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                                                                     EXHIBIT 4.5

Confidential                                   Corporate Customers Dept.
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The Management
Pemstar B.V.                                   31.53.4.825.215
Lelyweg I
7602 EA Almelo                                 G.C. Teekens
The Netherlands
                                               26 May 1999

Dear Sirs,

With reference to our discussions, we are pleased to offer Pemstar B.V. the
following current account facility.

The credit facility shall be subject to the following terms and conditions
below.

Purpose              Working Capital Line.

Borrower             Pemstar B.V.

Arranger             ING Bank District Oost Nederland

Amount               NLG. 7,500,000.00 (in words: seven million and five
                     hundred thousand guilders), to be administered under
                     account number 67.85.89.577. Repayment or
                     continuation will be reviewed in consultation with
                     you before I July 2000. The facility will be reviewed
                     annually by reference to the annual figures of
                     Pemstar B.V.

Availability         To be made available by way of current account drawings
                     and/or up to a maximum amount of NLG. 4,000,000.00 by way
                     of advances.

Borrowing base       70% on receivables.
                     50% on inventories.

Debit interest
rate                 1.5% per annum over and above ING Base Rate (currently
                     standing at 3.25%), as published by us in the national
                     newspapers for drawings in current account. In case of
                     short advances the interest rate will be based on Euribor
                     (1, 3 or 6 months) plus 1.25%.
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Costs of domestic
funds transfer       The costs of funds transfers will be charged on the basis
                     of a rate per item.

Value dating         In the case of single amounts below NLG 500,000.00, the
                     applicable value date will be the settlement date plus one
                     day for credits and settlement date less one day for
                     withdrawals. For transfers of NTLG. 500,000.00 and up, the
                     value date is the same as the settlement date.

Font-end fee         NLG. 12,500.00.

Settlement           Interest, commission and costs will be charged in arrears
                     on 1 January, 1 April, 1 July, 1 October of each year.

Security             The following collateral shall be furnished as
                     security for the credit facility and for all which
                     the Borrower may now or in the future owe the bank:

                     -        Pledge on the receivables of Pemstar B.V.
                     -        Pledge on the inventories of Pemstar B.V.
                     -        Corporate Quarantee from Pemstar Inc.

                     The facility will be made available as soon as the
                     required collateral has been furnished and any
                     special stipulations have been met.

Financial covenants  The Consolidated Tangible Net Worth (inclusive subordinated
                     intercompany Debt) of Pemstar B.V. shall at all times
                     exceed NLG. 6,000,000-00.

                     The Consolidated Net Borrowings shall at all times be
                     less than 200% of Consolidated Tangible Net Worth
                     (inclusive subordinated Intercompany Debt) of Pemstar
                     B.V.

                     The Operating Income of Pemstar B.V., as mentioned in
                     the "Income Statement Total" dated 22 April 1999
                     shall for the relevant period ending on 31 December
                     2003 be equal to or greater than 2% of annual sales.

Other covenants      As discussed the repatriation of the royalties to Pemstar
                     Inc. will be delayed in accordance with the mentioned
                     gearing ratio as well as the Consolidated Tangible Net
                     Worth statement.

Annual figures       The Borrower shall provide the Bank with the consolidated
                     audited accounts of Pemstar B.V. within 6 months after the
                     end of the accounting period to which they relate.
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                     The Borrower shall also provide the Bank with the
                     consolidated interim accounts of Pemstar B.V. within
                     60 days of the end of the accounting period of which
                     they relate.

                     The Borrower shall also provide the Bank with the
                     consolidated audited accounts of Pemstar Inc. within
                     6 months after the end of the accounting period to
                     which they relate.

Termination          Both the Borrower and the Bank are at all times
                     entitled to terminate the current account overdraft
                     facility.

Other provisions     Without prejudice to the above, the provisions of the
                     clause  sheet and the loan agreement, these facility shall
                     be subject to the General Conditions as drawn up by the
                     "Nederlandse Vereniging van Banken" (Netherlands Bankers'
                     Association).

Governing Law        The facility shall be governed by Dutch Law.

Validity             This offer is valid until two weeks from today's date.

We trust that we have been of service. If you are in agreement with this offer,
please return the enclosed copy and clause sheet, duly signed where required and
having initialed the other pages to indicate your approval, before the expiry
date. By signing this offer the Borrower acknowledges receipt of a copy of the
General Conditions.


Yours faithfully,
ING Bank
Oost Nederland region


                                            / s / G.C. Teekens
                                            ------------------------------------
C.R. Eggink                                 G.C. Teekens
Manager Corporate Customers Department      Sr. Relationshipmanager
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[Letterhead of ING Bank]

The undersigned Pemstar Inc., hereby provides a guarantee to ING Bank N.V.,
hereinafter referred to as "the Bank" on behalf of Pemstar B.V., hereinafter
referred to as "the Debtor", for a sum not exceeding NLG. 7,500,000.00 in words
(sevenmillionfivehundredthousand Dutch guilders), the same as security for the
payments by the Debtor of everything which the latter owes or may owe now or at
anytime in the future to the Bank on account of his obligation to repay the
overdraft facility to the agreements concluded between the bank and Debtor on 26
May 1999.

This guarantee consequently binds the undersigned, to pay its own debt and
immediately on request the sums to be specified, provided that they together do
not exceed the sum of NLG. 7,500,000.00, in the event that the Debtor is in
default as described in the mentioned financial covenants in the agreements
between the Bank and the Debtor dated 26 May 1999 regarding the minimum
Consolidated Tangible Net Worth, the minimum Operating Income percentage and /
or the maximum Gearing Ratio as well as the events of default described in the
clause sheet.

N.B. Dutch Law will be applied to this guarantee.





Place                                                Date




Signature                                            ING Bank N.V.

/s/ RR Murphy

Treasurer
PEMSTAR, Inc
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Clause Sheet - conditions of credit facility

This sheet of clauses form part of our offer dated

to:

Clauses

1.   The credit facility which is described in more detail in the attached
     letter and all further credit facilities or any increases therein which the
     bank may make available to the borrower shall, in so far as no other
     provision is made in this respect, be governed by the following provisions
     as well as the General Conditions, drawn up and filed by the Nederlands
     Vereniging van Banken (Netherlands Bankers' Association) with the Registry
     of the District Court at Amsterdam, a copy of which the borrower
     acknowledges he has received.

2.   With regard to the current account credit facility, the bank reserves the
     right at all times to alter the percentage of the debit interest, credit
     interest and commissions, as well as, if special circumstances or special
     credit facilities - including any withdrawal beyond the credit limit -
     necessitate this, to charge the rates which it customarily applies.

3.   The current account credit facility may at all times be ended by the bank
     either orally or in writing or be reduced by such sums as the bank may
     specify. As a consequence of the termination of the credit facility, the
     balance of the account(s) (or, in the case of a lowering of the credit
     limit, the sum owed above the new limit) shall be immediately due and
     payable and payment orders of the borrower will be executed only if and in
     so far as the account shows a sufficient balance for this purpose. The
     provisions of this paragraph shall also apply if a special arrangement for
     repayment or reduction of the credit facility is agreed.

4.   If the amount of a loan with a fixed rate of interest is not or not
     entirely withdrawn within 5 weeks of the date of the offer, the bank may,
     but is not obliged to, then disburse to the borrower the undrawn portion of
     the loan without any further instruction from the borrower being required.

5.   If a fixed interest rate applies, the bank will make a written proposal to
     the borrower, no later than two weeks before the end of the agreed
     fixed-interest period, for an interest rate that will apply during the next
     fixed-interest period. If the bank and the borrower have not reached
     agreement on the interest rate by the last day of a fixed-interest period
     at the latest, the borrower shall be obliged to pay everything which he
     owes to the bank under the loan on the last day of the fixed-interest
     period. If the borrower has not reacted to the written proposal of the bank
     by the last day of the previous fixed-interest period at the latest, the
     borrower will be deemed to have agreed to the interest rate that has been
     offered.

6.   If the borrower wishes to make a repayment earlier than agreed or to repay
     a sum that is larger than agreed or if the borrower wishes to make an early
     repayment or a larger repayment without this having been agreed - even if
     such repayments is made pursuant to the provisions of clause 7 below the
     borrower shall pay the present value of the interest which the bank could
     have received during the remainder of the fixed-interest period if the
     early repayment had not taken place, less the interest which the bank could
     have received on the interbank market on loans which are equal in size to
     the early repayment and are equal in term to the remaining fixed-interest
     period, subject always to a minimum of 1% of the early repayment. The
     present value of the interest will be calculated at the rate which the bank
     could obtain on the interbank market.

7.   The balance of the current account credit facility and the entire amount of
     the medium-term loan or such part of it as has not yet been repaid,
     together with outstanding and accrued interest and any commission and
     penalties due, shall be immediately due and payable in fall, without any
     notice of default either by way of writ or similar instrument being
     required, in the following circumstances:
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     a.   if the borrower is declared bankrupt, files a bankruptcy petition,
          applies for a suspension of payment of debts or offers a private
          composition to his creditors, or if one or more of the sureties or
          jointly and severally liable debtors or one or more of the (legal)
          persons who have provided security in rem are declared bankrupt or
          obtain a suspension of payment of debts;

     b.   if property of the borrower and/or his spouse is seized by way of
          preliminary relief pending suit or by way of execution or if goods of
          third parties which have been provided by such third parties as
          security for the loan are seized;

     c.   if the borrower fails to perform any duty or obligation owed to the
          bank under this agreement or under any other agreement concluded with
          the bank, whether or not in connection herewith, or fails to do so
          fully or in good time, or if repayment of a loan granted by the bank
          to an enterprise forming part of the group to which the borrower
          belongs is demanded;

     d.   if the business or professional activities of the borrower are
          discontinued or substantially changed or if the borrower merges with
          or is taken over by a third party, or if the borrower's business is
          split up in any way, or if a decision to this effect is taken by the
          borrower,

     e.   if the borrower (being a partnership, civil partnership or limited
          partnership or a legal person) is discontinued or wound up or if any
          decision to this effect is taken, or if the borrower (being a natural
          person) dies, loses the unfettered control of his assets, waives his
          rights to his assets or settles abroad;

     f.   if, where the borrower is a partnership, civil partnership or limited
          partnership or a legal person, the partners or the composition of the
          management changes, or the partnership deed or the articles of
          association or regulations of a legal person are, in the opinion of
          the bank, amended in such a way that the bank would not have concluded
          the agreement or would not have concluded it on the same conditions,
          unless it approved the amendment in writing;

     g.   if a declaration or statement made by or on behalf of the borrower is
          contrary to the truth, a circumstance of importance to the bank has
          been concealed, the security provided for this loan is null and void,
          voidable or not of the required rank, or a promised security is not
          provided in time or lapses prematurely;

     h.   if the legal or beneficial entitlement to the security provided is
          changed or if any real right relating to the security provided is
          created or lost;

     i.   if, in the opinion of the bank, there are good grounds for believing
          that the sum owed by the borrower under this agreement and/or any
          other agreement concluded with the bank will not be recoverable;

     j.   if the borrower uses either all or part of this credit facility to
          obtain interest profits (or to conduct interest-rate arbitrage) by
          affecting transactions which cannot be regarded as being part of his
          normal business.

8.   The bank shall be entitled to debit the borrower's current account for the
     payment of principal, interest, commission, costs, penalties and the like
     at the times which have been agreed for this purpose with the bank or are
     customary for the bank. The borrower waives (in advance) his right of
     set-off in respect of the said payments.

9.   If the credit facility is granted to two or more (legal) persons, they
     shall be jointly and severally liable to the bank. Each jointly and
     severally liable debtor shall subordinate any provisional claim which he
     has on account of the right of recourse and/or subrogation against another
     jointly and severally liable debtor to all present and future claims which
     the bank has against that other debtor on any account whatsoever.
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     Postponement of payment, discharge from joint and several liability and
     waiver for no consideration or waiver for consideration which the bank
     grants to one of the jointly and severally liable debtors or an offer of
     waiver for no consideration or for consideration which the bank makes to
     one of the jointly and severally liable debtors shall concern only that one
     debtor.

10.  At the first written and reasoned request of the bank, the borrower shall
     provide the bank at all times with such security as cover for his existing
     and future obligations as the bank requires and considers appropriate.

11.  As additional security for the repayment or return of everything which the
     borrower owes the bank now or at any time in the future on any account
     whatsoever, the borrower pledges - in so far as necessary in advance - to
     the bank, which accepts such pledge, everything which the bank may now, or
     at any time in the future, owe the borrower on any ground whatsoever. In so
     far as necessary, the bank declares that in its capacity of debtor in
     respect of the claims it has been informed of the pledge. Said pledge is
     governed by article 18 of the General Conditions.

12.  If the credit facility is discontinued and the debit balance on the
     account(s) has not been cleared, the borrower shall be bound to pay the
     bank debit interest and commission on said debit balance up to the date of
     full and final settlement, in accordance with the provisions of this
     agreement.

13.  The borrower shall at all times allow the bank, or such persons as are
     designated by it, to inspect his books and shall also provide all
     information which may be required. The borrower shall also supply the bank
     with a copy of his balance sheet and profit and loss account each year
     within six months of the end of the financial year, unless a different
     frequency or a different date of submission has been agreed.

14.  The extract from its books, as prepared and signed by the bank, shall serve
     as complete proof of the existence and the amount of the debt owed by the
     borrower to the bank, unless the borrower produces evidence to the
     contrary.

15.  The borrower shall not bind himself as a surety or as a co-debtor having
     joint and several liability without the prior knowledge of the bank.

16.  The borrower shall whenever possible channel his financial transactions
     through the bank.

17.  The borrower shall ensure to use now and in the future, also on and after
     December 31, 1999, (computer) equipment - including both hardware and
     software - which will enable him (to continue) to conduct his business
     properly.

18.  Any costs, such as all judicial or extra-judicial costs, incurred at any
     time under the agreements made with the bank, shall be for the account of
     the borrower. The aforementioned costs shall be paid by the borrower at the
     bank's first quarter.

N.B. In the event of a discrepancy between this translation and the Dutch
original, the latter shall prevail.

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Place                                                             Date


Signature of borrower

/s/ RR Murphy

PEMSTAR, Inc.
Treasurer