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                                                                 Exhibit 10.18

                                   1 June 1999
                        Manufacturing Services Agreement
                       (Venice Printed Circuit Assemblies)

Hewlett-Packard Singapore Pte Ltd         Manufacturers' Services S'pore Pte Ltd
450 Alexandra Road                        No 12, Street 65,
12th Floor                                Ang Mo Kio Industrial Park 3
Singapore 119960                          Singapore 569060

This Agreement is effective this 1st day of June 1999 ("Effective Date") by and
between Hewlett-Packard Singapore (Pte) Ltd; (herein referred to as "HP") and
MANUFACTURERS' SERVICES SINGAPORE PTE LTD (herein referred to as "CM").

PREAMBLE

Whereas, CM is in the business of performing assembly services, testing and
other manufacturing related operations for the product(s) defined in Schedule 1
("the Products") and;

Whereas HP is desirous of entering into an manufacturing services agreement with
CM under terms and conditions set forth below:

1.    TERM


      This Agreement shall be in effect from the Effective Date and shall be
      valid for a period of 2 years ("Term"). Thereafter, annual renewals of
      this Agreement shall be by mutual written consent of both parties.


2.    SCOPE OF SERVICES

      During the Term of this Agreement, CM shall manufacture the Products in
      accordance with the specifications set out in Schedule 1, 6, 8 and supply
      those Products exclusively to HP, and HP shall purchase such volumes of
      the Products as to be ordered by HP from time to time.

      CM shall perform the following manufacturing services:

      (a) Assembly
      (b) Testing
      (c) Packaging and delivery
      (d) Service support

3.    DEFINITION OF SERVICES

      Assembly:
      The process of joining together components in accordance with process
      flow, written process, technical requirement and visual inspection
      criteria.

---------------------
[*] = Information redacted pursuant to a confidential treatment request.
An unredacted version of this exhibit has been filed separately with the
Commission.

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      The process of testing electrical performance where required to meet the
      product's electrical specifications.

      Packaging and Delivery:
      The process of packaging the product as defined in the assembly procedure
      specified in Schedule 6.


      Service Support:
      The process of supplying service assemblies specified in Schedule 9
      between the product manufacturing release date and the end of the GMS
      period, defined as [*] after the product End-Of-Life.


4.    FORECAST AND ORDERS

      Subject to this clause, the process for forecasting and ordering
      (including CM's response to orders) the Products shall be in accordance
      with Schedule 2.

      4.1   Forecast


            Throughout the Term of this Agreement, HP shall provide CM with an
            advanced non-cancellable [*] order and a rolling forecast of
            projected demand for each model of the Products. Such rolling
            forecast shall be for at least [*] although HP may forecast for up
            to [*].


      4.2   Purchase Order


            HP shall provide the purchase order for the following [*].


            Purchase orders must contain the following terms:
            (a) the name and product number of the Product ordered
            (b) the minimum quantities per Product and multiples thereof;
            (c) delivery instructions, including requested delivery schedule.
                (shipping destination will be provided separately)
            (d) purchase order number and contract number, date of order, name
                and title of HP's representative, invoice-to address, order
                acknowledgement address and any special instructions.

      4.3   Response Time


            CM shall respond within [*] working days after the receipt of the
      Purchase Order.


5.    MATERIALS MANAGEMENT

      Materials required for the manufacture of the Products shall:

      (a) be supplied to CM by HP on consignment; and/or
      (b) obtained by CM from vendors approved by HP ("turnkey")

      Such consigned/turnkey materials are specified in Schedule 3.


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      5.1   Materials on Consignment

            Where materials are supplied by HP on consignment:

            (a)   CM shall be responsible for all forwarding and brokerage costs
                  and customs duties or user fees. CM shall also assist HP with
                  all import formalities and obtain customs clearance for such
                  consigned materials.

            (b)   As long as CM continues to have possession of the material
                  supplied by HP, HP shall retain legal title to all such
                  materials supplied. In the event such materials are used even
                  with loss of identity, the legal title to the resultant
                  products shall remain in HP.

            (c)   CM shall submit to HP on a monthly basis, a report on the
                  balance of consigned materials in the possession and control
                  of CM at its premises in an agreed format.

            (d)   HP reserves the right to perform a periodic statistical audit
                  of CM's physical inventory.

            (e)   Upon termination of this Agreement and/or business
                  relationship for whatever reasons, CM shall return the
                  remaining quantity of consigned materials to HP in good
                  condition.

      5.2   Materials on Turnkey

            Where materials are obtained by CM from vendors approved by HP:

            (a)   CM shall purchase materials only from HP approved vendors in
                  the Approved Vendors List ("AVL") set out in Schedule 4.

            (b)   Any changes in vendors, parts specifications and processes
                  shall be subject to HP's review and written approval.

            (c)   CM shall plan for the turnkey materials required according to
                  HP's forecast and communicate the requirements to the approved
                  vendors based on the AVL allocation percentage determined by
                  HP.

            (d)   CM shall verify the quality and quantity of each receipt of
                  materials from suppliers. CM shall take a proactive role to
                  initiate corrective actions for any non-conformance to
                  material specification.

            (e)   CM shall have the full ownership and accountability of
                  delivery, quality and cost

            (f)   CM shall submit to HP on a monthly basis, a report on the
                  balance of turnkey materials in the possession and control of
                  CM on its premises and the quantity and leadtime and value of
                  open purchase orders of turnkey materials in an agreed format.

            (g)   CM shall obtain authorisation from HP for the purchase of very
                  long component lead times or industry parts allocations, in
                  excess of the stated cumulative lead-


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                  time. All exception buy agreements shall be dated and written
                  and shall specify the part numbers and description of
                  materials to be purchased, the assembly that the materials are
                  to be used in, and the maximum liability.

6.    MATERIALS LIABILITY

      6.1   Planned End-Of-Life


            HP shall provide [*] notice before any planned Product End-Of-Life.
            HP and CM shall each endeavour to avoid or to minimise any materials
            liability for both HP (consignment) and CM (turnkey) controlled
            materials.


      6.2   Unplanned EOL

            In the event of an unplanned End-Of-Life, CM shall take all
            reasonable steps to reduce outstanding excess materials exposure and
            liability. All eventual materials liability must be clearly
            documented and justified.

            HP shall be liable for the materials purchased for purchase orders
            that have been issued to CM, as well as those that have been
            purchased/ordered outside the period of HP's orders due to long lead
            time. HP shall not be liable for any excess material purchased by
            CM.

      6.3   Build Plan Reduction outside Materials Lead-times

            HP shall not be liable for any material exposure in the event of a
            build plan reduction that is beyond the lead-times of components.

      6.4   Build Plan Changes within Materials Lead-times

            In the event of a change in build plan within lead-time, CM shall
            take all reasonable steps to reduce outstanding excess materials
            exposure and liability. HP shall be liable only for inventory that
            is purchased/ordered within the material lead-time.

      6.5.  HP shall be liable for any material exposure in the event of a PCO
            implementation that is beyond the leadtime of the components

      6.6   Exposure Reduction

            CM shall strive to continuously reduce the lead-time of the
            components and the logistic flow between the assemblies so as to
            reduce the material exposure and improve response time for material
            assembly.

7.    OPERATING SUPPLIES

      7.1   CM shall provide operating supplies as required in the manufacturing
            process. HP shall provide on consignment all indirect materials
            unique to HP.

      7.2   Any changes to the use of operating supply materials and/or the
            supplier shall require written approval from HP. Operating supplies
            which require approval include but shall not be limited to oils,
            paper for printer testing and label printing ink ribbons.


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      7.3   Upon termination of this Agreement and/or business relationship for
            whatever reasons, CM shall return the remaining consigned indirect
            materials to HP in good condition.

8.    EQUIPMENT AND TOOLING

      8.1   CM shall supply all standard production tooling and fixture
            requirements defined in Schedule 5A.

      8.2   HP shall provide unique process equipment and spare/replacement
            parts associated with the manufacturing process as defined in
            Schedule 5B. HP shall have full ownership of all equipment and tools
            exclusively paid for by HP but under CM possession. Schedule 5B
            shall be updated whenever there is any change in the list of
            equipment and tooling consigned to CM.

      8.3   CM and its suppliers shall maintain and repair the unique process
            equipment.

      8.4   In the event that CM considers it necessary to renew any HP unique
            tools or to add alterations to the existing tools to meet HP's
            specifications or request, CM shall notify HP for approval at least
            two (2) months prior to the actual implementation. HP shall not
            withhold the approval unreasonably.

      8.5   CM shall qualify all new tools/fixture and obtain HP's written
            approval before they are used in CM's production line. CM shall send
            HP a copy of its qualification report to HP. In the event that HP
            does not concur with CM's qualification result, HP has the right to
            reject the use of new tools until corrective actions are taken.

      8.6   CM shall calibrate all equipment and tools according to the
            procedures specified by manufacturers or as per HP requirements. A
            calibration report must be filed and made available to HP upon
            request.

      8.7   CM shall not sell, assign, sublet, pledge, hypothecate or otherwise
            encumber or suffer a lien upon or against any interest in this
            Agreement any unique equipment or tools mentioned herein, or alter,
            or remove the equipment or tools, from the place of installation
            without HP's prior written consent, which consent shall not be
            unreasonably withheld.

      8.8   In the event that this Agreement is terminated for whatever cause,
            CM shall pack the applicable equipment and tools for shipment in
            accordance with manufacturers' specifications and shall return in
            the same condition as when delivered to CM, fair wear and tear
            excepted, to a location to be specified by HP at HP cost.

            HP is responsible for PCA ICT test and Top level test software
            upgrades.

9.    PROPERTY

      9.1   HP shall at all times retain all right, title and interest in HP
            property, including but not limited to materials, operating supplies
            and equipment and tooling, consigned to CM.

      9.2   HP shall conduct physical inventory audits of all HP property such
            as consigned equipment / tooling and components located at CM
            Premises at no cost to HP.


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      9.3   Upon HP's request, or the expiration or sooner determination of this
            agreement, CM shall return all HP property to HP in good condition;
            normal wear and tear excluded. All return costs shall be borne by
            HP.

10.   STAFFING

      10.1  CM shall maintain sufficient personnel to support the business and
            ensure that its assembled products conform to HP's specifications
            and quality standards.

      10.2  To be deleted.

      10.2  HP shall provide the necessary training required at start-up, free
            of charge to CM employees. CM shall carry out any subsequent
            training and maintain verifiable training records.

      10.3  In the event training of CM employees is conducted in HP's premises
            in Singapore, CM shall pay for all expenses incurred by CM
            employees, in attending the training in Singapore.

      10.4  In the event HP sends personnel to CM to assist in the start-up, HP
            shall pay for all expenses incurred by HP employees.

11.   ENGINEERING AND ASSEMBLY

      11.1  The process and specifications for the assembly and engineering of
            the Products shall be as described in Schedule 6 and shall be
            governed by the terms and conditions therein. (Schedule 6 will be
            revised quarterly if there is changes)

12.   CHANGE ORDERS

      12.1  HP shall be entitled to change its specifications subject to
            issuance of a Production Change Order (PCO). Such change shall be
            effective from the date of the PCO, subject to an agreed
            implementation schedule and there is no consequent increase the
            costs of services.

      12.2  In the event the PCO increases the cost of services, the parties are
            entitled to renegotiate for higher service charges payable. if the
            parties are unable to agree to an adjustment in service charges, HP
            may withdraw its PCO or alternatively exercise its right of
            termination under the Agreement provided HP pays all attendant costs
            involved in terminating the Agreement including unused materials and
            spare parts.

13.   PRODUCTION VOLUME

      13.1  Both parties shall comply with the production ramp profile for new
            top level assemblies and yield expectations for Printed Circuit
            Assemblies(PCA) as determined by HP and CM as set out in Schedule 7.

            (a)   Production volume shall mean the projected quantity ordered by
                  customers.
            (b)   Due to changes in production volume, the production capacity
                  flexibility shall be as follows:


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               o     [*]
               o     [*]
               o     [*]

            CM shall respond to [*] of installed capacity with a lead-time of
            [*].


      13.2  In the event changes are beyond the above limits, HP and CM shall
            review and discuss on the necessary actions to be taken.


      13.3  In the case of volume ramp down or discontinuance, HP shall provide
            [*] notice.


14.   COST REDUCTION

      14.1  CM shall actively pursue cost reduction from the onset of initial
            production.

      14.2  Cost reduction shall be achieved in areas including but not limited
            to process improvements, material cost reductions, redesigning,
            improved manufacturing efficiency, packaging recycling,
            transportation, yields, localisation and automation.


      14.3  In the event that changes in the assembly processes result in
            significant productivity, HP and CM shall [*]. HP and CM shall agree
            on all process adjustments.


      14.4  CM shall fulfil all the cost goals and roll-in timelines as set out
            in Schedule 7.

15.   QUALITY

      Subject to this clause, quality specifications, requirements and standards
      for the Products shall be as defined in Schedules 6 and 8.

      15.1  CM shall ensure that the finished Products satisfy HP
            specifications, quality and reliability standards by appropriate
            agreed-upon test methods. HP shall ensure that current revision of
            specifications and test methods are made available to CM.

      15.2  HP shall ensure that any changes in specifications are updated with
            current revisions and CM informed of the changes.

      15.3  CM shall maintain a quality system that meets 1S09002 standards.

      15.4  CM shall ensure compliance in all areas to the current version of HP
            Workmanship Specification for ESD Control (HP Document
            #A-5951-1589-1, the relevant sections of which are attached in
            Schedule 8).

      15.5  CM shall ensure that the finished products comply with the
            product-specific technical product regulations (E.g. UL, CSA, CCIB,
            VCCI, FCC).

      15.6  CM shall ensure that their factory certifications are maintained for
            manufacture in accordance with the specified technical product
            regulations.

      15.7  CM shall conduct any necessary testing in accordance with HP
            specifications and manage, execute HP specified qualifications &
            processes and submit data, failure analysis and corrective actions
            to HP.


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      15.8  Any units rejected by HP may be returned to CM for possible rework
            or rescreen at no charge to HP, if the cause or failure of is due to
            CM's non-conformance to HP's specifications or defective
            workmanship. If HP opts to make a claim against CM under Clause 24,
            HP shall provide sufficient documentation as needed to support its
            claim.

      15.9  CM warrants that all Material Safety Data Sheets for the Product
            shall be provided to HP upon request and shall be complete and
            accurate.

16.   YIELD

      16.1  In the event that assembly yield is low due to assembly quality or
            equipment problems, CM shall conduct the necessary investigation to
            resolve the problem(s) encountered.


      16.2  In the event that the accepted process yields do not match HP's
            targeted yields [*] from start-up, CM shall aim to achieve the
            targeted yields or HP's sustainable yields (whichever is lower)
            within [*] of start-up, upon which HP may claim for excess
            scrappage.


17.   QUALITY AUDITS

      17.1  General

            (a)   HP shall be entitled to undertake a quality audit of CM
                  facilities at any time. CM shall permit HP's authorised
                  representatives to enter into its premises for the purposes of
                  quality audits. CM shall be responsible for follow-up
                  corrective actions and shall report the results back to HP.

            (b)   CM shall establish and maintain a Quality Assurance System of
                  product inspections and reporting system to ensure the
                  assembled products conform to HP's specifications, quality and
                  reliability standards.

      17.2  ESD

            (a)   CM shall conduct monthly ESD compliance audit and audit
                  reports (results and corrective action and plan, if any) shall
                  be submitted to HP on the first week of each month.

            (b)   In the event that corrective action is required a re-audit
                  shall be conducted upon completion of the implementation of
                  the plan. Reports on implementation of corrective action,
                  action items and plan must be attached to the ESD monthly
                  report.

      17.3  Failure to meet standards

            If CM fails to achieve and maintain the standards required by HP, HP
            shall be entitled to re-evaluate and modify appropriately the status
            of CM as a recommended service provider in the long term.


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18.   PACKAGING AND DELIVERY

      18.1  CM shall ship finished Products in full pallets, unless otherwise
            instructed.

      18.2  All finished Products must be serialised, scanned, packaged and
            visually inspected according to HP specified shipment and packaging
            standards.

      18.3  Any Product that does not conform to the standards shall be returned
            to CM for repackaging/replacement at CM's expense unless HP, in its
            sole discretion, adopts an alternative solution.

      18.4  All Products shall be packaged, handled and packed according to
            agreed packaging requirement so as to protect the Products from loss
            or damage.

      18.5  Delivery of finished Product and/or HP materials to carrier at point
            of shipment shall constitute delivery to HP.


      18.6  Upon stability, (not greater than [*] from start-up), CM shall
            commit to a normal turnaround time of [*] to ship the finished
            Products in accordance with HP agreed loading schedule.

      18.7  CM shall provide urgent turnaround of [*] working days to ship
            finished Products as and when the need arises, for example when the
            end-customer faces a product shortage subject to availability of
            unique parts.

      18.8  CM shall meet all delivery requirements, including delivery on time.
            CM shall not he entitled to deliver the Products late and may
            deliver within [*] days before the scheduled time.


19.   DELAYS

      19.1  Likely Delay

            CM shall inform HP immediately upon the likelihood of a delayed
            delivery. CM shall take all necessary action to minimise delay or
            shortfall and provide HP with proper recovery plans.

      19.2  Delaying Cause

            CM shall not be liable for delays or failure in order performance or
            delivery of finished Products caused in whole or in part, by
            inability to obtain transportation, equipment or material due to
            insurrection, fires, floods, storms, embargoes, action of military
            or civil authorities, lockouts, acts of God, or other similar or
            different circumstances beyond the control (collectively called
            "Delaying Cause") of CM.

            In the event of a Delaying Cause, HP may elect in its sole
            discretion to:


            (a)   Terminate the agreement or any part thereof as to the finished
                  products not shipped, provided that the delaying cause endures
                  longer than [*]; or


            (b)   Suspend this Agreement in whole or in part for the duration of
                  the delaying cause, purchase said finished products from
                  alternate source and deducts from any quantities specified in
                  HP's forecasted requirements.


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            If HP selects (b) above, HP may resume performance under this
            Agreement once the delaying cause ceases and extend the Term up to
            the length of time the delaying cause endured.


            Unless HP gives notice of termination pursuant to (a) above, within
            [*] days after notice from CM of delaying cause, HP shall be deemed
            to have selected (b).


20.   SERVICE SUPPORT


      CM shall provide maintenance and manufacturing support services to deliver
      service assemblies specified in Schedule 9 during the Guaranteed minimum
      Support(GMS) period defined as [*] after the product End-Of-Life(EOL). The
      EOL shall be made known to CM [*] in advance.


21.   QUOTATION

      21.1  CM shall send an updated quotation to HP monthly and as and when
            required with full cost details of bill of material, lead time,
            approved vendor list (AVL) and assembly cost.


      21.2  All quotations shall be quoted in US dollars. The quotations will be
            reviewed if the exchange rate fluctuation is outside the [*]%
            window.


      21.3  All quotations by CM are considered the confidential property of CM
            and will be treated as confidential information by HP.

      21.4  HP shall not reveal CM's proprietary costing information to any
            others without seeking permission from CM in writing.

22.   PAYMENT AND TAXES


      22.1  HP shall make all payments to CM in US dollars by telegraphic or
            electronic transfer to a CM specified bank account within [*] days
            from the invoice date.


      22.2  Any invoices with discrepancies shall be returned to CM for full
            equivalent credit and correction.

      22.3  All payments made under this Agreement shall be net of all taxes and
            official fees, including but not limited to withholding, income,
            sales, excise, value added and other taxes.

23.   DISCREPANCIES AND REMEDIES

      23.1  CM shall verify the quantity of all HP materials consigned. CM shall
            inform HP within two (2) working days of receipt of consigned
            materials for any discrepancies. Such notice shall state all
            material facts concerning the claims then known to CM.

      23.2  HP shall inform CM of any claims for quantity discrepancies and/or
            defects or nonconformance of finished Products, Such notice shall
            state all materials facts concerning the claims then known to HP.
            For rejected finished Products, HP may make a claim under Clause 25.


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24.   SET OFF

      Whenever under this Agreement any sum of money shall be recoverable from
      or payable by CM, the same may be deducted from any sum then due or which
      at any time thereafter may become due to CM under this or any other
      contract with HP. Exercise by HP of its rights under this clause shall be
      without prejudice to any other rights or remedies available to HP under
      this Agreement, or otherwise howsoever, at law or in equity.

25.   RISK OF LOSS

      25.1  Loss of damage to property

            CM shall be liable for any loss or damage to HP property, consigned
            equipment and the Products before delivery to HP as specified above
            in Clause 18.5.

      25.2  Title and Risk

            Title to the Products and risk of loss and damage shall pass to HP
            upon delivery. All claims for damage incurred in transit must be
            filed against the carrier and presented by HP. CM shall assist in
            the best effort to provide all information and documentation to
            ensure HP secures its claims.

      25.3  Loss control

            CM shall be responsible for maintaining the facility and operations
            in accordance with applicable and prudent safety, security and fire
            protection and loss control standards. CM shall allow HP and their
            designated representatives to visit and perform loss control audits
            of the facility and operations.

26.   INDEMNITY

      26.1  In general, CM shall defend, indemnify and hold harmless HP, its
            officers, directors and employees from any claims, losses,
            attorney's fees, damages, liabilities, costs, expenses, or suits for
            injury to any person (including CM or its employees), damages to or
            loss of property, or any other claims arising out of or resulting
            from any act or omission of CM, its employees, agents, or
            subcontractors; the performance of this Agreement; the presence of
            CM or its personnel on HP'S premises. In no event shall CM be
            responsible for the negligence of HP, its officers, Directors and
            employees.

      26.2  CM shall indemnify HP for any loss of or damage to HP equipment and
            inventory in the care, custody and control of CM, due to theft by CM
            agents, employees and subcontractors or from any event due to CM's
            negligence. The perils shall include fire, lightning, earthquake,
            typhoon and floods.

27.   INSURANCE

      During the Term and at all times that CM performs services for HP, CM
      shall maintain in full force and effect, at CM's expense, the following
      minimum insurance coverages. The insurance policies evidencing the
      required coverages and limits shall be furnished to HP before any work is
      commenced hereunder, name HP as additional insured, and provide


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      that there will be no cancellation or reduction of coverage without thirty
      (30) days prior written notice to HP.

      27.1  Cross Liability

            Any insurance required to be effected by CM naming HP as an
            additional insured in accordance with the contract shall include a
            cross liability clause in which the insurer agrees to waive all
            rights of subrogation or action against any of the persons
            comprising the insured and for the purpose of which the insurer
            accepts the term "insured" as applying to each of the persons
            comprising the insured as if a separate policy of insurance had been
            issued to each of them.

      27.2  Worker's Compensation


            Worker's Compensation Insurance shall be provided by Sub-Contractor
            as required by law or regulation and shall include Employer's
            liability at common law for not less than [*] (or equivalent in
            local currency) per accident or occurrence involving bodily injury
            or disease which terms shall include death resulting).


      27.3  Fidelity / Crime Bond


            CM will be covered by Fidelity Insurance or Commercial Crime Bond as
            respects CM's agents, employees, and sub-contractors performing
            under this Agreement with blanket limits of at least [*] (or
            equivalent in local currency) per occurrence, with automatic
            reinstatement provision.


      27.4  General Liability


            Comprehensive General Liability Insurance (or equivalent Public and
            Products Liability policies) inclusive of Premises and Operations,
            products and Completed Operations, in respect of Property Damage)
            which term shall include loss of Property) and Bodily Injury (which
            term shall include death) with a limit not less than [*] (or
            equivalent in local currency) in respect of any one accident or
            occurrence and, as regards Products and Completed Operations
            [*] (or equivalent in local currency) in the aggregate.


      27.5  "All Risks Insurance"


            CM shall effect All Risks Insurance to the effect of [*] (or
            equivalent in local currency).


      27.6  Transit Liability


            CM shall provide a Transit All Risks Insurance Policy covering loss
            or damage to HP property which is transported from CM's premises to
            HP's premises including loading and unloading. The coverage shall be
            [*] per transit or carriage.


28.   INTELLECTUAL PROPERTY

      28.1  Patents and Designs

            HP shall be the sole owner or authorised licensee of all designs for
            the Product.


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      28.2  HP Marks

            HP grants to CM the right to apply those certain HP trade marks,
            trade names and trade dress (collectively the "HP Marks"), as
            expressly written and agreed upon between CM and HP, solely in
            strict compliance with HP's then current trademark specifications
            and guidelines provided by HP, unless and to the extent that HP has
            given prior written consent to a modification thereto. When HP
            provides to CM artwork to be applied to the Products, such trademark
            compliance shall be HP's responsibility. HP represents and warrants
            that it is the sole and exclusive owner of the HP Marks and that the
            contemplated use of the HP Marks on the Products will not infringe
            upon the rights of any third party. HP's trademarks shall be affixed
            to each unit of the Product.

            Nothing contained in this Agreement shall be construed as conferring
            any right on CM to use in advertising, publicity or other marketing
            activities any name, trade name, trade mark or other designation of
            HP, including any contraction, abbreviation or simulation of any of
            the foregoing.

      28.3  Copyright

            Unless otherwise agreed to in writing, copyrighted materials may not
            be copied, except for archival purposes, to replace a defective copy
            and for program error verification.

      28.4  Indemnity

            CM shall not be liable in any way with respect to claims of
            infringement of US or foreign patents, copyrights, trademarks or
            other proprietary rights arising out of or any relating to HP's
            contract for CM's services, importation, use, possession, sale or
            delivery of any product or services rendered to HP by CM and HP
            shall indemnify, defend and hold CM harmless from any and all such
            claims and liabilities, damages and expenses, including attorney
            fees.

29.   CONFIDENTIALITY

      Both parties shall adhere to the Confidential Information Disclosure
      Agreement, attached hereto and labeled Exhibit A.

      29.1  Each party shall protect the other's confidential information from
            unauthorised dissemination and use with the same degree of care that
            each party uses to protects its own like information, but at a
            minimum, with a reasonable degree of care.

      29.2  Neither party will use the other's confidential information for
            purposes other than those set forth in the applicable Confidential
            Information Disclosure Agreement.

      29.3  CM shall hold secret and confidential, and not use or disclose any
            confidential information or materials (including but not limited to
            prices, part numbers, volume forecasts, assembly processes,
            specification documents) of HP except when these are used for the
            performance of its obligations herein.

30.   TERMINATION

      30.1  Termination


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            This agreement may be terminated:

            (a)   At any time without notice by either party upon breach of the
                  terms of this Agreement;

                  The term "breach" shall include without limitation any:
                  i.    Proceedings whether voluntary or involuntary, in
                        bankruptcy or insolvency by or against a party;
                  ii.   Appointment, with or without a party's consent, of a
                        receiver or assignee or the benefit of creditors;
                  iii.  Act by CM that endangers performance of this Agreement
                        in accordance with its terms.
                  iv.   Failure by CM to make a delivery of finished products in
                        accordance with the requirements of this Agreement;
                  v.    Persistent or recurring failure on the part of CM to
                        replace or rework finished products in a timely manner
                        as required under the terms of this Agreement;
                  vi.   Other failure to comply with any material provision of
                        this Agreement with additional failure to provide the
                        non-breaching party, upon request, with reasonable
                        assurances of future performance.

            (b)   At any time by mutual written consent of both parties.


            (c)   By HP upon giving CM [*] written notice without assigning any
                  cause through registered mail to the above address.

            (d)   By CM upon giving HP [*] written notice through registered
                  mail to the above address to enable HP to find and qualify
                  another services source in the event that the need arises.

            (e)   By HP, [*] in the event that there is a change in CM's total
                  corporate holding that prejudices HP's commercial and business
                  interest in continuing the performance of this Agreement.


      30.2  Rights and Obligations upon Termination

            (a)   All Purchase Orders issued prior to the expiration or
                  termination of this Agreement for any reason shall be
                  fulfilled pursuant to and subject to the terms of this
                  Agreement, even if the delivery dates occur after expiration
                  or termination of this Agreement.


            (b)   Upon termination of this Agreement for any reason, all
                  Products which have been manufactured by CM but not delivered
                  to HP at the date of termination shall be delivered subject to
                  the terms of this Agreement, and all usable but unused stocks
                  of labelling and packaging for the Products bearing any of the
                  HP Marks shall be sold to HP at a price [*].


            (c)   Upon termination of this Agreement CM shall:

                  i.    cease to manufacture and sell the Products, subject to
                        the above clause;
                  ii.   cease to use, either directly or indirectly, any of the
                        designs, HP Marks or other intellectual property owned
                        by HP and / or licensed to CM and forthwith return to HP
                        any documents in its possession or control which


<PAGE>

                        contain or record any part of those designs, HP Marks or
                        other intellectual property owned by HP;
                  iii.  consent to the cancellation of any formal license
                        granted to it, or of any record of it in any register,
                        in respect of any designs, HP Marks or other
                        intellectual property of HP; and
                  iv.   at its own cost forthwith return any consigned
                        materials, equipment, tools or other HP property to HP
                        at HP cost.

                  and subject as provided in this clause and except in respect
                  of accrued rights, neither party shall have any further
                  obligation to the other.

            (d)   Notwithstanding the expiration or early termination of this
                  Agreement for any reason, the provisions relating to
                  confidentiality and the confidential information disclosure
                  agreement attached in Exhibit A shall continue in force in
                  accordance with the terms therein.

31.   GOVERNMENT COMPLIANCE

      CM warrants and undertakes that in the performance of this Agreement it
      will comply with all laws, rules, regulations and decrees and other
      ordinances issued by any supra-governmental, governmental, state or other
      authority relating to the subject matter of this Agreement and to the
      performance by CM of its obligations hereunder.

      CM shall obtain Safety and Regulatory Certifications for the manufacturing
      facility at its own expense.

      CM shall furnish to HP any information required during the term of this
      Agreement to enable HP to comply with the requirements of any governmental
      agency in its use of the finished products.

32.   ENVIRONMENTAL COMPLIANCE

      32.1  Montreal Protocol

            CM warrants, certifies, represents, and agrees that in performing
            its obligations under this Agreement, in particular its
            manufacturing processes, nothing shall be contrary to the written
            provisions of Montreal Protocol on substances that Deplete the Ozone
            Layer as adjusted and amended by the second meeting of the parties
            in London 27-29 June 1990.

      32.2  Toxic Substance Control Act

            CM warrants that in performing its obligations under this Agreement,
            in particular its manufacturing processes, each chemical substance
            used in the finished products is on the inventory of chemical
            substances compiled and published by the Environmental Protection
            Agency pursuant to the Toxic Substances Control act.

33.   COUNTRY OF MANUFACTURE AND DUTY DRAWBACK RIGHTS

      Upon HP's request, CM shall provide HP with an appropriate certification
      stating the country of origin for the finished products, sufficient to
      satisfy the requirements of:


<PAGE>

      (a)   The customs authorities of the country of import of said finished
            products; and
      (b)   Any applicable export licensing regulations.

34.   US EXPORT ADMINISTRATION ACT

      The materials consigned may contain technology and items that come from
      USA. Regardless of any disclosure by CM to HP of the contemplated ultimate
      destination of the materials, CM shall not export or re-export, directly
      or indirectly, any material (or the direct product of any materials),
      where applicable; without first obtaining an export license from the
      department of Commerce or other agency of the US government, as required.

35.   GENERAL

      35.1  Severability and Heading

            Any provision of this Agreement which is held invalid or
            unenforceable in any jurisdiction shall be ineffective to the extent
            of such invalidity or unenforceability without invalidating or
            rendering unenforceable the remaining provisions hereof. And any
            such invalidity or unenforceability in any jurisdiction shall not
            invalidate or render unenforceable such provisions in any other
            jurisdiction. All paragraph headings are purely for convenience and
            do not form any part of this Agreement.

      35.2  Entire Agreement and Amendment

            This Agreement (including the documents and instruments referred to
            herein) supersedes all prior commitments, representations and
            warranties relating to the subject matter hereof which may have been
            made by the parties either orally or in writing prior to the date
            hereof, and which shall become null and void from the date this
            Agreement is signed.

            This Agreement (including the documents and instruments referred to
            herein) incorporates the entire understanding reached between the
            parties hereto with regard to the relationship of parties as
            independent contractors. Any amendment or supplement to this
            Agreement must be made in writing with the approval by both parties'
            authorized representatives in order to be effective

      35.3  Schedules and Exhibits

            The following Schedules and Exhibits attached to this Agreement
            shall be deemed as part of this Agreement and incorporated herein by
            reference:

            Schedules
            ---------
            Schedule 1  Products and specifications
            Schedule 2  Forecast, ordering and response process
            Schedule 3  Materials a) on consignment b) on turnkey
            Schedule 4  Approved vendor list
            Schedule 5A Equipment to be provided by CM
            Schedule 5B Equipment to be provided by HP
            Schedule 6  The Assembly process, specifications and other terms and
                        conditions


<PAGE>

            Schedule 7  Cost goals
            Schedule 8  Quality specifications
            Schedule 9  Terms and conditions for service and maintenance support
            Schedule 10 Field Quality Warranty Cost Co-sharing Scheme

            Exhibit
            -------
            Exhibit A Confidential Information Disclosure Agreement.

35.4  Assignment

      Neither party may assign or transfer any of the rights, duties or
      obligations herein, without the prior written consent of the other and any
      purported attempt to do so shall be null and void.

35.5  No Partnership or Agency

      The parties hereby agree that the parties' relationship shall be that of
      independent contractors and that nothing contained in this Agreement shall
      be construed as constituting the parties as partners or parties to a joint
      venture or either party as an agent of the other.

35.6  Waiver

      No exercise or failure to exercise or delay in exercising any right power
      or remedy vested in either party under or pursuant to this agreement shall
      constitute a waiver by that party of that or any other right power or
      remedy.

35.7  Legal fees/stamp duty

      Each party shall bear its own legal costs in preparing and executing this
      Agreement. CM shall bear any applicable cost of stamp duty in respect of
      this Agreement. CM shall be solely responsible to determine whether stamp
      duty is payable under this Agreement and shall indemnify HP against any
      failure to comply with such legal requirement.

35.8  Non-Exclusive

      The appointment of CM to perform the services under this Agreement shall
      not restrict HP's ability to appoint one or more independent third parties
      to perform similar services on such terms and conditions as mutually
      agreed by both parties.

35.9  Time

      Time shall be of the essence of this Agreement, both as regards the dates
      and periods mentioned in this Agreement and in any of the documents or
      instruments referred to herein, and as regards any dates and periods which
      may be substituted for them in accordance with this Agreement or by
      agreement in writing between the parties.

35.10 Definition of days


<PAGE>

      All references in this Agreement to "days" shall, unless otherwise
      specified herein, mean calendar days.

35.11 Definition of years

      All references in this Agreement to "FY" shall mean fiscal year, which for
      HP shall start from November of a calendar year to October of the
      following calendar year.

      Each fiscal year (FY) shall be divided into 4 quarters (Qtr) and 2 halves:

                  1st Qtr : Nov - Jan } lst half
                  2nd Qtr : Feb - Apr }
                  3rd Qtr : May - Jul ] 2nd half
                  4th Qtr : Aug - Oct ]

35.l2 Errors

      Stenographic, typographical, or clerical errors are subject to correction
      by HP.

36.   NOTICE

      Any notice to be given by either party to this agreement shall be in
      writing and shall be deemed duly served if delivered personally or sent by
      facsimile transmission or by prepaid registered post (airmail in the case
      of an address outside the country of origin) to the addressee at the
      address or (as the ease may be) the facsimile number of that party set
      opposite its name below:

           HP Address:                    CM Address:
           20 Gulway                      Manufacturers' Services S'pore Pte Ltd
           Singapore 629196               No 12, Street 65,
                                          Ang Mo Kio Industrial Park 3
                                          #04-00 Lek Sun Building
                                          Singapore 569060

           Telephone no:                  Telephone no:
           (65) 869-8345                  (65) 484-4050
           Fax no:                        Fax no:
           (65) 861-8965                  (65) 484-7121

           Marked for the attention of:   Marked for the attention of:
           Martin Cheng                   Ng Poh Seng

      Or at such other address (fax no.) as the party to be served may have
      notified (in accordance with the provisions of this clause) for the
      purposes of this agreement.

      Any notice sent by telex or fax shall be deemed served when despatched and
      any notice served by prepaid registered post shall be deemed served 48
      hours after posting to an address in the country of origin or five (5)
      days after posting to an address outside that country. In proving the
      service of any notice it will be sufficient to prove in the case of a
      letter that such letter was properly stamped addressed and placed in the
      post or delivered or left at the current address if delivered personally
      and in the case of a facsimile that


<PAGE>

      such facsimile transmission was duly despatched to the fax no. of the
      addressee given above or subsequently notified for the purposes of this
      agreement.

37.   APPLICABLE LAW

      This Agreement shall be construed in accordance with Singapore Law and
      shall be subject to the non-exclusive jurisdiction of the Courts of
      Singapore.

38.   ARBITRATION

      Any dispute arising out of or in connection with this Agreement, including
      any question regarding its existence, validity or termination, shall be
      referred to and finally resolved by arbitration in Singapore in accordance
      with the Arbitration Rules of the Singapore International Arbitration
      Centre ("SIAC Rules") for the time being in force which rules are deemed
      to be incorporated by reference into this clause.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement together with
its attachments to be executed in duplicate originals by their duly authorized
representatives.


Signed for and on behalf of:              Signed for and on behalf of:

Hewlett-Packard Singapore (Pte) Ltd.      Manufacturers' Services S'pore Pte Ltd


Inkjet Products Group - Asia Operations
---------------------------------------
(Division Name)


Home Business Unit - PL 83
--------------------------
(Department Name)


/s/ Martin Cheng                          /s/ Johnny Chan
--------------------------                --------------------------
Name  : MARTIN CHENG                      Name  : JOHNNY CHAN
Title : MATERIALS MGR                     Title : PRESIDENT
Date  : Jun 22 '99                        Date  : JUNE 8th, 1999

<PAGE>

Exhibit A

[HEWLETT-PACKARD LOGO]

                                         CONFIDENTIAL DISCLOSURE AGREEMENT

Effective Date:
                --------------------------

In order to protect certain confidential information which may be disclosed
between them, Hewlett-Packard Singapore Pte Ltd ("HPSG"), a division of
Hewlett-Packard Company ("HP") and the "Participant" identified below agree
that:

1. The Discloser(s) of confidential information is (are):

  HEWLETT-PACKARD SINGAPORE PTE LTD
------------------------------------------------------------------------------
(fill in "HPSG", Participant" or "Both Parties")

2. The parties' representatives for disclosing or receiving confidential
information are:

HPSG:
     -------------------------------------------------------------------------

PARTICIPANT: -----------------------------------------------------------------

------------------------------------------------------------------------------

3. The confidential information disclosed under this Agreement by HPSG, HP,
its subsidiaries and affiliates, is described as:

------------------------------------------------------------------------------

------------------------------------------------------------------------------

------------------------------------------------------------------------------

and the confidential information disclosed under this Agreement by the
Participant is described as:

------------------------------------------------------------------------------

------------------------------------------------------------------------------

4. This Agreement controls only confidential information which is disclosed
between the effective date and
                               -----------------------------

5. A party receiving confidential information under this Agreement
("Recipient") recognizes the proprietary rights of the other's (its ultimate
holding company, subsidiaries and affiliates inclusive) in and to the
information and the confidential nature of the information and agrees to use
the confidential information only for the purpose of:

THE ASSEMBLY OF [*] PRINTER ASSEMBLIES AND PRINTED CIRCUIT BOARD ASSEMBLIES.

6. A Recipient's duty to protect confidential information disclosed under
this Agreement expires on                  .
                          -----------------

7. A Recipient shall protect the disclosed confidential information by using
the same degree of care, but no less than a reasonable degree of care, to

<PAGE>


prevent the unauthorized use, dissemination or publication of the
confidential information as the Recipient uses to protect its own
confidential information of a like nature.

8. A Recipient shall have a duty to protect only that confidential
information which is (a) disclosed by the Discloser in writing and is marked
as confidential at the time of disclosure, or which is (b) disclosed by the
Discloser in any other manner and is identified as confidential at the time
of disclosure and is also summarized and designated as confidential in a
written memorandum delivered to the Recipient's representative named in
paragraph 2 above within thirty days of the disclosure.

9. This Agreement imposes no obligation upon a Recipient with respect to
confidential information which (a) was in the Recipient's possession before
receipt from the Discloser, (b) is or becomes a matter of public knowledge
through no fault of the Recipient; (c) is rightfully received by the
Recipient from a third party without a duty of confidentiality; (d) is
disclosed by the Discloser to a third party without a duty of
confidentiality on the third party; (e) is independently developed by the
Recipient; (f) is disclosed under operation of law; or (g) is disclosed by
the Recipient with the Discloser's prior written approval.

10. Each Discloser warrants that it has the right to make the disclosures
under this Agreement.

11. Neither party acquires any intellectual property rights under this
Agreement except the limited right to use set out in paragraph 5 above.

12. Neither party has an obligation under this Agreement to purchase any
service or item from the other party.

13. Neither party has an obligation under this Agreement to offer for sale
products using or incorporating the confidential information. The Discloser
may, at its sole discretion, offer such products for sale and may modify them
or discontinue sale at any time.

14. A Recipient shall adhere to the U.S. Export Administration Laws and
Regulations and shall not export or re-export any technical data or products
received from the Discloser or the direct product of such technical data to
any proscribed country listed in the U.S. Export Administration Regulations
unless properly authorized by the U.S. Government.

15. The parties do not intend that any agency or partnership relationship be
created between them by this Agreement.

16. All additions or modifications to this Agreement must be made in writing
and must be signed by both parties.

17. This Agreement is made under, and shall be construed according to the
laws of the Republic of Singapore.


                     HEWLETT-PACKARD SINGAPORE (PRIVATE) LTD
------------------------------------------------------------------------------
                                (Division Name)

                                  20, GUL WAY,
------------------------------------------------------------------------------

                           SINGAPORE 629196, SINGAPORE,
------------------------------------------------------------------------------
                                     (Address)

By ---------------------------------------------------------------------------
                           (Functional Manager's Signature)

------------------------------------------------------------------------------
                              (Printed Manager's Name)

                            SUPPLY MANUFACTURING MANAGER
------------------------------------------------------------------------------
                              (Printed Manager's Title)
                                   PARTICIPANT


------------------------------------------------------------------------------
                                  (Company Name)

------------------------------------------------------------------------------

------------------------------------------------------------------------------
                                     (Address)

By
    --------------------------------------------------------------------------
                               (Authorized Signature)

------------------------------------------------------------------------------
                              (Printed Signatory's Name)

------------------------------------------------------------------------------
                              (Printed Signatory's Title)