect that rights or remedies are not exclusive, that 
every right or remedy is cumulative and may be exercised in addition to 
any other right or remedy, that the election of some particular remedy 
or remedies does not preclude recourse to one or more other remedies or 
that failure to exercise or delay in exercising rights or remedies will 
not operate as a waiver of any such right or remedy.

   G.  We express no opinion as to any provision of the Credit Agreement 
requiring written amendments or waivers of such documents insofar as it 
suggests that oral or other modifications, amendments or waivers could 
not be effectively agreed upon by the parties or that the doctrine of 
promissory estoppel might not apply.

   H.  We express no opinion as to the applicability or effect of 
compliance or non-compliance by the Agent or the Banks with any state, 
federal or other laws applicable to the Agent or the Banks or to the 
transactions contemplated by the Credit Agreement because of the nature 
of its business, including its legal or regulatory status.

   I.  Our opinions set forth in paragraph 1 as to due incorporation, 
valid existence  and good standing are based solely on the certificates 
referenced in paragraph (f) above (originals or copies of which have 
been furnished to you).

   J.  Our opinion set forth in paragraph 3 as to the due execution of 
the Credit Agreement by the Company is based solely on representations 
made to us by the Company in the certificate referenced in paragraph (g) 
above.

   K.  We express no opinion as to the enforceability or legal effect of 
any provision of the Credit Agreement purporting to reinstate, as 
against any obligor or guarantor, obligations or liabilities of such 
obligor which have been avoided or which have arisen from transactions 
which have been rescinded or the payment of which has been required to 
be returned by any court of competent jurisdiction.

   L.  Our opinion in clauses (b) and (c) of paragraph 5 above is 
intended to express our opinion that the execution, delivery and 
performance by the Company of the Credit Agreement are neither 
prohibited by, nor do they subject The Company to a fine, penalty or 
similar sanction under or any law, rule, regulation of the State of 
California or United States federal law or any order, writ, judgment, 
decree, determination or award of any United States federal or 
California state governmental authority that a lawyer practicing in the 
State of California exercising customary professional diligence would 
reasonably recognize to be applicable to the Company and the 
transactions contemplated by the Credit  Agreement; accordingly, our 
opinions set forth above are limited to the foregoing.

   M.  This opinion speaks only at and as of its date and is based 
solely on the facts and circumstances known to us at and as of such 
date.  We express no opinion as to the effect on Agent's or any Bank's 
rights under the Credit Agreement of any statute, rule, regulation or 
other law which is enacted or becomes effective after, or of any court 
decision which changes the law relevant to such rights which is rendered 
after, the date of this opinion or the conduct of the parties following 
the closing of the contemplated transaction.  In addition, in rendering 
this opinion, we assume no obligation to revise or supplement this 
opinion should the present laws of the jurisdictions mentioned herein be 
changed by legislative action, judicial decision or otherwise.

This opinion is made with the knowledge and understanding that you (but 
no other person) may rely thereon in entering into the Credit Agreement 
and is solely for your benefit, and this opinion may not be disclosed to 
or relied upon by any person other than you, except that (i) this 
opinion may be disclosed to (A) bank regulatory and other governmental 
authorities having jurisdiction over you requesting (or requiring) such 
disclosure, and (B) prospective Eligible Assignees in connection with 
the potential transfer of all or part of the Loans or Commitments of any 
Bank, and (ii) this opinion may be relied upon by Eligible Assignees in 
the Loans if the assignments relating thereto are permitted under and 
made in accordance with the Credit Agreement; PROVIDED that in no event 
does this opinion extend to any issue or matter related to any such 
assignment or arising from or out of any such assignment (as distinct 
from the subject transaction).	

                                    Very truly yours,

                                    WILSON, SONSINI, GOODRICH & ROSATI
                                    Professional Corporation



<PAGE>
                                EXHIBIT G

                FORM OF ADDITIONAL BORROWER REQUEST AND
                          ASSUMPTION AGREEMENT                  



To:  Bank of America National Trust and
     Savings Association, as Agent

     Re:  SOLECTRON CORPORATION

Ladies and Gentlemen:

     This Additional Borrower Request and Assumption Agreement is made 
and delivered pursuant to Section 5.09 of the Credit Agreement, dated as 
of April 30, 1997 (as amended, modified, renewed or extended from time 
to time, the "Credit Agreement"), among Solectron Corporation (the 
"Company") and each Additional Borrower party to the Credit Agreement 
(each a "Borrower" and, collectively, the "Borrowers"), the several 
financial institutions party to the Credit Agreement (the "Banks") and 
Bank of America National Trust and Savings Association, as Agent for the 
Banks, and reference is made thereto for full particulars of the matters 
described herein.  All capitalized terms used in this Additional 
Borrower Request and Assumption Agreement and not otherwise defined 
herein shall have the meanings assigned to them in the Credit Agreement. 
 

     Each of ______________________ (the "Additional Borrower") and the 
Borrowers' Agent hereby confirms, represents and warrants to the Agent 
and the Banks that the Additional Borrower is a Subsidiary of the 
Company.

     The documents required to be delivered to the Agent under subsec-
tions 2.01(b) and 5.09(b) of the Credit Agreement will be furnished to 
the Agent in accordance with the requirements of the Credit Agreement.

     The parties hereto hereby confirm that with effect from the date 
hereof, the Additional Borrower shall have obligations, duties and 
liabilities towards each of the other parties to the Credit Agreement 
identical to those which the Additional Borrower would have had if the 
Additional Borrower had been an original party to the Credit Agreement 
as a Borrower.  The Additional Borrower confirms its acceptance of, and 
consents to, all representations and warranties, covenants, and other 
terms and provisions of the Credit Agreement.  

     The parties hereto hereby request that the Additional Borrower be 
entitled to request Revolving Loans and Letters of Credit, in each case 
denominated in Offshore Currencies, under the Credit Agreement, and 
understand, acknowledge and agree that neither the Additional Borrower 
nor the Borrowers' Agent on its behalf shall have any rights to request 
any Loans or to have any Letters of Credit issued for its account unless 
and until the effective date designated by the Agent in an Additional 
Borrower Notice delivered to the Borrowers' Agent and the Banks pursuant 
to subsection 2.01(b) of the Credit Agreement.  

     This Additional Borrower Request and Assumption Agreement shall 
constitute a Loan Document under the Credit Agreement.

     THIS ADDITIONAL BORROWER REQUEST AND ASSUMPTION AGREEMENT SHALL BE 
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF 
CALIFORNIA; PROVIDED THAT THE AGENT, THE ISSUING BANK AND THE BANKS 
SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

     IN WITNESS WHEREOF, the parties hereto have caused this Additional 
Borrower Request and Assumption Agreement to be duly executed and 
delivered by their proper and duly authorized officers as of the day and 
year first above written.

                                    [______________________]*


                                    By:
                                    Title:


                                    SOLECTRON CORPORATION, as 
                                     Borrowers' Agent


                                    By:
                                    Title:

* Insert name of Additional Borrower

<PAGE>

                                EXHIBIT H


                              ADDITIONAL BORROWERS: SEE SCHEDULE 1      
                              GUARANTOR: Solectron Corporation


               FORM OF CONTINUING GUARANTY (MULTICURRENCY)


To:  Bank of America National Trust
     and Savings Association, as Agent

II.  Definitions

   A.  "Agent" means Bank of America National Trust and Savings 
Association, in its capacity as agent for the "Banks" from time to time 
party to the Credit Agreement dated as of April 30, 1997, among 
Solectron Corporation, the "Additional Borrowers" party thereto, the 
Banks, and the Agent. 

   B.  "Additional Borrowers" means those subsidiaries of Guarantors set 
forth in SCHEDULE 1 hereto, as such schedule may be supplemented or 
amended in writing by Guarantors and agreed to by Agent.

   C.  "Guarantors" means the persons or entities signing this Guaranty 
as Guarantors.

   D.  "Indebtedness" means any and all indebtedness of Additional 
Borrowers under the Credit Agreement or any Loan Document, including but 
not limited to any and all Borrowings in Offshore Currencies, Letters of 
Credit, advances, debts, obligations, and liabilities of Additional 
Borrowers or any one or more of them, heretofore, now, or hereafter 
made, incurred or created, whether voluntary or involuntary and however 
arising, whether direct or acquired by any Bank by assignment or 
succession, whether due or not due, absolute or contingent, liquidated 
or unliquidated, determined or undetermined, and whether Additional 
Borrowers may be liable individually or jointly with others, or whether 
recovery upon such indebtedness may be or hereafter become barred by any 
statute of limitations, or whether such indebtedness may be or hereafter 
become otherwise unenforceable.

   E.  "Judgment Currency" means the currency in which any judgment on 
any claim arising under or related to this Guaranty is denominated.

   F.  "Obligation Currencies" means the currencies in which the 
Indebtedness is denominated.

   G.  The "U.S. Dollar Equivalent" of any amount denominated in any 
currency other than U.S. Dollars shall be calculated at the spot rate 
for the purchase of the other currency with U.S. Dollars quoted by Agent 
in San Francisco, California, at approximately 8:00 a.m. on the date for 
determination specified in this Guaranty.

III. For valuable consideration, Guarantors jointly and severally 
unconditionally guarantee and promise to pay to Agent for the benefit of 
the Banks or order, on demand, at the place for payment of the 
Indebtedness or at such other location as Agent may designate:

   A.  any and all Indebtedness of Additional Borrowers, in the 
Obligation Currencies, or

   B.  if Agent so notifies Guarantors in writing, at Agent's sole and 
absolute discretion, the greater of:  (i) the U.S. Dollar Equivalent of 
the Indebtedness or any portion thereof, determined as of the date or 
dates the Indebtedness was loaned to or incurred by Additional 
Borrowers, or (ii) such U.S. Dollar Equivalent determined as of the date 
payment is made.

IV.  (a)  The liability of Guarantors under this Guaranty (exclusive of 
liability under any other guaranties executed by Guarantors) shall not 
exceed at any time the total of (i) ____________ U.S. Dollars (U.S. 
$__________) for the sum of the principal amount of any Indebtedness 
denominated in U.S. Dollars and the U.S. Dollar Equivalent of the 
principal amount of any Indebtedness denominated in an Obligation 
Currency other than U.S. Dollars, determined as of the date or dates 
such principal amount was loaned to or incurred by Additional Borrowers, 
and (ii) all interest, fees, costs, expenses, payments, and indemnities 
relating to or arising out of this Guaranty or the Indebtedness or such 
part of the Indebtedness as shall not exceed the foregoing limitation.

   A.  Agent may permit the Indebtedness to exceed Guarantors' 
liability, and may apply any amounts received from any source, other 
than from Guarantors, to the unguaranteed portion of the Indebtedness.  
This is a continuing guaranty relating to any Indebtedness, including 
that arising under successive transactions which shall either continue 
the Indebtedness or from time to time renew it after it has been 
satisfied.

   B.  Any payment by Guarantors shall reduce their maximum obligation 
hereunder only to the extent that any payment constitutes a payment of 
principal, and only if written notice to the effect that the amount of 
principal paid reduces Guarantors' maximum obligation hereunder is 
actually received by Agent at or prior to the time of such payment.  If 
such principal payment is made in a currency other than U.S. Dollars, 
the amount of any reduction of Guarantors' maximum obligation hereunder 
shall be the lesser of:  (i) the U.S. Dollar Equivalent of such 
principal payment determined as of the date or dates the principal 
Indebtedness being paid was loaned to or incurred by Additional 
Borrowers, or (ii) such U.S. Dollar Equivalent as of the date such 
principal payment is made.

   C.  The entry of any judgment against Guarantors of their obligations 
hereunder shall reduce their maximum obligation hereunder in an amount 
equal to the sum of the portion of the amount of such judgment 
representing principal amounts of Indebtedness denominated in U.S. 
Dollars, and the lesser of:  (i) the U.S. Dollar Equivalent of each 
principal amount of Indebtedness denominated in an Obligation Currency 
other than U.S. Dollars included in such judgment, determined as of the 
date or dates such amount was loaned to or incurred by Additional 
Borrowers, or (ii) such U.S. Dollar Equivalent determined as of the date 
of entry of such judgment.

V.   Intentionally Omitted.

VI.  (a)  If any claim arising under or related to this Guaranty is 
reduced to a judgment denominated in a Judgment Currency other than the 
Obligation Currency, the judgment shall be for the greater of (i) the 
equivalent in the Judgment Currency of the amount of the claim 
denominated in the Obligation Currency (or each Obligation Currency, if 
more than one) included in the judgment, determined as of the date or 
dates the Indebtedness related to such claim was loaned to or incurred 
by Additional Borrowers, or (ii) such equivalent determined as of the 
date of entry of such judgment.  The equivalent of any Obligation 
Currency amount in any Judgment Currency shall be calculated at the spot 
rate for the purchase of the Obligation Currency with the Judgment 
Currency quoted by Agent in San Francisco, California, at approximately 
8:00 a.m. on the date for determination specified above.

   A.  Guarantors shall indemnify Agent and each Bank against and hold 
Agent and each Bank harmless from all loss and damage resulting from any 
change in exchange rates between the date any claim is reduced to 
judgment and the date of payment (or, in the case of partial payments, 
the date of each partial payment) thereof by Guarantors.  This indemnity 
shall constitute an obligation separate and independent from the other 
obligations contained in this Guaranty, shall give rise to a separate 
and independent cause of action, shall apply irrespective of any 
indulgence granted by Agent from time to time, and shall continue in 
full force and effect notwithstanding any judgment or order for a 
liquidated sum in respect of an amount due hereunder or under any 
judgment or order.

VII. (a)  Guarantors represent and warrant that all payments under or in 
respect of this Guaranty are exempt from tax other than taxes on net 
income imposed by the country or any subdivision of the country in which 
any Bank's principal office or actual lending office is located.

   A.  (i)  If any taxes (other than taxes on net income (A) imposed by 
the country or any subdivision of the country in which any Bank's 
principal office or actual lending office is located and (B) measured by 
the United States taxable income such Bank would have received if all 
payments under or in respect of this Guaranty were exempt from taxes 
levied by Guarantors' country) are at any time imposed on any payments 
under or in respect of this Guaranty including, but not limited to, 
payments made pursuant to this paragraph, Guarantors shall pay all such 
taxes and shall also pay to such Bank, on demand, all additional amounts 
which such Bank specifies as necessary to preserve the after-tax yield 
such Bank would have received if such taxes had not been imposed.

          1.  The additional amounts necessary to preserve the after-tax 
yield such Bank would have received if such taxes had not been imposed 
shall be calculated pursuant to the formula:

                        (w)(t)(i)
                  y = -------------
                         1-w-t

     where the terms are defined as follows:

     y = additional payment to be made to Bank 

     w = withholding tax rate levied by foreign government

     t = Bank's combined Federal and state tax rate

     i - stated interest to be paid on Indebtedness
				(base rate plus quoted spread)

     1 = one

   B.  Guarantors will provide Agent with original tax receipts, 
notarized copies of tax receipts, or such other documentation as will 
prove payment of tax in a court of law applying the United States 
Federal Rules of Evidence, for all taxes paid by Guarantors pursuant to 
subparagraph (b) above Guarantors will deliver receipts to Agent within 
30 days after the due date for the related tax.

VIII. The obligations hereunder are joint and several, and independent 
of the obligations of Additional Borrowers, and shall not be affected by 
any acts of any governmental authority affecting Additional Borrowers, 
including but not limited to any restrictions on the conversion of 
currency or repatriation or control of funds or any total or partial 
expropriation of Additional Borrowers' property, or by economic, 
political, regulatory, or other events in the countries where Additional 
Borrowers are located.  A separate action or actions may be brought and 
prosecuted against Guarantors whether action is brought against 
Additional Borrowers or whether Additional Borrowers be joined in any 
such action or actions; and Guarantors waive the benefit of any statute 
of limitations affecting their liability hereunder.

IX.  Guarantors authorize Agent and each Bank, without notice or demand 
and without affecting their liability hereunder, from time to time, 
either before or after revocation hereof, to (a) renew, compromise, 
extend, accelerate, or otherwise change the time for payment of, or 
otherwise change the terms of the Indebtedness or any part thereof, 
including increase or decrease of the rate of interest thereon; (b) 
receive and hold security for the payment of this Guaranty or any of the 
Indebtedness, and exchange, enforce, waive, release, fail to perfect, 
sell, or otherwise dispose of any such security; (c) apply such security 
and direct the order or manner of sale thereof as Agent in its 
discretion may determine; and (d) release or substitute any one or more 
of the endorsers or guarantors.

X.   Guarantors waive any right to require Agent to (a) proceed against 
Additional Borrowers; (b) proceed against or exhaust any security held 
from Additional Borrowers; or (c) pursue any other remedy in Agent's 
power whatsoever.  Guarantors waive any defense arising by reason of any 
disability or other defense of Additional Borrowers, or the cessation 
from any cause whatsoever of the liability of Additional Borrowers, or 
any claim that Guarantors' obligations exceed or are more burdensome 
than those of Additional Borrowers.  Until the Indebtedness shall have 
been paid in full, even though the Indebtedness is in excess of 
Guarantors' liability hereunder, Guarantors waive any right of 
subrogation, reimbursement, indemnification, and contribution 
(contractual, statutory, or otherwise) including, without limitation, 
any claim or right of subrogation under the Bankruptcy Code (Title 11, 
United States Code) or any successor statute, arising from the existence 
or performance of this Guaranty, and Guarantors waive any right to 
enforce any remedy which Agent now has or may hereafter have against 
Additional Borrowers and waive any benefit of, and any right to 
participate in, any security now or hereafter held by Agent. Guarantors 
waive all presentments, demands for performance, notices of 
nonperformance, protests, notices of protest, notices of dishonor, and 
notices of acceptance of this Guaranty and of the existence, creation, 
or incurring of new or additional Indebtedness.

XI.  (a)  Guarantors understand and acknowledge that if Agent 
forecloses, either by judicial foreclosure or by exercise of power of 
sale, any deed of trust securing the Indebtedness, that foreclosure 
could impair or destroy any ability that Guarantors may have to seek 
reimbursement, contribution, or indemnification from Additional 
Borrowers or others based on any right Guarantors may have of 
subrogation, reimbursement, contribution, or indemnification for any 
amounts paid by Guarantors under this Guaranty.  Guarantors further 
understand and acknowledge that in the absence of this paragraph, such 
potential impairment or destruction of Guarantors' rights, if any, may 
entitle Guarantors to assert a defense to this Guaranty based on Section 
580d of the California Code of Civil Procedure as interpreted in UNION 
AGENT V. GRADSKY, 265 Cal. App. 2d. 40 (1968).  By executing this 
Guaranty, Guarantors freely, irrevocably, and unconditionally:  
(i) waive and relinquish that defense and agree that Guarantors will be 
fully liable under this Guaranty even though Agent may foreclose, either 
by judicial foreclosure or by exercise of power of sale, any deed of 
trust securing the Indebtedness; (ii) agree that Guarantors will not 
assert that defense in any action or proceeding which Agent may commence 
to enforce this Guaranty; (iii) acknowledge and agree that the rights 
and defenses waived by Guarantors in this Guaranty include any right or 
defense that Guarantors may have or be entitled to assert based upon or 
arising out of any one or more of Sections 580a, 580b, 580d, or 726 of 
the California Code of Civil Procedure or Section 2848 of the California 
Civil Code; and (iv) acknowledge and agree that Agent is relying on this 
waiver in creating the Indebtedness, and that this waiver is a material 
part of the consideration which Agent is receiving for creating the 
Indebtedness.

   A.  Guarantors waive any rights and defenses that are or may become 
available to Guarantors by reason of Sections 1432 to 3433, inclusive, 
of the California Civil Code.

   B.  Guarantors waive all rights and defenses that Guarantors may have 
because any of the Indebtedness is secured by real property.  This 
means, among other things:  (i) Agent may collect from Guarantors 
without first foreclosing on any real or personal property collateral 
pledged by Additional Borrowers; and (ii) if Agent forecloses on any 
real property collateral pledged by Additional Borrowers:  (1) the 
amount of the Indebtedness may be reduced only by the price for which 
that collateral is sold at the foreclosure sale, even if the collateral 
is worth more than the sale price, and (2) Agent may collect from 
Guarantors even if Agent, by foreclosing on the real property 
collateral, has destroyed any right Guarantors may have to collect from 
Additional Borrowers.  This is an unconditional and irrevocable waiver 
of any rights and defenses Guarantors may have because any of the 
Indebtedness is secured by real property.  These rights and defenses 
include, but are not limited to, any rights or defenses based upon 
Section 580a, 580b, 580d, or 726 of the California Code of Civil 
Procedure.

   C.  Guarantors waive any right or defense they may have at law or 
equity, including California Code of Civil Procedure Section 580a, to a 
fair market value hearing or action to determine a deficiency judgment 
after a foreclosure.

   D.  No provision or waiver in this Guaranty shall be construed as 
limiting the generality of any other waiver contained in this Guaranty.

XII. Guarantors acknowledge and agree that they shall have the sole 
responsibility for obtaining from Additional Borrowers such information 
concerning Additional Borrowers' financial conditions or business 
operations as Guarantors may require, and that Agent has no duty at any 
time to disclose to Guarantors any information relating to the business 
operations or financial conditions of Additional Borrowers.

XIII. To secure all of Guarantors' obligations hereunder, Guarantors 
assign and grant to Agent a security interest in all moneys, securities, 
and other property of Guarantors now or hereafter in the possession of 
Agent, all deposit accounts of Guarantors maintained with Agent, and all 
proceeds thereof.  Upon default or breach of any of Guarantors' 
obligations to Agent, Agent may apply any deposit account to reduce the 
Indebtedness, and may foreclose any collateral as provided in the 
Uniform Commercial Code and in any security agreements between Agent and 
Guarantors.

XIV. Any obligations of Additional Borrowers to Guarantors, now or 
hereafter existing, including but not limited to any obligations to 
Guarantors as subrogees of Agent or resulting from Guarantors' 
performance under this Guaranty, are hereby subordinated to the 
Indebtedness.  Such obligations of Additional Borrowers to Guarantors if 
Agent so requests shall be enforced and performance received by 
Guarantors as trustees for Agent, and the proceeds thereof shall be paid 
over to Agent on account of the Indebtedness, but without reducing or 
affecting in any manner the liability or Guarantors under the other 
provisions of this Guaranty.

XV.  This Guaranty may be revoked at any time by Guarantors in respect 
to future transactions, unless there is a continuing consideration as to 
such transactions which Guarantors do not renounce.  Such revocation 
shall be effective upon actual receipt by Agent, at the address shown 
below or at such other address as may have been provided to Guarantors 
by Agent, of written notice of revocation.  Revocation shall not affect 
any of Guarantors' obligations or Agent's rights with respect to 
transactions which precede Agent's receipt of such notice, regardless of 
whether or not the Indebtedness related to such transactions, before or 
after revocation, has been renewed, compromised, extended, accelerated, 
or otherwise changed as to any of its terms, including time for payment 
or increase or decrease of the rate of interest thereon, and regardless 
of any other act or omission of Agent authorized hereunder.  Revocation 
by any one or more of Guarantors shall not affect any obligations of any 
nonrevoking Guarantors.  If this Guaranty is revoked, returned, or 
canceled, and subsequently any payment or transfer of any interest in 
property by Additional Borrowers to Agent is rescinded or must be 
returned by Agent to Additional Borrowers, this Guaranty shall be 
reinstated with respect to any such payment or transfer, regardless of 
any such prior revocation, return, or cancellation.

XVI. Where any one or more of Additional Borrowers are corporations, 
partnerships, or limited liability companies, it is not necessary for 
Agent to inquire into the powers of Additional Borrowers or of the 
officers, directors, partners, members, managers, or agents acting or 
purporting to act on their behalf, and any Indebtedness made or created 
in reliance upon the professed exercise of such powers shall be 
guaranteed hereunder.

XVII. Guarantors authorize Agent to verity or check any information 
given by Guarantors to Agent, check Guarantors' credit references, 
verify employment, and obtain credit reports (including any individual 
general partner of any Guarantor and including any Guarantor's spouse 
and any such general partner's spouse if such Guarantor or such general 
partner is married and lives in a community property state).

XVIII. Agent may, without notice to Guarantors and without affecting 
Guarantors' obligations hereunder, assign the Indebtedness and this 
Guaranty, in whole or in part. Guarantors agree that Agent may disclose 
to any assignee or purchaser, or any prospective assignee or purchaser, 
of all or part of the Indebtedness any and all information in Agent's 
possession concerning Guarantors, this Guaranty, and any security for 
this Guaranty.

XIX. Guarantors agree to pay all reasonable attorneys' fees, including 
allocated costs of Agent's in-house counsel, and all other costs and 
expenses which may be incurred by Agent (a) in the enforcement of this 
Guaranty or (b) in the preservation, protection, or enforcement of any 
rights of Agent in any case commenced by or against Guarantors under the 
Bankruptcy Code (Title 11, United States Code) or any similar or 
successor statute.

XX.  Where there is but a single Borrower, or where a single Guarantor 
executes this Guaranty, then all words used herein in the plural shall 
be deemed to have been used in the singular where the context and 
construction so require; and when there is more than one Borrower named 
herein, or when this Guaranty is executed by more than one Guarantor, 
the words "Additional Borrowers" and "Guarantors" respectively shall 
mean all and any one or more of them.

XXI. This Guaranty shall be governed by and construed according to the 
laws of the State of California, United States of America, to the 
jurisdiction of which State the parties hereto submit.

XXII. (a)  Any controversy or claim between or among the parties, 
including but not limited to those arising out of or relating to this 
Guaranty or any agreements or instruments relating hereto or delivered 
in connection herewith and any claim based on or arising from an alleged 
tort, shall at the request of any party be determined by arbitration.  
The arbitration shall be conducted in accordance with the United States 
Arbitration Act (Title 9, U.S. Code), notwithstanding any choice of law 
provision in this Guaranty, and under the Commercial Rules of the 
American Arbitration Association ("AAA").  The arbitrators shall give 
effect to statutes of limitation in determining any claim, except as 
expressly waived hereunder by Guarantors.  Any controversy concerning 
whether an issue is arbitrable shall be determined by the arbitrators.  
Judgment upon the arbitration award may be entered in any court having 
jurisdiction.  The institution and maintenance of an action for judicial 
relief or pursuit of a provisional or ancillary remedy shall not 
constitute a waiver of the right of any party, including the plaintiff, 
to submit the controversy or claim to arbitration if any other party 
contests such action for judicial relief.

   A.  Notwithstanding the provisions of subparagraph (a), no 
controversy or claim shall be submitted to arbitration without the 
consent of all parties if, at the time of the proposed submission, such 
controversy or claim arises from or relates to an obligation to Agent 
which is secured by real property collateral located in California. If 
all parties do not consent to submission of such a controversy or claim 
to arbitration, the controversy or claim shall be determined as provided 
in subparagraph (c).

   B.  A controversy or claim which is not submitted to arbitration as 
provided and limited in subparagraphs (a) and (b) shall, at the request 
of any party, be determined by a reference in accordance with California 
Code of Civil Procedure Sections 638 ET SEQ.  If such an election is 
made, the parties shall designate to the court a referee or referees 
selected under the auspices of the AAA in the same manner as arbitrators 
are selected in AAA-sponsored proceedings.  The presiding referee of the 
panel, or the referee if there is a single referee, shall be an active 
attorney or retired judge.  Judgment upon the award rendered by such 
referee or referees shall be entered in the court in which such 
proceeding was commenced in accordance with California Code of Civil 
Procedure Sections 644 and 645.

   C.  No provision of this paragraph shall limit the right of any party 
to this Guaranty to exercise self-help remedies such as setoff, to 
foreclose against or sell any real or personal property collateral or 
security, or to obtain provisional or ancillary remedies from a court of 
competent jurisdiction before, after, or during the pendency of any 
arbitration or other proceeding.  The exercise of a remedy does not 
waive the right of either party to resort to arbitration or reference.  
At Agent's option, foreclosure under a deed of trust or mortgage may be 
accomplished either by exercise of power of sale under the deed of trust 
or mortgage or by judicial foreclosure.


Executed this _____ day of ______________, 19___.

Witnessed


______________________________     ________________________
Witness
______________________________     ________________________
Address                            Print Name
                                   ________________________
                                   Address

______________________________
Witness
______________________________     ________________________
Address                            Print Name
                                   ________________________
                                   Address


Address for notices to Agent:	Address for notices to Guarantors:
______________________________   ________________________
______________________________   ________________________
______________________________   ________________________


<PAGE>
                               Schedule 1

                          ADDITIONAL BORROWERS




     *Insert name of Additional Borrower